November 19, 1997
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. 18 to
the Registration Statement on Form
N-1A(Securities Act File No. 2-77068
Investment Company Act File
No. 811-3450)
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.18 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.18 to the
Fund's Registration Statement on Form N-1A was filed
electronically with the Securities and Exchange
Commission on November 14, 1997.
Very truly yours,
Merrill Lynch Phoenix Fund, Inc.
By: /s/ Gerald M. Richard
_________________________
Gerald M. Richard
Treasurer
