Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kohlhagen Steven W
 2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2005		 3. Issuer Name and Ticker or Trading Symbol
Small Cap Premium & Dividend Income Fund, Inc. [RCC]
(Last)
(First)
(Middle)
800 SCUDDERS MILL ROAD, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLAINSBORO, NJ 08536		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kohlhagen Steven W
800 SCUDDERS MILL ROAD
PLAINSBORO, NJ 08536		   X      
Rainer William J
800 SCUDDERS MILL ROAD
PLAINSBORO, NJ 08536		   X      
DONAHUE ANDREW
C/O MERRRILL LYNCH ASSET MANAGEMENT
800 SCUDDERS MILL ROAD
PLAINSBORO, NJ 08536		   X      
Cox Mitchell M
800 SCUDDERS MILL ROAD
PLAINSBORO, NJ 08536		       President  
DOLL ROBERT C JR
800 SCUDDERS MILL ROADS
PLAINSBORO, NJ 08536		       President  
Hiller Jeffrey
800 SCUDDERS MILL RD
PLAINSBORO, NJ 08536		       CCO  
WORMAN GLENN C
800 SCUDDERS MILL ROAD
PLANSBORO, NJ 08536		       CFO  
FULLERTON BRIAN
800 SCUDDERS MILL ROADS
PLAINSBORO, NJ 08536		       Managing Director  
MILLER JERRY
C/O MERRRILL LYNCH ASSET MANAGEMENT
800 SCUDDERS MILL ROAD
PLAINSBORO, NJ 08536		       SVP  
FOSINA JOHN J
MERRILL LYNCH CORPORATE SECRETARY
225 BROADWAY, 17TH FLOOR
NEW YORK, NY 10038		       CAO  

Signatures

Catherine Johnston, Power of Attorney 07/26/2005
**Signature of Reporting Person Date

Explanation of Responses:

No securities are beneficially owned

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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