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 Multi-State Municipal Series Trust:
Merrill Lynch Pennsylvania Municipal Bond Fund
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 Pennsylvania Municipal Bond Fund - Class A
Merrill Lynch Pennsylvania Municipal Bond Fund - Class B
Merrill Lynch Pennsylvania Municipal Bond Fund - Class C
Merrill Lynch Pennsylvania Municipal Bond Fund - Class D
3. Investment Company Act File Number: 811-4375
Securities Act File Number: 33-35442
4. Last day of fiscal year for which this notice is filed:
July 31, 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:
0 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
1,399,286 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
1,969,300 shares $22,147,242
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
570,014 shares $ 6,885,769
(Based on a maximum offering price of $12.08)
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
338,783 shares $ 3,810,255
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 6,885,769
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 3,810,255
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $39,865,478
(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
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).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date September 23, 1997
BROWN & WOOD LLP
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile: 212-839-5599
September 25, 1997
Merrill Lynch Multi-State Municipal
Series Trust
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sir or Madam:
This opinion is furnished in connection with the notice (the
"Notice") to be filed by Merrill Lynch Multi-State Municipal
Series Trust, a Massachusetts business trust (the "Trust"), with
the Securities and Exchange Commission pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. The Notice
is being filed to make definite the registration under the
Securities Act of 1933, as amended, of 6,751,542 shares of
beneficial interest, par value $0.10 per share, of the Trust (the
"Shares") which were sold during the Trust's fiscal year ended
July 31, 1997. The Shares consist of 570,014 shares of
beneficial interest of Merrill Lynch Pennsylvania Municipal Bond
Fund (the "Pennsylvania Fund"); 327,189 shares of beneficial
interest of Merrill Lynch Florida Municipal Bond Fund (the
"Florida Fund"); 1,088,501 shares of beneficial interest of
Merrill Lynch Ohio Municipal Bond Fund (the "Ohio Fund");
192,559 shares of beneficial interest of the Merrill Lynch North
Carolina Municipal Bond Fund (the "North Carolina Fund");
1,805,591 shares of beneficial interest of the Merrill Lynch
Michigan Municipal Bond Fund (the "Michigan Fund"); 1,129,849
shares of beneficial interest of the Merrill Lynch Connecticut
Municipal Bond Fund (the "Connecticut Fund"); 713,298 shares of
beneficial interest of the Merrill Lynch Maryland Municipal Bond
Fund (the "Maryland Fund"); 493,622 shares of beneficial interest
of the Merrill Lynch New Mexico Municipal Bond Fund (the "New
Mexico Fund"); 401,299 shares of beneficial interest of the
Merrill Lynch Colorado Municipal Bond Fund (the "Colorado Fund");
and 29,620 shares of beneficial interest of the Merrill Lynch
Arkansas Municipal Bond Fund (the "Arkansas Fund"). The
Pennsylvania, Florida, Ohio, North Carolina, Michigan,
Connecticut, Maryland, New Mexico, Colorado and Arkansas Funds
comprise 10 of the 17 series of the Trust currently offering
their shares to the public.
As counsel for the Trust, we are familiar with the
proceedings taken by it in connection with the authorization,
issuance and sale of the Shares. In addition, we have examined
and are familiar with the Declaration of Trust of the Trust, the
By-Laws of the Trust and such other documents as we have deemed
relevant to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion that the
Shares were legally issued, fully paid and non-assessable.
In rendering this opinion, we have relied as to matters of
Massachusetts law upon an opinion of Bingham, Dana & Gould, dated
September 24, 1997, rendered to the Trust.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an attachment to the
Notice.
Very truly yours,
/s/ Brown & Wood LLP
