24F-2NT

			 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 Balanced Fund for Investment and Retirement, 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 Balanced Fund for Investment and Retirement, Inc. - Class A
    Merrill Lynch Balanced Fund for Investment and Retirement, Inc. - Class B
    Merrill Lynch Balanced Fund for Investment and Retirement, Inc. - Class C
    Merrill Lynch Balanced Fund for Investment and Retirement, Inc. - Class D

3.  Investment Company Act File Number:   811-4035

    Securities Act File Number:   2-91329


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

		March 4, 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:

			243,978,742  shares            


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


			   0 shares          


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

			1,350,348 shares              $15,745,970


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

			0 shares              $ 0



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


		    4,747,945 shares                 $40,050,659


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):                          $ 0

     (ii)  Aggregate price of shares issued
	   in connection with dividend		  
	   reinvestment plans (from Item
	   11, if applicable):                    + $40,050,659

     (iii)Aggregate price of shares redeemed 	  
	  or repurchased during the fiscal	  
	  year (if applicable):                   - $93,407,487

     (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    1/2900

     (vii)Fee due [line (i) or line (v)
	  multiplied by line (vi)]:                 $ 0




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 April 17, 1996
    

EX-1

 April 16, 1996




Merrill Lynch Balanced Fund
 for Investment and Retirement, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08538

Ladies and Gentlemen:

          Merrill Lynch Balanced Fund 
for Investment and Retirement, Inc., 
(the "Fund"), a Maryland corporation, 
is filing with the Securities and Exchange 
Commission a Rule 24f-2 Notice (the 
"Rule 24f-2 Notice") containing the
information required by paragraph 
(b)(1) of Rule 24f-2 under the Investment 
Company Act of 1940, as amended 
(the "Rule").  In its Registration Statement 
on Form N-1A, the Fund filed the declaration 
authorized by paragraph (a)(1) of the Rule
to the effect that an indefinite number of 
shares of common stock of the Fund, par 
value $.01 per share (the "Shares"), was 
being registered by such Registration 
Statement.  The effect of the Rule 24f-2 
Notice, when accompanied by the filing fee, 
if any, payable as prescribed by paragraph 
(c) of the Rule and by this opinion, will be to 
make definite in number the number of 
Shares sold by the Fund during the fiscal 
year ended March 4, 1996 in reliance upon 
the Rule (the "Rule 24f-2 Shares").  We have 
been advised that pursuant to the 
consummation of the reorganization of the 
Fund on March 4, 1996, the Fund ceased 
operations as of such date, and therefore 
such date was the last day of the Funds
most recent fiscal year.

          We have, as counsel, participated in 
various corporate and other proceedings 
relating to the Fund and the Rule 24f-2 
Shares. We have examined a Certificate of 
Good Standing dated April 16, 1996 issued  
by the Department of Assessments and 
Taxation of the State of Maryland and copies, 
either certified or otherwise proved to our
satisfaction to be genuine, of the Fund's 
Articles of Incorporation and By-laws, as 
currently in effect, the minutes of meetings  
of its Directors and other documents relating 
to its organization and operation.  We have 
also reviewed the Rule 24f-2 Notice on Form 
24F-2 being filed by the Fund.  We are 
generally familiar with the corporate affairs 
of the Fund.

          The Fund has advised us that the 
Rule 24f-2 Shares were sold in the manner 
contemplated by the prospectus of the Fund 
current at the time of each sale, and that the
Rule 24f-2 Shares were sold for a 
consideration not less than the par value 
thereof and not less than the net asset value 
thereof as required by the Investment 
Company Act of 1940, as amended.

          Based upon the foregoing, it is our 
opinion that:

1.   The Fund has been duly organized 
      and is validly existing under the laws 
      of the State of Maryland.

2.   The Fund is authorized to issue 
      2,000,000,000 Shares.

3.   The Rule 24f-2 Shares were legally 
      issued and are fully paid and 
      non-assessable.

          We hereby consent to the filing of 
this opinion with the Securities and 
Exchange Commission together with the 
Rule 24f-2 Notice of the Fund, and to the 
filing of this opinion under the securities 
laws of any state.

               We are members of the Bar 
of the State of New York and do not hold 
ourselves out as being conversant with
the laws of any jurisdiction other than 
those of the United States of America and 
the State of New York.  We note that we 
are not licensed to practice law in the 
State of Maryland, and to the extent that 
any opinion expressed herein involves the 
law of Maryland, such opinion should be
understood to be based solely upon our 
review of the documents referred to above, 
the published statutes of that State and, 
where applicable, published cases, rules or
regulations of regulatory bodies of that State.

  Very truly yours,


  Shereff, Friedman, Hoffman & Goodman, LLP

SFH&G:JHG:LAR:SSD:PSF