Form: 8-K

Current report filing

June 3, 1997

8-K: Current report filing

Published on June 3, 1997








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): JUNE 3, 1997
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MERRILL LYNCH & CO., INC.
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(Exact name of Registrant as specified in its charter)



DELAWARE 1-7182 13-2740599
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)


WORLD FINANCIAL CENTER, NORTH TOWER, NEW YORK, NEW YORK 10281-1220
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(Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code: (212) 449-1000
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- -------------------------------------------------------------------
(Former name or former address, if changed since last report.)


ITEM 5. OTHER EVENTS

Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 333-25255) filed by Merrill Lynch & Co., Inc. ("ML & Co.")
with the Securities and Exchange Commission covering Senior Debt Securities
issuable under an indenture dated as of April 1, 1983, as amended and restated,
between ML & Co. and The Chase Manhattan Bank (successor by merger to
Manufacturers Hanover Trust Company) (the "Indenture"). ML & Co. will issue
$255,000,000 aggregate principal amount of Nikkei 225 Market Index Target-Term
Securities due June 14, 2002 under the Indenture. The exhibits consist of the
form of Securities and an opinion of counsel relating thereto.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


EXHIBITS

(4) Instruments defining the rights of
security holders, including indentures.

Form of Merrill Lynch & Co., Inc.'s Nikkei 225
Market Index Target-Term Securities due June 14,
2002.

(5) & (23) Opinion re: legality; consent of
counsel.

Opinion of Brown & Wood LLP relating to the Nikkei
225 Market Index Target-Term Securities due June
14, 2002 (including consent for inclusion of such
opinion in this report and in Merrill Lynch & Co.,
Inc.'s Registration Statement relating to such
Securities).


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, thereto duly authorized.

MERRILL LYNCH & CO., INC.
------------------------------
(Registrant)



By: /s/ Theresa Lang
----------------------
Theresa Lang
Treasurer




Date: June 3, 1997


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549














MERRILL LYNCH & CO., INC.













EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JUNE 3, 1997
















COMMISSION FILE NUMBER 1-7182


EXHIBIT INDEX



EXHIBIT NO. DESCRIPTION PAGE

(4) Instruments defining the rights of security holders, including
indentures.

Form of Merrill Lynch & Co., Inc.'s Nikkei 225 Market Index
Target-Term Securities due June 14, 2002.

(5) & (23) Opinion re: legality; consent of counsel.

Opinion of Brown & Wood LLP relating to the Nikkei 225
Market Index Target-Term Securities due June 14, 2002
(including consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s Registration
Statement relating to such Securities).