1994 DEFERRED AGREEMENT FOR EXECUTIVE OFFICERS

EXHIBIT 10(i)



MERRILL LYNCH & CO., INC.
1994 DEFERRED RESTRICTED UNIT AGREEMENT
FOR EXECUTIVE OFFICERS

WHEREAS, you have been awarded certain Restricted Units under the Merrill
Lynch & Co., Inc. Long-Term Incentive Compensation Plan ("LTICP"), and

WHEREAS, Merrill Lynch & Co., Inc. ("ML & Co.") has requested that you
defer payment of any such awards that may become vested, and

WHEREAS, the obligation of ML & Co. under this Agreement is intended to be
unfunded and maintained primarily for the purpose of providing deferred
compensation for you as a member of a select group of management or highly
compensated employees within the meaning of Title I of ERISA, and all decisions
concerning who is to be considered a member of that select group and how this
Agreement shall be administered and interpreted shall be consistent with this
intention,

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS.

"Account" means the book reserve account referred to in Section 3 hereof.

"Account Balance" means the dollar amount of the Deferred Award adjusted in
accordance with Section 4 to reflect the Return.

"Agreement" means this Merrill Lynch & Co., Inc. 1994 Deferred Restricted
Unit Agreement for Executive Officers.

"Benchmark Return Options" are the Class A shares of the mutual funds
identified in the Benchmark Election Form that will be provided to you in
accordance with Section 4 hereof.

"Board of Directors" means the Board of Directors of ML & Co.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time.

"Deferred Award" means the Restricted Unit Award deferred by you under this
Agreement.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

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"Fiscal Year" means the annual period used by ML & Co. for financial
accounting purposes.

"LTICP" means ML & Co.'s Long Term Incentive Compensation Plan.

"MDCC" means the Management Development and Compensation Committee of the
Board of Directors.

"Net Asset Value" means the net asset value, on the date in question, for
Class A Shares of any of the Selected Benchmark Funds.

"Restricted Unit Award" means an award of Restricted Units as defined in
LTIC granted to the participant in February 1994.

"Return" means the increase credited to (or the decrease debited from) the
Account Balance based on the performance of the Selected Benchmark Funds as
described in Section 4.

"Selected Benchmark Funds" means the Class A Shares of the Benchmark Return
Options that you choose to be the investment benchmarks for your Deferred Award.

"Selected Benchmark Fund Amounts" means the allocations among the Selected
Benchmark Funds of your Deferred Award as selected by you in accordance with
Section 4.

2. DEFERRAL.

Restricted Unit Awards shall be deferred by submitting a completed Schedule
I (attached hereto) to ML & Co. as provided in Section 4. Except as provided in
Section 5, deferral of the receipt of any Restricted Unit Award hereunder is
irrevocable.

3. CREATION OF THE DEFERRED AWARD.

If your Restricted Unit Award, granted in February 1994, becomes vested and
payable, the dollar amount of such vested and payable portion of such award,
calculated pursuant to Section 3.6(b) of LTICP, shall be credited to a book
reserve account, established for this purpose in your name (the "Account"), as
soon as practicable (but in no event later than 90 days) after the date on which
such vested portion of the Restricted Unit Award would, but for deferral, have
become payable. The Account Balance will thereafter be accounted for in
accordance with Section 4 hereof.

4. RETURN ALTERNATIVES.

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(a) Selection of Benchmark Funds. In the event that the Deferred Award is
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subject to accelerated vesting based upon ML & Co.'s achievement of a specified
cumulative return on equity ("ROE Target"), the ML & Co. Director of Human
Resources shall, no less than 90 days prior to the end of the Fiscal Year in
which such ROE Target may be reached, notify you to designate your Selected
Benchmark Funds on the Benchmark Election Form that will accompany such
notification, which shall be filed with the Director of Human Resources within
30 days of receipt of such notice. If no such accelerated vesting shall occur,
you must designate your Benchmark Return Options no less than 90 days prior to
the end of ML & Co.'s 1997 Fiscal Year. You must choose the funds from a list
of Class A Shares of the mutual funds identified in the Benchmark Election Form
that will be provided to you at the time you are required to make your election.
All allocations shall be in multiples of 5 percent. The allocations that you
select will be defined herein as the "Selected Benchmark Fund Amounts." The
Selected Benchmark Fund Amounts will be treated as if they had been invested in
the Selected Benchmark Funds at Net Asset Value in proportion to the percentages
chosen by you from the time the Account is established pursuant to Section 3
hereof until the Account Balance becomes payable pursuant to Section 8 hereof.
THE SELECTED BENCHMARK FUNDS YOU CHOOSE WILL NOT REPRESENT AN ACTUAL OWNERSHIP
INTEREST IN THE SELECTED BENCHMARK FUNDS. The Selected Benchmark Fund Amounts
will earn a Return in accordance with the increase or decrease in the Net Asset
Value of the Selected Benchmark Funds plus amounts attributable to the
reinvestment of dividends or distributions generated by such Selected Benchmark
Funds.

(b) The Account Balance. After the establishment of the Account in
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accordance with Section 3, you will receive quarterly statements that report on
the Account Balance as follows: an amount equal to the Net Asset Value of each
of the Selected Benchmark Fund Amounts as of the end of the Fund's prior
quarter, plus amounts attributable to the reinvestment of dividends or
distributions generated by such Selected Benchmark Fund.

5. RESCISSION OF DEFERRAL

A deferral may be rescinded at any time if (i) a final determination is
made by a court or other governmental body of competent jurisdiction that the
election was ineffective to defer income for purposes of federal, state or local
income taxation and the time for appeal from this determination has expired, and
(ii) the MDCC, in its sole discretion, decides, upon your request and upon
evidence of the occurrence of the events described in (i) hereof that it finds
persuasive, to rescind the deferral. Upon such rescission, the Account Balance,
including any Return, will be paid to you as soon as practicable.


6. NO TRUST OR FUND CREATED; GENERAL CREDITOR STATUS.

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Nothing contained herein and no action taken pursuant hereto will be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between ML & Co. and you, your beneficiary or estate, or any other
person. Title to and beneficial ownership of any funds represented by the
Account Balance will at all times remain in ML & Co.; such funds will continue
for all purposes to be a part of the general funds of ML & Co. and may be used
for any corporate purpose. No person will, by virtue of the provisions of this
Agreement, have any interest whatsoever in any specific assets of ML & Co.,
including any such funds. TO THE EXTENT THAT ANY PERSON ACQUIRES A RIGHT TO
RECEIVE PAYMENTS FROM ML & CO. UNDER THIS AGREEMENT, SUCH RIGHT WILL BE NO
GREATER THAN THE RIGHT OF ANY UNSECURED GENERAL CREDITOR OF ML & CO.

7. NON-ASSIGNABILITY

Your right or the right of any other person to the Account Balance or any
other benefits hereunder cannot be assigned, alienated, sold, garnished,
transferred, pledged, or encumbered except by a written designation of
beneficiary under this Agreement, by written will, or by the laws of descent and
distribution.

8. PAYMENT DATE.

The Account Balance will be paid to you (or, in the case of death, to your
beneficiary) either (i) in a lump sum as soon as practicable after the end of
the Fiscal Year during which your employment terminates for any reason
(including retirement or death) or (ii) at your election, which election must be
delivered in writing by you to the Director of Human Resources prior to the end
of such Fiscal Year, in the number of annual installments chosen by you not to
exceed fifteen, with the first installment being paid at the same time as the
lump sum would have otherwise been paid. The Account Balance will include the
Return as of the end of such Fiscal Year. If your employment terminates at any
time prior to the establishment of an Account, any payment to you will be
governed by the terms of LTICP.

9. WITHHOLDING OF TAXES.

ML & Co. will deduct or withhold from any payment to be made or deferred
hereunder any Federal, state, local or employment taxes required by law to be
withheld or require you or your beneficiary to pay any amount, or the balance of
any amount, required to be withheld.



10. BENEFICIARY

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(a) Designation of Beneficiary. You may designate, in a writing delivered
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to ML & Co. before your death, a beneficiary to receive payments in the event of
your death. You may also designate a contingent beneficiary to receive payments
in accordance with this Agreement if the primary beneficiary does not survive
you. You may designate more than one person as your beneficiary or contingent
beneficiary, in which case such persons would receive payments as joint tenants
with a right of survivorship. If you die without a surviving beneficiary, then
your estate will be considered your beneficiary.

(b) Change in Beneficiary. You may change your beneficiary or contingent
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beneficiary (without the consent of any prior beneficiary) in a writing
delivered to ML & Co. before your death. Unless you state otherwise in writing,
any change in beneficiary or contingent beneficiary will automatically revoke
prior such designations of your beneficiary or of your contingent beneficiary,
as the case may be, under this Agreement only; and any designations under other
deferral agreements or plans of ML & Co. will remain unaffected.

(c) If the Beneficiary Dies Before Payment. If a beneficiary who is
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designated hereunder dies before payment is made and if there is no surviving
joint tenant or contingent beneficiary, the Account Balance will be paid as soon
as practicable in one lump sum to such beneficiary's estate.

11. POWERS OF THE MDCC.

The MDCC has full power and authority to interpret, construe, and
administer this Agreement so as to ensure that it provides deferred compensation
for you as a member of a select group of management or highly compensated
employees within the meaning of Title I of ERISA. The MDCC's interpretations
and construction hereof, and actions hereunder, including any determinations
regarding the amount or recipient of any payments, will be binding and
conclusive on all persons for all purposes. The MDCC will not be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of this Agreement unless attributable to its willful misconduct
or lack of good faith.

12. CORPORATE BOOKS AND RECORDS CONTROLLING.

The books and records of ML & Co. will be controlling in the event a
question arises hereunder concerning the amount of a Deferred Award, the Account
Balance, Return, the designation of a beneficiary, or any similar matters.

13. AGREEMENT BINDING ON SUCCESSORS AND ASSIGNS.

This Agreement will be binding upon and inure to the benefit of ML & Co.
and its successors and assigns; you and your heirs, executors, administrators,
and legal

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representatives; and your designated beneficiary and his or her heirs,
executors, administrators, and legal representatives.



14. INVALIDITY OF PROVISIONS.

If any provision of this Agreement or the application thereof shall for any
reason be invalid or unenforceable, such provision shall be limited only to the
extent necessary in the circumstances to make it valid and enforceable. In any
event, the remaining provisions of this Agreement will continue in full force
and effect.

15. TAX LITIGATION.

ML & Co. shall have the right to contest, at its expense, any tax ruling or
decision, administrative or judicial, on an issue that is related to the
Agreement and that ML & Co. believes to be important to participants in the
Agreement, and to conduct any such contest or any litigation arising therefrom
to a final decision.

16. HEADINGS ARE NOT CONTROLLING.

The headings contained in this Agreement are for convenience only and will
not control or affect the meaning or construction of any of the terms or
provisions of this Agreement.

17. GOVERNING LAW.

This Agreement will be construed in accordance with and governed by the
laws of the State of New York as to all matters, including, but not limited to,
matters of validity, construction, and performance.

18. CONTINUATION OF THE AGREEMENT.

ML & Co. reserves the right to terminate this Agreement at any time.

IN WITNESS WHEREOF, ML & Co. and you have entered into this Agreement by
executing Schedule I (attached hereto).

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SCHEDULE I
MERRILL LYNCH & CO., INC.
1994 DEFERRED RESTRICTED UNIT AGREEMENT
FOR EXECUTIVE OFFICERS

I have read and agreed to all of the provisions of the Merrill Lynch & Co.,
Inc. 1994 Deferred Compensation Agreement for Executive Officers (the
"Agreement"), which are hereby incorporated herein by reference, and understand
the following:

1. The terms used herein have the same meaning as in the Agreement.

2. No trust or other separate fund will be created on my behalf under the
Agreement and my rights thereunder will be no greater than those of a general
unsecured creditor of ML & Co. and are not assignable.

3. By entering into this Agreement, I agree that payment of any Restricted
Unit Award that I am granted in February 1994 under the Merrill Lynch Long Term
Compensation Plan ("LTICP") will be deferred until the year after termination of
my employment with ML & Co. for any reason. Except as provided in the
Agreement, the deferral is irrevocable.

4. My right to receive a Restricted Unit Award, if any, under LTICP
remains contingent and subject to the terms of LTICP despite my entry into this
Agreement.

5. I understand that, if more than one person is named as my primary or
contingent beneficiary, those persons will take jointly with a right of
survivorship. If the primary beneficiary does not survive me, payment will be
made to the contingent beneficiary. If the primary beneficiary dies before
payment is made, and if there is no surviving joint tenant or contingent
beneficiary, the remaining payment will be made in one lump sum to that
beneficiary's estate. If no beneficiary survives me, the Account Balance will
be paid to my estate.

6. I designate as my primary beneficiary(ies) the person(s) listed below
if such person(s) is (are) living at the date of my death (please print):

Beneficiary Name(s) Social Security #
_________________________________ ___________________________________

_________________________________ ___________________________________

7. I designate as my contingent beneficiary(ies) to take in the event the
primary beneficiary(ies) listed above does (do) not survive me (please print):

Beneficiary Name(s) Social Security #
_________________________________ __________________________________

_________________________________ __________________________________

In witness whereof, I have hereunto set my hand and ML & Co. has caused this
Agreement to be executed in its name by as of the date set forth below.

_________________________________
Name of Participant
(Please Print)

_________________________________ __________________________________
Social Security # Signature of Participant


MERRILL LYNCH & CO., INC.


By: _____________________________
Signature

Dated as of February 1, 1994

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