Merrill Lynch Capital Fund, Inc.

					   July 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Attention:  Division of Investment Management
		
      Re:     Merrill Lynch Capital Fund, Inc.
	      Post-Effective Amendment No. 34 to the 
	      Registration Statement on Form N-1A
	      (Securities Act File No. 2-49007
	      Investment Company Act File No. 811-2405)
      
Ladies and Gentlemen:

	Pursuant to Rule 497 (j) under the Securities Act 
of 1933, as amended (the "1933 Act"), Merrill Lynch Capital 
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. 34 to the Fund's Registration 
     Statement on Form N-1A, constituting the most 
     recent amendment to the Fund's Registration 
     Statement on Form N-1A; and 

 (2) the text of Post-Effective Amendment No. 34 to the 
     Fund's Registration Statement on Form N-1A was filed 
     electronically with the Securities and Exchange 
     Commission on July 21, 1997.
				  
				  Very truly yours,
					
			   Merrill Lynch Capital Fund, Inc.

			   By:  Arthur Zeikel \s\  
			       _________________________
      				Arthur Zeikel                  
				      President