UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* MERRILL LYNCH & COMPANY, INC. (NAME OF ISSUER) COMMON STOCK (TITLE CLASS OF SECURITIES) 590188108 (CUSIP NUMBER) CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT.____(A FEE IS NOT REQUIRED ONLY IF THE FILING PERSON: (1) HAS A PREVIOUS STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.) (SEE RULE 13D-7). *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). CUSIP NO. 590188108 13G PAGE 2A OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, CO-TRUSTEE 04-1867445 MERRILL LYCH & COMPANY, INC. RETIREMENT ACCUMULATION PLAN 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 624,098.030 SHARES 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 624,098.030 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 624,098.030 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .3% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 590188108 13G PAGE 2B OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, CO-TRUSTEE 04-1867445 MERRILL LYNCH & COMPANY, INC. 401(K) SAVINGS & INVESTMENT PLAN 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 3,379,863.706 SHARES 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 3,379,863.706 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,379,863.706 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 590188108 13G PAGE 2C OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, CO-TRUSTEE 04-1867445 MERRILL LYNCH & COMPANY, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 24,874,221.081 SHARES 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 24,874,221.081 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,874,221.081 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.7% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 590188108 13G PAGE 2D OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445 VARIOUS COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS AND OTHER INDEX ACCOUNTS MERRILL LYNCH 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 1,630,882 SHARES 6. SHARED VOTING POWER 0 SHARES 7. SOLE DISPOSITIVE POWER 2,048,782 SHARES 8. SHARED DISPOSITIVE POWER 0 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,048,782 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 590188108 13G PAGE 2E OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, TRUSTEE/CO-TRUSTEE 04- 1867445 VARIOUS PERSONAL TRUST ACCOUNTS MERRILL LYNCH 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 18,200 SHARES 6. SHARED VOTING POWER 0 SHARES 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 0 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,200 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .0% 12. TYPE OF REPORTING PERSON* BK SCHEDULE 13G PAGE 3 OF 5 PAGES ITEM 1. (A) NAME OF ISSUER MERRILL LYNCH & COMPANY, INC. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES WORLD FINANCIAL CENTER NORTH TOWER NEW YORK, NY 10281-1222 ITEM 2. (A) NAME OF PERSON FILING STATE STREET BANK AND TRUST COMPANY, TRUSTEE (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 225 FRANKLIN STREET, BOSTON, MA 02110 (C) CITIZENSHIP BOSTON, MASSACHUSETTS (D) TITLE OF CLASS OF SECURITIES COMMON STOCK (E) CUSIP NUMBER 590188108 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (B) _X_ BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT PAGE 4 OF 5 PAGES ITEM 4. OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED 30,945,164.817 SHARES (B) PERCENT OF CLASS 14.6% (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 1,649,082 SHARES (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 28,878,182.817 SHARES (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 2,048,782 SHARES (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 28,878,182.817 SHARES ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS NOT APPLICABLE ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. NOT APPLICABLE ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY NOT APPLICABLE ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT APPLICABLE ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE ITEM 10. CERTIFICATION THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT IS FILED PURSUANT TO RULE 13D-1(B): BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSES OR EFFECT. THIS REPORT IS NOT AN ADMISSION THAT STATE STREET BANK AND TRUST COMPANY IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THIS REPORT, AND STATE STREET BANK AND TRUST COMPANY EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN PURSUANT TO RULE 13D-4. SIGNATURE AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. 11 FEBRUARY 1994 STATE STREET BOSTON CORPORATION STATE STREET BANK AND TRUST COMPANY, TRUSTEE /s/JANET DENNEEN ASSISTANT SECRETARY MERRILL LYNCH & COMPANY INC. ITEM 6 SHARED VOTING POWER EACH PARTICIPANT (OR IN THE EVENT OF HIS OR HER DEATH, HIS OR HER BENEFICIARY) HAS THE RIGHT TO DIRECT STATE STREET BANK AND TRUST COMPANY (THE "TRUSTEE") IN WRITING AS TO THE MANNER IN WHICH SHARES OF MERRILL LYNCH & CO., INC. COMMON STOCK ("COMPANY STOCK") (INCLUDING FRACTIONAL SHARES) ALLOCATED TO HIS OR HER ACCOUNTS ARE TO BE VOTED ON EACH MATTER BROUGHT BEFORE AN ANNUAL OR SPECIAL STOCKHOLDERS; MEETING OF THE ISSUER. SUBJECT TO THE PROVISIONS OF THE UNDERLYING TRUST AGREEMENT, UPON TIMELY RECEIPT OF SUCH DIRECTIONS, THE TRUSTEE IS OBLIGATED, ON EACH SUCH MATTER, TO VOTE AS DIRECTED THE NUMBER OF SHARES (INCLUDING FRACTIONAL SHARES) OF COMPANY STOCK ALLOCATED TO SUCH PARTICIPANT'S ACCOUNTS. THE TRUSTEE IS OBLIGATED TO VOTE BOTH ALLOCATED SHARES FOR WHICH IT HAS NOT TIMELY RECEIVED DIRECTION, AS WELL AS UNALLOCATED SHARES, IN THE SAME PROPORTION AS DIRECTED SHARES ARE VOTED. ITEM 8 SHARED DISPOSITIVE POWER EACH PARTICIPANT ( OR, IN THE EVENT OF HIS OR HER DEATH, HIS OR HER BENEFICIARY) IS A "NAMED FIDUCIARY" WITHIN THE MEANING OF SECTION 403(a) OF ERISA AND HAS THE RIGHT, TO THE EXTENT OF SHARES OF COMPANY STOCK (INCLUDING FRACTIONAL SHARES) ALLOCATED TO HIS OR HER ACCOUNTS, TO DIRECT THE TRUSTEE IN WRITING AS TO THE MANNER I WHICH TO RESPOND TO A TENDER OR EXCHANGE OFFER WITH RESPECT TO SHARES OF SUCH COMPANY STOCK. SUBJECT TO THE PROVISIONS OF THE UNDERLYING TRUST AGREEMENT, UPON TIMELY RECEIPT OF SUCH INSTRUCTIONS, THE TRUSTEE IS OBLIGATED TO RESPOND AS DIRECTED WITH RESPECT TO THE NUMBER OF SHARES OF SUCH COMPANY STOCK ALLOCATED TO SUCH PARTICIPANT'S ACCOUNTS. IF THE TRUSTEE DOES NOT RECEIVE TIMELY INSTRUCTION FROM A PARTICIPANT (OR BENEFICIARY) AS TO THE MANNER IN WHICH TO RESPOND TO SUCH A TENDER OR EXCHANGE OFFER, THE TRUSTEE IS NOT PERMITTED TO TENDER OR EXCHANGE ANY SHARES OF COMPANY STOCK WITH RESPECT TO WHICH SUCH PARTICIPANT (OR BENEFICIARY) HAS THE RIGHT OF DIRECTION. THE TRUSTEE IS OBLIGATED TO TENDER OR EXCHANGE ANY UNALLOCATED SHARES OF COMPANY STOCK IN THE SAME PROPORTION AS DIRECTIONS FOR ALLOCATED SHARES ARE RECEIVED (INCLUDING ANY SUCH ALLOCATED SHARES FOR WHICH NO DIRECTIONS ARE RECEIVED).