MERRILL LYNCH CAPITAL FUND, INC.

           SUPPLEMENT DATED OCTOBER 8, 1997 TO THE PROSPECTUS AND 
        STATEMENT OF ADDITIONAL INFORMATION, EACH DATED JULY 21, 1997


     The   discussion  of  systematic  withdrawal  plans  under  "Shareholder
Services" is modified by deleting the references to Class A shares  and Class
D shares.   Effective  immediately, shares  of all  classes are  eligible for
inclusion in such plans.  However, in the case of Class B and Class C shares,
the  maximum value of  shares that can  be redeemed from  an account annually
shall not exceed 10% of the value of shares of such class  in that account at
the time the  election to join the  systematic withdrawal plan was  made.  No
otherwise  applicable CDSC  will be  charged  on redemption  of such  shares.
Class B and Class C shares redeemed through a systematic withdrawal plan will
be redeemed in the  same order as  Class B and Class  C shares are  otherwise
redeemed.   See  "Purchase of  Shares--Deferred  Sales Charge  Alternatives--
Class B  and  Class  C  Shares--Contingent  Deferred  Sales  Charges--Class B
Shares" and  "--Contingent Deferred  Sales Charges--Class  C  Shares" in  the
Prospectus.   Where  the systematic  withdrawal plan  is applied  to Class  B
shares, upon conversion of  the last Class B shares in the account to Class D
shares,   the  systematic  withdrawal  plan  will  automatically  be  applied
thereafter to Class D shares.  See "Purchase of Shares--Deferred Sales Charge
Alternatives--Class B  and Class  C Shares--Conversion of  Class B  Shares to
Class D Shares."

     For redemptions through the  CMA(Registered Trademark) or CBA(Registered
Trademark) Systematic Redemption Program, a shareholder may elect to have his
or her shares redeemed on the  first, second, third or fourth Monday  of each
month,  in the case of  monthly redemptions, or of every  other month, in the
case  of  bimonthly  redemptions.  For  quarterly,  semiannual   or  annual
redemptions, the shareholder may select the month in which the shares  are to
be  redeemed and may designate  whether the redemption  is to be  made on the
first, second, third or fourth Monday of the month.


Code #10044-0797ALL
     #10257-0797ALL