MERRILL LYNCH CAPITAL FUND INC
497, 1997-04-22
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                         SUPPLEMENT DATED MAY 1, 1997
                   TO THE PROSPECTUSES OF THE MERRILL LYNCH
                       SELECT PRICING/SM/ SYSTEM FUNDS


    "Purchase of Shares/____/Deferred Sales Charge Alternatives/__/Class B
and Class C Shares/____/Contingent Deferred Sales Charges/__/Class B Shares"
is amended by adding the following sentence:

        Effective on or about May 12, 1997, the Class B CDSC also
        will be waived for any Class B shares purchased within
        eligible Employee Access/SM/ Accounts.

    Additionally, the processing fee referred to in the Prospectus, which
Merrill Lynch may charge its customers for confirming purchases and
repurchases, is now $5.35.


Code # SELECT-ALL97



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