FORM OF NOTE

EXHIBIT 4(c)
[Form of Face of STRYPES Certificate]

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]

No. ____________ ___________ STRYPES

CUSIP NO. 590188751


MERRILL LYNCH & CO., INC.

Structured Yield Product Exchangeable for Stock/SM/
6 1/4% STRYPES/SM/ Due July 1, 2001

(Payable with Shares of Common Stock,
par value $1.00 per share, of IMC Global Inc.)

Issue Price Per STRYPES: $38.25_

Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay and
discharge each STRYPES evidenced hereby on July 1, 2001 (the "Maturity Date") by
delivering to _____________________________________, or registered assigns, a
percentage of the amount or number of each type of Reference Security and other
property then constituting part of the Reference Property (as defined below)
determined in accordance with the provisions set forth below, and to pay
interest (computed on the basis of a 360-day year of twelve 30-day months) on
such STRYPES from July 9, 1996, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, on January 1, April 1, July 1
and October 1 in each year, commencing October 1, 1996 and on the Maturity Date,

at the rate of $2.3908 per STRYPES per annum (or $.5977 per STRYPES per
quarter), until the Maturity Date or such earlier date on which the Issue Price
is repaid in accordance with the provisions described below. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this
STRYPES Certificate (or one or more Predecessor STRYPES Certificates) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day) immediately preceding such Interest Payment Date (each a
"Regular Record Date"). In any case where such Interest Payment Date shall not
be a Business Day, then (notwithstanding any other provision of said Indenture
or this STRYPES Certificate) payment of such interest need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such date, and, if such payment is so made, no interest
shall accrue for the period from and after such date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date, and may be paid to the
Person in whose name this STRYPES Certificate (or one or more Predecessor
STRYPES Certificates) is registered at the close of business on a Special Record
Date for the payment of such interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to Holders of STRYPES not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the STRYPES may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

On the Maturity Date, the Company shall pay and discharge each STRYPES
evidenced hereby by delivering to the Holder: (a) if the Reference Property
Value (as defined below) is greater than or equal to $46.28 (the "Threshold
Appreciation Price"), 82.65% of the amount or number of each type of Reference
Security and other property constituting part of the Reference Property, (b) if
the Reference Property Value is less than the Threshold Appreciation Price but
is greater than $38.25 (the "Initial Price"), a percentage of the amount or
number of each type of Reference Security and other property constituting part
of the Reference Property, allocated as proportionately as practicable, so that
the aggregate value thereof is equal to the Initial Price and (c) if the
Reference Property Value is less than or equal to the Initial Price, 100% of the
amount or number of each type of Reference Security and other property
constituting part of the Reference Property. Notwithstanding the foregoing, the
Company may, at its option in lieu of delivering the applicable percentage of
each type of Reference Security and other property constituting part of the
Reference Property on the Maturity Date, deliver cash in an amount (calculated
to the nearest 1/100th of a dollar per STRYPES or, if there is not a nearest
1/100th of a

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dollar, then to the next higher 1/100th of a dollar) equal to the sum of (a) for
any portion of the Reference Property consisting of cash that is otherwise
deliverable on the Maturity Date, the amount of such cash, without interest
thereon, (b) for any portion of the Reference Property consisting of property
other than cash or Reference Securities that is otherwise deliverable on the
Maturity Date, the fair market value of such property (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company) as of the third Trading Day preceding the Maturity Date,
and (c) for any portion of the Reference Property consisting of a Reference
Security (including IMC Common Stock) that is otherwise deliverable on the
Maturity Date, an amount equal to the average Closing Price per unit of such
Reference Security on the 20 Trading Days immediately prior to, but not
including, the second Trading Day preceding the Maturity Date multiplied by the
number of units of such Reference Security constituting a part of the Reference
Property, all as provided in the Indenture. Such number or amount of each type
of Reference Security and other property constituting part of the Reference
Property (or, pursuant to the Company's option, the amount of cash in lieu
thereof) deliverable upon payment and discharge hereof on the Maturity Date is
hereinafter referred to as the "Maturity Consideration."

The term "Reference Property" initially means one share of common stock,
par value $1.00 per share (the "IMC Common Stock"), of IMC Global Inc., a
Delaware corporation ("IMC Global"), including the preferred stock purchase
right associated therewith, and shall be subject to adjustment from time to time
prior to the Maturity Date to reflect the addition or substitution of any cash,
securities and/or other property as provided for in the Indenture. The term
"Reference Security" means, at any time, any security (as defined in Section
2(1) of the Securities Act of 1933, as amended) then constituting part of the
Reference Property. The term "Reference Property Value" means, subject to the
provisions of the Indenture, the sum of (a) for any portion of the Reference
Property consisting of cash, the amount of such cash, (b) for any portion of the
Reference Property consisting of property other than cash or Reference
Securities, the fair market value of such property (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company) as of the third Trading Day preceding the Maturity Date,
and (c) for any portion of the Reference Property consisting of a Reference
Security (including IMC Common Stock), an amount equal to the average Closing
Price per unit of such Reference Security on the 20 Trading Days immediately
prior to, but not including, the second Trading Day preceding the Maturity Date
multiplied by the number of units of such Reference Security constituting part
of the Reference Property. The term "Closing Price" means, with respect to any
Reference Security on any date of determination, the closing sale price (or, if
no closing price is reported, the last reported sale price) of such Reference

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Security on the NYSE on such date or, if such Reference Security is not listed
for trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which such
Reference Security is so listed, or if such Reference Security is not so listed
on a United States national or regional securities exchange, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System, or,
if such Reference Security is not so reported, the last quoted bid price for
such Reference Security in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or, if such bid price is not
available, the market value of such Reference Security on such date as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Company. The term "Trading Day" means, with
respect to any Reference Security the Closing Price of which is being
determined, a day on which such Reference Security (A) is not suspended from
trading on any national or regional securities exchange or association or over-
the-counter market at the close of business and (B) has traded at least once on
the national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of such Reference Security.

Interest on the STRYPES evidenced hereby will be payable, and delivery of
the Maturity Consideration in payment of the STRYPES evidenced hereby on the
Maturity Date will be made, upon surrender of this STRYPES Certificate, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, and payment of interest on the STRYPES
evidenced by this STRYPES Certificate (and, if the Company elects to deliver
cash in lieu of the applicable percentage of each type of Reference Property on
the Maturity Date, the amount of cash payable on the Maturity Date) will be made
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register.

ADDITIONAL PROVISIONS OF THIS STRYPES CERTIFICATE ARE CONTAINED ON THE
REVERSE HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH IN THIS PLACE.

Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this STRYPES Certificate shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.

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"Structured Yield Product Exchangeable for Stock" and "STRYPES" are service
marks of Merrill Lynch & Co., Inc.

IN WITNESS WHEREOF, Merrill Lynch & Co., Inc. has caused this instrument to
be duly executed under its corporate seal.

Dated:
Merrill Lynch & Co., Inc.



By:_________________________________
Name: Theresa Lang
Title: Treasurer


Attest:________________________
Name:
Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This certificate evidences Securities of the series designated herein and
referred to in the within-mentioned Indenture.


Chemical Bank, as Trustee



By:_______________________________
Authorized Officer

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[Form of Reverse of STRYPES Certificate]

MERRILL LYNCH & CO., INC.

Structured Yield Product Exchangeable for Stock
6 1/4% STRYPES Due July 1, 2001

(Payable with Shares of Common Stock, par value $1.00 per share,
of IMC Global Inc.)


This STRYPES Certificate evidences part of a duly authorized issue of
unsecured and unsubordinated debentures, notes or other evidences of senior
indebtedness (hereinafter called the "Securities") of the Company of the series
hereinafter specified, all such Securities issued and to be issued under an
indenture dated as of April 1, 1983 and restated as of April 1, 1987, as amended
and supplemented as of July 1, 1996, between the Company and Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company), as Trustee (the
indenture dated as of April 1, 1983 and restated as of April 1, 1987, as
amended, restated and supplemented from time to time, the "Indenture"), to which
Indenture and all other indentures supplemental thereto reference is hereby made
for a statement of the rights and limitation of rights thereunder of the Holders
of the Securities and of the rights, obligations, duties and immunities of the
Trustee for each series of Securities and of the Company, and the terms upon
which the Securities are and are to be authenticated and delivered. As provided
in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may be
denominated in currencies other than U.S. Dollars (including composite
currencies), may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase and analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This STRYPES Certificate evidences
Securities of the series designated as Structured Yield Product Exchangeable for
Stock, 6 1/4% STRYPES Due July 1, 2001 (each, a "STRYPES").

The STRYPES are not subject to any sinking fund or other mandatory
redemption provisions. The STRYPES are not payable at the option of the Holders
prior to the Maturity Date.

If an Event of Default with respect to the STRYPES, as defined in the
Indenture, shall occur and be continuing, then an amount equal to the issue
price of all the STRYPES may be declared immediately due and payable in cash in
the manner and with the effect provided in the Indenture.

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The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the STRYPES under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of 66-2/3%
of the aggregate issue price of the Outstanding STRYPES. The Indenture also
contains provisions permitting the Holders of a majority of the aggregate issue
price of the Outstanding STRYPES, on behalf of the Holders of all STRYPES, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences with respect to
the STRYPES. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of the
STRYPES evidenced by this STRYPES Certificate and of any STRYPES evidenced by a
STRYPES Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent of waiver is made upon this
STRYPES Certificate.

No reference herein to the Indenture and no provision of this STRYPES
Certificate or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to deliver or pay the interest on,
and Maturity Consideration in respect of, the STRYPES evidenced by this STRYPES
Certificate at the times, place and rate, and in the manner, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the STRYPES evidenced by this STRYPES Certificate are transferable on the
Security Register of the Company, upon surrender of this STRYPES Certificate for
registration of transfer at the office or agency of the Company to be maintained
for that purpose in The City of New York, New York, or at any other office or
agency of the Company maintained for that purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new STRYPES
Certificates, evidencing the same aggregate number of STRYPES, will be issued to
the designated transferee or transferees.

No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such transfer
or exchange, other than certain exchanges not involving any transfer. Certain
terms used in this STRYPES Certificate which are defined in the Indenture have
the meanings set forth therein.

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This STRYPES Certificate shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York. The Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this STRYPES Certificate is registered as the owner of the STRYPES
evidenced hereby for the purpose of receiving payment as herein provided and for
all other purposes, whether or not the STRYPES be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.


TEN COM -- as tenants in UNIF GIFT MIN -- _____ Custodian ____
common (Cust) (Minor)
TEN ENT -- as tenants by the Under Uniform Gifts to Minors
entireties Act _________________
(State)


JT TEN -- as joint tenants with
right of survivorship
and not as tenants in common

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY
OR TAXPAYER I.D. OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE

- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal
zip code of assignee)

___________________________ STRYPES and all rights thereunder, hereby
irrevocably constituting and appointing

attorney to transfer said STRYPES on the books of the Company, with full power
of substitution in the premises.

Dated:

--------------------------------------------------------
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within
Security in every particular, without alteration or
enlargement or any change whatever.

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