MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
P.O. Box 9011
Princeton, New Jersey 08543.
September 4, 1996
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: Registration Statement on Form N-14
File Nos. 333-7919 and 811-3290
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933,
as amended (the "Act"), Merrill Lynch Variable Series Funds, Inc.
(the "Company"), hereby certifies:
(i) that the form of proxy statement-prospectus and statement
of additional information that would have been filed under Rule
497(b) of the Act would not have differed from that contained in
Pre-Effective Amendment No. 1 of the Registration Statement on Form
N-14 (the "Registration Statement"), which is the most recent
amendment to such Registration Statement; and
(ii) that the Registration Statement was filed electronically
with the Securities and Exchange Commission on August 30, 1996.
Sincerely,
MERRILL LYNCH VARIABLE
SERIES FUNDS, INC.
By /s/ Ira P. Shapiro
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Ira P. Shapiro
Secretary
