MERRILL LYNCH WORLD INCOME FUND, INC.

                    SUPPLEMENT DATED DECEMBER 3, 1998 TO THE

                         PROSPECTUS DATED MARCH 31, 1998

          The third  paragraph  under  "Management  of the Fund - Management and
Advisory  Arrangements"  is revised by deleting the entire  paragraph and adding
the following:

          VINCENT T. LATHBURY, III is the Fund's Portfolio Manager. Mr. Lathbury
has been  First Vice  President  of MLAM since  1997,  Portfolio  Manager of the
Investment  Adviser and MLAM since 1982 and was Vice President of MLAM from 1982
to 1997. Mr. Lathbury is primarily  responsible for the day-to-day management of
the Fund's investment portfolio.

Code     #16102-0398ALL



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