February 27, 1995
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,
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. 25,208,539 shares of common stock were
sold during the Fiscal Year.*
__________________
*Of this amount, 2,498,395 Class A shares
were sold at an aggregate price of
$22,374,981, 22,383,630 Class B shares
were sold at an aggregate price of
$198,076,750, 149,131 Class C shares
were sold at an aggregate price of
$1,233,348 and 177,383 Class D shares
were sold at an aggregate price of
$1,478,177. The aggregate sale price
for all shares sold during the Fiscal Year
was $223,163,256. See paragraph 6 for
the calculation of the aggregate sale price
of shares sold in reliance upon Rule 24f-2.
<PAGE>
5. 25,208,539 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. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with
the filing of this Notice. The calculation of
the amount on which the filing fee is based as
follows:
(i) Actual aggregate sale price for the
25,208,539 shares of common stock
sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2. $223,163,256
reduced by
(ii) Actual aggregate redemption price
for the 90,705,808 shares of common
stock redeemed during the Fiscal Year.* $782,435,561
equals amount on which filing fee is based $ -0-
_______________
*Of this amount, 15,962,356 were Class A
shares which were redeemed at an aggregate
price of $138,247,016, 74,723,963 Class B
shares which were redeemed at an aggregate
price of $644,026,143, 2,720 were Class C
shares which were redeemed at an aggregate
price of $22,392 and 16,769 were Class D
shares which were redeemed at an aggregate
price of $140,010. The aggregate redemption
price for all shares redeemed during the Fiscal
Year was $782,435,561.
<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 Frank P.
Bruno at Brown & Wood, One World Trade
Center, New York, New York 10048,
(212) 839-5540.
Very truly yours,
MERRILL LYNCH WORLD
INCOME FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
February 24, 1995
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 25,208,539 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, 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,
/s/ Brown & Wood
