Exhibit 99(ii)







INDEPENDENT AUDITORS' REPORT
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We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of Merrill Lynch & Co., Inc. and subsidiaries
("Merrill Lynch") as of December 27, 1996, and December 29, 1995, and for each 
of the three years in the period ended December 27, 1996, and have issued our
report thereon dated February 24, 1997.  Such financial statements and our
report, included herein as part of Exhibit 99(i) to Merrill Lynch's Current
Report on Form 8-K dated March 14, 1997, are included in Merrill Lynch's
1996 Annual Report to Stockholders.

We have also previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of Merrill Lynch & Co., Inc. and
subsidiaries as of December 30, 1994, December 31, 1993 and December 25, 1992
and the related statements of consolidated earnings, changes in consolidated
stockholders' equity and consolidated cash flows for each of the two years in
the period ended December 31, 1993 (none of which are presented or incorporated
by reference herein); and we expressed unqualified opinions on those
consolidated financial statements.  In our opinion, the information set forth in
the Selected Financial Data under the captions Operating Results, Financial
Position and Common Share Data, included herein as Exhibit 99(i), is fairly
stated in all material respects in relation to the consolidated financial
statements from which it has been derived.


/S/ Deloitte & Touche LLP

New York, New York
February 24, 1997