SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): December 2, 1997

                            MERRILL LYNCH & CO., INC.
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State or other Jurisdiction of Incorporation or Organization)


                 1-7182                                  13-2740599
        (Commission File Number)            (I.R.S. Employer Identification No.)

         WORLD FINANCIAL CENTER
               NORTH TOWER
            250 VESEY STREET
           NEW YORK, NEW YORK                            10281-1332
(Address of Principal Executive Offices)                 (Zip Code)


                                 (212) 449-1000
              (Registrant's Telephone Number, including Area Code)

         (Former name or former address, if changed since last report.)





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         Item 5. Other Events.

         On December 2, 1997, the Board of Directors of the Registrant (the
"Board") approved and adopted the Amended and Restated Rights Agreement dated
December 2, 1997 (the "Amended Rights Agreement") between the Registrant and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, as rights agent.

         A new amended and restated plan was adopted in the normal course of
updating and extending the predecessor stockholder rights plan, which was
adopted in December of 1987 and is scheduled to expire on December 16, 1997, and
not in response to any acquisition proposal.

         In the Amended Rights Agreement, the Registrant has extended the
expiration date of its rights plan to December 2, 2007, and has amended it to
reflect prevailing shareholder rights plan terms. These amendments include: (i)
the threshold beneficial ownership level of the common stock, par value $1.33
1/3, of the Company (the "Common Stock") that triggers the "flip-in" feature of
the rights has been lowered from 25% to 15%; (ii) the threshold beneficial
ownership level of Common Stock that triggers the "flip-over" feature of the
rights has been lowered from 20% to 15%; (iii) the threshold beneficial
ownership level of Common Stock that triggers the exercisability of the rights
has been lowered from 25% to 15%; and (iv) the threshold beneficial ownership
level of Common Stock sought in a commenced or in an announced tender or
exchange offer that triggers the exercisability of the rights has been lowered
from 30% to 15%.

         A copy of the Amended Rights Agreement is attached hereto as Exhibit 4
and is incorporated herein by reference. The foregoing discussion does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit.

         Item 7. Exhibits.

         4        Form of Amended and Restated Rights Agreement dated as of
                  December 2, 1997 between the Registrant and ChaseMellon
                  Shareholder Services, L.L.C., a New Jersey limited liability
                  company, as rights agent.




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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned duly hereunto authorized.

                                        MERRILL LYNCH & CO., INC.


                                        By:  /s/ Gregory T. Russo
                                           -------------------------------------
                                             Name:     Gregory T. Russo
                                             Title:    Secretary

Date: December 3, 1997



                                 EXHIBIT INDEX

Exhibit No.    Description                                            Page
- -----------    -----------                                            ----

    (4)        Form of Amended and Restated Rights Agreement dated
               as of December 2, 1997 between the Registrant and
               ChaseMellon Shareholder Services, L.L.C., a New Jersey
               limited liability company, as rights agent.