MERRILL LYNCH CAPITAL FUND INC
497, 1997-09-09
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                       MERRILL LYNCH CAPITAL FUND, INC.

                  Supplement dated September 9, 1997 to the
                        Prospectus dated July 21, 1997


The disclosure set forth under "Fee Table" is modified as follows:

     The Rule  12b-1 Fees for Class  D shares are: Account  Maintenance Fees,
0.25% and Distribution Fees, None.


Code #10044-0797ALL




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