Exhibit 99(b)

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
  Merrill Lynch & Co., Inc.

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 26, 1997 and December 27, 1996 
and for each of the three years in the period ended December 26, 1997 and 
have issued our report thereon dated February 23, 1998 (December 10, 1998 as 
to Note 1, paragraphs 1 and 2). Such consolidated financial statements and our 
report thereon are included in Merrill Lynch's Current Report on Form 8-K 
dated December 10, 1998, which is incorporated herein by reference.

We have also previously audited, in accordance with generally accepted 
auditing standards, the consolidated balance sheets of Merrill Lynch as of 
December 29, 1995, December 30, 1994 and December 31, 1993 and the related 
consolidated statements of earnings, changes in stockholders' equity and cash 
flows for each of the two years in the period ended December 30, 1994 (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 in Merrill Lynch's Current Report on Form 8-K dated December 10, 
1998, 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 23, 1998
(December 10, 1998 as to Selected Financial Data, paragraph 1 and note a)