Form: 8-K

Current report filing

February 18, 1999

8-K: Current report filing

Published on February 18, 1999



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): February 18, 1999
-----------------

Merrill Lynch & Co., Inc.
-------------------------
(Exact name of Registrant as specified in its charter)


Delaware 1-7182 13-2740599
- ------------------------------------------------------------------------------
(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
- ------------------------------------------------------------------

(Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code: (212) 449-1000
--------------


- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

Item 5. Other Events
- ------ ------------

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
$51,000,000 aggregate principal amount of Energy Select Sector SPDR(R) Fund
Market Index Target-Term Securities(R) due February 21, 2006 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
------------------------------------------------------------------

EXHIBITS

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

Form of Merrill Lynch & Co., Inc.'s Energy Select
Sector SPDR(R) Fund Market Index Target-Term
Securities(R) due February 21, 2006.

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

Opinion of Brown & Wood LLP relating to the Energy
Select Sector SPDR(R) Fund Market Index Target-Term
Securities(R) due February 21, 2006 (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.
-------------------------
(Registrant)



By: /s/ Theresa Lang
----------------------
Theresa Lang
Treasurer


Date: February 18, 1999

3

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549














MERRILL LYNCH & CO., INC.












EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED FEBRUARY 18, 1999











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 Energy
Select Sector SPDR(R) Fund Market Index
Target-Term Securities(R) due February 21,
2006.

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

Opinion of Brown & Wood LLP relating to the
Energy Select Sector SPDR(R) Fund Market
Index Target-Term Securities(R) due February
21, 2006 (including consent for inclusion of
such opinion in this report and in Merrill
Lynch & Co., Inc.'s Registration Statement
relating to such Securities).