SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Merrill Lynch & Co., Inc. ----------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2740599 -------------- ------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) World Financial Center North Tower 250 Vesey Street New York, New York 10281 - ----------------------------- --------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------- ------------------------------ Japan Index/SM/ Equity American Stock Exchange Participation Securities with Minimum Return Protection due January ___, 2000 Securities to be registered pursuant to Section 12(g) of the Act: None ------------------------------------------------------------------- (Title of class) SM "Japan Index" is a service mark of The American Stock Exchange. Item 1. Description of Registrant's Notes to be Registered. -------------------------------------------------- The description of the general terms and provisions of the Japan Index/SM/ Equity Participation Securities with Minimum Return Protection due January ___, 2000 to be issued by Merrill Lynch & Co., Inc. (the "Securities", or the "Notes") set forth in the Preliminary Prospectus Supplement dated January 3, 1994, and the Prospectus dated August 27, 1993, attached hereto as Exhibit 99(A) is hereby incorporated by reference and contains certain proposed terms and provisions. The description of the Notes contained in the Prospectus Supplement to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under Registration Statement Number 33-49947 which will contain the final terms and provisions of the Notes, including the maturity date of the Notes, is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof. Item 2. Exhibits. -------- 99 (A) Preliminary Prospectus Supplement dated January 3, 1994, and Prospectus dated August 27, 1993. 99 (B) Form of Note. 99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), dated as of April 1, 1983, as amended and restated, and Supplemental Indenture thereto, dated as of March 15, 1990.* Other securities issued by Merrill Lynch & Co., Inc. are listed on the American Stock Exchange. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MERRILL LYNCH & CO., INC. /s/ Gregory T.Russo By: ________________________ Gregory T. Russo Secretary Date: * Exhibit 99(C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO FORM 8-A DATED January 10, 1994 3 INDEX TO EXHIBITS ----------------- Exhibit No. Page No. - ---------- ------- 99 (A) Preliminary Prospectus Supplement dated January 3, 1994, and Prospectus dated August 27, 1993. 99 (B) Form of Note. 99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), dated as of April 1, 1983, as amended and restated, and Supplemental Indenture thereto, dated as of March 15, 1990.* * Exhibit 99(C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. 4