MERRILL LYNCH CAPITAL FUND INC
497, 1998-08-10
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             SUPPLEMENT DATED AUGUST 10, 1998 TO THE PROSPECTUSES OF
          THE MERRILL LYNCH SELECT PRICING (SERVICE MARK) SYSTEM FUNDS

         Reference   is  made  to  the  section  in  the   Prospectus   entitled
"Shareholder  Services - Exchange Privilege."  Effective on or about October 12,
1998, it is  anticipated  that the paragraph  dealing with  exchanges into money
market funds in such  section will be deleted and replaced in its entirety  with
the following paragraphs:

                  Class A and Class D shares also will be exchangeable for Class
         A shares of, and Class B and Class C shares  also will be  exchangeable
         for Class B shares of, Summit Cash Reserves Fund, a series of Financial
         Institutions  Series Trust,  which is a Merrill  Lynch-sponsored  money
         market  fund  specifically  designated  as  available  for  exchange by
         holders of Class A, Class B, Class C and Class D shares. Class A shares
         of Summit Cash Reserves Fund have an exchange privilege back into Class
         A or Class D shares  of  MLAM-advised  funds;  Class B shares of Summit
         Cash  Reserves  Fund have an  exchange  privilege  back into Class B or
         Class C shares of MLAM-advised  funds.  The period of time that Class B
         shares  of  Summit  Cash  Reserves  Fund are  held  will  count  toward
         satisfaction of the holding period requirement for purposes of reducing
         any CDSC and, with respect to Class B shares,  toward  satisfaction  of
         any Conversion Period. Class B shares of Summit Cash Reserves Fund will
         be subject to a distribution  fee at an annual rate of 0.75% of average
         daily net assets of such Class B shares.

                  The  exchange  privilege  described  above does not apply with
         respect  to  certain  Merrill  Lynch  fee-based  programs,   for  which
         alternative  exchange  arrangements may exist.  Please see your Merrill
         Lynch Financial Consultant for further information.


CODE # SELECT-ALL3









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