SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(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) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective pursuant Act and is effective pursuant to General Instruction A.(c), to General Instruction A.(d), please check the following please check the following box. [X] box. [ ] Securities Act registration statement file number to which this form relates: 333-28537 - --------- 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 - ------------------- ------------------------------ 3.125% Callable Stock Linked New York Stock Exchange Notes due January 22, 2005 Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S NOTES TO BE REGISTERED. The description of the general terms and provisions of the 3.125% Callable Stock Linked Notes due January 22, 2005 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the Pricing Supplement dated January 22, 1998, and the Prospectus Supplement and Prospectus, each dated July 7, 1997, attached hereto as Exhibit 99 (A) are hereby incorporated by reference and contain 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 333- 28537 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) Pricing Supplement dated January 22, 1998, and Prospectus Supplement and Prospectus, each dated July 7, 1997 (incorporated by reference to registrant's filing pursuant to Rule 424 (b)). 99 (B) Form of Note. 99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, (successor by merger to The Chase Manhattan Bank, N.A.), dated as of October 1, 1993, as amended and restated.* Other securities issued by Merrill Lynch & Co., Inc. are listed on the New York 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. ____________________________ (Registrant) /s/ Gregory T. Russo By: ____________________________ Gregory T. Russo Secretary Date: January 28, 1998 - ---------------------- * Exhibit 99 (C) is incorporated by reference from Exhibit 4 to Registrant's Current Report on Form 8-K dated October 7, 1993. 2 INDEX TO EXHIBITS ----------------- Exhibit No. Page No. - ---------- ------- 99 (A) Pricing Supplement dated January 22, 1998, and Prospectus Supplement and Prospectus each dated July 7, 1997 (incorporated by reference to registrant's filing pursuant to Rule 424(b)). 99 (B) Form of Note. 99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase Manhattan Bank, (successor by merger to The Chase Manhattan Bank, N.A.), dated as of October 1, 1993, as amended and restated.* - ----------------------- * Exhibit 99 (C) is incorporated by reference from Exhibit 4 to Registrant's Current Report on Form 8-K dated October 7, 1993.