September 20, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Merrill Lynch Strategic Dividend Fund
File No. 811-5178
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Strategic Dividend Fund (the "Fund") hereby
files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
of the Fund ended July 31, 1994 (the "Fiscal Year").
2. 9,662,508 shares of Beneficial Interest of the
Fund which had been registered under the
Securities Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
3. 4,920,931 shares of Beneficial Interest were
registered under the Securities Act during
the Fiscal Year other than pursuant to Rule 24f-2.
4. 1,907,508 shares of Beneficial Interest were
sold during the Fiscal Year.*
5. No shares of common stock were sold during the
Fiscal Year in reliance upon registration pursuant
to Rule 24f-2.
____________
*Of this amount 565,272 Class A shares were
sold at an aggregate price of $7,659,981, and
1,342,236 Class B shares were sold at an
aggregate price of $17,730,479. The aggregate
price of all shares of beneficial interest
sold during the fiscal year was $25,390,460.
<PAGE>
Please direct any questions relating to this
filing to Robert Harris at P.O. Box 9011,
Princeton, NJ, 08543-9011 or to Valerie Zondorak
at Shereff, Friedman, Hoffman and Goodman, 919
Third Avenue, New York, New York 10022, (212) 891-
9244.
Very truly yours,
Merrill Lynch Strategic Dividend Fund
By /s/ Robert Harris
- - - - - - - - - - -
(Robert Harris)
Secretary
