MASTER INVESTMENT TRUST (Form: 40-8F-L, Received: 09/30/1999 13:31:24)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

September 30, 1999

FORM N-8F

APPLICATION FOR DEREGISTRATION FILED PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940

The undersigned investment company hereby applies to the Securities and Exchange Commission for an order of deregistration under and pursuant to the provisions of Section 8(f) of the Investment Company Act of 1940 (the "Act") and in connection with such application for deregistration submits the following information:

MASTER INVESTMENT TRUST

Name

111 Center Street Little Rock, AR 72201 Address of Principal Business Office (No. & Street, City, State Zip Code)

Telephone Number (including area code): (800) 643-9691

Name and address of agent for service of process:

Richard H. Blank, Jr.

Stephens Inc.
111 Center Street, Suite 300
Little Rock, AR 72201

With a copy to:

Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., #5500
Washington, D.C. 20006

I. General Identifying Information

1. Reason fund is applying to deregister(check only one; for descriptions, see Instruction 1 above):

[ ] Merger
[ X ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company

2. Name of fund: Master Investment Trust

3. Securities and Exchange Commission File No.: 811-6415

4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

[X] Initial Application [ ] Amendment

5. Address of Principal Executive Office (include No.& Street, City, State, Zip Code):

111 Center Street, Little Rock, Arkansas 72201

6. Name, address and telephone number of individual the Commission staff should contract with any questions regarding this form:

Janis E. Fonda, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
(202) 887-1537

7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, 31a-2]:

Wells Fargo Bank, N.A.                           Stephens Inc.
525 Market Street                                111 Center Street, #300
San Francisco, CA 94105                          Little Rock, AR  72201
1-800-222-8222                                   1-800-643-9691

8. Classification of fund:

[X] Management company; [ ] Unit investment trust; or [ ] Face-amount certificate company.

9. Subclassification if the fund is a management company:

[X] Open-end [ ] Closed-end

10. State law under which the fund was organized or formed:
Delaware

11. Name and address of each investment adviser of the fund (including sub-advisers) during the last five years:

Wells Fargo Bank, N.A.                        525 Market Street
(Adviser)                                     San Francisco, CA 94105

Barclays Global Fund Advisors                 45 Fremont Street
(Sub-Adviser to Asset                         San Francisco, CA 94105
   Allocation and Corporate Stock
   Master Portfolios only)

12. Name and address of each principal underwriter of the fund during the last five years:

Stephens Inc.
111 Center Street
Little Rock, AR 72201

13. Not applicable.

14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

[ ] Yes [X] No

15. (a) Did the fund obtain approval from the board of trustees concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

[X] Yes [ ] No

If Yes, state the date on which the board vote took place:
July 24, 1997

(b) Did the fund obtain approval from the interestholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

[ ] Yes [X] No

Explanation: Pursuant to the authority vested in the Trustees in the Declaration of Trust, Article X, provision II, the Trustees terminated the trust by providing the Holders with written notice of the liquidation.

II. Distributions to Shareholders

16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

[X] Yes [ ] No

(a) If Yes, list the date(s) on which the fund made those distributions:
December 12, 1997

(b) Were the distributions made on the basis of net assets?

[ ] Yes [X] No

[X] Yes [ ] No

(d) Not applicable.

(e) Not applicable.

17. Not applicable.

18. Has the fund distributed all of its assets to the fund's shareholders?

[X] Yes [ ] No

19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

[ ] Yes [X] No

III. Assets and Liabilities

20. Does the fund have any assets as of the date this form is filed?

[ ] Yes [X] No

21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

[ ] Yes [X] No

IV. Information About Event(s) Leading to Request for Deregistration

22. (a) List the expenses incurred in connection with the Merger or Liquidation:

(i) Legal expenses: $18,392.00

(ii) Accounting expenses: N/A

(iii) Other expenses (list and identify separately):

Shareholder Reports $8,000.00

(iv) Total expenses (sum of lines (i)-(iii) above): $26,392.00

(b) How were those expenses allocated? N/A

The Administrator paid the expenses of the liquidation.

(d) How did the fund pay for unamortized expense (if any)? N/A

23. Has the fund previously filed an application for an order of the Commission regarding the Merger of Liquidation?

[ ] Yes [X] No

V. Conclusion of Fund Business

24. Is the fund a party to any litigation or administrative proceeding?

[ ] Yes [X] No

25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

[ ] Yes [X] No

VI. Mergers Only (Not Applicable)

VERIFICATION

The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Master Investment Trust, (ii) he is the Secretary and Treasurer of Master Investment Trust, and (iii) all actions by interestholders, trustees, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.

/s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.