February 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 DRAGON FUND, INC.
File No. 33-46216
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Dragon 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 December 31, 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. 31,261,555 shares of common
stock were sold during the Fiscal
Year.*
5. 31,261,555 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.
_______________
*Of this amount, 7,846,115 Class A shares were
sold at an aggregate price of $117,853,253 and
23,415,440 Class B shares were sold at an
aggregate sale price of $343,265,805. The
aggregate sale price for all shares sold during
the Fiscal Year was $461,119,058. 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 $132,298.95 has
been wired. Such fee which relates to
the 31,261,555 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 as follows:
(i) Actual aggregate sale price for the
31,261,555 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$461,119,058
reduced by
(ii) Actual aggregate redemption price
for the 5,396,832 shares of common
stock redeemed during the
Fiscal Year.*
$ 77,454,776
equals amount on which filing fee is based.
$383,664,282
Based upon the above calculation, $132,298.95 is
payable with respect to the registration of
31,261,555 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 DRAGON FUND, INC.
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
February 22, 1994
Merrill Lynch Dragon 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
Dragon 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 31,261,555 shares of
common stock, par value $.10 per share, of the
Fund (the "Shares") which were sold during the
Fund's fiscal year ended December 31, 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,
