MERRILL LYNCH STRATEGIC DIVIDEND FUND
24F-2NT, 2000-10-20
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UNITED  STATES
SECURITIES  AND  EXCHANGE  COMMISSION
WASHINGTON,  D.C.  20549

FORM  24F-2

ANNUAL  NOTICE  OF  SECURITIES  SOLD
PURSUANT  TO  RULE  24F-2

     Read  instructions  at  end  of  form  before  preparing  form.


1.   Name  and  address  of  issuer:   Merrill Lynch Strategic Dividend Fund
                                                        800  Scudders  Mill Road
                                                        Plainsboro,  NJ  08536


2.   The  name  of each series or class of securities for which this Form is
filed  (If  the  Form is being filed for all series and classes of securities of
the  issuer,  check  the  box  but  do  not  list  series  or  classes)

                                                                     X


3.   Investment  Company  Act  File  Number:         811-5178

     Securities  Act  File  Number:                  33-14517


4(a). Last  day  of  fiscal year for which this Form is filed:    July 31, 2000

4(b). Check  box  if  this  Form  is  being  filed  late (i.e., more than 90
calendar days after the end of the issuer's fiscal year).  (See Instruction A.2)

Note: If the Form is being filed late, interest must be paid on the registration
fee  due.

4(c). Check  box  if  this  is  the last time the Issuer will be filing this
Form.


5.   Calculation  of  registration  fee:

     (1)  Aggregate  sale  price  of  securities  sold  during  the  fiscal year
          pursuant  to  section  24(f):           $ 42,244,861


     (2)  Aggregate  price  of  securities  redeemed  or  repurchased during the
          fiscal  year:                           $ 85,967,528


     (3)  Aggregate price of securities redeemed or repurchased during any prior
          fiscal  year  ending  no  earlier than October 11, 1995 that were not
          previously used  to  reduce  registration  fees  payable  to  the
          Commission                              $113,455,382


     (4)  Total  available  redemption  credits  [add  Items  5(ii)  and  5(iii)
                                                 -$199,422,910


     (5)  Net  sales  -  If  Item 5(i) is greater than Item 5(iv) [subtract Item
          5(iv)  from  Item  5(i)]:               $0


<PAGE>


     (6)  Redemption credits available for use in future years if Item 5(i) is
         less  than  Item  5(iv) [subtract Item 5(iv) from Item 5(i)]:
                                                  $(157,178,049)

     (7)  Multiplier  for  determining  registration  fee (See Instruction C.9):
                                                  X  .000264

     (8)  Registration  fee  due [multiply Item 5(v) by Item 5 (vii)] (enter "0"
          if  no  fee  is  due):                  =$0


  6.  Prepaid  Shares

  If  the  response  to  Item 5(i) was determined by deducting an amount of
  securities that were registered under the Securities Act of 1933 pursuant to
  rule 24e-2 as in effect before  October 11, 1997, then report the amount of
  securities (number of shares or other units) deducted here: 0. If there is a
  number of shares or other units that were registered pursuant
  to rule 24e-2  remaining unsold at the end of the fiscal year for which this
  form is filed that are  available  for  use  by  the issuer in future fiscal
  years, then state that number  here: 0.


  7. Interest due-if this Form is being filed more than 90 days after the end
     of  the  Issuer's  fiscal  year  (see  Instruction  D):

                                                         =$0

  8. Total of the amount of the registration fee due plus any interest due
     [line 5  (viii)  plus  line  7]:                    =$0

  9. Date the registration fee and any interest payment sent to the Commission's
     lockbox  depository:

                                  Method  of  Delivery:

                                   Wire  Transfer
                                   Mail  or  other  means


      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  (Signature  and  Title)1
                                               /s/ Ira P. Shapiro
                                                   Ira P. Shapiro
                                                  First Vice President -
                                                  MLIM Legal Advisory

   October 19, 2000
Date

1 Please print the name and title of the signing officer below the signature.



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