8-K: Current report filing

Published on October 28, 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): October 28, 1998

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 $500,000,000 aggregate principal amount of 6 3/8% Notes due October 15,
2008 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 3/8% Notes
due October 15, 2008.

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

Opinion of Brown & Wood LLP relating to the 6 3/8%
Notes due October 15, 2008 (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: October 28, 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 OCTOBER 28, 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 3/8% Notes due
October 15, 2008.

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

Opinion of Brown & Wood LLP relating to the 6 3/8%
Notes due October 15, 2008 (including consent for
inclusion of such opinion in this report and in Merrill
Lynch & Co., Inc.'s Registration Statement relating to
such Notes).

2