8-K: Current report filing

Published on December 1, 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): December 1, 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 $66,000,000 aggregate principal amount of 5 3/4% STock Return Income DEbt
Securities SM due June 1, 2000 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 5 3/4% STock Return
Income DEbt Securities(SM) due June 1, 2000.

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

Opinion of Brown & Wood LLP relating to the 5 3/4%
STock Return Income DEbt Securities(SM) due June 1,
2000 (including consent for inclusion of such opinion
in this report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such Securities).

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: December 1, 1998

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



MERRILL LYNCH & CO., INC.



EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED DECEMBER 1, 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 5 3/4% STock Return
Income DEbt Securities SM due June 1, 2000.

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

Opinion of Brown & Wood LLP relating to the 5 3/4% STock
Return Income DEbt Securities SM due June 1, 2000 (including
consent for inclusion of such opinion in this report and in
Merrill Lynch & Co., Inc.'s Registration Statement relating
to such Securities)