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) If this Form relates to If this Form relates to the registration of a class of registration of a class of debt securities and is debt securities and is to effective upon filing pursuant become effective to General Instruction A(c) (1) simultaneously with the please check the following effectiveness of a concurrent box. |X| registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. |_| 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 - - ------------------- ------------------------------ S&P 500 Market Index Target-Term New York Stock Exchange Securities(sm) due September __, 2002 Securities to be registered pursuant to Section 12(g) of the Act: None - - -------------------------------------------------------------------------------- (Title of class) SM "Market Index Target-Term Securities" is a service mark owned by Merrill Lynch & Co., Inc. Item 1. Description of Registrant's Notes to be Registered. The description of the general terms and provisions of the S&P 500 Market Index Target-Term Securities SM ("MITTS(R)") due September __, 2002 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the Preliminary Prospectus Supplement dated February 7, 1997, and the Prospectus dated February 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 333-13649 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 February 7, 1997, and Prospectus dated February 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, formerly Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), dated as of April 1, 1983, 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. By: /s/ Gregory T. Russo -------------------- Gregory T. Russo Secretary Date: March 10, 1997 ---------- "MITTS" is a registered service mark and "Market Index Target- Term Securities" is a service mark owned by Merrill Lynch & Co., Inc. * 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 MARCH 10, 1997 3 INDEX TO EXHIBITS Exhibit No. Page No. -------- 99 (A) Preliminary Prospectus Supplement dated February 7, 1997, and Prospectus dated February 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, formerly Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), dated as of April 1, 1983, as amended and restated.* ---------- * Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. 4