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 ALLOCATION
FUND, INC.
File No. 33-22462
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Global Allocation 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. 278,093,294 shares of common stock were sold
during the Fiscal Year.*
_______________
*Of this amount, 51,696,255 Class A shares were
sold at an aggregate purchase price of $702,346,115,
225,442,147 Class B shares were sold at an aggregate
purchase price of $2,984,209,294, 569,603 Class C
shares were sold at an aggregate purchase price of
$7,333,052 and 385,289 Class D shares were sold at an
aggregate purchase price of $5,113,782. The aggregate
sale price for all shares of common stock sold during the
Fiscal Year was $3,699,002,243. See Paragraph 6 for the
calculation of the aggregate sale price of shares sold in
reliance upon Rule 24f-2.
<PAGE>
5. 278,093,294 shares of common stock were sold
during the Fiscal Year in reliance upon registration
pursuant to Rule 24f-2. Transmitted with the 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 $899,628.26 has been wired. Such fee, which
relates to the 278,093,294 shares of common stock
referred to in Paragraph 5, is based upon the aggregate
sale price for which such securities were sold during the
Fiscal Year, reduced by the actual aggregate redemption
or 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
Section 24(e)(1) of the Investment Company Act of 1940.
The calculation of the amount on which the filing fee is based
as follows:
(i) Aggregate sale price for the
278,093,294 shares of common
stock sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $3,699,002,243
reduced by
(ii) Aggregate redemption price for
the 82,572,031 shares of common
stock redeemed during the
Fiscal Year.* $1,090,098,553
equals amount on which filing fee
is based $2,608,903,690
Based upon the above calculation, $899,628.26 is
payable with respect to the registration of 278,093,294
shares of common stock of the Fund.
_______________
*Of this amount, 19,692,065 were Class A shares which were
redeemed at an aggregate price of $262,792,460, 62,873,994
were Class B shares which were redeemed at an aggregate
price of $827,228,356, 586 were Class C shares which were
redeemed at an aggregate price of $7,533 and 5,386 were
Class D shares which were redeemed at an aggregate price
of $70,204. The aggregate redemption price for all shares
of common stock redeemed during the Fiscal Year was
$1,090,098,553.
<PAGE>
Please direct any questions relating to this
filing to Michael J. Hennewinkel at Merrill Lynch
Asset Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2024, 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 ALLOCATION
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 Allocation 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 Allocation 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 278,093,294 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,
