Exhibit 99(b)



INDEPENDENT AUDITORS' REPORT
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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
(the "Company") 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. Such consolidated financial statements
and our report thereon are included in the Company's 1997 Annual Report on Form
10-K, which is incorporated herein by reference.

We have also previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of the Company 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
the Company's 1997 Annual Report on Form 10-K, is fairly stated in all material
respects in relation to the consolidated financial statements from which it has
been derived.


/s/ Deloitte & Touche LLP
February 23, 1998