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<PAGE> 1 MERRILL LYNCH PHOENIX FUND, INC. SUPPLEMENT TO PROSPECTUS DATED OCTOBER 21, 1994 FOR USE IN THE STATE OF WASHINGTON The Fund may invest significantly in lower rated bonds, commonly known as "junk bonds". Investments of this type are subject to greater risk of loss of principal and interest than are higher rated bonds. Purchasers should carefully assess the risks associated with an investment in the Fund. Code #10121WA
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