July 21, 1995
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, 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. 59,251,237 shares of common stock were
sold during the Fiscal Year.*
______________
*Of this amount, 8,250,116 Class A shares
were sold at an aggregate sale price of
$90,131,523, 39,671,147 Class B shares
were sold at an aggregate sale price of
$441,827,803, 2,764,893 Class C shares
were sold at an aggregate sale price of
$28,810,393 and 8,565,081 Class D shares
were sold at an aggregate sale price of
$96,557,439. The aggregate sale price for
all shares of common stock sold during the
Fiscal Year was $657,327,158. See
Paragraph 6 for the calculation of the
aggregate sale price of shares sold in
reliance upon Rule 24f-2.
<PAGE>
5. 59,251,237 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 and non-assessable.
6. In accordance with Paragraph (c) of Rule
24f-2, the fee of $100,126.02 has been
wired. Such fee which relates to the
59,251,237 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 59,251,237 shares of common
stock sold during the Fiscal Year in
reliance upon registration pursuant
to Rule 24f-2. $657,327,158
reduced by
(ii) Actual aggregate redemption price
for the 34,472,617 shares of
common stock redeemed during
the Fiscal Year.* $366,961,707
equals amount on which filing fee is
based $290,365,451
Based upon the above calculation,
$100,126.02 is payable with respect to
the registration of 59,251,237 shares
of common stock of the Fund.
_______________
*Of this amount, 1,197,443 shares were
Class A shares which were redeemed
at an aggregate price of $12,452,266,
23,278,562 shares were Class B shares
which were redeemed at an aggregate
price of $245,072,223, 258,267 shares
were Class C shares which were
redeemed at an aggregate price of
$2,631,066 and 9,738,345 shares were
Class D shares which were redeemed at
an aggregate price of $106,806,152. The
aggregate redemption price of all shares
redeemed during the Fiscal Year was
$366,961,707.
<PAGE>
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) 839-5525.
Very truly yours,
MERRILL LYNCH INTERNATIONAL
EQUITY FUND
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
July 21, 1995
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 59,251,237
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, 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 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 20, 1995, 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,
