May 26, 1995
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, 1995 (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. 98,637,217 shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
4. 6,534,376,700 shares of beneficial interest
were sold during the Fiscal Year.*
5. 6,435,739,483 shares of beneficial interest
were 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 $6,534,376,700. See
Paragraph 6 for the calculation of the aggregate
sale price of shares sold in reliance upon Rule
24f-2.
<PAGE>
6. In accordance with Paragraph (c) of Rule
24f-2, the fee of $19,407.33 has been wired.
Such fee which relates to the 6,435,739,483
shares of beneficial interest 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 price of
shares of beneficial interest redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based is as follows:
(i) Aggregate sale price for
6,435,739,483 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$6,435,739,483
reduced by
(ii) Actual aggregate redemption
price for the 6,379,458,214 shares
of beneficial interest redeemed
during the Fiscal Year.
$6,379,458,214
equals amount on which filing is based
$56,281,269
Based upon the above calculation, $19,407.33
is payable with respect to the registration of
6,435,739,483 shares of beneficial interest of
the Fund.
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 Frank Bruno
at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5540.
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 30, 1995
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 6,435,739,483 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, 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 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 25, 1995, 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,
