Filed Pursuant to Rule 497(e)
File No. 33-8708
MERRILL LYNCH INSTITUTIONAL INTERMEDIATE FUND
Supplement dated December 5, 1996 to the
Prospectus dated February 26, 1996
CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL
HAVE THE MEANING ASCRIBED TO THEM IN THE FUND'S PROSPECTUS.
As described in a Supplement dated October 31, 1996 to the
Fund's Prospectus, certain proposals for the reorganization of the
Fund were to be submitted for approval of the Fund's shareholders
at an adjournment of a meeting of shareholders scheduled to be held
on November 25, 1996, with the proposals to be implemented, if
approved by the shareholders, on or about December 2, 1996. Due to
the lack of the requisite quorum at the shareholders' meeting on
November 25, 1996, the meeting has been adjourned to December 23,
1996. Accordingly, implementation of the proposals will not occur
on or about December 2, 1996 but may occur, if approved by
shareholders, on or about December 31, 1996.
