MERRILL LYNCH CAPITAL FUND INC, 497, 1994-10-21

MERRILL LYNCH CAPITAL FUND INC
497, 1994-10-21

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                      SUPPLEMENT DATED OCTOBER 21, 1994 TO
                       PROSPECTUS DATED OCTOBER 21, 1994
 
                       FOR USE IN THE STATE OF WISCONSIN
 
  THE FUND MAY INVEST IN SECURITIES RESTRICTED AS TO RESALE WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933 ("RESTRICTED SECURITIES"), THE
SECURITIES OF UNSEASONED ISSUERS, AND ILLIQUID SECURITIES. HOWEVER, THE
COMBINED TOTAL OF SUCH INVESTMENTS WILL NOT EXCEED 15% OF THE FUND'S TOTAL
ASSETS. WITHIN THAT LIMITATION, RESTRICTED SECURITIES, OTHER THAN THOSE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT OF 1933 AND
DETERMINED TO BE LIQUID UNDER GUIDELINES ESTABLISHED BY THE BOARD, WILL BE
LIMITED TO 10% OF THE FUND'S TOTAL ASSETS. IT IS THE OPINION OF THE WISCONSIN
SECURITIES COMMISSION THAT INVESTMENT IN RESTRICTED SECURITIES IN EXCESS OF 5%
OF THE FUND'S TOTAL ASSETS MAY BE CONSIDERED A SPECULATIVE ACTIVITY INVOLVING
RELATIVELY GREATER RISKS OR COSTS TO THE FUND.
 
CODE # PRSUPP-3