December 3, 1997
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Utility Income Fund, Inc.
Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A
(Securities Act File No. 33-49787)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities
Act of 1933, as amended (the "1933 Act"), Merrill Lynch
Utility Income Fund, Inc. (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. 5 to the Fund's
Registration Statement on Form N-1A, constituting
the most recent amendment for the Fund's
Registration Statement on Form N-1A; and
(2) the text of Post-Effective Amendment
No. 5 to the Fund's Registration Statement on
Form N-1A was filed electronically with the
Securities and Exchange Commission on
December 1, 1997.
Very truly yours,
Merrill Lynch Utility Income Fund, Inc.
By: /s/ Thomas D. Jones, III
Secretary
