MERRILL LYNCH CAPITAL FUND INC
497, 1995-01-05
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                   SUPPLEMENT DATED JANUARY 5, 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are no longer in force.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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