July 25, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH INTERNATIONAL
EQUITY FUND
File No. 33-44917
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940,
Merrill Lynch International Equity Fund
(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 May 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. 100,960,829 shares of common stock were sold
during the Fiscal Year.*
5. 100,960,829 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, 22,000,407 Class A shares were
sold at an aggregate sale price of $241,237,095
and 78,960,422 Class B shares were sold at an
aggregate sale price of $853,108,016. The
aggregate sale price for all shares of common
stock sold during the Fiscal Year was
$1,094,345,111. 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 $342,600.25 has been wired. Such
fee which relates to the 100,960,829 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 Fund did not
apply the redemption or repurchase price
of any shares of common stock redeemed
or repurchased during the Fiscal Year
pursuant to Rule 24e-2(a) in filings made
pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.
The calculation of the amount on which
the filing fee is based is as follows:
(i) Maximum aggregate sale price for
the 100,960,829 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$1,094,345,111
reduced by
(ii) Actual aggregate redemption price for
the 9,103,324 shares of common
stock redeemed during the
Fiscal Year.*
$ 100,811,338
equals amount on which filing fee is based
$ 993,533,773
Based upon the above calculation, $342,600.25 is
payable with respect to the registration of
100,960,829 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Michael J. Hennewinkel at Merrill Lynch
Asset Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2024, 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 INTERNATIONAL EQUITY FUND
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
_______________
*Of this amount, 3,936,958 shares were Class A shares which
were redeemed at an aggregate price of $43,370,904 and
5,166,366 shares were Class B shares which were redeemed at
an aggregate price of $57,440,434.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
July 22, 1994
Merrill Lynch International Equity 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
International Equity 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 100,960,829 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 May 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 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 July 15, 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,
