RULE NO. 424(b)(5)
REGISTRATION NO. 33-51489
PROSPECTUS SUPPLEMENT
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(TO PROSPECTUS DATED MARCH 15, 1994)
(LOGO OF MERRILL LYNCH & CO., INC. APPEARS HERE)
$100,000,000
MERRILL LYNCH & CO., INC.
CONSTANT MATURITY TREASURY RATE INDEXED NOTES DUE MARCH 24, 1997
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Interest on the Notes is payable quarterly on March 24, June 24, September 24
and December 24 of each year (each an "Interest Payment Date"), commencing June
24, 1994. The rate of interest payable on the Notes will be reset on each
Interest Payment Date, and will equal a per annum rate equal to the Constant
Maturity Treasury Rate (as defined herein) minus .30%, as determined by Merrill
Lynch Capital Services, Inc. (the "Calculation Agent"), a subsidiary of the
Company; provided, however, that the rate of interest payable on the Notes for
the period from and including March 24, 1994 to but excluding June 24, 1994
will equal a per annum rate equal to the Constant Maturity Treasury Rate minus
.30%, as determined by the Calculation Agent on March 22, 1994. See
"Description of Notes--Interest" in this Prospectus Supplement.
The Notes are not subject to redemption by Merrill Lynch & Co., Inc. (the
"Company") prior to maturity.
Ownership of the Notes will be maintained in book-entry form by or through
the Depository (as hereinafter defined). Interests in the Notes will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depository and its participants. Beneficial owners of the Notes will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein. Settlement for the
Notes will be made in immediately available funds. The Notes will trade in the
Depository's Same-Day Funds Settlement System and secondary market trading
activity for the Notes will therefore settle in immediately available funds.
All payments of principal and interest on the Notes will be made by the Company
in immediately available funds so long as the Notes are maintained in book-
entry form. Beneficial interests in the Notes may be acquired, or subsequently
transferred, only in denominations of $1,000 and integral multiples thereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT THE COMPANY(1)(2)
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Per Note........................... 100% .4% 99.6%
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Total.............................. $100,000,000 $400,000 $99,600,000
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(1) Plus accrued interest, if any, from March 24, 1994.
(2) Before deduction of expenses payable by the Company.
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The Notes are offered by the Underwriter, subject to prior sale, when, as and
if issued by the Company and accepted by the Underwriter and subject to certain
other conditions. The Underwriter reserves the right to reject orders in whole
or in part. It is expected that delivery of the Notes will be made through the
book-entry facilities of the Depository on or about March 24, 1994.
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MERRILL LYNCH & CO.
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The date of this Prospectus Supplement is March 15, 1994.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The Commissioner of Insurance of the State of North Carolina has not approved
or disapproved this offering nor has the Commissioner passed upon the accuracy
or adequacy of this Prospectus Supplement or Prospectus.
DESCRIPTION OF NOTES
GENERAL
The Notes are to be issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated, which is
more fully described in the accompanying Prospectus. The Notes will mature on
March 24, 1997.
The Notes are not subject to redemption by the Company prior to maturity.
The Notes will be issued in denominations of $1,000 and integral multiples
thereof.
INTEREST
The Notes will bear interest from March 24, 1994, payable quarterly on March
24, June 24, September 24, and December 24 of each year (each an "Interest
Payment Date"), commencing June 24, 1994, to the persons in whose names the
Notes are registered on the preceding March 9, June 9, September 9 and December
9, respectively.
The rate of interest payable on the Notes will be reset on each Interest
Payment Date, and will equal a per annum rate equal to the Constant Maturity
Treasury Rate (as defined below) minus .30%, as determined on each Interest
Determination Date by Merrill Lynch Capital Services, Inc. (the "Calculation
Agent"), a subsidiary of the Company; provided, however, that the rate of
interest payable on the Notes from and including March 24, 1994 to but
excluding June 24, 1994 will equal a per annum rate equal to the Constant
Maturity Treasury Rate minus .30%, as determined by the Calculation Agent on
March 22, 1994.
Interest payments on the Notes will equal the amount of interest accrued from
and including the immediately preceding Interest Payment Date in respect of
which interest has been paid (or from and including the date of issue, if no
interest has been paid with respect to the Notes), to but excluding the related
Interest Payment Date or Maturity.
Accrued interest on the Notes will be calculated by multiplying the face
amount of each Note by an accrued interest factor. Such accrued interest factor
will be computed by adding the interest factor calculated for each day for
which interest is being calculated. The interest factor for each such day will
be computed by dividing the interest rate applicable to such day by the actual
number of days during the applicable year.
The interest rate in effect on each day shall be (a) if such day is an
Interest Payment Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest
Payment Date or (b) if such day is not an Interest Payment Date, the interest
rate determined as of the Interest Determination Date immediately preceding the
most recent Interest Payment Date.
The interest rate applicable to each interest reset period will be the rate
determined as of the applicable Interest Determination Date with respect to the
Interest Payment Date on which such period commences. The "Interest
Determination Date" pertaining to an Interest Payment Date will be the second
Business Day preceding such Interest Payment Date.
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"Constant Maturity Treasury Rate" means for any Interest Determination Date:
(i) The rate which appears on Telerate Page 7052, "WEEKLY AVG YIELDS ON
TREASURY CONSTANT MATURITIES", under the column entitled "2 YR" and in the
row opposite the date of the last Business Day (as defined below) of the
week prior to the Interest Determination Date appearing in the column
entitled "WEEK END", which appears as of 5:00 P.M., New York City time, on
the applicable Interest Determination Date. "Telerate Page 7052" means the
display designated as page 7052 on the Dow Jones Telerate Service (or such
page as may replace page 7052 on that service). The rate which appears on
Telerate Page 7052 under the column entitled "2 YR" is the rate described
in paragraph (ii) below published in the most recent H.15(519) (as defined
below).
(ii) If the Constant Maturity Treasury Rate as described in clause (i) is
not available by 5:00 P.M., New York City time, on the applicable Interest
Determination Date, the Constant Maturity Treasury Rate will equal the one-
week average yield on United States Treasury securities at "constant
maturity", as published in the most recent H.15(519) in the column entitled
"Week Ending" for the date of the last Business Day of the week prior to
the Interest Determination Date and opposite the heading "Treasury constant
maturities-2-year".
(iii) If the most recent H.15(519) available on the applicable Interest
Determination Date as described in clause (ii) above does not contain a
heading for the date of the last Business Day of the week prior to the
Interest Determination Date under the column entitled "Week Ending", the
Constant Maturity Treasury Rate will be such United States Treasury
constant maturity rate (or other United States Treasury rate) for two-year
United States Treasury securities at "constant maturity" for such Interest
Determination Date (a) as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
the Treasury, and (b) that the Calculation Agent determines to be
comparable to the rate formerly published in H.15(519).
(iv) If the Constant Maturity Treasury Rate as described in clause (iii)
is not published on the Interest Determination Date, the Constant Maturity
Treasury Rate will be a yield to maturity for direct noncallable fixed rate
obligations of the United States ("Treasury Notes") most recently issued
with an original maturity of approximately two years and an original issue
date within the immediately preceding year based on the yield (which yield
is based on asked prices) for such issue of Treasury Notes for such
Interest Determination Date, as published by the Federal Reserve Bank of
New York in its daily statistical release entitled "Composite 3:30 P.M.
Quotations for U.S. Government Securities" (or any successor or similar
publication selected by the Calculation Agent published by the Board of
Governors of the Federal Reserve System, the Federal Reserve Bank of New
York or any other Federal Reserve Bank or affiliated entity).
(v) If the Constant Maturity Treasury Rate as described in clause (iv) is
not published on the Interest Determination Date, the Constant Maturity
Treasury Rate will be calculated by the Calculation Agent and will be a
yield to maturity (expressed as a bond equivalent and as a decimal rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point
with five one-millionths of a percentage point rounded up, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis)
based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date of three primary United States government securities dealers in The
City of New York selected by the Calculation Agent (from five such dealers
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)) for Treasury Notes with an original maturity of approximately
two years and an original issue date within the immediately preceding year.
If three or four (and not five) of such dealers are quoting as described in
this clause (v), then the Constant Maturity Treasury Rate will be based on
the arithmetic mean of the bid prices obtained and neither the highest nor
the lowest of such quotations will be eliminated.
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(vi) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (v), the Constant Maturity Treasury Rate
will be calculated by the Calculation Agent and will be a yield to maturity
(expressed as a bond equivalent and as a decimal rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point with five one-
millionths of a percentage point rounded up, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
P.M., New York City Time, on the applicable Interest Determination Date of
three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (from five such dealers
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)) for Treasury Notes with an original maturity of approximately
ten years and a remaining term to maturity closest to two years. If three
or four (and not five) of such dealers are quoting as described in this
clause (v), then the Constant Maturity Treasury Rate will be based on the
arithmetic mean of the bid prices obtained and neither the highest nor the
lowest of such quotations will be eliminated.
(vii) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (vi), the Constant Maturity Treasure Rate
will be the Constant Maturity Treasury Rate in effect on the preceding
Interest Payment Date (or, in the case of the initial Interest
Determination Date, the one-week average yield on two-year United States
Treasury securities at "constant maturity" as published in the most recent
H.15(519)).
In the case of clause (vi), if two Treasury Notes with an original
maturity of approximately ten years have remaining terms to maturity
equally close to two years, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used.
If any Interest Payment Date would otherwise be a day that is not a Business
Day, such Interest Payment Date will be postponed to the next succeeding day
that is a Business Day.
"H.15(519)" means the weekly statistical release designated as such,
published by the Board of Governors of the Federal Reserve System.
"Business Day" means any day other than a Saturday or Sunday or any other day
on which banks in The City of New York are generally authorized or obligated by
law or executive order to close.
All percentages resulting from any calculation on the Notes will be rounded
to the nearest one hundred-thousandth of a percentage point, with five one
millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts
used in or resulting from such calculation on the Notes will be rounded to the
nearest cent (with one-half cent being rounded upward).
DEPOSITORY
Upon issuance, all Notes will be represented by one or more fully registered
global securities (the "Global Notes"). Each such Global Note will be deposited
with, or on behalf of, The Depository Trust Company as Depository (the
"Depository") registered in the name of the Depository or a nominee thereof.
Unless and until it is exchanged in whole or in part for Notes in definitive
form, no Global Note may be transferred except as a whole by the Depository to
a nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by such Depository or any
such nominee to a successor of such Depository or a nominee of such successor.
The Depository has advised the Company as follows: The Depository is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
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agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository was created to hold securities
of its participants ("Participants") and to facilitate the clearance and
settlement of securities transactions among its Participants in such securities
through electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Depository's Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations, including
the Underwriter.
The Depository is owned by a number of Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the Depository's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly ("Indirect Participants").
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of the Depository. The ownership interest of
each actual purchaser of each Note (the "Beneficial Owner") is in turn to be
recorded on the Participants' or Indirect Participants' records. Beneficial
Owners will not receive written confirmation from the Depository of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Participant or Indirect Participant through which the
Beneficial Owner entered into the transaction. Ownership of beneficial
interests in Global Notes will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depository
(with respect to interests of Participants) and on the records of Participants
(with respect to interests of persons held through Participants). The laws of
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interest in Global
Notes.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the sole owner or Holder of the Notes represented by such Global
Note for all purposes under the Indenture. Except as provided below, Beneficial
Owners of a Global Note will not be entitled to have the Notes represented by
such Global Note registered in their names, will not receive or be entitled to
receive physical delivery of the Notes in definitive form and will not be
considered the owners or Holders thereof under the Indenture. Accordingly, each
Person owning a beneficial interest in a Global Note must rely on the
procedures of the Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a holder under the Indenture. The Company understands
that under existing industry practices, in the event that the Company requests
any action of Holders or that an owner of a beneficial interest in such a
Global Note desires to give or take any action which a Holder is entitled to
give or take under the Indenture, the Depository would authorize the
Participants, holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or take such action or would otherwise act upon the
instruction of Beneficial Owners. Conveyance of notices and other
communications by the Depository to Participants, by Participants to Indirect
Participants, and by Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Payment of principal of, and interest on, Notes registered in the name of the
Depository or its nominee will be made to the Depository or its nominee, as the
case may be, as the Holder of the Global Note or Notes representing such Notes.
None of the Company, the Trustee or any other agent of the Company or agent of
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests or for supervising or reviewing any records relating to such
beneficial ownership interests. The Company expects that the Depository, upon
receipt of any payment of principal or interest in respect of a Global Note,
will credit the accounts of beneficial interest in such Global Note as shown on
the record of the Depository. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the
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case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
Participants.
If (x) the Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, or (y) the Company executes and delivers to the Trustee a Company Order
to the effect that the Global Notes shall be exchangeable, or (z) an Event of
Default has occurred and is continuing with respect to the Notes, the Global
Note or Notes will be exchangeable for Notes in definitive form of like tenor
and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Notes shall be registered in such
name or names as the Depository shall instruct the Trustee. It is expected that
such instructions may be based upon directions received by the Depository from
Participants with respect to ownership of beneficial interest in Global Notes.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriter in immediately
available funds. All payments of principal and interest on the Notes will be
made by the Company in immediately available funds so long as the Notes are
maintained in book-entry form.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or net-day funds. In contrast, the Notes
will trade in the Depository's Same-Day Funds Settlement System and secondary
trading activity in the Notes will therefore be required by the Depository to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Notes.
CONSTANT MATURITY TREASURY RATE
U.S. Treasury securities, including those used to calculate the Constant
Maturity Treasury Rate, are direct obligations of the United States government
and carry the full faith and credit of the United States of America. The Notes,
however, are solely the obligation of the Company and are not backed by the
full faith and credit of the United States. If the Constant Maturity Treasury
Rate is determined using yields published in H.15(519) or as reported by the
Federal Reserve Bank of New York, the Constant Maturity Treasury Rate will be a
one-week average yield on two-year United States Treasury securities at
"constant maturity" (the "Weekly Constant Maturity Treasury Rate"). Yields on
Treasury securities at "constant maturity" used to calculate the Weekly
Constant Maturity Treasury Rate are interpolated from the daily yield curve.
This curve, which relates the yield on a security to its time to maturity, is
based upon the market yields on actively traded Treasury securities in the
over-the-counter market. The constant maturity yield values are derived from
the yield curve at fixed maturities. This method permits estimation of the
yield for a two-year maturity, even if no outstanding security has exactly two
years remaining to maturity. If the Weekly Constant Maturity Treasury Rate
cannot be calculated, the Constant Maturity Treasury Rate will be determined
based on the yield to maturity of certain Treasury securities on the Interest
Determination Date based on secondary market offer prices of certain dealers as
more fully described above. The value of the Constant Maturity Treasury Rate
during the term of the Notes will likely not be calculated based on one
specific Treasury security.
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UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") has
agreed, subject to the terms and conditions of the Underwriting Agreement and a
Terms Agreement, to purchase from the Company $100,000,000 principal amount of
the Notes. The Underwriter is committed to purchase all of the Notes if any of
the Notes are purchased.
The Underwriter has advised the Company that it proposes initially to offer
all or part of the Notes directly to the public at the offering price set forth
on the cover page of this Prospectus Supplement and to certain dealers at such
price less a concession not in excess of .25% of the principal amount of the
Notes. The Underwriter may allow and such dealers may reallow a discount not in
excess of .125% of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
The underwriting of the Notes will conform to the requirements set forth in
the applicable sections of Schedule E to the By-Laws of the National
Association of Securities Dealers, Inc.
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Company and for the
Underwriter by Brown & Wood, New York, New York.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITER.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
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Description of Notes....................................................... S-2
Constant Maturity Treasury Rate............................................ S-6
Underwriting............................................................... S-7
Validity of Notes.......................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Merrill Lynch & Co., Inc. ................................................. 3
Use of Proceeds............................................................ 3
Summary Financial Information.............................................. 4
Description of Debt Securities............................................. 7
Description of Debt Warrants............................................... 11
Description of Currency Warrants........................................... 12
Description of Index Warrants.............................................. 13
Plan of Distribution....................................................... 17
Experts.................................................................... 18
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LOGO
$100,000,000
MERRILL LYNCH & CO., INC.
CONSTANT MATURITY TREASURY RATE INDEXED NOTES DUE
MARCH 24, 1997
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
MARCH 15, 1994
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