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

     Reference is made to the section in the Statement of Additional Information
entitled  "Shareholder  Services - Exchange  Privilege."  Effective  on or about
October 12, 1998, it is anticipated that the following changes will be made:

         1. The sentence  dealing with  exchanges into money market funds in the
first  paragraph  in such  section  will be deleted and replaced in its entirety
with the following sentence:

         Class A and  Class D  shares  also  will be  exchangeable  for  Class A
         shares,  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 as more fully
         described below.

         2. The paragraph dealing with exchanges into money market funds in such
section  will be  deleted  and  replaced  in its  entirety  with  the  following
paragraphs:

                  Shareholders  also may  exchange  their  shares into shares of
         Summit Cash Reserves  Fund,  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 and
         Class D shares will be exchangeable  for Class A shares of, and Class B
         and Class C shares will be  exchangeable  for Class B shares of, Summit
         Cash Reserves Fund. 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 you Merrill Lynch Financial  Consultant for
further information.

CODE # SELECT-ALL4


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