8-K: Current report filing

Published on June 3, 1998



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, 1998
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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
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Exhibits are filed herewithin connection with the Registration Statement
on Form S-3 (File No. 333-44173) 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 (the "Indenture"). ML & Co. will
issue $250,000,000 aggregate principal amount of 6 3/4% Notes due June 1, 2028
under the Indenture. The exhibits consist of the form of Notes and an opinion
of counsel relating thereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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EXHIBITS

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

Form of Merrill Lynch & Co., Inc.'s 6 3/4%
Notes due June 1, 2028.

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

Opinion of Brown & Wood LLP relating to the 6
3/4% Notes due June 1, 2028 (including consent
for inclusion of such opinion in this report
and in Merrill Lynch & Co., Inc.'s Registration
Statement relating to such Notes).


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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.
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(Registrant)

By: /s/ Theresa Lang
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Theresa Lang
Treasurer

Date: June 3, 1998



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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 JUNE 3, 1998





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 6 3/4% Notes due
June 1, 2028.

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

Opinion of Brown & Wood LLP relating to the 6 3/4%
Notes due June 1, 2028 (including consent for inclusion
of such opinion in this report and in Merrill Lynch &
Co., Inc.'s Registration Statement relating to such
Notes).




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