8-K: Current report filing

Published on March 19, 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): MARCH 19, 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

Exhibits are filed herewith in connection with the Registration Statements
on Form S-3 (File No. 333-28537 and 333-44173) 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 $31,000,000 aggregate principal amount of
Oracle Corporation Indexed Callable Protected Growth-SM- Securities due March
31, 2003 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 Oracle
Corporation Indexed Callable Protected Growth-SM-
Securities due March 31, 2003.

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

Opinion of Brown & Wood LLP relating to the
Oracle Corporation Indexed Callable Protected
Growth-SM- Securities due March 31, 2003
(including consent for inclusion of such opinion
in this report and in Merrill Lynch & Co., Inc.'s
Registration Statements relating to such
Securities).


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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.
------------------------------
(Registrant)



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




Date: March 19, 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 MARCH 19, 1998
















COMMISSION FILE NUMBER 1-7182

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EXHIBIT INDEX



EXHIBIT NO. DESCRIPTION PAGE

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

Form of Merrill Lynch & Co., Inc.'s Oracle Corporation
Indexed Callable Protected Growth-SM- Securities due March
31, 2003.

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

Opinion of Brown & Wood LLP relating to the Oracle
Corporation Indexed Callable Protected Growth-SM- Securities
due March 31, 2003 (including consent for inclusion of such
opinion in this report and in Merrill Lynch & Co., Inc.'s
Registration Statements relating to such Securities).

5