January 21,1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH U.S. TREASURY
MONEY FUND
File No. 33-37537
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940,
Merrill Lynch U.S. Treasury Money Fund
(the "Fund") hereby files its Rule 24f-2 Notice
(the "Notice").
1. The Notice is being filed for the fiscal year
ended November 30, 1993 (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. 16,045,105 shares of beneficial interest were
registered under the Securities Act during
the Fiscal Year other than pursuant to
Rule 24f-2.
4. 169,140,970 shares of beneficial interest were
sold during the Fiscal Year.*
5. 153,095,865 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 of
beneficial interest sold during the Fiscal Year
was $153,095,865. 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) Actual aggregate sale price for
153,095,865 shares of beneficial
interest sold during the Fiscal
reliance upon registration
Year in pursuant to Rule 24f-2.
$153,095,865
reduced by
(ii) Actual aggregate redemption
price for the 181,636,527 shares
of beneficial interest redeemed
during the Fiscal Year.
$181,636,527
equals amount on which filing is based
$ -0-
Please direct any questions relating to this
Notice to Mark B. Goldfus at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2023 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 U.S. TREASURY
MONEY FUND
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
January 19, 1994
Merrill Lynch U.S. Treasury Money 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 Merrill Lynch
U.S. Treasury Money 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
153,095,865 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 November 30, 1993.
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
January 12, 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,
