CONVERTIBLE HOLDINGS INC
497, 1997-10-10
INVESTORS, NEC
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                     MERRILL LYNCH CONVERTIBLE FUND, INC.

           SUPPLEMENT DATED OCTOBER 10, 1997 TO THE PROSPECTUS AND 
        STATEMENT OF ADDITIONAL INFORMATION, EACH DATED AUGUST 4, 1997


     The  discussion  of  systematic   withdrawal  plans  under  "Shareholder
Services" is modified by deleting the references to Class A shares  and Class
D  shares.   Effective immediately, shares  of all  classes are  eligible for
inclusion in such plans.  However, in the case of Class B and Class C shares,
the  maximum value of  shares that can  be redeemed from  an account annually
shall not exceed 10% of the value of shares of such class  in that account at
the  time the election to  join the systematic withdrawal  plan was made.  No
otherwise  applicable CDSC  will be  charged  on redemption  of such  shares.
Class B and Class C shares redeemed through a systematic withdrawal plan will
be redeemed  in the same order  as Class B  and Class C shares  are otherwise
redeemed.   See  "Purchase of  Shares--Deferred  Sales Charge  Alternatives--
Class B  and  Class  C  Shares--Contingent  Deferred  Sales  Charges--Class B
Shares"  and "--Contingent  Deferred Sales  Charges--Class C  Shares" in  the
Prospectus.   Where the  systematic  withdrawal plan  is applied  to Class  B
shares, upon conversion of the last Class  B shares in the account to Class D
shares,   the  systematic  withdrawal  plan  will  automatically  be  applied
thereafter to Class D shares.  See "Purchase of Shares--Deferred Sales Charge
Alternatives--Class B  and Class  C Shares--Conversion of  Class B  Shares to
Class D Shares."

     For redemptions through the CMA(Registered Trademark)  or CBA(Registered
Trademark) Systematic Redemption Program, a shareholder may elect to have his
or her shares redeemed  on the first, second, third or  fourth Monday of each
month, in the  case of monthly redemptions, or  of every other month,  in the
case  of   bimonthly  redemptions.    For  quarterly,  semiannual  or  annual
redemptions, the shareholder may select the month in which the shares  are to
be redeemed and  may designate whether  the redemption is  to be made  on the
first, second, third or fourth Monday of the month.


Code #19010-0897ALL
     #19011-0897ALL



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