<PAGE>
MERRILL LYNCH RETIREMENT
BENEFIT INVESTMENT PROGRAM, INC.
October 26, 1994
VIA EDGAR
- ---------
Securities and Exchange Commission
450 Fifth Street, NW
Judiciary plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Retirement Benefit Investment Program, Inc.
(File Nos. 2-91239 and 811-4035)
---------------------------------------------------------
Commissioners:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), Merrill Lynch Retirement Benefit Investment Program, Inc. (the
"Fund") hereby certifies that:
(1) The form of prospectus and statement of additional information of
the Fund that would have been filed pursuant to Rule 497(c) under
the 1933 Act would not have differed from the versions contained in
Post-Effective Amendment No. 13 to the Fund's Registration
Statement on Form N-1A, constituting the most recent amendment of
such Registration Statement; and
(2) The text of Post-Effective Amendment No. 13 to the Fund's
Registration Statement on Form N-1A was filed electronically with
the Securities and Exchange on October 17, 1994.
Very truly yours,
MERRILL LYNCH RETIREMENT BENEFIT
INVESTMENT PROGRAM, INC.
By: /s/ Jerry Weiss
--------------------------
Jerry Weiss
Secretary
