MERRILL LYNCH PHOENIX FUND INC
497, 1994-10-21
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                        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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