MERRILL LYNCH RETIREMENT RESERVES MO FU OF MER LYN RE SER TR
497, 1999-09-29
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                  MERRILL LYNCH RETIREMENT RESERVES MONEY FUND
                      Merrill Lynch Retirement Series Trust


          Supplement  dated  September  29,  1999  to  Statement  of  Additional
Information dated March 1, 1999

             It is anticipated  that dividend  recapture will be effective on or
about October 1, 1999.

         The  following  paragraph  is inserted on page 15 of the  Statement  of
Additional  Information,  immediately  following the paragraph headed "Automatic
Redemption":

         "Unless  otherwise  requested,  in those instances  where  shareholders
request  transactions  that settle on a "same-day"  basis (such as Federal Funds
wire  redemptions,  branch  office  checks,  transfers  to other  Merrill  Lynch
accounts  and certain  securities  transactions)  the Fund shares  necessary  to
effect  such  transactions  will be deemed to have been  transferred  to Merrill
Lynch  prior  to the  Fund's  declaration  of  dividends  on that  day.  In such
instances,  shareholders  will receive all  dividends  declared  and  reinvested
through the date immediately preceding the date of redemption."

         In addition,  the third sentence under the paragraph headed "Dividends"
on page 18 of the  Statement  of  Additional  Information  is amended to read as
follows:

         "Shareholders  liquidating  their  holdings  generally  will receive on
redemption  all  dividends   declared  and   reinvested   through  the  date  of
redemption."



Code #10093-3-99ALL1



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