<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 33-49947
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 27, 1993)
(LOGO OF MERRILL LYNCH & CO., INC. APPEARS HERE)
$200,000,000
MERRILL LYNCH & CO., INC.
6 1/4% NOTES DUE JANUARY 15, 2006
----------------
Interest on the Notes is payable semiannually on January 15 and July 15 of
each year (each an "Interest Payment Date"), commencing July 15, 1994. The
Notes are not subject to redemption by Merrill Lynch & Co., Inc. (the
"Company") prior to maturity.
Ownership of the Notes will be maintained in book-entry form by or through
the Depository (as hereinafter defined). Interests in the Notes will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depository and its participants. Beneficial owners of the Notes will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein. Settlement for the
Notes will be made in immediately available funds. The Notes will trade in the
Depository's Same-Day Funds Settlement System and secondary market trading
activity for the Notes will therefore settle in immediately available funds.
All payments of principal and interest on the Notes will be made by the Company
in immediately available funds so long as the Notes are maintained in book-
entry form. Beneficial interests in the Notes may be acquired, or subsequently
transferred, only in denominations of $1,000 and integral multiples thereof.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT THE COMPANY(1)(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note.......................... 99.34% .625% 98.715%
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Total............................. $198,680,000 $1,250,000 $197,430,000
</TABLE>
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- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from January 20, 1994.
(2) Before deduction of expenses payable by the Company.
----------------
The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if issued by the Company and accepted by the Underwriters and
subject to certain other conditions. The Underwriters reserve the right to
reject orders in whole or in part. It is expected that delivery of the Notes
will be made through the book-entry facilities of the Depository on or about
January 20, 1994.
----------------
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
KIDDER, PEABODY & CO.
INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
----------------
The date of this Prospectus Supplement is January 13, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The Commissioner of Insurance of the State of North Carolina has not approved
or disapproved this offering nor has the Commissioner passed upon the accuracy
or adequacy of this Prospectus Supplement or Prospectus.
RECENT DEVELOPMENTS
The following summary of certain consolidated financial information
concerning the Company for the nine months ended September 25, 1992 and
September 24, 1993 was derived from, and is qualified in its entirety by
reference to, the condensed consolidated financial statements and data
contained in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 24, 1993 and other documents incorporated by reference herein. See
"Incorporation of Certain Documents by Reference" in the accompanying
Prospectus. Such condensed consolidated financial statements are unaudited;
however, in the opinion of management of the Company, all adjustments
(consisting only of normal recurring accruals and a non-recurring pretax charge
of $103.0 million ($59.7 million after income taxes) related to the Company's
decision not to occupy certain floors at its World Financial Center
Headquarters facility) necessary for a fair statement of the results of
operations have been included.
The Company conducts its business in highly volatile markets. Consequently,
the Company's results can be affected by many factors, including general market
conditions, the liquidity of secondary markets, the level and volatility of
interest rates and currency values, the valuation of securities positions,
competitive conditions, and the size, number and timing of transactions. In
periods of unfavorable market activity, profitability can be adversely affected
because certain expenses remain relatively fixed. As a result, net earnings and
revenues can vary significantly from period to period. Thus, interim results
may not necessarily be representative of the full year results of operations.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-------------------------
SEPT. 25, SEPT. 24,
1992 1993
------------ ------------
(IN THOUSANDS, EXCEPT
RATIOS)
<S> <C> <C>
Revenues............................................. $ 10,160,808 $ 12,078,667
Net Revenues(1)...................................... $ 6,512,337 $ 7,816,859
Earnings before income taxes and cumulative effect
of changes in accounting principles................. $ 1,260,284 $ 1,827,528
Net earnings......................................... $ 672,384 $ 1,047,120
Ratio of earnings to fixed charges(2)................ 1.3 1.4
Total assets......................................... $111,896,715 $147,611,339
Long-term borrowings(3).............................. $ 10,818,478 $ 13,027,015
Stockholders' equity................................. $ 4,439,352 $ 5,608,656
</TABLE>
- --------
(1) Net revenues are revenues net of interest expense.
(2) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income
taxes and fixed charges. "Fixed charges" consists of interest costs and
that portion of rentals estimated to be representative of the interest
factor.
(3) To finance its diverse activities, the Company and certain of its
subsidiaries borrow substantial amounts of short-term funds on a regular
basis. Although the amount of short-term borrowings significantly varies
with the level of general business activity, on September 24, 1993,
$336,151,000 of bank loans and
S-2
<PAGE>
$12,916,972,000 of commercial paper were outstanding. In addition, certain
of the Company's subsidiaries lend securities and enter into repurchase
agreements to obtain financing. At September 24, 1993, cash deposits for
securities loaned and securities sold under agreements to repurchase
amounted to $3,267,169,000 and $52,771,145,000, respectively. From September
25, 1993 to January 7, 1994, long-term borrowings, net of repayments and
repurchases, increased in the amount of approximately $368,470,000.
NINE MONTHS ENDED SEPTEMBER 24, 1993
Net earnings for the first nine months of 1993 were a record $1,047.1 million
and surpassed full year 1992 results. Nine month 1993 net earnings increased
$374.7 million (56%) above the $672.4 million reported in the corresponding
1992 period. Results for the first nine months of 1993 include a previously
announced (1993 first quarter) non-recurring pretax lease charge totaling
$103.0 million ($59.7 million after income taxes) related to the Company's
decision not to occupy certain space at its World Financial Center Headquarters
facility. Net earnings in 1992 were restated to reflect the previously reported
$58.6 million cumulative effect charge related to the early adoption of
Statement of Financial Accounting Standards ("SFAS") No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions" and SFAS No. 109,
"Accounting for Income Taxes." Earnings before cumulative effect of changes in
accounting principles increased 43% above the $731.0 million reported in the
corresponding 1992 period.
Revenues after interest expense ("net revenues") advanced 20% in the first
nine months of 1993 to $7,817 million. The increase was broad based with total
revenues up 19% from the comparable 1992 period to $12,079 million.
Commission revenues increased 14% during the first nine months of 1993 to
$2,071 million on the continued strength of listed securities transactions and
higher mutual fund commission volume. Commissions on listed securities
benefited from higher trading volume and increases in average market prices.
Demand for mutual funds remained strong as investors continued to diversify
their assets to achieve potentially higher returns. Contributing to the
increase in mutual fund commissions was the growth in sales of front-end funds
and a higher level of distribution fees earned on deferred charge funds.
Interest and dividend revenues for the first nine months of 1993 advanced 17%
to $5,056 million, while interest expense, which includes dividend expense,
increased 17% to $4,262 million. As a result, net interest and dividend profit
rose 16% to $794 million. The increase in interest and dividend profit is
attributable to increased collateralized lending activities, higher interest
earning assets, reduced financing costs due to lower interest rates, and a
growing equity base.
Principal transactions revenues for the 1993 nine-month period rose 28% to
$2,222 million. Fixed-income and foreign exchange trading, in the aggregate,
benefited from higher revenues in swaps and derivatives, corporate bonds,
municipal securities and money market instruments. Equity trading revenues
increased due primarily to higher volume in over-the-counter and foreign
equities.
Investment banking revenues rose 17% during the first nine months of 1993 to
$1,311 million. Contributing to this strong performance were higher
underwriting revenues from equity securities, corporate bonds, private
placements and high-yield debt. Strategic services revenues, which includes
merger and acquisition and advisory services, advanced during the 1993 third
quarter, but on a year-to-date basis, revenues from strategic services were
slightly below last year's levels. Asset management and custodial fees rose 12%
during the 1993 nine-month period to $727 million, due primarily to increases
in stock and bond fund assets under management. Other revenues increased 38%
from a year ago to $692 million. Contributing to the advance were higher fee
revenues from the Merrill Lynch Consults (Registered Trademark) investor
portfolio management service, decreases in net investment losses attributable to
merchant banking and insurance activities, and increased revenues from mortgage
related transactions.
S-3
<PAGE>
Non-interest expenses increased 14% over the corresponding 1992 period to
$5,989 million. Compensation and benefits expense, which represented
approximately 64.1% of total non-interest expenses, increased 16% due primarily
to increases in incentive and production related compensation tied directly to
the Company's performance. Nevertheless, compensation and benefits expense as a
percentage of net revenues declined to 49.1% from 50.6% in the year-ago period.
Facilities-related costs, including occupancy, communications and equipment
rental expenses, and depreciation and amortization, increased 15% as a result
of the non-recurring pretax lease charge of $103.0 million. Excluding the lease
charge, facilities-related costs rose 2%. Brokerage, clearing and exchange fees
were up 6% due to increased business volume. Advertising and market development
expenses increased 18% as a result of higher sales promotion costs and
recognition programs for Financial Consultants tied to the higher level of
business activity and discretionary increases in local advertising.
Professional fees were up 3%, partially as a result of higher system consulting
and employment service fees, while other expenses increased 2% due in part to
the write-off of certain fixed assets.
Income tax expense totaled $780 million representing a 42.7% effective tax
rate. This compared with a 42.0% effective tax rate in the corresponding 1992
period. The increase in the effective tax rate is due primarily to legislation
raising corporate income tax rates retroactive to the beginning of the year.
Subsequent to quarter-end, the Company's Board of Directors declared a two-
for-one common stock split, effected in the form of a 100% stock dividend, paid
November 24, 1993 to stockholders of record on October 22, 1993. All amounts
included in the prospectus are presented on a pre-split basis.
The Company believes that its equity base is adequate relative to the level
and composition of its assets and the mix of its businesses.
In the normal course of its investment banking, trading and insurance
activities, the Company underwrites, purchases, sells and makes markets in
high-yield securities and other non-investment grade securities. Additionally,
the Company provides financing and advisory services to corporations entering
into leveraged transactions. These activities are subject to risks related to
the creditworthiness of the issuers and the liquidity of the market for such
securities, in addition to the usual risks associated with investing, extending
credit, underwriting and trading in investment grade instruments.
At September 24, 1993, the carrying value of extensions of credit provided to
corporations entering into leveraged transactions aggregated $496 million
(excluding unutilized revolving lines of credit and other lending commitments
of $72 million), consisting primarily of senior term and subordinated financing
to 44 medium-sized corporations. At September 24, 1993, the Company had one
bridge loan outstanding, totaling $70 million, which has since been repaid.
Loans to highly leveraged corporations are carried at unpaid principal balance
less a reserve for estimated losses. The allowance for loan losses is estimated
based on a review of each loan, and considerations of economic, market and
credit conditions. Direct equity investments made in conjunction with the
Company's investment and merchant banking activities, which are generally
recorded at the lower of cost or estimated net realizable value, aggregated
$306 million at September 24, 1993, representing investments in 85 enterprises.
At September 24, 1993, the Company held interests in partnerships, totaling $85
million (recorded on the cost basis), that invest in highly leveraged
transactions and non-investment grade securities. The Company has a co-
investment arrangement to enter into direct equity investments. At September
24, 1993, the additional co-investment commitments were $81 million. The
Company also has committed to invest an additional $14 million in partnerships
that invest in leveraged transactions.
As a market-maker, the Company holds trading positions in non-investment
grade securities. At September 24, 1993, the fair value of long and short non-
investment grade trading positions amounted to $2,065 million and $236 million,
respectively, and in aggregate (i.e., the sum of long and short trading
positions), represented 3.6% of aggregate consolidated trading positions.
S-4
<PAGE>
Investments of the Company's insurance subsidiaries, which are carried at
amortized cost, include non-investment grade securities. At September 24, 1993,
$492 million or 6.0% of the aggregate carrying value of such investments were
non-investment grade.
As of September 24, 1993, the largest non-investment grade holdings related
to a single issuer totaled $158 million. No one industry sector represented
more than 16% of total non-investment grade positions. At September 24, 1993,
the Company held an aggregate carrying value of $294 million in securities of
issuers who were in various stages of bankruptcy proceedings or in default.
Approximately 46% of this amount resulted from the Company's market-making
activities in such securities.
DESCRIPTION OF NOTES
GENERAL
The Notes are to be issued as a series of Senior Debt Securities under the
Senior Indenture, dated as of April 1, 1983, as amended and restated, which is
more fully described in the accompanying Prospectus. The Notes will mature on
January 15, 2006.
The Notes will bear interest from January 20, 1994, payable semiannually on
January 15 and July 15 of each year (each an "Interest Payment Date"),
commencing July 15, 1994, to the persons in whose names the Notes are
registered on the preceding January 1 and July 1, respectively.
The Notes are not subject to redemption by the Company prior to maturity.
The Notes will be issued in denominations of $1,000 and integral multiples
thereof.
DEPOSITORY
Upon issuance, all Notes will be represented by one or more fully registered
global securities (the "Global Notes"). Each such Global Note will be deposited
with, or on behalf of, The Depository Trust Company as Depository (the
"Depository") registered in the name of the Depository or a nominee thereof.
Unless and until it is exchanged in whole or in part for Notes in definitive
form, no Global Note may be transferred except as a whole by the Depository to
a nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by such Depository or any
such nominee to a successor of such Depository or a nominee of such successor.
The Depository has advised the Company as follows: The Depository is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository was created to hold securities
of its participants ("Participants") and to facilitate the clearance and
settlement of securities transactions among its Participants in such securities
through electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. The
Depository's Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations, including
the Underwriter. The Depository is owned by a number of Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the Depository's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a Participant, either directly or indirectly ("Indirect Participants").
S-5
<PAGE>
Purchases of Notes must be made by or through Participants, which will
receive a credit on the records of the Depository. The ownership interest of
each actual purchaser of each Note (the "Beneficial Owner") is in turn to be
recorded on the Participants' or Indirect Participants' records. Beneficial
Owners will not receive written confirmation from the Depository of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Participant or Indirect Participant through which the
Beneficial Owner entered into the transaction. Ownership of beneficial
interests in Global Notes will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depository
(with respect to interests of Participants) and on the records of Participants
(with respect to interests of persons held through Participants). The laws of
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interest in Global
Notes.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the sole owner or Holder of the Notes represented by such Global
Note for all purposes under the Indenture. Except as provided below, Beneficial
Owners of a Global Note will not be entitled to have the Notes represented by
such Global Note registered in their names, will not receive or be entitled to
receive physical delivery of the Notes in definitive form and will not be
considered the owners or Holders thereof under the Indenture. Accordingly, each
Person owning a beneficial interest in a Global Note must rely on the
procedures of the Depository and, if such Person is not a Participant, on the
procedures of the Participant through which such Person owns its interest, to
exercise any rights of a holder under the Indenture. The Company understands
that under existing industry practices, in the event that the Company requests
any action of Holders or that an owner of a beneficial interest in such a
Global Note desires to give or take any action which a Holder is entitled to
give or take under the Indenture, the Depository would authorize the
Participants, holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or take such action or would otherwise act upon the
instruction of Beneficial Owners. Conveyance of notices and other communications
by the Depository to Participants, by Participants to Indirect Participants, and
by Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Payment of principal of, and interest on, Notes registered in the name of the
Depository or its nominee will be made to the Depository or its nominee, as the
case may be, as the Holder of the Global Note or Notes representing such Notes.
None of the Company, the Trustee or any other agent of the Company or agent of
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests or for supervising or reviewing any records relating to such
beneficial ownership interests. The Company expects that the Depository, upon
receipt of any payment of principal or interest in respect of a Global Note,
will credit the accounts of beneficial interest in such Global Note as shown on
the record of the Depository. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name",
and will be the responsibility of such Participants.
If (x) the Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, or (y) the Company executes and delivers to the Trustee a Company Order
to the effect that the Global Notes shall be exchangeable, or (z) an Event of
Default has occurred and is continuing with respect to the Notes, the Global
Note or Notes will be exchangeable for Notes in definitive form of like tenor
and of an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Notes shall be registered in such
name or names as the Depository shall instruct the Trustee. It is expected that
such instructions may be based upon directions received by the Depository from
Participants with respect to ownership of beneficial interest in Global Notes.
S-6
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest on the Notes will be
made by the Company in immediately available funds so long as the Notes are
maintained in book-entry form.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or net-day funds. In contrast, the Notes
will trade in the Depository's Same-Day Funds Settlement System and secondary
trading activity in the Notes will therefore be required by the Depository to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Notes.
UNDERWRITING
The Underwriters named below (the "Underwriters") have each severally agreed,
subject to the terms and conditions of the Underwriting Agreement and a Terms
Agreement, to purchase from the Company the principal amount of Notes set forth
opposite their respective names. The Underwriters are committed to purchase all
of the Notes if any of the Notes are purchased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................................... $ 40,000,000
Donaldson, Lufkin & Jenrette Securities Corporation........... 40,000,000
Kidder, Peabody & Co. Incorporated............................ 40,000,000
PaineWebber Incorporated...................................... 40,000,000
Prudential Securities Incorporated............................ 40,000,000
------------
Total.................................................... $200,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer all or part of the Notes directly to the public at the offering price set
forth on the cover page of this Prospectus Supplement and to certain dealers at
such price less a concession not in excess of .375% of the principal amount of
the Notes. The Underwriters may allow and such dealers may reallow a discount
not in excess of .25% of the principal amount of the Notes to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The underwriting of the Notes will conform to the requirements set forth in
the applicable sections of Schedule E to the By-Laws of the National
Association of Securities Dealers, Inc.
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Company by Brown &
Wood, New York, New York, and for the Underwriters by Sullivan & Cromwell, New
York, New York.
S-7
<PAGE>
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
---------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recent Developments....................................................... S-2
Description of Notes...................................................... S-5
Underwriting.............................................................. S-7
Validity of Notes......................................................... S-7
PROSPECTUS
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Merrill Lynch & Co., Inc. ................................................ 3
Use of Proceeds........................................................... 3
Summary Financial Information............................................. 4
Description of Debt Securities............................................ 7
Description of Debt Warrants.............................................. 11
Description of Currency Warrants.......................................... 12
Description of Index Warrants............................................. 13
Plan of Distribution...................................................... 18
Experts................................................................... 18
</TABLE>
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(LOGO OF MERRILL LYNCH & CO., INC. APPEARS HERE)
$200,000,000
MERRILL LYNCH & CO., INC.
6 1/4% NOTES DUE
JANUARY 15, 2006
----------------
PROSPECTUS SUPPLEMENT
----------------
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
KIDDER, PEABODY & CO.
INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
JANUARY 13, 1994
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