August 21, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH GLOBAL SMALLCAP
FUND, INC.
File No. 33-53399
Dear Sirs:
In accordance with the provisions of
Rule 24f-2 under the Investment Company
Act of 1940, Merrill Lynch Global SmallCap
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 June 30, 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. 24,990,596 shares of common stock were
sold during the Fiscal Year.*
5. 24,990,596 shares of common stock were
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with this 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, 940,965 Class A shares
were sold at an aggregate price of $8,735,628,
19,401,309 Class B shares were sold at an
aggregate price of $190,346,473, 688,727
Class C shares were sold at an aggregate
price of $6,332,720 and 3,959,595 Class D
shares were sold at an aggregate price of
$35,879,260. The aggregate sale price for
all shares of common stock sold during
the Fiscal Year was $241,294,081.
<PAGE>
6. In accordance with Paragraph (c) of Rule
24f-2, the fee of $65,459.15 has been wired.
Such fee, which relates to the 24,990,596
shares 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
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 Rule 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 24,990,596 shares of common
stock sold during the Fiscal Year
in reliance upon registration
pursuant to rule 24f-2.
$241,294,081
reduced by
(ii) Actual aggregate redemption
price for the 6,130,890 shares
of common stock redeemed
during the Fiscal Year.*
$51,462,559
equals amount on which filing fee
is based
$189,831,522
Based on the above calculation $65,459.15
is payable with respect to the registration
of shares of common stock of the Fund.
Please direct any questions relating to this
filing to Robert Harris at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2025, or to Laurin
Blumenthal Kleiman at Brown & Wood,
One World Trade Center, New York,
New York 10048, (212) 839-5525.
Very truly yours,
MERRILL LYNCH GLOBAL SMALLCAP
FUND, INC.
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
_________________________
*Of this amount, 269,602 Class A shares
were redeemed at an aggregate price of
$2,410,041, 4,329,960 Class B shares were
redeemed at an aggregate price of
$39,053,042, 131,979 Class C shares were
redeemed at an aggregate price of
$1,171,764 and 1,399,349 Class D shares
were redeemed at an aggregate
price of $8,827,712. The aggregate
redemption price of all shares redeemed
was $51,462,559.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
August 22, 1995
Merrill Lynch Global SmallCap 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 Global SmallCap 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 24,990,596 shares of
common stock, par value $.10 per share, of the
Fund (the "Shares") which were sold during
the Fund's fiscal year ended June 30, 1995.
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 are 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,
