December 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Strategic Dividend Fund
Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A
(Securities Act File No. 033-14517
Investment Company Act File No. 811-05178)
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. 14 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. 14 to the
Fund's Registration Statement on Form N-1A was
filed electronically with the Securities and
Exchange Commission on November 30, 1999.
Very truly yours,
MERRILL LYNCH STRATEGIC DIVIDEND FUND
By: Ira P. Shapiro /s/
_________________________
Ira P. Shapiro
Secretary
