February 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH WORLD INCOME FUND, INC.
File No. 33-42681
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch World Income 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 December 31, 1993
(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. 82,577,966 shares of common stock were sold
during the Fiscal Year.*
5. 82,577,966 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.
_______________
*Of this amount, 9,678,184 Class A shares were
sold at an aggregate price of $89,890,488 and
72,899,782 Class B shares were sold at an
aggregate price of $666,438,413. The aggregate
sale price for all shares sold during the Fiscal
Year was $756,328,901. See paragraph 6 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
6. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $120,046.88
has been wired. Such fee which relates
to the 82,577,966 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 calculation of
the amount on which the filing fee is based
as follows:
(i) Actual aggregate sale price for the
82,577,966 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$756,328,901
reduced by
(ii) Actual aggregate redemption price
for the 44,633,388 shares of common
stock redeemed during the
Fiscal Year.
$408,195,384
equals amount on which filing fee is based
$348,133,517
Based upon the above calculation, $120,046.88 is
payable with respect to the registration of
82,577,966 shares of common stock of the Fund.
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) 839-8525.
Very truly yours,
MERRILL LYNCH WORLD INCOME FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
_______________
*Of this amount, 12,293,992 were Class A shares
which were redeemed at an aggregate price of
$112,364,468 and 32,339,396 Class B shares which
were redeemed at an aggregate price of
$295,830,916.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
February 22, 1994
Merrill Lynch World Income 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 World
Income 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 82,577,966 shares of common stock,
par value $.10 per share, of the Fund (the "Shares")
which were sold during the Fund's fiscal year ended
December 31, 1993.
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,
