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MERRILL LYNCH PHOENIX FUND, INC.
December 2, 1996
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 and statement of additional information 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. 17 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. 17 to the Fund's
Registration Statement on Form N-1A was filed electronically with
the Securities and Exchange Commission on November 27, 1996.
Very truly yours,
MERRILL LYNCH PHOENIX FUND, INC.
By: /s/ Terry K. Glenn
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Authorized Officer
