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 Asset 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 Asset Income Fund, Inc. Class A
Merrill Lynch Asset Income Fund, Inc. Class B
Merrill Lynch Asset Income Fund, Inc. Class C
Merrill Lynch Asset Income Fund, Inc. Class D
3. Investment Company Act File Number: 811-7181
Securities Act File Number: 33-53997
4. Last day of fiscal year for which this notice is filed:
12/31/96
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:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0 shares $0
9. Number and aggregate sale price of securities sold during
the fiscal year:
364,812 shares $3,886,374
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
364,812 shares $3,886,374
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
46,135 shares $ 473,846
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): $3,886,374
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 473,846
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 4,912,876
(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)]: $
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/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date 2/21/97
[Letterhead of Rogers & Wells]
February 21, 1997
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 1,028,063 Shares
referred to in paragraphs 10 and 11
of the Notice were sold during the fiscal
year ended December 31, 1995 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
