<PAGE> 1
MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC.
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SUPPLEMENT DATED JANUARY 5, 1994 TO
PROSPECTUS DATED OCTOBER 28, 1993
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The last full paragraph and related chart on page 19 of the Prospectus is
replaced with the following:
Initial sales charges may be waived for shareholders purchasing $1 million
or more in a single transaction (other than a tax qualified retirement plan
under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"),
or deferred compensation plan under Section 403(b) and Section 457 of the Code),
or a purchase by a TMASM Managed Trust, of shares of the Fund. In addition,
purchases of shares of the Fund made in connection with a single investment of
$1 million or more under the Merrill Lynch Mutual Fund Adviser Program will not
be subject to an initial sales charge. Purchases described in this paragraph
will be subject to a contingent deferred sales charge if the shares are redeemed
within one year after purchase at the following rates:
<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES
CHARGE AS A PERCENTAGE OF
DOLLAR AMOUNT SUBJECT TO
AMOUNT OF PURCHASE CHARGE
------------------ -----------------------------
<S> <C>
$1 million up to $2.5 million.................. 1.00%
Over $2.5 million up to $3.5 million........... 0.60%
Over $3.5 million up to $5 million............. 0.40%
Over $5 million................................ 0.25%
</TABLE>
Code #10893S-2
