MERRILL LYNCH INSTITUTIONAL INTERMEDIATE FUND
DEFA14A, 1996-12-02
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          Merrill Lynch Institutional Intermediate Fund
                     800 Scudders Mill Road
                  Plainsboro, New Jersey 08536






Dear Shareholder,

On October 1, 1996, the Fund's Board of Directors issued a Notice
of Special Meeting of Shareholders which asked shareholders to
consider several important proposals regarding the Fund.  The
meeting was originally scheduled for October 25, 1996; however, an
insufficient number of proxies were returned and a quorum was not
obtained.  The shareholders meeting was rescheduled for November
25, 1996, but, again, a quorum was not obtained.  Therefore, the
Fund must again resolicit your vote.

Our records indicate that you have voted against some or all of the
proposals.  The Board of Directors of the Fund have recommended a
"for" vote for the proposals.  We request that you reconsider your
negative vote and kindly complete, date and sign the enclosed proxy
card and return it promptly in the envelope provided for your
convenience.

The postponed shareholders meeting has been rescheduled for
December 23, 1996.  We ask your cooperation to vote your proxy and
return it promptly.  If you have any questions or need
clarification on any of the proposals, please feel free to call
Merrill Lynch Funds Distributor, Inc. at (609) 282-2800.






Enclosures(3)


PLEASE NOTE:   You may elect to vote by telephone #908-878-6510
               (collect calls will be accepted).  Your vote will
               be recorded and a confirmation will be sent to you. 
               You may also elect to vote by facsimile #908-878-
               9832.


- -----------------------------------------------------------------------------
<PAGE>

          Merrill Lynch Institutional Intermediate Fund
                     800 Scudders Mill Road
                  Plainsboro, New Jersey 08536






Dear Shareholder,

On October 1, 1996, the Fund's Board of Directors issued a Notice
of Special Meeting of Shareholders which asked shareholders to
consider several important proposals regarding the Fund.  The
meeting was originally scheduled for October 25, 1996; however, an
insufficient number of proxies were returned and a quorum was not
obtained.  The shareholders meeting was rescheduled for November
25, 1996, but, again, a quorum was not obtained.  Therefore, the
Fund must again resolicit your vote.

Our records indicate that you have abstained on some or all of the
proposals.  The Board of Directors of the Fund have recommended a
"for" vote for the proposals.  We request that you reconsider your
abstention and kindly complete, date and sign the enclosed proxy
card and return it promptly in the envelope provided for your
convenience.

The postponed shareholders meeting has been rescheduled for
December 23, 1996.  We ask your cooperation to vote your proxy and
return it promptly.  If you have any questions or need
clarification on any of the proposals, please feel free to call
Merrill Lynch Funds Distributor, Inc. at (609) 282-2800.






Enclosures(3)


PLEASE NOTE:   You may elect to vote by telephone #908-878-6510
               (collect calls will be accepted).  Your vote will
               be recorded and a confirmation will be sent to you. 
               You may also elect to vote by facsimile #908-878-
               9832.
<PAGE>
- -----------------------------------------------------------------------------

          Merrill Lynch Institutional Intermediate Fund
                     800 Scudders Mill Road
                  Plainsboro, New Jersey 08536







Dear Shareholder,

On October 1, 1996, the Fund's Board of Directors issued a Notice
of Special Meeting of Shareholders which asked shareholders to
consider several important proposals regarding the Fund.  The
meeting was originally scheduled for October 25, 1996; however, an
insufficient number of proxies were returned and a quorum was not
obtained.  The shareholders meeting was rescheduled for November
25, 1996, but, again, a quorum was not obtained.  Therefore, the
Fund must again resolicit your vote.  Our records indicate that you
have not voted.  Kindly complete, date and sign the enclosed proxy
card and return it promptly in the envelope provided for your
convenience.

The postponed shareholders meeting has been rescheduled for
December 23, 1996.  We ask your cooperation to vote your proxy and
return it promptly.  Your vote is important regardless of the
number of shares you own.  Avoiding further mailings will save your
Fund additional solicitation expenses.

If you have any questions or need clarification on any of the
proposals, please feel free to call Merrill Lynch Funds
Distributor, Inc. at (609) 282-2800.






Enclosures(3)


PLEASE NOTE:   You may elect to vote by telephone #908-878-6510
               (collect calls will be accepted).  Your vote will
               be recorded and a confirmation will be sent to you. 
               You may also elect to vote by facsimile #908-878-
               9832.



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