August 23, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Merrill Lynch Developing Capital Markets
Fund, Inc.
File No. 33-28248
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Developing Capital Markets 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 June 30, 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. 20,121,319 shares of common stock were sold
during the Fiscal Year.*
5. 20,121,319 shares of common stock were sold
during the Fiscal Year in reliance upon registration
pursuant to Rule 24f-2. Attached to 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 for an non-assessable.
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $84,564.87 has been wired. Such
fee which relates to the 20,121,319 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
____________
*The aggregate sale price for all shares of
common stock sold during the Fiscal Year was
$326,778,743. All of such shares were Class A
common stock. No shares of Class B common
stock were sold during the fiscal year. See
Paragraph 6 for the calculation of the
aggregate sale price of shares sold in
reliance upon Rule 24f-2.
<PAGE>
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) Maximum possible aggregate sale
price for the 20,121,319 shares of
common stock sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$326,778,743
reduced by
(ii) Aggregate redemption price for
the 5,183,789 shares of common
stock redeemed during the
Fiscal Year.
$81,542,325
equals amount on which filing fee is based
$245,236,418
Based upon the above calculation, $84,564.87 is
payable with respect to the registration of
20,121,319 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Mark B. Goldfus at the above address 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 Developing Capital Markets Fund,
Inc.
By__________________________
Mark B. Goldfus, Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
August 22, 1994
Merrill Lynch Developing Capital Markets 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
Developing Capital Markets 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 20,121,319 shares of
common stock, par value $.10 per share,
of the Fund (the "Shares") which were sold
during the Fund's fiscal year ended
June 30, 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,
