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 ASSET INCOME
FUND, INC.
File No. 33-53997
Dear Sirs:
In accordance with the provisions of Rule
24f-2 under the Investment Company Act
of 1940, Merrill Lynch Asset 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. 911,746 shares of common stock were sold
during the Fiscal Year.*
____________
*Of this amount 124,621 Class A shares were
sold at an aggregate price of $1,257,159,
771,236 Class B shares were sold at an
aggregate price of $7,656,187, 15,858 Class
C shares were sold at an aggregate price of
$154,725 and 6,419 Class D shares were sold
at an aggregate price of $62,936. The
aggregate sale price for all shares sold during
the Fiscal Year was $9,131,007. See
Paragraph 6 for the calculation of the aggregate
sale price of shares sold in reliance upon
Rule 24f-2.
<PAGE>
5. 911,746 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 Rogers & Wells,
counsel for the Fund, indicating that the
securities the registration of which this Notice
makes definite in number were legally issued,
fully paid for and non-assessable.
6. In accordance with Paragraph (c) of Rule
24f-2, the fee of $2,837.80 has been wired.
Such fee which relates to the 911,746 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
911,746 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $9,131,007
reduced by
(ii) Actual aggregate redemption price
for the 91,678 shares of common
stock redeemed during the Fiscal
Year.* $ 901,444
equals amount on which filing fee is
based $8,229,563
Based upon the above calculation,
$2,837.80 is payable with respect to the
registration of shares of common stock
of the Fund.
*Of this amount 12,080 Class A shares were
redeemed at an aggregate price of $119,643,
79,587 Class B shares were redeemed at an
aggregate price of $781,691, no Class C shares
were redeemed and 11 Class D shares were
redeemed at an aggregate price of $110. The
aggregate redemption price for all shares
redeemed during the Fiscal Year was $901,444.
<PAGE>
Please direct any questions relating to this
filing to Mark B. Goldfus at P.O. Box 9011,
Princeton, NJ 08543-9011 or to Leonard B.
Mackey, Jr. at Rogers & Wells, 200 Park
Avenue, New York, New York 10016,
(212) 878-8000.
Very truly yours,
MERRILL LYNCH ASSET INCOME
FUND, INC.
By /s/ Mark B. Goldfus
- -----------------------------
Mark B. Goldfus
Secretary
<PAGE>
[Rogers & Wells Letterhead]
February 24, 1995
Merrill Lynch Asset
Income Fund, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
Gentlemen:
We have acted as counsel to
Merrill Lynch Asset Income Fund, Inc.,
(the "Fund") in connection with the
sale of its shares of common stock
(the "Shares"). You have asked us
to furnish certain legal opinions in
connection with the filing of a notice
(the "Notice") under Rule 24f-2 of the
Investment Company Act of 1940,
as amended (the "Act").
For purposes of the opinion
expressed in this letter, we have
examined the Fund's Articles of
Incorporation as amended through
the date hereof, the resolutions of
the Board of Directors of the Fund
and such other documents and
questions of law as we have
deemed necessary or advisable. As
to relevant matters of fact, we have
relied upon such documents as we
deemed appropriate.
Based on the foregoing, we
are of the opinion that when the
911,746 Shares referred to in
paragraph 5 of the Notice were sold
during the fiscal year ended
December 31, 1994 pursuant to the
Distribution Agreement in reliance
upon registration pursuant to Rule
24f-2 of the Act and in accordance
with the currently effective prospectus
of the Fund, the Shares were legally
issued, fully paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
cc: Mark B. Goldfus
