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MERRILL LYNCH PHOENIX FUND, INC.
SUPPLEMENT DATED JANUARY 2, 1996 TO THE
STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 28, 1995
The following supersedes "Purchase of Shares -- Reduced Initial Sales Charges
- -- Employer Sponsored Retirement or Savings Plans" and "Redemption of Shares
- -- Deferred Sales Charge - Class B and Class C Shares -- Retirement Plans" in
the Statement of Additional Information:
Employer-Sponsored Retirement or Savings Plans and Certain Other
Arrangements. Certain employer-sponsored retirement or savings plans and
certain other arrangements may purchase Class A or Class D shares at net
asset value, based on the number of employees or number of employees eligible
to participate in the plan, the aggregate amount invested by the plan in
specified investments and/or the services provided by Merrill Lynch to the
plan. Certain other plans may purchase Class B shares with a waiver of the
CDSC upon redemption, based on similar criteria. Such Class B shares will
convert into Class D shares approximately ten years after the plan purchases
the first share of any MLAM-advised mutual fund. Minimum purchase
requirements may be waived for such plans. Additional information regarding
purchases by employer-sponsored retirement or savings plans and certain other
arrangements is available toll-free from Merrill Lynch Business Financial
Services at (800) 237-7777.
Code #10242-1195
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