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 LATIN AMERICA FUND, INC.
File No. 33-41622
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Latin America 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, 1993
(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. 13,798,676 shares of common stock were
sold during the Fiscal Year.*
5. 13,798,676 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 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 for an non-assessable.
_______________
*Of this amount, 2,937,106 Class A shares were
sold at an aggregate price of $36,978,743 and
10,861,570 Class B shares were sold at an
aggregate price of $136,390,183. The aggregate
sale price for all shares sold during the Fiscal
Year was $173,368,926. 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 $45,066.32 has been wired.
Such fee which relates to the 13,798,676
shares of common stock 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 common
stock redeemed or repurchased during the
Fiscal Year. The calculation of the amount
on which the filing fee is based as follows:
(i) Actual sale price for the
13,798,676 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$173,368,926
reduced by
(ii) Actual aggregate redemption
price for the 3,681,158 shares
of common stock redeemed during
the Fiscal Year.*
$ 42,677,501
equals amount on which filing fee is based
$130,691,425
Based upon the above calculation, $45,066.32 is
payable with respect to the registration of
13,798,676 shares of common stock of the Fund.
Please direct any questions relating to this
filing 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) 839-8525.
Very truly yours,
MERRILL LYNCH LATIN AMERICA FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
* Of this amount, 932,700 Class A shares
were redeemed at an aggregate price of
$10,899,696 and 2,748,458 Class B shares
were redeemed at an aggregate price
of $31,777,805. The aggregate redemption
price for all shares was $42,677,501.
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 Latin America Fund, Inc.
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 Latin America Fund, Inc.,
a Maryland corporation (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 13,798,676 shares of
common stock, par value $.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 Articles of
Incorporation of the Fund, as amended, 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.
We hereby consent to the filing of this
opinion with the Securities and Exchange
Commission as an attachment to the Notice.
Very truly yours,
