Form: 8-K

Current report filing

September 29, 1997

8-K: Current report filing

Published on September 29, 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): SEPTEMBER 29, 1997
------------------

MERRILL LYNCH & CO., INC.
-------------------------------------
(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
- --------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code: (212) 449-1000
--------------



- -------------------------------------------------------------------
(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. 333-28537) 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
$167,500,000 aggregate principal amount of Russell 2000 Index Market Index
Target-Term Securities due September 30, 2004 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 Russell 2000
Index Market Index Target-Term Securities due
September 30, 2004.

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

Opinion of Brown & Wood LLP relating to the
Russell 2000 Index Market Index Target-Term
Securities due September 30, 2004 (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Securities).

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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: September 29, 1997

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549














MERRILL LYNCH & CO., INC.













EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED SEPTEMBER 29, 1997






COMMISSION FILE NUMBER 1-7182

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EXHIBIT INDEX



EXHIBIT NO. DESCRIPTION PAGE

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

Form of Merrill Lynch & Co., Inc.'s Russell
2000 Index Market Index Target-Term
Securities due September 30, 2004.

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

Opinion of Brown & Wood LLP relating to the
Russell 2000 Index Market Index Target-Term
Securities due September 30, 2004 (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Securities).


5