As filed with the Securities and Exchange Commission on October 1, 1999

Securities Act File No. 33-50417
Investment Company Act File No. 811-6282

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

(Check appropriate box or boxes)

Copies to:

   It is proposed that this filing will become effective (check appropriate box):

   If appropriate, check the following box:

Title of Securities Being Registered:  Shares of Beneficial Interest, par value $.10 per share.

Prospectus

[LOGO] Merrill Lynch

The information in this prospectus is not complete and may be changed. We may not use this prospectus to sell securities until the registration statement containing this prospectus, which has been filed with the Securities and Exchange Commission, is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 1, 1999

Merrill Lynch Multi-State Limited Maturity
Municipal Series Trust

November __, 1999

This Prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Table of Contents

10
11

[ICON] Key Facts

In an effort to help you better understand the many concepts involved in making an investment decision, we have defined highlighted terms in this prospectus in the sidebar.

Investment Grade — any of the four highest debt obligation ratings by recognized rating agencies, including Moody's Investors Service, Inc., Standard & Poor's or Fitch IBCA, Inc.

California Municipal Bond — a debt obligation issued by or on behalf of the state of California, a governmental entity in California or other qualifying issuer that pays interest exempt from California income tax as well as from Federal income tax.

Florida Municipal Bond — a debt obligation issued by or on behalf of the state of Florida, a governmental entity in Florida or other qualifying issuer that is not subject to Florida intangible personal property tax and that pays interest exempt from Federal income tax.

THE MERRILL LYNCH MULTI-STATE LIMITED MATURITY MUNICIPAL SERIES TRUST AT A GLANCE

What are the Funds' objectives?

The investment objective of the California Fund is to provide shareholders with income exempt from Federal and California income taxes. The investment objective of the Florida Fund is to provide shareholders with income exempt from Federal income tax and the opportunity to own shares whose value is exempt from Florida intangible personal property tax.

What are the Funds' main investment strategies?

The California Fund invests primarily in a portfolio of intermediate term investment grade California municipal bonds. The Florida Fund invests primarily in a portfolio of intermediate term investment grade Florida municipal bonds. These bonds may be obligations of a variety of issuers, including the states of California or Florida, governmental entities in California or Florida, and issuers located in Puerto Rico, the U.S. Virgin Islands and Guam. The California Fund will invest at least 65% of its assets in California municipal bonds and at least 80% of its total assets in California municipal bonds and other bonds that pay interest exempt from Federal income tax but not California income tax. The Florida Fund will invest at least 65% of its assets in Florida municipal bonds and at least 80% of its total assets in Florida municipal bonds and other bonds that pay interest exempt from Federal income tax but that may be subject to Florida intangible personal property tax. Each Fund may invest up to 20% of its assets in high yield bonds (otherwise known as "junk" bonds). Each Fund also may invest in certain types of derivative securities. When choosing investments, management of the Funds considers various factors, including the credit quality of issuers, yield analysis, maturity analysis and the call features of the obligations. Each Fund will invest primarily in municipal bonds with remaining maturities of between one and ten years. As a result, it is expected that each Fund's average weighted maturity will not be more than five years. Neither Fund can guarantee that it will achieve its objective.

What are the main risks of investing in a Fund?

As with any fund, the value of each Fund's investments — and therefore the value of each Fund's shares — may go up or down. These changes may occur in response to interest rate changes or other factors that may affect a particular issuer or obligation. Generally, when interest rates go up, the value of debt instruments like municipal bonds goes down. If the value of a Fund's investments goes down, you may lose money. Prices of shorter term debt instruments generally change less in response to interest rate changes than prices of longer term debt instruments.

[ICON] Key Facts

State Municipal Bond — either a California Municipal Bond or a Florida Municipal Bond.

RISK/RETURN BAR CHARTS

The bar charts and tables shown below provide an indication of the risks of investing in each Fund. The bar charts show changes in each Fund's performance for Class B shares for each complete calendar year since the inception of the respective Fund. Sales charges are not reflected in the bar charts. If these amounts were reflected, returns would be less than those shown. The tables compare the average annual total returns for each class of a Fund's shares for the periods shown with those of the ML Municipals Bond (U1AO) 1-3 years Index. How each Fund performed in the past is not necessarily an indication of how that Fund will perform in the future.

Merrill Lynch California Limited Maturity Municipal Bond Fund

4.56%

During the period shown in the bar chart, the highest return for a quarter was 3.70% (quarter ended March 31, 1995) and the lowest return for a quarter was –1.76% (quarter ended March 31, 1994). The California Fund's year-to-date return as of June 30, 1999 was –0.62%.

Average Annual Total Returns (as of the
calendar year ended) December 31, 1998

Past
One Year

Past
Five Years

Since
Inception

ML CA Limited Maturity Municipal Bond Fund* — Class A

2.88

4.05

4.15

ML Municipals Bond (U1A0) 1-3 years Index**

5.01

4.45

4.53

ML CA Limited Maturity Municipal Bond Fund* — Class B

2.54

3.89

3.99

ML Municipals Bond (U1A0) 1-3 years Index**

5.01

4.45

4.53

ML CA Limited Maturity Municipal Bond Fund* — Class C

2.74

N/A

4.86

ML Municipals Bond (U1A0) 1-3 years Index**

5.01

N/A

5.01

ML CA Limited Maturity Municipal Bond Fund* — Class D

2.77

N/A

4.73

ML Municipals Bond (U1A0) 1-3 years Index**

5.01

N/A

5.01

  *

Includes sales charge.

 **

This unmanaged index is comprised of AAA-rated bonds maturing within three years. Past performance is not predictive of future performance.

  †

Inception date is November 26, 1993.

 ††

Inception date is October 21, 1994.

  #

Since November 26, 1993.

 ##

Since October 21, 1994.

[ICON] Key Facts

RISK/RETURN BAR CHARTS

Merrill Lynch Florida Limited Maturity Municipal Bond Fund

4.19%

During the period shown in the bar chart, the highest return for a quarter was 3.48% (quarter ended March 31, 1995) and the lowest return for a quarter was –1.46% (quarter ended March 31, 1994). The Florida Fund's year-to-date return as of June 30, 1999 was –1.00%.

Average Annual Total Returns (as of the
calendar year ended December 31, 1998)

Past
One Year

Past
Five Years

Since
Inception

 ML FL Limited Maturity Municipal Bond Fund* — Class A

3.03

3.94

3.98

 ML Municipals Bond (U1A0) 1-3 years Index**

5.01

4.45

4.53

 ML FL Limited Maturity Municipal Bond Fund* — Class B

2.70

3.78

3.82

 ML Municipals Bond (U1A0) 1-3 years Index**

5.01

4.45

4.53

 ML FL Limited Maturity Municipal Bond Fund* — Class C

2.52

N/A

4.26

 ML Municipals Bond (U1A0) 1-3 years Index**

5.01

N/A

5.01

 ML FL Limited Maturity Municipal Bond Fund* — Class D

2.93

N/A

4.52

 ML Municipals Bond (U1A0) 1-3 years Index**

5.01

N/A

5.01

 *

 **

This unmanaged index is comprised of AAA-rated bonds maturing within three years. Past performance is not predictive of future performance.

  †

Inception date is November 26, 1993.

 ††

Inception date is October 21, 1994.

  #

Since November 26, 1993.

 ##

Since October 21, 1994.

UNDERSTANDING
EXPENSES

Fund investors pay various fees and expenses, either directly or indirectly. Listed below are some of the main types of expenses, which all mutual funds may charge:

Expenses paid directly by the shareholder:

Shareholder Fees — these include sales charges that you may pay when you buy or sell shares of a Fund.

Expenses paid indirectly by the shareholder:

Annual Fund Operating Expenses — expenses that cover the costs of operating a Fund.

Management Fee — a fee paid to the Manager for managing a Fund.

Distribution Fees — fees used to support a Fund's marketing and distribution efforts, such as compensating Financial Consultants, advertising and promotion.

Service (Account Maintenance) Fees — fees used to compensate securities dealers for account maintenance activities.

FEES AND EXPENSES

Each Fund offers four different classes of shares. Although your money will be invested in a Fund the same way no matter which class of shares you buy, there are differences among the fees and expenses associated with each class. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your Merrill Lynch Financial Consultant can help you with this decision.

This table shows the different fees and expenses that you may pay if you buy and hold the different classes of shares of a Fund. Future expenses may be greater or less than those indicated below.

Shareholder Fees (fees paid directly from
your investment)(a):

Class A

Class B(b)

Class C(c)

Class D

Maximum Sales Charge (Load) imposed on
purchases (as a percentage of offering price)

1.00

None

None

1.00

None

1.00

1.00

None

Sales Charge (Load) imposed on
Dividend Reinvestments

None

None

None

None

Redemption Fee

None

None

None

None

Exchange Fee

None

None

None

None

Maximum Account Fee

None

None

None

None

Annual Fund Operating Expenses (expenses
that are deducted from Fund Assets):

Management Fee

0.35

0.35

0.35

0.35

Distribution and/or Service (12b-1) Fees(g)

None

0.35

0.35

0.10

Other Expenses (including transfer agency fees)(h)

1.44

1.44

1.26

1.42

Total Annual Fund Operating Expenses

1.79

2.14

1.96

1.87

Management Fee(f)

0.35

0.35

0.35

0.35

Distribution and/or Service (12b-1) Fees(g)

None

0.35

0.35

0.10

Other Expenses (including transfer agency fees)(h)

1.13

1.14

0.96

1.12

Total Annual Fund Operating Expenses(f)

1.48

1.84

1.66

1.57

(a)

(b)

Class B shares automatically convert to Class D shares about ten years after you buy them. Then they will no longer be subject to distribution fees and will pay lower account maintenance fees.

(c)

Class C Shares are available only through the exchange privilege.

(d)

Some investors may qualify for reductions in the sales charge (load).

(e)

You may pay a deferred sales charge if you purchase $1 million or more and you redeem within one year.

(f)

Each Fund pays the Manager a fee at the annual rate of 0.35% of the average daily net assets of the respective Fund. For the fiscal year ended July 31, 1999, the Manager waived $19,537 of the management fees due from the Florida Fund. The Total Fund Operating Expenses in the fee table above have been restated for the Florida Fund to assume the absence of any such waiver because the

Class A

Class B

Class C

Class D

Class A

Class B

Class C

Class D

0.20%

0.20%

0.20%

0.20%

1.59%

1.94%

1.76%

1.67%

(g)

Each Fund calls the "Service Fee" an "Account Maintenance Fee." Account Maintenance Fee is the term used elsewhere in this Prospectus and in all other materials of the Funds. If you hold Class B or Class C shares for a long time, it may cost you more in distribution (12b-1) fees than the maximum sales charge that you would have paid if you had bought Class A or Class D shares.

(h)

Each Fund pays the Transfer Agent $11.00 for each Class A and Class D shareholder account and $14.00 for each Class B and Class C shareholder account and reimburses the Transfer Agent's out-of-pocket expenses. Each Fund pays a 0.10% fee for certain accounts that participate in the Merrill Lynch Mutual Fund Advisor program. Each Fund also pays a $0.20 monthly closed account charge, which is assessed upon all accounts that close during the year. This fee begins the month following the month the account is closed and ends at the end of the calendar year. For the fiscal year ended July 31, 1999, the California Fund paid the Transfer Agent fees totaling $3,290 and the Florida Fund paid the Transfer Agent fees totaling $4,030. The Manager provides accounting services to each Fund at its cost. For the fiscal year ended July 31, 1999, the California Fund reimbursed the Manager $36,246 and the Florida Fund reimbursed the Manager $42,391 for these accounting services.

Examples:

These examples are intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds.

These examples assume that you invest $10,000 in a Fund for the time periods indicated, that your investment has a 5% return each year, that you pay the sales charges, if any, that apply to the particular class and that each Fund's operating expenses remain the same. This assumption is not meant to indicate you will receive a 5% annual rate of return. Your annual return may be more or less than the 5% used in this example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

EXPENSES IF YOU DID REDEEM YOUR SHARES:

1 Year

3 Years

5 Years

10 Years

Class A

$280

$658

$1,060

$2,184

Class B

$317

$670

$1,149

$2,472

Class C

$299

$615

$1,057

$2,285

Class D

$288

$682

$1,101

$2,268

EXPENSES IF YOU DID NOT REDEEM YOUR SHARES:

1 Year

3 Years

5 Years

10 Years

Class A

$280

$658

$1,060

$2,184

Class B

$217

$670

$1,149

$2,472

Class C

$199

$615

$1,057

$2,285

Class D

$288

$682

$1,101

$2,268

Florida Fund

EXPENSES IF YOU DID REDEEM YOUR SHARES:

1 Year

3 Years

5 Years

10 Years

Class A

$249

$563

$900

$1,851

Class B

$287

$579

$995

$2,159

Class C

$269

$523

$902

$1,965

Class D

$258

$591

$947

$1,949

EXPENSES IF YOU DID NOT REDEEM YOUR SHARES:

1 Year

3 Years

5 Years

10 Years

Class A

$249

$563

$900

$1,851

Class B

$187

$579

$995

$2,159

Class C

$169

$523

$902

$1,965

Class D

$258

$591

$947

$1,949

[ICON] Details About the Funds

ABOUT THE
PORTFOLIO MANAGER

Edward J. Andrews is the portfolio manager of both Funds and has been a Vice President of Fund Asset Management and Merrill Lynch Asset Management since 1991.

ABOUT THE MANAGER

Both Funds are managed by Fund Asset Management.

HOW THE FUNDS INVEST

The California Fund's main goal is to seek income that is exempt from Federal and California income taxes. The Florida Fund's main goal is to seek income exempt from Federal income tax and to offer shareholders the opportunity to own shares whose value is exempt from Florida intangible personal property tax. The California Fund invests primarily in intermediate term, investment grade California municipal bonds while the Florida Fund invests primarily in intermediate term, investment grade Florida municipal bonds. These bonds may be obligations of a variety of issuers including governmental entities or other qualifying issuers. Issuers may be located in California, in the case of the California Fund, or in Florida, in the case of the Florida Fund. Issuers also may be located in other qualifying jurisdictions such as Puerto Rico, the US Virgin Islands and Guam.

Each Fund may invest in either fixed rate or variable rate obligations. At least 80% of each Fund's total assets will be invested in investment grade securities. Each Fund may invest up to 20% of its total assets in high yield ("junk") bonds. These bonds are generally more speculative and involve greater price fluctuations than investment grade securities.

Each Fund will invest at least 80% of its total assets in obligations that pay interest exempt from Federal income tax and at least 65% of its total assets in its respective State municipal bonds. Under normal conditions, each Fund's average weighted maturity will not be more than five years. For temporary periods, however, a Fund may invest up to 35% of its total assets in short term tax exempt or taxable money market obligations although, each Fund will not generally invest more than 20% of its net assets in taxable money market obligations. As a temporary measure for defensive purposes, each Fund may invest without limitation in short term tax exempt or taxable money market obligations. These short term investments may limit the potential for each Fund to achieve its objective.

Each Fund may use derivatives including futures, options, indexed securities and inverse securities. Derivatives are financial instruments whose value is derived from another security or an index such as the Lehman Brothers Municipal Bond Index.

Each Fund's investments may include private activity bonds that may subject certain shareholders to a Federal alternative minimum tax.

California's economy is influenced by numerous factors, including developments in the defense/aerospace, high technology and construction industries and in the government. Florida's economy is also affected by many factors, including its governmental structure, its dependence on sales and use taxes, the disproportionate number of retirees living there and tourism. The

Manager believes that current economic conditions in both California and Florida will enable each Fund to continue to invest in high quality State municipal bonds.

Fund management considers a variety of factors when choosing investments, such as:

• Credit Quality Of Issuers — based on bond ratings and other factors including economic and financial conditions.
• Yield Analysis — takes into account factors such as the different yields available on different types of obligations and the shape of the yield curve (longer term obligations typically have higher yields).
• Maturity Analysis — the average weighted maturity of each portfolio normally will not be more than five years. Factors considered to determine the desired average maturity include portfolio activity, maturity of the supply of available bonds and the shape of the yield curve.

In addition, Fund management considers the availability of features that protect against an early call of a bond by the issuer.

This section contains a summary discussion of the general risks of investing in each Fund. As with any mutual fund, there can be no guarantee that a Fund will meet its goals or that a Fund's performance will be positive for any period of time.

Bond Market And Selection Risk — Bond market risk is the risk that the bond market will go down in value, including the possibility that the market will go down sharply and unpredictably. Selection risk is the risk that the investments that Fund management selects will underperform the market or other funds with similar investment objectives and investment strategies.

Credit Risk — Credit risk is the risk that the issuer will be unable to pay the interest or principal when due. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

Interest Rate Risk — Interest rate risk is the risk that prices of municipal bonds generally decrease when interest rates increase. However, prices of

[ICON] Details About the Funds



shorter term securities generally change less in response to interest rate changes than prices on longer term securities.

State Specific Risk — Each Fund will invest primarily in its respective State municipal bonds. As a result, each Fund is more exposed to risks affecting issuers in its respective state than is a municipal bond fund that invests more widely. Management does not believe that the current economic and financial conditions of either state will adversely affect the respective Fund's ability to invest in high quality state municipal securities. Each Fund is a non-diversified fund, which means that each Fund may invest more of its assets in obligations of a single issuer than if it were a diversified fund. By concentrating in a smaller number of investments, each Fund's risk is increased because each investment has a greater effect on a Fund's performance.

Call And Redemption Risk — A bond's issuer may call a bond for redemption before it matures. If this happens to a bond a Fund holds, that Fund may lose income and may have to invest the proceeds in bonds with lower yields.

General Obligation Bonds — The faith, credit and taxing power of the issuer of a general obligation bond secures payment of interest and repayment of principal. Timely payments depend on the issuer's credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

Revenue Bonds — Payments of interest and principal on revenue bonds are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax or other revenue source. These payments depend on the money earned by the particular facility or class of facilities. Industrial development bonds are one type of revenue bond.

Industrial Development Bonds — Municipalities and other public authorities issue industrial development bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment. If the private enterprise defaults on its payments, a Fund may not receive any income or get its money back from the investment.

Moral Obligation Bonds — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes — Municipal notes are shorter term municipal debt obligations. They may provide interim financing in anticipation of tax collection, bond sales or revenue receipts. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.

[ICON] Details About the Funds

Municipal Lease Obligations — In a municipal lease obligation, the issuer agrees to budget for and appropriate municipal funds to make payments due on the lease obligation. However, this does not ensure that funds will actually be appropriated in future years. The issuer does not pledge its unlimited taxing power for payment of the lease obligation, but the leased property secures the obligation. In addition, the proceeds of a sale may not cover a Fund's loss.

Insured Municipal Bonds — Bonds purchased by a Fund may be covered by insurance that guarantees timely interest payments and payment of principal on maturity. If a bond's insurer fails to fulfill its obligations or loses its credit rating, the value of the bond could drop. Insured bonds are subject to market risk.

Junk Bonds — Junk bonds are debt securities that are rated below investment grade by the major rating agencies or are unrated securities that Fund management believes are of comparable quality. The Funds do not intend to purchase debt securities that are in default or which Fund management believes will be in default. Although junk bonds generally pay higher rates of interest than investment grade bonds, they are high risk investments that may cause income and principal losses for a Fund. Junk bonds generally are less liquid and experience more price volatility than higher rated debt securities. The issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. In the event of an issuer's bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders. Junk bonds may be subject to greater call and redemption risk than higher rated debt securities.

When Issued Securities, Delayed Delivery Securities and Forward Commitments — When issued and delayed delivery securities and forward commitments involve the risk that the security a Fund buys will lose value prior to its delivery to that Fund. There also is the risk that the security will not be issued or that the other party will not meet its obligation, in which case a Fund loses the investment opportunity of the assets it has set aside to pay for the security and any gain in the security's price.

Variable Rate Demand Obligations — Variable rate demand obligations (VRDOs) are floating rate securities that combine an interest in a long term municipal bond with a right to demand payment before maturity from a bank or other financial institution. If the bank or financial institution is unable to pay, a Fund may lose money.

Illiquid Investments — Each Fund may invest up to 15% of its assets in illiquid securities that it cannot easily resell within seven days at current value or that have contractual or legal restrictions on resale. If a Fund buys illiquid securities it may be unable to quickly resell them or may be able to sell them only at a price below current value.

Derivatives — Each Fund may use derivative instruments including indexed and inverse securities, options on portfolio positions, options on securities or other financial indices, financial futures and options on such futures. Derivatives allow a Fund to increase or decrease its risk exposure more quickly and efficiently than other types of instruments.

Derivatives are volatile and involve significant risks, including:

• Credit Risk — the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to a Fund.
• Leverage Risk — the risk associated with certain types of investments or trading strategies that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.
• Liquidity Risk — the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.

Each Fund may use derivatives for hedging purposes including anticipatory hedges. Hedging is a strategy in which a Fund uses a derivative to offset the risk that other Fund holdings may decrease in value. While hedging can reduce losses, it can also reduce or eliminate gains if the market moves in a different manner than anticipated by a Fund or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by a Fund, in which case any losses on the holdings being hedged may not be reduced. There can be no assurance that a Fund's hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Funds are not required to use hedging and may choose not to do so.

Short Term Municipal Derivatives— Short term municipal derivatives present certain unresolved tax, legal, regulatory and accounting issues not

[ICON] Details About the Funds

presented by investments in other short term municipal securities. These issues might be resolved in a manner adverse to the Fund. For example, the Internal Revenue Service has never ruled whether pass-through income paid to a Fund is tax-exempt. Each Fund received an opinion of counsel that pass-through income is tax-exempt for Federal income tax purposes, but that does not mean that the IRS will never rule that pass-through income is taxable.

Indexed And Inverse Floating Rate Securities — Each Fund may invest in securities whose potential returns are directly related to changes in an underlying index or interest rate, known as indexed securities. The return on indexed securities will rise when the underlying index or interest rate rises and fall when the index or interest rate falls. Each Fund may also invest in securities whose return is inversely related to changes in an interest rate (inverse floaters). In general, income on inverse floaters will decrease when short term rates increase and increase when short term rates decrease. Investments in inverse floaters may subject a Fund to the risks of reduced or eliminated interest payments and losses of principal. In addition, certain indexed securities and inverse floaters may increase or decrease in value at a greater rate than the underlying interest rate, which effectively leverages a Fund's investment. As a result, the market value of such securities will generally be more volatile than that of fixed rate, tax exempt securities. Both indexed securities and inverse floaters are derivative securities and can be considered speculative.

Borrowing And Leverage — Each Fund may borrow for temporary emergency purposes including to meet redemptions. Borrowing may exaggerate changes in the net asset value of Fund shares and in the yield on the Fund's portfolio. Borrowing will cost a Fund interest expense and other fees. The costs of borrowing may reduce a Fund's return. Certain securities that a Fund buys may create leverage including, for example, when issued securities, forward commitments and options.

STATEMENT OF ADDITIONAL INFORMATION

If you would like further information about the Trust and each Fund, including how the Funds invest, please see the Statement of Additional Information.

[ICON] Your Account

MERRILL LYNCH SELECT PRICING^SM SYSTEM

Each Fund offers four share classes, each with its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. Each share class represents an ownership interest in the same investment portfolio. When you choose your class of shares you should consider the size of your investment and how long you plan to hold your shares. Your Merrill Lynch Financial Consultant can help you determine which share class is best suited to your personal financial goals.

For example, if you select Class A or D shares, you generally pay a sales charge at the time of purchase. If you buy Class D shares, you also pay an ongoing account maintenance fee of 0.10%. You may be eligible for a sales charge reduction or waiver.

If you select Class B or C shares, you will invest the full amount of your purchase price, but you will be subject to a distribution fee of 0.20% and an account maintenance fee of 0.15%. Because these fees are paid out of a Fund's assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying an initial sales charge. In addition, you may be subject to a deferred sales charge when you sell Class B or C shares. You may acquire Class C shares only by exchanging Class C shares of another Merrill Lynch mutual fund.

Each Fund's shares are distributed by Merrill Lynch Funds Distributor, a division of Princeton Funds Distributor, Inc., an affiliate of Merrill Lynch. Each Fund is a separate series of the Merrill Lynch Multi-State Limited Maturity Municipal Series Trust.

[ICON] Your Account

The table below summarizes key features of the Merrill Lynch Select Pricing^SM System for the Funds.

Limited to certain investors including:
•  Current Class A
   shareholders
•  Participants in
   certain Merrill
   Lynch-sponsored
   programs
•  Certain affiliates
   of Merrill Lynch

•   Not available for
    purchase.
•   Issued in
    exchange for
    Class C shares of
    other Merrill
    Lynch mutual
    funds.

Right of Accumulation — permits you to pay the sales charge that would apply to the cost or value (whichever is higher) of all shares you own in the Merrill Lynch mutual funds that offer Select Pricing options.

Letter of Intent — permits you to pay the sales charge that would be applicable if you add up all shares of Merrill Lynch Select Pricing System funds that you agree to buy within a 13 month period. Certain restrictions apply.

Class A and Class D Shares — Initial Sales Charge Options

If you select Class A or Class D shares, you will pay a sales charge at the time of purchase.

Amount of Purchase

Sales Load
as Percentage* of
Offering Price

Sales Load as
Percentage* of the
Net Amount Invested

Discount to
Selected Dealers
as Percentage*
of the Offering Price

Less than $100,000

1.00

1.01

.95

$100,000 but less
than $250,000

.75

.76

.70

$250,000 but less
than $500,000

.50

.50

.45

$500,000 but less
than $1,000,000

.30

.30

.27

$1,000,000 and over**

.00

.00

.00

*

Rounded to the nearest one-hundredth percent.

**

If you invest $1,000,000 or more in Class A or Class D shares, you may not pay an initial sales charge. However, if you redeem your shares within one year after purchase, you may be charged a deferred sales charge. This charge is 0.20% of the lesser of the original cost of the shares being redeemed or your redemption proceeds.

• Purchases under a Right of Accumulation or Letter of Intent
• TMA^SM Managed Trusts
• Certain Merrill Lynch investment or central asset accounts
• Purchases using proceeds from the sale of certain Merrill Lynch closed-end funds under certain circumstances
• Certain investors, including directors or trustees of Merrill Lynch mutual funds and Merrill Lynch employees
• Certain Merrill Lynch fee-based programs

[ICON] Your Account

Only certain investors are eligible to buy Class A shares. Your Merrill Lynch Financial Consultant can help you determine whether you are eligible to buy Class A shares or to participate in any of these programs.

If you decide to buy shares under the initial sales charge alternative and you are eligible to buy both Class A and Class D shares, you should buy Class A since Class D shares are subject to a 0.10% account maintenance fee, while Class A shares are not.

If you redeem Class A or Class D shares and within 30 days buy new shares of the same class, you will not pay a sales charge on the new purchase amount. The amount eligible for this "Reinstatement Privilege" may not exceed the amount of your redemption proceeds. To exercise the privilege, contact your Merrill Lynch Financial Consultant or the Funds' Transfer Agent at 1-800-MER-FUND.

Class B and Class C Shares — Deferred Sales Charge Options

If you select Class B or Class C shares, you do not pay an initial sales charge at the time of acquisition. However, if you redeem your shares within one year after acquisition, you may be required to pay a deferred sales charge. You will also pay distribution fees of 0.20% and account maintenance fees of 0.15% each year under distribution plans that each Fund has adopted under Rule 12b-1. Because these fees are paid out of a Fund's assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying an initial sales charge. The Distributor uses the money that it receives from the deferred sales charges and the distribution fees to cover the costs of marketing, advertising and compensating the Merrill Lynch Financial Consultant or other securities dealer who assists you in purchasing Fund shares.

If you redeem Class B shares or Class C shares within one year after acquisition, you may be charged a deferred sales charge. The amount of the charge is set forth in the following schedule:

• Redemption in connection with participation in certain Merrill Lynch fee-based programs
• Withdrawals resulting from shareholder death or disability as long as the waiver request is made within one year of death or disability or, if later, reasonably promptly following completion of probate, or in connection with involuntary termination of an account in which Fund shares are held
• Withdrawal through the Merrill Lynch Systematic Withdrawal Plan of up to 10% per year of your Class B account value at the time the plan is established

Your Class B shares convert automatically into Class D shares approximately ten years after purchase. Any Class B shares received through reinvestment of dividends paid on converting shares will also convert at that time. Class D shares are subject to lower annual expenses than Class B shares. The conversion of Class B to Class D shares is not a taxable event for Federal income tax purposes.

Different conversion schedules apply to Class B shares of different Merrill Lynch mutual funds. For example, Class B shares of a fixed-income fund typically convert approximately ten years after purchase compared to approximately eight years for equity funds. If you acquire your Class B

[ICON] Your Account

shares of a Fund in an exchange from another fund with a shorter conversion schedule, each Fund's ten year conversion schedule will apply. If you exchange your Class B shares in a Fund for Class B shares of a fund with a shorter conversion schedule, the other fund's conversion schedule will apply. The length of time that you hold both the original and exchanged Class B shares in both funds will count toward the conversion schedule. The conversion schedule may be modified in certain other cases as well.

Class C Shares

The deferred sales charge relating to Class C shares may be reduced or waived in connection with involuntary termination of an account in which Fund shares are held and withdrawals through the Merrill Lynch Systematic Withdrawal Plan.

Class C shares do not offer a conversion privilege.

HOW TO BUY, SELL, TRANSFER AND EXCHANGE SHARES

The chart below summarizes how to buy, sell, transfer and exchange shares through Merrill Lynch or other securities dealers. You may also buy shares through the Transfer Agent. To learn more about buying shares through the Transfer Agent, call 1-800-MER-FUND. Because the selection of a mutual fund involves many considerations, your Merrill Lynch Financial Consultant may help you with this decision.

The minimum initial investment for the Fund is $1,000 for all accounts except that certain Merrill Lynch fee-based programs have a $250 initial minimum investment.

(The minimums for initial investments may be waived under certain circumstances.)

The price of your shares is based on the next calculation of net asset value after your order is placed. Any purchase orders placed prior to the close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time) will be priced at the net asset value determined that day.

Purchase orders placed after that time will be priced at the net asset value determined on the next business day. Each Fund may reject any order to buy shares and may suspend the sale of shares at any time. Merrill Lynch may charge a processing fee to confirm a purchase. This fee is currently $5.35.

The minimum investment for additional purchases is generally $50 except that certain programs, such as automatic investment plans, may have higher minimums.

(The minimum for additional purchases may be waived under certain circumstances.)

[ICON] Your Account

The price of your shares is based on the next calculation of net asset value after your order is placed. For your redemption request to be priced at the net asset value on the day of your request, you must submit your request to your dealer prior to that day's close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time). Any redemption request placed after that time will be priced at the net asset value at the close of business on the next business day. Dealers must submit redemption requests to the Fund not more than thirty minutes after the close of business on the New York Stock Exchange on the day the request was received.

Securities dealers, including Merrill Lynch, may charge a fee to process a redemption of shares. Merrill Lynch currently charges a fee of $5.35. No processing fee is charged if you redeem shares directly through the Transfer Agent.

A Fund may reject an order to sell shares under certain
circumstances.

You may sell shares held at the Transfer Agent by writing to the Transfer Agent at the address on the inside back cover of this prospectus. All shareholders on the account must sign the letter. In some cases, a signature guarantee may be required. Please see the Statement of Additional Information for details on when a signature guarantee is needed. If you hold stock certificates, return the certificates with the letter. The Transfer Agent will
normally mail redemption proceeds within seven days following receipt of a properly completed request. If you make a redemption request before a Fund has collected payment for the purchase of shares, that Fund or the Transfer Agent may delay mailing your proceeds. This delay will usually not exceed ten days.

If you hold share certificates, they must be delivered to the Transfer Agent before they can be converted. Check with the Transfer Agent or your Merrill Lynch Financial Consultant for details.

You can choose to receive systematic payments from your Fund account either by check or through direct deposit to your bank account on a monthly or quarterly basis. If you hold your Fund shares in a Merrill Lynch CMA® or CBA® Account you can arrange for systematic redemptions of a fixed dollar amount on a monthly, bi-monthly, quarterly, semi-annual or annual basis, subject to certain conditions. Under either method you must have dividends automatically reinvested. For Class B and C shares your total annual withdrawals cannot be more than 10% per year of the value of your shares at the time your plan is established. The deferred sales charge is waived for systematic redemptions. Ask your Merrill Lynch Financial Consultant for details.

You can exchange your shares of a Fund for shares of many other Merrill Lynch mutual funds. You must have held the shares used in the exchange for at least 15 calendar days before you can exchange to another fund.

Each class of Fund shares is generally exchangeable for shares of the same class of another fund. If you own Class A shares and wish to exchange into a fund in which you have no Class A shares (and are not eligible to purchase Class A shares), you will exchange into Class D shares.

Some of the Merrill Lynch mutual funds impose a different initial or deferred sales charge schedule. If you exchange Class A or D shares for shares of a fund with a higher initial sales charge than you originally paid, you will be charged the difference at the time of exchange. If you exchange Class B shares for shares of a fund with a different deferred sales charge schedule, the higher schedule will apply. The time you hold Class B or C shares in both funds will count when determining your holding period for calculating a deferred sales charge at redemption. If you exchange Class A or D shares for money market fund shares, you will receive Class A shares of Summit Cash Reserves Fund. Class B or C shares of a Fund will be exchanged for Class B shares of Summit.

Although there is currently no limit on the number of exchanges that you can make, the exchange privilege may be modified or terminated at any time in the future.

[ICON] Your Account

Net Asset Value — the market value of a Fund's total assets after deducting liabilities, divided by the number of shares outstanding.

HOW SHARES ARE PRICED

When you buy shares, you pay the net asset value, plus any applicable sales charge. This is the offering price. Shares are also redeemed at their net asset value, minus any applicable deferred sales charge. Each Fund calculates its net asset value (generally by using market quotations) each day the New York Stock Exchange is open, after the close of business on the Exchange (the Exchange generally closes at 4:00 p.m. Eastern time). The net asset value used in determining your price is the next one calculated after your purchase or redemption order is placed.

Generally, Class A shares will have the highest net asset value because that class has the lowest expenses, and Class D shares will have a higher net asset value than Class B or Class C shares. Also dividends paid on Class A and Class D shares will generally be higher than dividends paid on Class B and Class C shares because Class A and Class D shares have lower expenses.

PARTICIPATION IN MERRILL LYNCH FEE-BASED PROGRAMS

If you participate in certain fee-based programs offered by Merrill Lynch, you may be able to buy Class A shares at net asset value, including by exchanges from other share classes. Sales charges on the shares being exchanged may be reduced or waived under certain circumstances.

You generally cannot transfer shares held through a fee-based program into another account. Instead, you will have to redeem your shares held through the program and purchase shares of another class, which may be subject to distribution and account maintenance fees. This may be a taxable event and you will pay any applicable sales charges.

If you leave one of these programs, your shares may be redeemed or automatically exchanged into another class of Fund shares or into a money market fund. The class you receive may be the class you originally owned when you entered the program, or in certain cases, a different class. If the exchange is into Class B shares, the period before conversion to Class D shares may be modified. Any redemption or exchange will be at net asset value. However, if you participate in the program for less than a specified period, you may be charged a fee in accordance with the terms of the program.

Dividends — exempt-interest, ordinary income and capital gains paid to shareholders. Dividends may be reinvested in additional Fund shares as they
are paid.

Details about these features and the relevant charges are included in the client agreement for each fee-based program and are available from your Merrill Lynch Financial Consultant.

DIVIDENDS AND TAXES

Each Fund will distribute any net investment income monthly and any net realized long or short term capital gains at least annually. Each Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. If your account is with Merrill Lynch and you would like to receive dividends in cash, contact your Merrill Lynch Financial Consultant. If your account is with the Transfer Agent and you would like to receive dividends in cash, contact the Transfer Agent.

Taxes

To the extent that the dividends distributed by a Fund are from municipal bond interest income, they are exempt from Federal income tax. However, certain investors may be subject to a Federal alternative minimum tax on dividends received from a Fund. Interest income from other investments may produce taxable distributions.

Generally, to the extent that the dividends distributed by the California Fund are derived from California municipal bond interest income, they are also exempt from California income taxes. Dividends derived from capital gains realized by the California Fund will be subject to Federal income tax and generally will be subject to California income tax as well. If you are subject to income tax in a state other than California, the dividends derived from California municipal bonds will not be exempt from income tax in that state.

The value of your Florida Fund shares generally will be exempt from Florida intangible personal property tax. While dividends paid by the Florida Fund to individuals who are Florida residents are not subject to personal income taxation, distributions by the Florida Fund will be subject to Florida corporate income taxes. If you are subject to income tax in a state other than Florida, the dividends derived from Florida municipal bonds may be subject to income tax in that state.

"BUYING A DIVIDEND"
You may want to avoid buying shares of a Fund shortly before the Fund pays a dividend, although the impact on you will be significantly less than if you were invested in a fund paying fully taxable dividends. The reason? If you buy shares when a fund has realized but not yet distributed taxable income (if any) or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax adviser.

Generally, within 60 days after the end of each Fund's taxable year, the Trust will tell you the amount of exempt-interest dividends and capital gain dividends you received that year. Capital gain dividends are taxable as long term capital gains to you, regardless of how long you have held your shares. The tax treatment of dividends from a Fund is the same whether you choose to receive dividends in cash or to have them reinvested in shares of a Fund.

By law, each Fund must withhold 31% of your distributions and proceeds if you have not provided a taxpayer identification number or social security number or if the number you have provided is incorrect.

If you redeem shares of a Fund or exchange them for shares of another fund, any gain on the transaction may be subject to Federal income tax.

This section summarizes some of the consequences of an investment in a Fund under current Federal and California and Florida tax laws. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences to you of an investment in a Fund under all applicable tax laws. The Trust's Statement of Additional Information has more information about taxes.

[ICON] Management of the Funds

FUND ASSET MANAGEMENT

Fund Asset Management, the Fund's Manager, manages the Funds' investments and their business operations under the overall supervision of the Trust's Board of Trustees. The Manager has the responsibility for making all investment decisions for each Fund. Each Fund pays the Manager a fee at the annual rate of 0.35% of the average daily net assets of that Fund.

Fund Asset Management is part of the Asset Management Group of ML & Co. The Asset Management Group had approximately $520 billion in investment company and other portfolio assets under management as of August 1999. This amount includes assets managed for Merrill Lynch affiliates.

A Note About Year 2000

Many computer systems were designed using only two digits to designate years. These systems may not be able to distinguish the Year 2000 from the Year 1900 (commonly known as the "Year 2000 Problem"). A Fund could be adversely affected if the computer systems used by Fund management or other service providers to that Fund do not properly address this problem before January 1, 2000. Fund management expects to have addressed this problem before then and does not anticipate that the services it provides will be adversely affected. The Funds' other service providers have told Fund management that they also expect to resolve the Year 2000 Problem, and Fund management will continue to monitor the situation as the Year 2000 approaches. However, if the problem has not been fully addressed, one or both Funds could be negatively affected. The Year 2000 Problem could also have a negative impact on the issuers of securities in which a Fund invests, and this could hurt a Fund's investment returns.

[ICON] Management of the Funds

FINANCIAL HIGHLIGHTS

The Financial Highlights tables are intended to help you understand each Fund's financial performance for the periods shown. Certain information reflects financial results for a single share of each of the Funds. The total returns in the table represent the rate an investor would have earned on an investment in each Fund (assuming reinvestment of all dividends). This information has been audited by Deloitte & Touche LLP, whose report, along with the Trust's financial statements, is included in the Trust's annual report to shareholders, which is available upon request.

  California Fund

Increase
(Decrease) in
Net Asset Value:

1998

1997

1996

1995

1999

1998

1997

1996

1995

Per Share Operating Performance:

Net asset value, beginning of year

$      

$10.22

$10.05

$ 9.99

$ 9.88

$      

$10.21

$10.04

$ 9.99

$  9.88

Investment income — net

.39

.38

.39

.42

.35

.34

.36

.39

Realized and unrealized gain (loss) on
investments — net

(.09

.17

.06

.11

(.09

.17

.05

.11

Total from investment operations

.30

.55

.45

.53

.26

.51

.41

.50

Less dividends and distributions:

    Investment income     — net

(.39

(.38

(.39

(.42

(.35

(.34

(.36

(.39

    Realized gain on     investments — net

—

—

—

—

—

—

Total dividends and distributions

(.39

(.38

(.39

(.42

(.35

(.34

(.36

(.39

Net asset value, end of year

$      

$10.13

$10.22

$10.05

$ 9.99

$     

$10.12

$10.21

$10.04

$  9.99

Total Investment Return:*

Based on net asset value per share

2.96

5.57

4.56

5.60

2.59

5.20

4.08

5.23

Ratios to Average Net Assets:

Expenses, net of reimbursement

1.12

1.08

.94

.40

1.51

1.44

1.30

.76

Expenses

1.32

1.28

1.30

1.44

1.71

1.64

1.66

1.80

Investment income — net

3.82

3.75

3.89

4.36

3.45

3.39

3.53

4.00

Supplemental Data:

Net assets, end of year (in thousands)

$      

$1,460

$3,152

$3,162

$3,527

$      

$4,812

$6,877

$9,919

$10,363

Portfolio turnover

24.65

26.86

11.09

124.72

24.65

26.86

11.09

124.72

* Total investment returns exclude the effects of sales loads.

FINANCIAL HIGHLIGHTS (concluded)

  California Fund

  Class C

Increase (Decrease)
in Net
Asset Value:

  For the Period October
21, 1994†
to
July 31,
1995

For the Period October
21, 1994†
to
July 31,
1995

1999

1998

1997

1996

1999

1998

1997

1996

Per Share Operating Performance:

Net asset value, beginning of period

$    

$10.22

$10.05

$ 9.99

$9.76

$       

$10.22

$10.05

$ 9.99

$ 9.76

Investment income — net

.37

.36

.37

.31

.38

.37

.38

.33

Realized and unrealized gain (loss) on
investments — net

(.10

.17

.06

.23

(.09

.17

.06

.23

Total from investment operations

.27

.53

.43

.54

.29

.54

.44

.56

Less dividends and distributions:

Investment income — net

(.37

(.36

(.37

(.31

(.38

(.37

(.38

(.33

Realized gain on investments — net

—

—

—

—

—

—

—

—

Total dividends and distributions

(.37

(.36

(.37

(.31

(.38

(.37

(.38

(.33

Net asset value, end of period

$     

$10.12

$10.22

$10.05

$9.99

$       

$10.13

$10.22

$10.05

$ 9.99

Total Investment Return:**

Based on net asset value per share

%

2.68

5.39

4.35

5.60

2.86

5.47

4.46

5.85

Ratios to Average Net Assets:

Expenses, net of reimbursement

%

1.36

1.25

1.14

.82

1.25

1.15

1.06

.66

Expenses

%

1.56

1.45

1.50

1.98

1.45

1.35

1.40

1.81

Investment income — net

%

3.61

3.58

3.69

4.04

3.70

3.69

3.77

4.28

Supplemental Data:

Net assets, end of period (in thousands)

$        

$  95

$  57

$  55

$ 64

$       

$2,713

$4,043

$2,185

$1,771

Portfolio turnover

24.65

26.86

11.09

124.72

24.65

26.86

11.09

124.72

[ICON] Management of the Funds

FINANCIAL HIGHLIGHTS (concluded)

  Florida Fund

Increase
(Decrease) in
Net Asset Value:

1998

1997

1996

1995

1999

1998

1997

1996

1995

Per Share Operating Performance:

Net asset value, beginning of year

$   

$10.07

$ 9.96

$10.02

$ 9.87

$10.07

$  9.96

$ 10.02

$  9.88

Investment income — net

.38

.40

.40

.43

.35

.36

.37

.40

Realized and unrealized gain (loss) on

investments — net

(.07

.11

(.06

.15

(.07

.11

(.06

.14

Total from investment operations

.31

.51

.34

.58

.28

.47

.31

.54

Less dividends and distributions:

Investment income — net

(.38

(.40

(.40

(.43

(.35

(.36

(.37

(.40

Realized gain on investments — net

—

—

—

—

—

—

—

—

Total dividends and distributions

(.38

(.40

(.40

(.43

(.35

(.36

(.37

(.40

Net asset value, end of year

$   

$ 10.00

$10.07

$ 9.96

$10.02

$   

$10.00

$ 10.07

$  9.96

$ 10.02

Total Investment Return:*

Based on net asset value per share

%

3.17

5.20

3.45

6.05

2.80

4.83

3.08

5.57

Ratios to Average Net Assets:

Expenses, net of reimbursement

%

1.19

1.09

.89

.39

%

1.54

1.45

1.24

.75

Expenses

%

1.19

1.09

.97

1.03

%

1.54

1.45

1.32

1.38

Investment income — net

%

3.81

3.98

4.01

4.39

%

3.46

3.63

3.66

4.05

Supplemental Data:

Net assets, end of year (in thousands)

$   

$5,331

$6,376

$7,874

$9,849

$   

$8,014

$11,461

$13,690

$16,213

Portfolio turnover

39.52