January 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH GLOBAL UTILITY
FUND, INC.
File No. 33-37103
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Global Utility 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 November 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. 10,084,885 shares of common stock were sold
during the Fiscal Year.*
_______________
*Of this amount, 1,418,075 Class A shares were
sold at an aggregate price of $18,954,263,
8,594,406 Class B shares were sold at an
aggregate price of $112,616,998, 36,927 Class C
shares were sold at an aggregate price of
$446,777 and 35,477 Class D shares were sold
at an aggregate price of $443,803.
The aggregate sale price for all shares sold during
the Fiscal Year was $132,461,841. See
paragraph 6 for the calculation of the aggregate
sale price of shares sold in reliance upon Rule 24f-2.
<PAGE>
5. 10,084,885 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 Shereff, Friedman,
Hoffman & Goodman 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. 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 is based follows:
(i) Actual aggregate sale price for the
10,084,885 shares of common stock
sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2. $132,461,841
reduced by
(ii) Actual aggregate redemption price
for the 19,965,755 shares of common
stock redeemed during the Fiscal Year.* $253,809,290
equals amount on which filing fee is based $ -0-
_______________
*Of this amount, 3,085,387 were Class A shares
which were redeemed at an aggregate price of
$39,503,880, 16,864,631 were Class B shares
which were redeemed at an aggregate price of
$214,110,349, 1 was a Class C share which
was redeemed at an aggregate price of $13
and 15,736 were Class D shares which were
redeemed at an aggregate price of $195,048.
The aggregate redemption price for all shares
redeemed during the Fiscal Year was
$253,809,290.
<PAGE>
Please direct any questions relating to this
filing to Patrick D. Sweeney at Merrill Lynch
Asset Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2023, or to Joel H.
Goldberg, Esq. at Shereff, Friedman, Hoffman &
Goodman, 919 Third Avenue, New York, New York
10022 (212) 891-9407.
Very truly yours,
MERRILL LYNCH GLOBAL UTILITY FUND, INC.
By /s/ Patrick D. Sweeney
- - - - - - - - - - - - -
Patrick D. Sweeney
Secretary
Merrill Lynch Global Utility Fund, Inc.
January 24, 1995
Page 2
SHEREFF, FRIEDMAN, HOFFMAN
& GOODMAN, llp
919 Third Avenue
New York, New York 10022
(212) 758-9500
January 24, 1995
Merrill Lynch Global Utility Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sirs:
Merrill Lynch Global Utility Fund, Inc.,
a Maryland corporation (the "Corporation"), is
filing with the Securities and Exchange
Commission a Rule 24f-2 Notice containing the
information specified in paragraph (b)(1) of
Rule 24f-2 under the Investment Company Act
of 1940 (the "Rule"). The effect of the Rule
24f-2 Notice, when accompanied by this Opinion
and by the filing fee, payable as prescribed by
paragraph (c) of the Rule will be to make definite
in number the number of shares sold by the
Corporation during its fiscal year ended
November 30, 1994 in reliance upon the Rule
(the "Rule 24f-2 Shares").
We have served as counsel to the
Corporation since its inception and have
participated in various corporate and other
proceedings relating to the Corporation and to
the Rule 24f-2 Shares. We have examined copies,
either certified or otherwise proven to our
satisfaction to be genuine, of its Charter and By-
laws, as currently in effect, and have received a
Certificate of Good Standing dated January 24,
1995 from the Department of Assessments and
Taxation of the State of Maryland certifying the
existence and good standing of the Corporation.
We have also reviewed the form of the Rule 24f-2
Notice being filed by the Corporation.
The Corporation has advised us that the
Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Corporation
current and effective under the Securities Act of
1933 at the time of sale, that the Rule 24f-2 Shares
were sold in numbers within the limits prescribed by
the Charter of the Corporation, and that the
Corporation received with respect to the Rule 24f-2
Shares consideration in an amount of not less than
the par value thereof as required by the laws of
Maryland and not less than the net asset value
thereof as required by the Investment Company Act
of 1940.
<PAGE>
Based upon the foregoing, it is our opinion
that the Rule 24f-2 Shares were legally issued and
are fully paid and non-assessable.
We are members of the Bar of the State of
New York and do not hold ourselves out as being
conversant with the laws of any jurisdiction other
than those of the United States of America and the
State of New York. We note that we are not
licensed to practice law in the State of Maryland,
and to the extent that any opinion herein involves
the law of Maryland, such opinion should be
understood to be based solely upon our review of
the documents referred to above, the published
statutes of the State of Maryland, and where
applicable, published cases, rules or regulations
or regulatory bodies of that State. We hereby
consent to the filing of this Opinion with the
Securities and Exchange Commission together
with the Rule 24f-2 Notice of the Corporation, and
to the filing of this Opinion under the securities
laws of any state.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, llp
Shereff, Friedman, Hoffman & Goodman, llp
SFH&G:LAR:MKN:VAZ:fs
