October 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Merrill Lynch Utility Income
Fund, Inc.
File No. 33-49787
Dear Sirs:
In accordance with the provisions of
Rule 24f-2 under the Investment
Company Act of 1940, Merrill Lynch
Utility 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
August 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. 3,514,546 shares of common stock
were sold during the Fiscal Year.*
____________
*Of this amount 588,987 Class A shares
were sold at an aggregate price of
$5,128,529, 2,441,589 Class B
shares were sold at an aggregate price
of $20,822,486, 204,953 Class C
shares were sold at an aggregate price
of $1,771,501 and 279,017 Class D
shares were sold at an aggregate price
of $2,428,644. The aggregate sale
price for all shares of common stock
sold during the Fiscal Year was
$30,151,160. See paragraph 6 for
the calculation of the aggregate sale
price of shares sold in reliance upon
Rule 24f-2.
<PAGE>
5. 3,514,546 shares of common stock
were sold during the Fiscal Year in
reliance upon registration pursuant
to Rule 24f-2. Attached to the
Notice is an opinion of Shereff,
Friedman, Hoffman and Goodman,
LLP 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 $2,218.42 has
been wired. Such fee, which relates
to the 3,514,546 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) Actual aggregate sale price
for the 3,514,546 shares of
common stock sold during the
Fiscal Year in reliance upon
registration pursuant to Rule
24f-2. $30,151,160
reduced by
(ii) Actual aggregate redemption
price for the 2,738,711 shares
of common stock redeemed
during the Fiscal Year.* $23,717,751
equals amount on which filing fee is
based $6,433,409
Based upon the above calculation,
$2,218.42 is payable with respect
to the registration of 3,514,546
shares of common stock of the
Fund.
____________
*Of this amount 753,319 Class A
shares were redeemed at an
aggregate price of $6,544,085,
1,708,842 Class B shares were
redeemed at an aggregate price of
$14,750,314, 56,261 Class C
shares were redeemed at an
aggregate price of $500,479 and
220,289 Class D shares were
redeemed at an aggregate price
of $1,922,873. Please direct any
questions relating to this filing to
Thomas D. Jones III at P.O. Box
9011, Princeton, NJ, 08543-9011
or to Valerie Zondorak at Shereff,
Friedman, Hoffman and Goodman,
LLP, 919 Third Avenue, New York,
New York 10022, (212) 891-9244.
Very truly yours,
Merrill Lynch Utility Income
Fund, Inc.
By /s/ Thomas D. Jones III
- - - - - - - - - - -
(Thomas D. Jones)
Secretary
SHEREFF, FRIEDMAN, HOFFMAN &
GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
October 18, 1995
Merrill Lynch Utility Income Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sirs:
Merrill Lynch Utility Income
Fund, Inc., a Maryland corporation
(the "Fund"), is filing with the
Securities and Exchange Commission
a Rule 24f-2 Notice containing the
information specified in paragraph
(b)(1) of Rule 24f-2 under the
Investment Company Act of 1940
(the "Rule"). The effect of the Rule
24f-2 Notice, when accompanied by
this Opinion and by the filing fee,
payable as prescribed by paragraph
(c) of the Rule will be to make definite
in number the number of shares sold
by the Fund during its fiscal year
ended August 31, 1995 in reliance
upon the Rule (the "Rule 24f-2
Shares").
We have served as counsel to
the Fund since its inception and have
participated in various corporate and
other proceedings relating to the
Fund and to the Rule 24f-2 Shares.
We have examined copies, either
certified or otherwise proven to our
satisfaction to be genuine, of its
Charter and By-laws, as currently in
effect, and have received a Certificate
of Good Standing dated October 16,
1995 from the Department of
Assessments and Taxation of the
State of Maryland certifying the
existence and good standing of the
Fund. We have also reviewed the
form of the Rule 24f-2 Notice being
filed by the Fund. We are generally
familiar with the business affairs of
the Fund.
The Fund has advised us that
the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus
of the Fund current and effective under
the Securities Act of 1933 at the time of
sale, that the Rule 24f-2 Shares were
sold in numbers within the limits
prescribed by the Charter of the Fund,
and that the Fund received with respect
to the Rule 24f-2 Shares consideration
in an amount of not less than the par
value thereof as required by the laws of
Maryland and not less than the net asset
value thereof as required by the
Investment Company Act of 1940.
Based upon the foregoing, it is our
opinion that:
<PAGE>
1. The Fund has been organized
and is legally existing under the laws of the
State of Maryland.
2. The Fund is authorized to issue
an unlimited number of shares.
3. The Rule 24f-2 Shares were
legally issued and are fully paid and
non-assessable.
We are members of the Bar of the
State of New York and do not hold ourselves
out as being conversant with the laws of any
jurisdiction other than those of the United
States of America and the State of New
York. We note that we are not licensed to
practice law in the State of Maryland, and
to the extent that any opinion herein involves
the law of Maryland, such opinion should
be understood to be based solely upon our
review of the documents referred to above,
the published statutes of the State of
Maryland, and where applicable, published
cases, rules or regulations of regulatory
bodies of that State. We hereby consent
to the filing of this Opinion with the
Securities and Exchange Commission
together with the Rule 24f-2 Notice of the
Fund, and to the filing of this Opinion
under the securities laws of any state.
Very truly yours,
/s/Shereff, Friedman, Hoffman &
Goodman, LLP
Shereff, Friedman, Hoffman &
Goodman, llp
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