Filed Pursuant to Rule 497(e)
File No. 33-8708
MERRILL LYNCH INSTITUTIONAL INTERMEDIATE FUND
Supplement dated January 7, 1997 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 December 5, 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 December 23, 1996, with the proposals to be implemented, if
approved by the shareholders, on or about December 31, 1996. Due
to the lack of the requisite vote to approve certain matters at the
shareholders' meeting on December 23, 1996, the meeting has been
adjourned to January 27, 1997. Accordingly, implementation of the
proposals will not occur on or about December 31, 1996 but may
occur, if approved by shareholders, on or about January 31, 1997.
