May 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
CMA TREASURY FUND
File No. 33-37439
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940,
CMA Treasury Fund (the "Fund") hereby files
its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
ended March 31, 1994 (the "Fiscal Year").
2. No shares of beneficial interest 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 beneficial interest were
registered under the Securities Act during
the Fiscal Year other than pursuant to
Rule 24f-2.
4. 6,005,046,894 shares of beneficial interest
were sold during the Fiscal Year.*
5. 6,005,046,894 shares of beneficial interest
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with this 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.
_______________
*The aggregate sale price for all shares sold
during the Fiscal Year was $6,005,046,894. See
Paragraph 6 for the calculation of the aggregate
sale price of shares sold in reliance upon Rule
24f-2.
<PAGE>
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
as follows:
(i) Aggregate sale price for
6,005,046,894 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$6,005,046,894
reduced by
(ii) Actual aggregate redemption
price for the 6,103,394,111 shares
of beneficial interest redeemed
during the Fiscal Year.
$6,103,394,111
equals amount on which filing is based $ -0-
Please direct any questions relating to this
Notice to Robert Harris at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2025, or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5525.
Very truly yours,
CMA TREASURY FUND
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 20, 1994
CMA Treasury Fund
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 CMA Treasury Fund, a Massachusetts
business trust (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 6,005,046,894 shares of
beneficial interest, par value $0.10 per share, of the Fund
(the "Shares") which were sold during the Fund's fiscal
year ended March 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 Declaration of Trust
of the Fund, 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,
except that shareholders of the Fund may under certain
circumstances be held personally liable for the Fund's
obligations.
In rendering this opinion, we have relied as to matters of
Massachusetts law upon an opinion of Bingham, Dana &
Gould, dated May 10, 1994, rendered to the Fund.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an attachment to the
Notice.
Very truly yours,
