MERRILL LYNCH CAPITAL FUND INC
497, 1994-10-03
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                            PROSPECTUS SUPPLEMENT

                           DATED SEPTEMBER 30, 1994

                                 ____________

     On  or  about October  21, 1994,  the  Fund will  offer four 
classes of
shares, each with a different combination  of sales charges,
ongoing fees and
other features, including the exchange  privilege, instead of the
two classes
of shares presently offered.   Under the Merrill Lynch Select
Pricing(Service
Mark) System, shares  of Class A  and Class  D will be  offered
to  investors
choosing the  initial sales  charge alternatives, and  shares of
Class  B and
Class  C will  be offered  to investors  choosing the  deferred
sales  charge
alternatives.



Code # PR-SUPP-2

                                      1 






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