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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1995
REGISTRATION NO. 33-61559
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
AMENDMENT NO. 1 AND POST-EFFECTIVE AMENDMENTS
UNDER
THE SECURITIES ACT OF 1933
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MERRILL LYNCH & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2740599 (I.R.S.
(STATE OR OTHER JURISDICTION EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1334
(212) 449-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROSEMARY T. BERKERY, ESQ.
ASSOCIATE GENERAL COUNSEL
MERRILL LYNCH & CO., INC.
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1334
(212) 449-6990
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
NORMAN D. SLONAKER, ESQ. DONALD R. CRAWSHAW, ESQ.
BROWN & WOOD SULLIVAN & CROMWELL
ONE WORLD TRADE CENTER 125 BROAD STREET
NEW YORK, NEW YORK 10048 NEW YORK, NEW YORK 10004
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED
OF SECURITIES TO AMOUNT TO BE AGGREGATE MAXIMUM AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities and War-
rants.................. $4,000,000,000(2) 100% $4,000,000,000 $1,379,320(3)
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Such amount shall be increased, if any Senior or Subordinated Debt
Securities are issued at an original issue discount, by an amount such that
the net proceeds to be received by the Registrant shall be equal to the above
amount to be registered. Any offering of Senior or Subordinated Debt
Securities denominated other than in U.S. dollars will be treated as the
equivalent in U.S. dollars based on the official exchange rate applicable to
the purchase of such Senior or Subordinated Debt Securities from the
Registrant.
(3) Fee paid with initial filing.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Post-Effective Amendment relates to the remaining unsold Debt
Securities and Warrants having an aggregate principal amount of $779,953,046
which were previously registered by the Registrant under Registration
Statement No. 33-52647 on Form S-3. The following registration statements,
each having the original effective date indicated parenthetically, are amended
hereby (the number of such post-effective amendment applicable to a
registration statement being also indicated parenthetically), all as follows:
2-78338 (July 23, 1982-No. 18); 2-83477 (May 9, 1983-No. 17); 2-89519
(February 23, 1984-No. 16); 2-96315 (March 20, 1985-No. 14); 33-03079
(February 6, 1986-No. 13); 33-03602 (April 15, 1986-No. 10); 33-05125 (April
28, 1986-No. 2); 33-09910 (November 5, 1986-No. 11); 33-16165 (August 11,
1987-No. 10); 33-17965 (November 5, 1987-No. 9); 33-19820 (January 29, 1988-
No. 9); 33-23605 (August 16, 1988-No. 8); 33-27512 (March 20, 1989-No. 7); 33-
27594 (March 20, 1989-No. 7); 33-35456 (August 10, 1990-No. 7); 33-38879
(February 12, 1991-No. 6); 33-42041 (August 16, 1991-No. 6); 33-45327
(February 12, 1992-No. 5); 33-54218 (November 19, 1992-No. 4); 33-49947
(August 25, 1993-No. 3); 33-51489 (January 14, 1994-No. 2) and 33-52647 (March
22, 1994-No. 1). Each such post-effective amendment shall hereafter become
effective concurrently with the effectiveness of this Post-Effective Amendment
in accordance with Section 8(c) of the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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THE PURPOSE OF THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-61559 IS
TO AMEND THE FACING SHEET OF SUCH REGISTRATION STATEMENT TO CORRECT A
TYPOGRAPHICAL ERROR APPEARING IN THE PARAGRAPH SPECIFYING WHICH PRIOR
REGISTRATION STATEMENTS OF THE REGISTRANT ARE BEING AMENDED.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURE
Pursuant to Rule 478 of the Securities Act of 1933, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in The City of New York and
State of New York on the 11th day of August 1995.
MERRILL LYNCH & CO., INC.
/s/ Rosemary T. Berkery
By______________________________
Rosemary T. Berkery Agent for
Service of Process
II-1
