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Model merging offers an effective way to integrate the capabilities of multiple fine-tuned models. However, the performance degradation of the merged model remains a challenge, particularly when none or few data are available. This paper first highlights the necessity of domain-specific data for model merging by proving that data-agnostic algorithms can have arbitrarily bad worst-case performances. Building on this theoretical insight, we explore the relationship between model merging and distillation, introducing a novel few-shot merging algorithm, ProDistill (Progressive Layer-wise Distillation). Unlike common belief that layer-wise training hurts performance, we show that layer-wise teacher-student distillation not only enhances the scalability but also improves model merging performance. We conduct extensive experiments to show that compared to existing few-shot merging methods,ProDistill achieves state-of-the-art performance, with up to 6.14\% and 6.61\% improvements in vision and NLU tasks. Furthermore, we extend the experiments to models with over 10B parameters, showcasing the exceptional scalability of ProDistill.