MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
February 10, 1997
VIA ELECTRONIC FILING
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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.
Post-Effective Amendment No. 2 to the
Registration Statement on Form N-2
(Securities Act File No. 33-64311
Investment Company Act File No. 811-7203
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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 Post-Effective Amendment No. 2 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
(2) the text of Post-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2 was filed electronically with
the Securities and Exchange Commission on February 5, 1997.
Very truly yours,
MERRILL LYNCH MUNICIPAL
STRATEGY FUND, INC.
By: /s/ Mark B. Goldfus
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Secretary
