September 21, 1995
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. 33-14517
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, 1995 (the "Fiscal Year").
2. 12,675,931 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. 7,394,946 shares of Beneficial
Interest were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
4. 1,433,040 shares of Beneficial
Interest were sold during the
Fiscal Year.*
____________
*Of this amount 181,563 Class A
shares were sold at an aggregate
price of $2,167,007, 1,056,552
Class B shares were sold at an
aggregate price of $12,463,967,
76,521 Class C shares were sold
at an aggregate price of $887,173
and 118,404 Class D shares were
sold at an aggregate price of
$1,368,928. The aggregate price
of all shares of beneficial interest
sold during the fiscal year was
$16,887,075.
<PAGE>
5. No shares of common stock were
sold during the Fiscal Year in
reliance upon registration pursuant
to Rule 24f-2.
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, LLP, 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
