Form: 8-K

Current report filing

March 14, 1997

8-K: Current report filing

Published on March 14, 1997



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): March 14, 1997

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

________________________________________________________________________________
(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. 333-13649) 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, formerly known as Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company) (the "Indenture").
ML & Co. will issue $175,000,000 aggregate principal amount of S&P 500 Market
Index Target-Term Securities due September 16, 2002 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 S&P 500 Market
Index Target-Term Securities due September 16,
2002.

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

Opinion of Brown & Wood LLP relating to the S&P
500 Market Index Target-Term Securities due
September 16, 2002 (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.
(Registrant)


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

Date: March 14, 1997

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


MERRILL LYNCH & CO., INC.


EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED MARCH 14, 1997


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
due September 16, 2002.

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

Opinion of Brown & Wood LLP relating to
the S&P 500 Market Index Target-Term
Securities due September 16, 2002
(including consent for inclusion of such
opinion in this report and in Merrill
Lynch & Co., Inc.'s Registration
Statement relating to such Securities).