MERRILL LYNCH CAPITAL FUND INC
497, 1995-02-03
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                     SUPPLEMENT DATED FEBRUARY 3, 1995 TO
                    PROSPECTUS DATED OCTOBER 21, 1994 AND
       TO STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 21, 1994


     The  Fund's shareholders have approved the proposed 
uniform investment restrictions set forth under the sub-heading  
"Proposed Uniform Investment Restrictions"  in the  section entitled
either "Investment Objective and Policies" or "Investment Restrictions"
in the Fund's Statement of Additional Information.  Consequently, 
these investment restrictions are now in force, and the restrictions
set forth under the sub-heading "Current Investment Restrictions"
in the same section in the Fund's Statement of Additional
Information (and any such restrictions repeated in the Fund's
Prospectus) are no longer in force. 



PR-SUPP
SAI-SUPP



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