MERRILL LYNCH & CO INC
424B5, 1994-01-20
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>
 
                                                              Rule No. 424(b)(5)
                                                       Registration No. 33-49947

PROSPECTUS SUPPLEMENT
- ---------------------
(TO PROSPECTUS SUPPLEMENT DATED OCTOBER 4, 1993 AND PROSPECTUS DATED AUGUST 27,
1993)



                           MERRILL LYNCH & CO., INC.
                          MEDIUM-TERM NOTES, SERIES B
               DUE FROM AND EXCEEDING 9 MONTHS FROM DATE OF ISSUE

                 CONSTANT MATURITY TREASURY RATE INDEXED NOTES
                                        



<TABLE>
<S>                                                       <C>                      <C> 
Original Issue Date: January 14, 1994                     Interest Reset Dates:    Each Interest Payment 
Maturity Date: January 14, 1999                                                    Date
Redemption Date: Not Applicable                           Principal Amount:        $67 million
Optional Repayment Dates: Not Applicable                  Interest Rate Basis:     Two-Year Constant 
                                                                                   Maturity Treasury Rate 
Interest Payment Dates:  Each January 14, April           Spread:                  -0.20%
                         14, July 14 and October          Initial Interest Rate:   4.05%
                         14, commencing April 14, 
                         1994
</TABLE>



                            DESCRIPTION OF THE NOTES

GENERAL

     The Medium-Term Notes, Series B of Merrill Lynch & Co., Inc. (the
"Company"), offered hereby are "Constant Maturity Treasury Rate Indexed Notes"
and are referred to in this Prospectus Supplement as the "Notes".  The Notes are
Floating Rate Notes and certain provisions of the Notes are more fully described
in the accompanying Prospectus and Prospectus Supplement.

     This Prospectus Supplement relates to $67,000,000 aggregate principal
amount of Notes which the Company has agreed to sell to Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Underwriter"), and which the Underwriter has
agreed to purchase from the Company, at a price of 99.525% of the principal
amount thereof.  The Underwriter has advised the Company that it proposes
initially to offer the Notes to the public at a public offering price equal to
100% of the principal amount thereof.  After the initial public offering, such
public offering price may be changed.

     The Notes will not be subject to redemption by the Company in whole or in
part prior to the Maturity Date.

INTEREST

     The Notes will bear interest from and including January 14, 1994 to but
excluding the Maturity Date.  Interest will be payable on the Interest Payment
Dates specified above at a per annum rate equal to the Interest Rate Basis
specified above minus 0.20%, as determined by Merrill Lynch Capital Services,
Inc. (the "Calculation Agent"), a subsidiary of the Company; provided, however,
that the per annum rate of interest payable prior to the initial Interest Reset
Date will equal the Initial Interest Rate specified above.  The "Interest
Determination Date" pertaining to an Interest Reset Date will be the second
Business Day preceding such Interest Reset Date.

          The date of this Prospectus Supplement is January 13, 1994.
<PAGE>
 
     "Two-Year Constant Maturity Treasury Rate" means for any Interest
Determination Date:

     (i)  The one-week average yield on 2-year United States Treasury securities
     at "constant maturity", as published in the most recent H.15(519) (as
     defined below) available on the applicable Interest Determination Date,
     with respect to such Interest Reset Date, provided that such H.15(519) was
     first available not earlier than ten calendar days prior to such Interest
     Determination Date, in the column entitled "Week Ending" for the most
     recent date opposite the heading "Treasury constant maturities, 2-year."

     (ii)  If the latest H.15(519) available on the applicable Interest
     Determination Date with respect to such Interest Reset Date was first
     available earlier than ten calendar days prior to such Interest
     Determination Date, the Two-Year Constant Maturity Treasury Rate will be
     such 2-year United States Treasury constant maturity rate (or other 2-year
     United States Treasury rate) for such Interest Determination Date (a) as
     may then be published by either the Board of Governors of the Federal
     Reserve System or the United States Department of Treasury, and (b) that
     the Calculation Agent determines to be comparable to the rate formerly
     published in H.15(519).

     (iii)  If the Two-Year Constant Maturity Treasury Rate as described in
     clause (ii) is not published on the Interest Determination Date, the Two-
     Year Constant Maturity Treasury Rate will be a yield to maturity for direct
     noncallable fixed rate obligations of the United States ("Treasury Notes")
     most recently issued with an original maturity of approximately two years
     and a remaining term to maturity of not less than one year based on the
     yield (which yield is based on asked prices) for such issue of Treasury
     Notes for such Interest Determination Date, as published by the Federal
     Reserve Bank of New York in its daily statistical release entitled
     "Composite 3:30 P.M. Quotations for U.S. Government Securities"  (or any
     successor or similar publication selected by the Calculation Agent
     published by the Board of Governors of the Federal Reserve System, the
     Federal Reserve Bank of New York or any other Federal Reserve Bank or
     affiliated entity).

     (iv)  If the Two-Year Constant Maturity Treasury Rate as described in
     clause (iii) is not published on the Interest Determination Date, the Two-
     Year Constant Maturity Treasury Rate will be calculated by the Calculation
     Agent and will be a yield to a maturity  (expressed as a bond equivalent
     and as a decimal rounded, if necessary, to the nearest one hundred-
     thousandth of a percentage point with five one-millionths of a percentage
     point rounded up, on the basis of a year of 365 or 366 days, as applicable,
     and applied on a daily basis) based on the arithmetic mean of the secondary
     market bid prices as of approximately 3:30 p.m., New York City Time, on
     such Interest Determination Date of three primary United States government
     securities dealers in The City of New York selected by the Calculation
     Agent (from five such dealers and eliminating the highest quotation (or, in
     the event of equality, one of the highest) and the lowest quotation (or, in
     the event of equality, one of the lowest) for Treasury Notes with an
     original maturity of approximately two years and a remaining term to
     maturity of not less than one year.  If three or four (and not five) of
     such dealers are quoting as described in this clause (iv), then the Two-
     Year Constant Maturity Treasury Rate will be based on the arithmetic mean
     of the bid prices obtained and neither the highest nor the lowest of such
     quotations will be eliminated.

     (v)  If fewer than three dealers selected by the Calculation Agent are
     quoting as described in clause (iv), the Two-Year Constant Maturity
     Treasury Rate will be calculated by the Calculation Agent and will be a
     yield to maturity (expressed as a bond equivalent and as a decimal rounded,
     if necessary, to the nearest one hundred-thousandth of a percentage point
     with five one-millionths of a percentage point rounded up, on the basis of
     a year of 365 or 366 days, as applicable, and applied on a daily basis)
     based on the arithmetic mean of the secondary market bid prices as of
     approximately 3:30 p.m., New York City Time, on the applicable Interest
     Determination Date of three leading primary United States government
     securities dealers in The City of New York selected by the Calculation
     Agent (from five such dealers and eliminating the highest quotation (or, in
     the event of equality, one of the highest) and the lowest quotation (or, in
     the event of equality, one of the lowest)) for Treasury Notes with an
     original maturity of approximately ten

                                      S-2
<PAGE>

     years and a remaining term to maturity closest to two years.  If three or
     four (and not five) of such dealers are quoting as described in this clause
     (v), then the Two-Year Constant Maturity Treasury Rate will be based on the
     arithmetic mean of the bid prices obtained and neither the highest nor the
     lowest of such quotations will be eliminated.

     (vi)  If fewer than three dealers selected by the Calculation Agent are
     quoting as described in clause (v), the Two-Year Constant Maturity Treasury
     Rate will be the Two-Year Constant Maturity Treasury Rate in effect on the
     preceding Interest Reset Date (or, in the case of the initial Interest
     Determination Date, the one-week average yield on 2-year United States
     Treasury securities at "constant maturity", as published in the most recent
     H.15(519)).

          In the case of clause (v), if two Treasury Notes with an original
     maturity of approximately ten years have remaining terms to maturity
     equally close to two years, the quotes for the Treasury Note with the
     shorter remaining term to maturity will be used.

     "H.15(519)" means the weekly statistical release designated as such,
published by the Board of Governors of the Federal Reserve System.

     All other capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the accompanying Prospectus and Prospectus
Supplement.

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