MERRILL LYNCH FOCUS TWENTY FUND, INC.
                          ARTICLES SUPPLEMENTARY TO THE
                            ARTICLES OF INCORPORATION
                     INCREASING THE AUTHORIZED CAPITAL STOCK
                               OF THE CORPORATION

     MERRILL LYNCH FOCUS TWENTY FUND, INC., a Maryland corporation (the
"Corporation") having its principal Maryland office c/o The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST:     The Corporation is registered as an open-end company under the
Investment Company Act of 1940, as amended, with authority to issue SEVEN
HUNDRED MILLION (700,000,000) shares of capital stock. The Corporation has four
classes of capital stock consisting of ONE HUNDRED MILLION (100,000,000) shares
of Class A Common Stock, THREE HUNDRED MILLION (300,000,000) shares of Class B
Common Stock, TWO HUNDRED MILLION (200,000,000) shares of Class C Common Stock
and ONE HUNDRED MILLION (100,000,000) shares of Class D Common Stock. All shares
of all classes and series of the Corporation's capital stock have a par value of
Ten Cents ($.10) per share and an aggregate par value of SEVENTY MILLION Dollars
($70,000,000).

     SECOND:     The Board of Directors of the Corporation, acting in accordance
with Section 2-105(c) of the Maryland Corporations and Associations Code, hereby
increases the total number of authorized shares of Class C Common Stock of the
Corporation by ONE HUNDRED MILLION (100,000,000) shares.

     THIRD:     After this increase in the number of authorized shares of
capital stock of the Corporation, the Corporation will have authority to issue
EIGHT HUNDRED MILLION (800,000,000) shares of capital stock and the capital
stock will consist of ONE HUNDRED MILLION (100,000,000) shares of Class A Common
Stock, THREE HUNDRED MILLION (300,000,000) shares of Class B Common Stock, THREE
HUNDRED MILLION (300,000,000) shares of Class C Common Stock and ONE HUNDRED
MILLION (100,000,000) shares of Class D Common Stock.

     FOURTH:    After this increase in the number of authorized shares of
capital stock of the Corporation, all shares of all classes and series of the
Corporation's capital stock will have a par value of Ten Cents ($.10) per share
and an aggregate par value of EIGHTY MILLION Dollars ($80,000,000).



     IN WITNESS WHEREOF, MERRILL LYNCH FOCUS TWENTY FUND, INC. has caused these
Articles Supplementary to be signed in its name and on its behalf by a duly
authorized officer and attested by its Secretary on March 12, 2002.

                               MERRILL LYNCH FOCUS TWENTY FUND, INC.



                               By: /s/ Donald C. Burke
                                   ---------------------------------------------
                                   Donald C. Burke, Vice President and Treasurer



Attest:


 /s/ Susan B. Baker
--------------------------
Susan B. Baker, Secretary

     THE UNDERSIGNED, Vice President and Treasurer of MERRILL LYNCH FOCUS TWENTY
FUND, INC., who executed on behalf of said Corporation the foregoing Articles
Supplementary, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to be the corporate act of said Corporation and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects, and that this statement is made under the penalties for
perjury.

                                    /s/ Donald C. Burke
                               -------------------------------------------------
                                   Donald C. Burke, Vice President and Treasurer


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