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MERRILL LYNCH PHOENIX FUND, INC.
October 27, 1994
VIA ELECTRONIC FILING
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Phoenix Fund, Inc.
Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A
(Securities Act File No. 2-77068;
Investment Company Act File No. 811-3450)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), Merrill Lynch Phoenix 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. 15 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. 15 to the Fund's
Registration Statement on Form N-1A was filed electronically
with the Securities and Exchange Commission on October 14,
1994.
Very truly yours,
MERRILL LYNCH PHOENIX
FUND, INC.
By: /s/Robert Harris
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Robert Harris
Secretary
