December 27, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH GLOBAL CONVERTIBLE
FUND, INC.
File No. 33-18720
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Global Convertible Fund, Inc. (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 October 31, 1994 (the "Fiscal
Year").
2. No shares of common stock 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. No shares of common stock were registered under
the Securities Act during the Fiscal Year other
than pursuant to Rule 24f-2.
4. 3,640,855 shares of common stock were sold
during the Fiscal Year.*
_______________
*Of this amount, 552,279 Class A shares were sold
at an aggregate purchase price of $5,993,695,
3,053,210 Class B shares were sold at an aggregate
purchase price of $33,198,057, 18,780 Class C
shares were sold at an aggregate purchase price of
$202,593 and 16,586 Class D shares were sold at an
aggregate purchase price of $182,308. The
aggregate sale price for all shares of common
stock sold during the Fiscal Year was $39,576,653.
<PAGE>
5. 3,640,855 shares of common stock were sold
during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. Transmitted
with this Notice is an opinion of Brown & Wood,
counsel for the Fund, indicating that the securities
the registration of which this Notice makes definite
in number were legally issued, fully paid and
non-assessable.
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $9,443.57 has been wired. Such
fee, which relates to the 3,640,855 shares referred
to in Paragraph (5), is based upon the actual
aggregate sale price for which such securities were
sold during the Fiscal Year, reduced by the actual
aggregate repurchase price of shares of common
stock redeemed or repurchased during the Fiscal Year.
The Fund did not apply the redemption or repurchase
price of any shares of common stock redeemed or
repurchased during the Fiscal Year pursuant to
Rule 24e-2(a) in filings made pursuant to Rule 24(e)(1)
of the Investment Company Act of 1940. The calculation
of the amount on which the filing fee is based is as follows:
(i) Aggregate sale price for the
3,640,855 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to rule 24f-2. $39,576,653
reduced by
(ii) Aggregate redemption price for
the 1,126,246 shares of common
stock redeemed during the
Fiscal Year.* $12,190,502
equal amount on which filing fee
is based $27,386,151
Based on the above calculation $9,443.57 is
payable with respect to the registration of shares
of common stock of the Fund.
_________________________
*Of this amount, 247,561 Class A shares were
redeemed at an aggregate price of $2,665,037,
878,683 Class B shares were redeemed at an
aggregate price of $9,525,443, 1 Class C share
was redeemed at an aggregate price of $11 and
1 Class D share was redeemed at an aggregate
price of $11. The aggregate redemption price of
all shares redeemed was $12,190,502.
<PAGE>
Please direct any questions relating to this
filing to Mark B. Goldfus at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2023, or to Laurin Blumenthal
Kleiman At Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5525.
Very truly yours,
MERRILL LYNCH GLOBAL CONVERTIBLE
FUND, INC.
By /s/ Jaclyn Scheck
- - - - - - - - - - -
Jaclyn Scheck
Assistant Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
December 21, 1994
Merrill Lynch Global Convertible Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection with the notice (the
"Notice") to be filed by Merrill Lynch Global Convertible Fund,
Inc., a Maryland corporation (the "Fund"), 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 3,640,855 shares of common stock, par
value $.10 per share, of the Fund (the "Shares") which were sold
during the Fund's fiscal year ended October 31, 1994.
As counsel for the Fund, 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 Articles of Incorporation of the Fund,
as amended, the By-Laws of the Fund 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.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an attachment to the
Notice.
Very truly yours,
