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 securities for which this 
    Form is filed (If the Form is being filed for all series 
    and classes of securities of the issuer, check the box 
    but do not list series or classes):  [X]

    

3.  Investment Company Act File Number:   811-2661

    Securities Act File Number:    2-56978


4(a.) Last day of fiscal year for which this Form is filed:
			
			12/31/98	
	    
4(b.) [ ]Check box if this Form is being filed late (i.e., more 
         than 90 calendar days after the end of the issuer's 
         fiscal year).


4(c.) [ ]Check box if this is the last time the issuer will be 
         filing this Form.


5.  Calculation of registration fee:
     
     (i)  Aggregate sale price of securities sold 
          during the fiscal year pursuant to 
          section 24(f):  					$695,247,287


     (ii) Aggregate price of securities redeemed 
	    or repurchased during the fiscal year:      $1,149,224,452
	   


     (iii) Aggregate price of securities redeemed 
           or repurchased during any prior fiscal 
           year ending no earlier than October 11, 
           1995 that were not previously used to 
           reduce registration fees payable to the 
           Commission:			   			$212,805,519


     (iv) Total available redemption credits [add 
          items 5(ii)and 5(iii)]:				$1,362,029,971

	 
     (v)  Net sales - if Item 5(i) is greater than 
          Item 5(iv)[subtract Item 5(iv) from Item 
          5(i)]:	         					$0


     (vi) Redemption credits available for use in 
          future years - if Item 5(i) is less than 
          Item 5(iv)[subtract Item 5(iv) from Item 
          5(i)]:	               				$666,782,684


     (vii) Multiplier for determing registration 
           fee (See instruction C.9):		    x .000278

     (viii) Registration fee due [multiply Item 5(v) 
            by Item 5(vii)](enter "0" if no fee 
            is due):	 				    = $0


6.  Prepaid Shares

     If the response to item 5(i) was determined 
     by deducting an amount of securities that 
     were registered under the Securities Act of 
     1933 pursuant to rule 24e-2 as in effect before 
     October 11, 1997 then report the amount of 
     securities (number of shares or other units) 
     deducted here:  ___0___.  
     If there is a number of shares or other units 
     that were registered pursuant to rule 24e-2 
     remaining unsold at the end of the fiscal year 
     for which this form is filed that are available 
     for use by the issuer in future fiscal years, 
     then state that number here: __0____.


7.  Interest due - if this Form is being filed 
    more than 90 days after the end of the issuer's 
    fiscal year (see instruction D):        
                                                      + $0

8.  Total of the amount of the registration fee due 
    plus any interest due [line 5(viii) plus line 7]:
                                                      = $0

9.  Date the registration fee and any interest 
    payment was sent to the Commission's lockbox 
    depository:

	Method of Delivery:

		[  ]   Wire Transfer

		[  ]   Mail or other means


			       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 (Signature and Title)     



	/s/Jaclyn Scheck
	Jaclyn Scheck, Assistant Secretary
				

    Date: February 25, 1999