MERRILL LYNCH BASIC VALUE FUND, INC.



                       SUPPLEMENT DATED JANUARY 28, 2000
                   TO THE PROSPECTUS DATED OCTOBER 19, 1999



     The "sidebar" labeled "About the Portfolio Manager" on page 7 of the
Fund's prospectus is amended to read as follows:

     "Paul M. Hoffmann has retired as co-portfolio manager and Senior Vice
President of the Fund and his co-portfolio manager, Kevin Rendino, has assumed
primary responsibility for the management of the Fund. Mr. Rendino, a Senior
Vice President of the Fund, has been a First Vice President of Merrill Lynch
Asset Management since 1997, and a Vice President from 1993 to 1997."



CODE #10042-10-99 ALL



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