U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Funds For Institutions Series
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Merrill Lynch Treasury Fund
Merrill Lynch Institutional Fund
Merrill Lynch Government Fund
Merrill Lynch Institutional Tax-Exempt Fund
Merrill Lynch Premier Institutional Fund
3. Investment Company Act File Number: 811-5149
Securities Act File Number: 33-14190
4. Last day of fiscal year for which this notice is filed:
April 30, 1997
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the
fiscal year:
Merrill Lynch Treasury Fund None
Merrill Lynch Institutional Fund None
Merrill Lynch Government Fund None
Merrill Lynch Institutional Tax-Exempt Fund None
Merrill Lynch Premier Institutional Fund None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Merrill Lynch Treasury Fund None
Merrill Lynch Institutional Fund None
Merrill Lynch Government Fund None
Merrill Lynch Institutional Tax-Exempt Fund None
Merrill Lynch Premier Institutional Fund None
9. Number and aggregate sale price of securities sold during
the fiscal year:
Merrill Lynch Treasury Fund 3,277,418,270 shares $ 3,277,418,270
Merrill Lynch Institutional Fund 67,124,483,921 shares $67,124,483,921
Merrill Lynch Government Fund 13,658,666,165 shares $13,658,666,165
Merrill Lynch Institutional
Tax-Exempt Fund 5,129,231,992 shares $5,129,231,992
Merrill Lynch Premier
Institutional Fund 12,237,737,259 shares $12,237,737,259
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Merrill Lynch Treasury Fund 3,277,418,270 shares $3,277,418,270
Merrill Lynch Institutional Fund 67,124,483,921 shares $ 67,124,483,921
Merrill Lynch Government Fund 13,658,666,165 shares $13,658,666,165
Merrill Lynch Institutional
Tax-Exempt Fund 5,129,231,992 shares $ 5,129,231,992
Merrill Lynch Premier
Institutional Fund 12,237,737,259 shares $ 12,237,737,259
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
Merrill Lynch Treasury Fund 27,446,045 shares $ 27,446,045
Merrill Lynch Institutional Fund 323,268,144 shares $ 323,268,144
Merrill Lynch Government Fund 92,067,429 shares $ 92,067,429
Merrill Lynch Institutional
Tax-Exempt Fund 26,648,229 shares $ 26,648,229
Merrill Lynch Premier
Institutional Fund 32,118,561 shares $ 32,118,561
12. Calculation of registration fee:
A) Merrill Lynch Treasury Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 3,277,418,270
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 27,446,045
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 3,207,207,792
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 97,656,523
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 29,592.89
B) Merrill Lynch Institutional Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 67,124,483,921
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 323,268,144
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 68,867,606,220
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
C) Merrill Lynch Government Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 13,658,666,165
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 92,067,429
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 13,376,732,157
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 374,001,437
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 113,333.77
D) Merrill Lynch Institutional Tax-Exempt Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 5,129,231,992
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 26,648,229
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 4,819,426,973
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 336,453,248
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 101,955.53
D) Merrill Lynch Premier Institutional Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 12,237,737,259
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 32,118,561
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 9,445,822,751
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 2,824,033,069
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 855,767.60
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
June 23, 1997
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By
/s/Ira Shapiro
Ira Shapiro, Secretary
Date June 23, 1997
[LETTERHEAD OF ROGERS & WELLS]
NC164096.1
June 20, 1997
Merrill Lynch Funds For Institutions Series
P.O. Box 9011
Princeton, New Jersey 08543-9011
Gentlemen:
We have acted as counsel to Merrill Lynch
Funds For Institutions Series (the "Trust")
in connection with the sale by the Trust
of an aggregate of 101,427,537,607 shares
of beneficial interest, par value of $0.01
per share (the "Beneficial Interest"),
pursuant to the five distribution
agreements, each of which relates to
shares of Beneficial Interest of one of
the five funds comprising the Trust,
between the Trust and Merrill
Lynch Funds Distributor, Inc.
(the "Distribution Agreements").
You have asked us to furnish certain
legal opinions in connection with
the filing of a notice (the "Notice")
under Rule 24f-2 of the Investment Company
Act of 1940, as amended (the "Act").
For purposes of the opinions expressed
in this letter, we have examined the
Trust's Declaration of Trust, as
amended through the date hereof, the
Distribution Agreements and such other
documents and questions of law as we
have deemed necessary or advisable.
As to relevant matters of fact,
we have relied upon such documents
and certificates as we deemed appropriate.
Based on the foregoing, we are of the
opinion that when (a) the 3,277,418,270
shares of Merrill Lynch Treasury Fund
Beneficial Interest, (b) the 13,658,666,165
shares of Merrill Lynch Government Fund
Beneficial Interest, (c) the 67,124,483,921
shares of Merrill Lynch Institutional
Fund Beneficial Interest, (d) the
5,129,231,992 shares of Merrill Lynch
Institutional Tax-Exempt Fund Beneficial
Interest and (e) the 12,237,737,259 shares
of Merrill Lynch Premier Institutional Fund
referred to in Item 10 of the Notice were
sold during the fiscal year ended April
30, 1997 pursuant to the Distribution
Agreement relating to each such Fund
in reliance upon registration pursuant
to Rule 24f-2 of the Act and in accordance
with the currently effective prospectus
of the Trust, the shares of Beneficial
Interest referred to in clauses (a), (b),
(c), (d) and (e) were legally issued,
fully paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
