August 21, 1995
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, 1995 (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. 23,615,331 shares of common stock were sold
during the Fiscal Year.*
5. 23,615,331 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 and non-assessable.
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $64,174.98 has been wired. Such fee
which relates to the 23,615,331 shares of
common stock referred to in Paragraph 5
____________
*Of this amount, 5,308,700 Class A shares were
sold at an aggregate price of $82,335,919,
14,365,857 Class B shares were sold at an
aggregate price of $217,255,334, 1,551,655
Class C shares were sold at an aggregate price
of $21,809,222 and 2,389,119 Class D shares
were sold at an aggregate price of
$33,394,369. See Paragraph 6 for the
calculation of the aggregate sale price of
shares sold in reliance upon Rule 24f-2.
<PAGE>
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) Actual aggregate sale price for the
23,615,331 shares of common stock sold
during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
$354,794,844
reduced by
(ii) Actual Aggregate redemption price
for the 11,992,678 shares of
common stock redeemed during the
Fiscal Year.*
$168,687,407
equals amount on which filing fee is based
$186,107,437
Based upon the above calculation, $64,174.98 is
payable with respect to the registration of
23,615,331 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) 839-5525.
Very truly yours,
Merrill Lynch Developing Capital Markets Fund,
Inc.
By__________________________
/s/ Mark B. Goldfus, Secretary
____________
*Of this amount, 8,433,943 Class A shares were
redeemed at an aggregate price of $120,621,522,
2,458,974 Class B shares were redeemed at an
aggregate price of $33,445,698, 178,022 Class C
shares were redeemed at an aggregate price of
$2,376,474 and 921,739 Class D shares were redeemed
at an aggregate price of $12,243,713.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
August 22, 1995
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 23,615,331 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, 1995.
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 are 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,
