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 AMERICAS INCOME FUND, INC.
File No. 33-64398
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Americas Income 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. 11,632,812 shares of common stock were sold
during the Fiscal Year.*
5. 11,632,812 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, 1,903,377 Class A shares were
sold at an aggregate price of $19,758,083 and
9,729,435 Class B shares were sold at an aggregate
price of $98,081,463. The aggregate sale price
for all shares sold during the Fiscal Year was
$117,839,546. 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 $36,255.88 has been wired.
Such fee which relates to the 11,632,812
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
11,632,812 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$117,839,546
reduced by
(ii) Actual aggregate redemption price
for the 1,231,235 shares of common
stock redeemed during the
Fiscal Year.*
$ 12,698,244
equals amount on which filing fee is based.
$105,141,302
Based upon the above calculation, $36,255.88 is
payable with respect to the registration of
11,632,812 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Mark B. Goldfus at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2023, 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 AMERICAS INCOME FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
_______________
*Of this amount, 531,129 were Class A shares which
were redeemed at an aggregate price of $5,477,202
and 700,106 Class B shares which were redeemed at
an aggregate price of $7,221,042.
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 Americas Income 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
Americas Income 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 11,632,812 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,
