January 25, 1995
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, 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. 28,830,662 shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
4. 188,819,746 shares of beneficial interest were
sold during the Fiscal Year.*
5. 159,989,084 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 of
beneficial interest sold during the Fiscal Year
was $188,819,746. 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
159,989,084 shares of beneficial
interest sold during the Fiscal
reliance upon registration
Year in pursuant to Rule 24f-2.
$159,989,084
reduced by
(ii) Actual aggregate redemption
price for the 204,278,073 shares
of beneficial interest redeemed
during the Fiscal Year.
$204,278,073
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/ Jaclyn Scheck
- - - - - - - - - - -
Jaclyn Scheck
Assistant Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
January 24, 1995
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 159,989,084 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, 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 January 20, 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,
