December 2,1999
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. 21 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. 21 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. 21 to
the Fund's Registration Statement on Form N-1A
was filed electronically with the Securities and
Exchange Commission on November 21,1999.
Very truly yours,
Merrill Lynch Phoenix Fund,Inc.
By: Barbara Fraser /s/
_________________________
Barbara Fraser
Secretary
