Merrill Lynch Capital Fund, Inc.
July 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Capital Fund, Inc.
Post-Effective Amendment No. 34 to the
Registration Statement on Form N-1A
(Securities Act File No. 2-49007
Investment Company Act File No. 811-2405)
Ladies and Gentlemen:
Pursuant to Rule 497 (j) under the Securities Act
of 1933, as amended (the "1933 Act"), Merrill Lynch Capital
Fund, Inc. (the "Fund") hereby certifies that:
(1) the form of prospectus and statement of additional
information that would have been filed pursuant to
Rule 497 (c) under the 1933 Act would not have
differed from that contained in Post-Effective
Amendment No. 34 to the Fund's Registration
Statement on Form N-1A, constituting the most
recent amendment to the Fund's Registration
Statement on Form N-1A; and
(2) the text of Post-Effective Amendment No. 34 to the
Fund's Registration Statement on Form N-1A was filed
electronically with the Securities and Exchange
Commission on July 21, 1997.
Very truly yours,
Merrill Lynch Capital Fund, Inc.
By: Arthur Zeikel \s\
_________________________
Arthur Zeikel
President
