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 Pacific 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 Pacific Fund, Inc. - Class A
	Merrill Lynch Pacific Fund, Inc. - Class B
	Merrill Lynch Pacific Fund, Inc. - Class C
	Merrill Lynch Pacific Fund, Inc. - Class D  

3.  Investment Company Act File Number:   811-2661  

    Securities Act File Number:   2-56978


4.  Last day of fiscal year for which this notice is filed:

		    December 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:

			None 


8.  Number and amount of securities registered during the fiscal
    year other than pursuant to rule 24f-2:


			 None 


9.  Number and aggregate sale price of securities sold during 
    the fiscal year:

		48,219,270  shares              $  1,088,564,467


10.  Number and aggregate sale price of securities sold during 
     the fiscal year in reliance upon registration pursuant to 
     rule 24f-2:

		48,219,270  shares              $ 1,088,564,467



11.  Number and aggregate sale price of securities issued during 
     the fiscal year in connection with dividend reinvestment
     plans, if applicable :


		6,960,993  shares                 $  144,233,388


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):                          $  1,088,564,467

     (ii)  Aggregate price of shares issued
	   in connection with dividend		  
	   reinvestment plans (from Item
	   11, if applicable):                    + $ 144,233,388

     (iii)Aggregate price of shares redeemed 	  
	  or repurchased during the fiscal	  
	  year (if applicable):                   - $ 865,372,925

     (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),     $ 367,424,930
	  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)]:                 $ 111,340.89




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).
		 
				[X ]

     Date of mailing or wire transfer of filing fees to the
     Commission's lockbox depository:

		February 21, 1997

			       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  February 21, 1997