May 26, 1995
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, 1995
(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. 155,686,450 shares of common stock were
sold during the Fiscal Year.*
5. 155,686,450 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, 31,862,508 Class A shares were
sold at an aggregate price of $176,003,015,
110,181,775 Class B shares were sold at an
aggregate price of $589,755,859, 5,309,942
Class C shares were sold at an aggregate price
of $27,166,187 and 8,332,225 Class D shares
were sold at an aggregate price of $44,307,790.
The aggregate sale price for all shares of common
stock sold during the Fiscal Year was
$837,232,851. 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 $193,763.11 has been wired. Such
fee which relates to the 155,686,450 shares
of common stock referred to in Paragraph 5
is based upon the actual 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 is as follows:
(i) Actual aggregate sale price for the
155,686,450 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$837,232,851
reduced by
(ii) Actual aggregate redemption price
for the 52,547,649 shares of common
stock redeemed during the
Fiscal Year.*
$275,319,827
equals amount on which filing fee is based
$561,913,024
Based upon the above calculation, $193,763.11
is payable with respect to the registration of
155,686,450 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 Frank Bruno
at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5540.
Very truly yours,
MERRILL LYNCH TECHNOLOGY
FUND, INC.
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
_______________
*Of this amount, 17,158,170 shares were
Class A shares which were redeemed at
an aggregate price of $92,814,537, 31,692,920
shares were Class B shares which were
redeemed at an aggregate price of
$163,195,508, 552,255 shares were Class C
shares which were redeemed at an
aggregate price of $2,727,441 and 3,144,304
shares were Class D shares which were
redeemed at an aggregate price
of $16,582,341.
shares of common stock
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 26, 1995
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
155,686,450 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, 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
Articles of Incorporation of the Fund, as amended,
including the Articles Supplementary filed November
17, 1994 with the Department of Assessments and
Taxation of the State of Maryland, 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 there are sufficient grounds to conclude that the
Shares are legally issued, fully paid and
non-assessable.
In rendering this opinion, we have relied with
your consent as to matters of Maryland law upon
the opinion of Galland, Kharasch, Morse & Garfinkle,
P.C., dated December 1, 1994, previously delivered
to us.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as
an attachment to the Notice.
Very truly yours,
