8-K: Current report filing

Published on September 29, 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): September 29, 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 herewith in connection with the Registration Statement
on Form S-3 (File No. 333-59997) 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 $82,000,000 aggregate principal amount of S&P 500 Market Index Target-Term
Securities SM due September 28, 2005 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
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EXHIBITS

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

Form of Merrill Lynch & Co., Inc.'s S&P 500 Market
Index Target-Term Securities SM due September 28, 2005.

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

Opinion of Brown & Wood llp relating to the S&P 500
Market Index Target-Term Securities SM due September
28, 2005 (including consent for inclusion of such
opinion in this report and in Merrill Lynch & Co.,
Inc.'s Registration Statement relating to such
Securities).

2

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: September 29, 1998

3

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549












MERRILL LYNCH & CO., INC.








EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED SEPTEMBER 29, 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 S&P 500 Market Index
Target-Term Securities SM due September 28, 2005.

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

Opinion of Brown & Wood llp relating to the S&P 500 Market
Index Target-Term Securities SM due September 28, 2005
(including consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s Registration
Statement relating to such Securities)