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MERRILL LYNCH STRATEGIC DIVIDEND FUND
December 2, 1996
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attention: Division of Investment Management
Re: Merrill Lynch Strategic Dividend Fund
Post Effective Amendment No. 10 to the
Registration Statement of Form N-1A
(Securities Act File No. 33-14517
Investment Company Act File No. 811-5178)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended (the "1933 Act"), Merrill Lynch Strategic Dividend Fund (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. 10 to the Fund's Registration Statement
of 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. 10 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 STRATEGIC
DIVIDEND FUND
By: /s/ ROBERT HARRIS
-------------------------
Robert Harris, Esq.
Secretary
