MERRILL LYNCH CAPITAL FUND, INC.
Supplement dated February 5, 1996 to the
Prospectus dated July 27, 1995
The disclosure set forth under "Purchase of Shares -- Initial Sales Charge
Alternatives-Class A and Class D Shares -- Reduced Initial Sales Charges"
is modified as follows:
Class D shares of the Fund are offered at net asset value to
shareholders of Merrill Lynch Municipal Strategy Fund, Inc. ("Municipal
Strategy Fund") and Merrill Lynch High Income Municipal Bond Fund, Inc.
("High Income Fund") who wish to purchase shares of the Fund with the net
proceeds from a sale of certain of their shares of common stock pursuant
to a tender offer by Municipal Strategy Fund or High Income Fund. This
investment option is available only with respect to the proceeds of
Municipal Strategy Fund shares as to which no CDSC (as defined in the
Municipal Strategy Fund prospectus) is applicable, or with respect to the
proceeds of High Income Fund shares as to which no Early Withdrawal Charge
(as defined in the High Income Fund prospectus) is applicable. Such Class
D shares are offered subject to the conditions applicable to the offering
of Class A shares of the Fund to shareholders of Merrill Lynch Senior
Floating Rate Fund, Inc. ("Senior Floating Rate Fund") who wish to
purchase shares of the Fund with the net proceeds from a sale of certain
of their shares of common stock pursuant to a tender offer by Senior
Floating Rate Fund, as described in the Statement of Additional
Information under "Purchase of Shares -- Reduced Initial Sales
Charges -- Closed-End Fund Investment Option".
Code #10044-0795
