MERRILL LYNCH PHOENIX FUND, INC.
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                        SUPPLEMENT DATED MAY 20, 1994 TO
          STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 24, 1993
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     'Purchase of Shares--Reduced Initial Sales Charges--Class A
Shares--Retirement Plans' is replaced as follows:
 
     Employer Sponsored Retirement or Savings Plans. Class A shares are offered
at net asset value to employer sponsored retirement or savings plans, such as
tax qualified retirement plans within the meaning of Section 401(a) of the
Internal Revenue Code of 1986, as amended (the 'Code'), deferred compensation
plans within the meaning of Sections 403(b) and 457 of the Code, other deferred
compensation arrangements, VEBA plans, and non-qualified After-Tax Savings and
Investment programs maintained on the Merrill Lynch Group Employee Services
system (herein referred to as 'Employer Sponsored Retirement or Savings
Plan(s)'), provided the Employer Sponsored Retirement or Savings Plan has $5
million or more in existing plan assets initially invested in portfolios, mutual
funds or trusts advised by the Fund's investment adviser either directly or
through an affiliate. Class A shares are also offered at net asset value to
Employer Sponsored Retirement or Savings Plans, provided the plan has
accumulated $5 million or more in existing plan assets invested in mutual funds
advised by the Fund's investment adviser charging a front-end sales charge or
contingent deferred sales charge. In either case, assets of Employer Sponsored
Retirement or Savings Plans sponsored by the same sponsor or an affiliated
sponsor may be aggregated. The Class A share reduced load breakpoints also apply
to these aggregated assets. Employer Sponsored Retirement or Savings Plans are
also offered Class A shares at net asset value, provided such plan initially has
1,000 or more employees eligible to participate in the plan. Employees eligible
to participate in Employer Sponsored Retirement or Savings Plans of the same
sponsoring employer or its affiliates may be aggregated. Tax qualified
retirement plans within the meaning of Section 401(a) of the Code meeting any of
the foregoing requirements, and which are provided specialized services (e.g.,
plans whose participants may direct on a daily basis their plan allocations
among a wide range of investments including individual corporate equities and
other securities in addition to mutual fund shares) by the Merrill Lynch
Blueprint(Service Mark) Program, are offered Class A shares at a price equal
to net asset value per share plus a reduced sales charge of 0.50%. Any Employer
Sponsored Retirement or Savings Plan which does not meet the above-described
qualifications to purchase Class A shares at net asset value has the option of
purchasing Class A shares at the sales charge schedule disclosed in the
Prospectus, or if the Employer Sponsored Retirement or Savings Plan is a tax
qualified retirement plan and meets the specified requirements (see Redemption
of Shares--Contingent Deferred Sales Charge--Class B Shares), then it may
purchase Class B shares with a waiver of the contingent deferred sales charge
upon redemption. The minimum initial and subsequent purchase requirements are
waived in connection with all the above-referenced Employer Sponsored
Retirement or Savings Plans.

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     'Redemption of Shares--Contingent Deferred Sales Charge--Class B
Shares--Retirement Plans' is amended by adding the following sentences:
 
'Eligible 401(k) Plan' is defined as a retirement plan qualified under Section
401(k) of the Code with a salary reduction feature offering a menu of
investments to plan participants.
 
The contingent deferred sales charge is also waived for any Class B shares which
are purchased by a Merrill Lynch rollover IRA that was funded by a rollover from
a terminated 401(k) plan managed by the MLAM Private Portfolio Group and held in
such account at the time of redemption.
 
Code #10242ALL