U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Utility Income Fund, Inc.
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Merrill Lynch Utility Income Fund, Inc. - Class A
Merrill Lynch Utility Income Fund, Inc. - Class B
Merrill Lynch Utility Income Fund, Inc. - Class C
Merrill Lynch Utility Income Fund, Inc. - Class D
3. Investment Company Act File Number: 811-7071
Securities Act File Number: 33-49787
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the
fiscal year:
0 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
2,166,297 shares $20,858,546
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
2,166,297 shares $20,858,546
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
183,779 shares $ 1,768,900
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $20,858,546
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 1,768,900
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $23,880,053
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By
/s/Thomas D. Jones III
Thomas D. Jones III, Secretary
Date October 21, 1996
Merrill Lynch Utility Income Fund, Inc.
October 16, 1996
Page 1
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
October 16, 1996
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 thefiling fee,
if applicable, 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 31,1996 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, ascurrently in
effect, and have received a Certificate of Good Standing
dated October 15, 1996 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:
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
SFH&G:JHG:MKN:VAZ:fs
