BROWN & WOOD
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
TELEPHONE: (212) 839-5300
FACSIMILE: (212) 839-8512
October 25, 1994
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Special Value Fund, Inc.
Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A
(Securities Act File No. 2-60836;
Investment Company Act File No. 811-2809)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended (the "1933 Act"), Merrill Lynch Special Value Fund, Inc.
(the "Fund") hereby certifies that:
(1) the form of prospectus that would have been filed
pursuant to Rule 497(c) under the 1933 Act would not
have differed from that contained in Post-Effective
Amendment No. 20 to the Fund's Registration Statement
on Form N-1A, constituting the most recent amendment to
the Fund's Registration Statement on Form N-1A; and
(2) the text of Post-Effective Amendment No. 20 to the
Fund's Registration Statement on Form N-1A was filed
electronically with the Securities and Exchange
Commission on October 11, 1994.
Very truly yours,
By: /s/ Mark B. Goldfus
Mark B. Goldfus
Secretary
