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February 28, 1996
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 Municipal Strategy Fund, Inc.
Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2
(Securities Act File No. 33-64311;
Investment Company Act File No. 811-7203)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended (the
"1933 Act"), Merrill Lynch Municipal Strategy Fund, Inc. (the "Fund") hereby
certifies that:
(1) the form of prospectus that would have been filed pursuant to Rule
497(c) under the 1933 Act would not have differed from that contained
in Pre-Effective Amendment No. 1 to the Fund's Registration Statement
on Form N-2, constituting the most recent amendment to the Fund's
Registration Statement on Form N-2; and
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(2) the text of Pre-Effective Amendment No. 1 to the Fund's Registration
Statement on Form N-2 was filed electronically with the Securities
and Exchange Commission on February 27, 1996.
Very truly yours,
MERRILL LYNCH MUNICIPAL STRATEGY
FUND, iNC.
By: /s/ MARK B. GOLDFUS
------------------------
Mark B. Goldfus
Secretary
