Filed Pursuant to Rule 497(e)
File No. 33-8708
MERRILL LYNCH INSTITUTIONAL INTERMEDIATE FUND
Supplement dated October 31, 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 September 12, 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 a meeting of shareholders scheduled to be held on October 25,
1996, with the proposals to be implemented, if approved by the
shareholders, on or about November 1, 1996. Due to the lack of the
requisite quorum at the shareholders' meeting on October 25, 1996,
the meeting has been adjourned to November 25, 1996. Accordingly,
implementation of the proposals will not occur on or about November
1, 1996 but may occur, if approved by shareholders, on or about
December 2, 1996.
