AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996.
FILE NO. 033-8708
FILE NO. 811-4839
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 <checked-box>
PRE-EFFECTIVE AMENDMENT NO. <square>
POST-EFFECTIVE AMENDMENT NO. 11 <checked-box>
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 <checked-box>
AMENDMENT NO. 12 <checked-box>
(CHECK APPROPRIATE BOX OR BOXES)
----------------
MERRILL LYNCH INSTITUTIONAL INTERMEDIATE FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (609) 282-2800
ROBERT W. CROOK
MERRILL LYNCH INSTITUTIONAL INTERMEDIATE FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------
COPIES TO:
PHILIP L. KIRSTEIN, ESQ. LEONARD B. MACKEY, JR., ESQ.
FUND ASSET MANAGEMENT, L.P. ROGERS & WELLS
P.O. BOX 9011 200 PARK AVENUE
PRINCETON, NEW JERSEY 08543-9011 NEW YORK, NEW YORK 10166
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX)
<square> immediately upon filing pursuant to paragraph (b)
<checked-box> on December 19, 1996 pursuant to paragraph (b)
<square> 60 days after filing pursuant to paragraph (a)
<square> on (date) pursuant to paragraph (a)(i)
<square> 75 days after filing pursuant to paragraph (a)(ii)
<square> on (date) pursuant to paragraph (a)(ii) of rule 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
<checked-box> this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
CALCULATION OF REGISTRATION FEE
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER
THE SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY
ACT OF 1940. THE NOTICE REQUIRED BY SUCH RULE FOR THE REGISTRANT'S MOST RECENT
FISCAL YEAR WAS FILED ON DECEMBER 21, 1995.
===============================================================================
This Post-Effective Amendment No. 11 (the "Amendment") to
the registration statement of Merrill Lynch Institutional
Intermediate Fund (the "Fund") on Form N-1A under the Securities
Act of 1933 (the "1933 Act") and the Investment Company Act of 1940
is being filed pursuant to Rule 485(b) of the 1933 Act for the sole
purpose of delaying for thirty days the effective date of the
Fund's Post-Effective Amendment No. 10, which was filed pursuant to Rule
485(a) on September 20,1996. The Cross-Reference Sheet, the Fund's Prospectus,
its Statement of Additional Information and Part C, none of which are
being in any other way changed by the Amendment, have thus been
omitted from the Amendment.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Suffolk, and Commonwealth of Massachusetts, on
the 19th day of November, 1996.
MERRILL LYNCH INSTITUTIONAL INTERMEDIATE FUND
By: /S/ ROBERT W. CROOK
------------------------------------------
Robert W. Crook
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert W. Crook and
Gerald M. Richard, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
Amendments (including pre-effective and post-effective amendments) to the
Registration Statement (File No. 33-8708) of the Merrill Lynch Institutional
Intermediate Fund, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registrant's Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ ROBERT W. CROOK President and Trustee November 19, 1996
- --------------------- (Principal Executive Officer)
*
- --------------------- Treasurer (Principal Financial November 19, 1996
Gerald M. Richard and Accounting Officer)
*
___________________________ Trustee
A. Bruce Brackenridge
*
___________________________ Trustee
Charles C. Cabot, Jr.
*
___________________________ Trustee
James T. Flynn
*
___________________________ Trustee
Terry K. Glenn
*
___________________________ Trustee
George W. Holbrook, Jr.
*
___________________________ Trustee
W. Carl Kester
</TABLE>
* By: /S/ ROBERT W. CROOK November 19, 1996
-----------------------------------
(Robert W. Crook, Attorney-in-Fact)
<PAGE>
<PAGE>
