February 27, 1995
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, 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. 27,924,467 shares of common stock
were sold during the Fiscal Year.*
5. 27,924,467 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, 703,677 Class A shares were sold
at an aggregate price of $11,334,239, 21,626,213
Class B shares were sold at an aggregate sale
price of $354,250,510, 381,246 Class C shares were
sold at an aggregate price of $6,281,385 and
5,213,331 Class D shares were sold at an aggregate
price of $86,770,467. The aggregate sale price
for all shares sold during the Fiscal Year was
$458,636,601. 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 $40,492.56 has been wired. Such fee
which relates to the 27,924,467 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
27,924,467 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$458,636,601
reduced by
(ii) Actual aggregate redemption price
for the 20,839,946 shares of common
stock redeemed during the
Fiscal Year.*
$341,208,994
equals amount on which filing fee is based.
$117,427,607
Based upon the above calculation, $40,492.56 is
payable with respect to the registration of
27,924,467 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 Frank P. Bruno
at Brown & Wood, One World Trade Center, New York,
New York 10048, (212) 839-5540.
Very truly yours,
MERRILL LYNCH DRAGON FUND, INC.
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
*Of this amount, 484,435 were Class A shares which were
redeemed at an aggregate price of $7,719,173, 14,613,098
were Class B shares which were redeemed at an aggregate
price of $239,406,135, 32,966 were Class C shares which were
redeemed at an aggregate price of $508,889 and 5,709,447
were Class D shares which were redeemed at an aggregate
price of $93,574,797.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
February 27, 1995
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 27,924,467 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, 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,
/s/ Brown & Wood
