October 11, 2000
VIA ELECTRONIC FILING
---------------------
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Merrill Lynch Developing Capital Markets Fund, Inc.
Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A
(Registration Nos. 33-28248 and 811-5723)
---------------------------------------------------
Ladies and Gentlemen:
On behalf of Merrill Lynch Developing Capital Markets Fund, Inc. (the
"Fund") and pursuant to Rule 477 under the Securities Act of 1933, as amended
(the "Securities Act"), we hereby request that the Securities and Exchange
Commission (the "Commission") consent to the withdrawal of Post-Effective
Amendment No. 15 to the Fund's Registration Statement. The Fund is an open-end
investment company.
By proxy statement dated May 26, 2000, filed with the Commission on May
5, 2000, for a meeting of the Fund's shareholders on July 10, 2000 (the
"Shareholder Meeting") the Board of Directors of the Fund sought shareholder
approval to amend the investment objective and policies of the Fund. The
proposed amendments to Fund's investment objective and policies did not
receive the required vote of the shareholders at the Shareholder Meeting or at
any adjournment thereof.
The Fund filed Post-Effective Amendment No. 15 with the Commission on
August 16, 2000, pursuant to Rule 485(a) under the Securities Act. Such filing
was made (a) to include financial statements of the Fund for the fiscal year
ended June 30, 2000 (the "2000 Financial Statements"), (b) to disclose the
proposed amendments to the investment objective and policies of the Fund, and
(c) to make certain non-material updating changes.
Since the Fund did not receive the required shareholder approval to
amend its investment objective and policies, the Fund will (i) withdraw
Post-Effective Amendment No. 15 on October 11, 2000, pursuant to Rule 477 under
the Securities Act, and subsequently (ii) file Post-Effective Amendment No.
16, pursuant to Rule 485(b) under the Securities Act. Post-Effective Amendment
No. 16, which will include the 2000 Financial Statements and certain
non-material updating changes, will become automatically effective under the
Securities Act, pursuant to Rule 485(b) under the Securities Act immediately
upon filing.
If you should have any questions or comments regarding this filing,
please contact Ellen W. Harris at (212) 839-5583 or Nancy S. Vann at (212)
839-5457.
Merrill Lynch Developing Capital Markets Fund, Inc.
/s/ Donald C. Burke
By
-------------------------------------------------
Donald C. Burke, Vice President and Treasurer
cc: John Ganley, Esq.
Securities and Exchange Commission
