May 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH TECHNOLOGY FUND, INC.
File No. 33-42639
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Technology 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 March 31, 1994
(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. 48,316,017 shares of common stock were sold
during the Fiscal Year.*
5. 48,316,017 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 and non-assessable.
_______________
*Of this amount, 12,878,911 Class A shares were
sold at an aggregate price of $67,499,610 and
35,437,106 Class B shares were sold at an
aggregate price of $182,856,653. The aggregate
sale price for all shares of common stock sold
during the Fiscal Year was $250,356,263. 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 $62,410.10 has been wired.
Such fee which relates to the 48,316,017
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) Aggregate sale price for the
48,316,017 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$250,356,263
reduced by
(ii) Actual aggregate redemption price
for the 13,579,075 shares of common
stock redeemed during the
Fiscal Year.*
$ 69,368,243
equals amount on which filing fee is based
$180,988,020
Based upon the above calculation, $62,410.10 is
payable with respect to the registration of
48,316,017 shares of common stock of the Fund.
Please direct any questions relating to this
filing 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) 839-8525.
Very truly yours,
MERRILL LYNCH TECHNOLOGY FUND, INC.
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
_______________
*Of this amount, 5,113,371 shares were Class A
shares which were redeemed at an aggregate price
of $26,393,833 and 8,465,704 shares were Class B
shares which were redeemed at an aggregate price
of $42,974,410.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 20, 1994
Merrill Lynch Technology 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 Technology 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 48,316,017 shares
of common stock, par value $.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 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,
