February 28, 1995
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, 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. 9,898,093 shares of common stock were sold
during the Fiscal Year.*
5. 9,898,093 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, 398,776 Class A shares were
sold at an aggregate price of $3,605,150,
7,923,270 Class B shares were sold at an
aggregate price of $75,478,521, 21,072 Class C
shares were sold at an aggregate price of $188,454
and 1,554,975 Class D shares were sold at an
aggregate price of $15,142,660. The aggregate
sale price for all shares sold during the Fiscal Year
was $94,414,785. 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 $10,523.37 has been wired. Such
fee which relates to the 9,898,093 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
9,898,093 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$94,414,785
reduced by
(ii) Actual aggregate redemption price
for the 7,047,077 shares of common
stock redeemed during the
Fiscal Year.*
$63,897,225
equals amount on which filing fee is based.
$30,517,560
Based upon the above calculation, $10,523.37 is
payable with respect to the registration of
9,898,093 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 Frank P. Bruno
at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5540.
Very truly yours,
MERRILL LYNCH AMERICAS INCOME
FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
_______________
*Of this amount, 369,111 were Class A shares
which were redeemed at an aggregate price
of $3,244,117, 5,404,682 were Class B shares
which were redeemed at an aggregate price of
$48,873,193, 12,181 were Class C shares which
were redeemed at an aggregate price of $107,206
and 1,261,103 were Class D shares which were
redeemed at an aggregate price of $11,672,709.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
February 28, 1995
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
9,898,093 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
