<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 33-65135
PROSPECTUS SUPPLEMENT
- ---------------------
(TO PROSPECTUS DATED SEPTEMBER 1, 1995)
[LOGO]
$250,000,000
MERRILL LYNCH & CO., INC.
6% NOTES DUE MARCH 1, 2001
----------------
Interest on the Notes is payable semiannually on March 1 and September 1 of
each year (each an "Interest Payment Date"), commencing September 1, 1996. 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT THE COMPANY(1)(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note........................... 99.786% .5% 99.286%
- --------------------------------------------------------------------------------
Total.............................. $249,465,000 $1,250,000 $248,215,000
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from February 29, 1996.
(2) Before deduction of expenses payable by the Company.
----------------
The Notes are offered by the Underwriter, subject to prior sale, when, as and
if issued by the Company and accepted by the Underwriter and subject to certain
other conditions. The Underwriter reserves 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 February 29, 1996.
----------------
MERRILL LYNCH & CO.
----------------
The date of this Prospectus Supplement is February 26, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER 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.
S-2
<PAGE>
RECENT DEVELOPMENTS
The following summary of consolidated financial information was derived
from, and is qualified in its entirety by reference to, the financial
statements, condensed financial statements, and other information and data
contained in the Company's Annual Report on Form 10-K for the year ended
December 30, 1994, Quarterly Report on Form 10-Q for the period ended
September 29, 1995, as amended by Form 10-Q/A (Amendment No. 1), (the
"Quarterly Report") and Current Report on Form 8-K, dated January 22, 1996
(the "Current Report"). The Current Report, which includes preliminary
unaudited financial information for the year ended December 29, 1995, will be
superseded in its entirety by the Company's Annual Report on Form 10-K for the
year ended December 29, 1995. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus. The condensed consolidated
financial statements contained in the Quarterly Report are unaudited; however,
in the opinion of management of the Company, all adjustments (consisting only
of normal recurring accruals) 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>
YEAR ENDED
-------------------------
INCOME STATEMENT INFORMATION DECEMBER 30, DECEMBER 29,
- ---------------------------- 1994 1995
(IN MILLIONS, EXCEPT RATIOS) ------------ ------------
<S> <C> <C>
Revenues.............................................. $18,234 $21,513
Net revenues(1)....................................... $ 9,625 $10,265
Earnings before income taxes.......................... $ 1,730 $ 1,811
Net earnings.......................................... $ 1,017 $ 1,114
Ratio of earnings to fixed charges(2)................. 1.2 --
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEET INFORMATION(3) AT DECEMBER 30, AT SEPTEMBER 29,
- ---------------------------- 1994 1995
(IN MILLIONS) --------------- ----------------
<S> <C> <C>
Total assets................................... $163,749 $185,473
Long-term borrowings........................... $ 14,863 $ 16,156
Stockholders' equity........................... $ 5,818 $ 6,077
</TABLE>
- --------
(1) Net revenues are revenues net of interest expense.
(2) The ratio of earnings to fixed charges for the year ended December 29,
1995 is not available as of the date of this Prospectus Supplement. The
ratio of earnings to fixed charges for the nine months ended September 29,
1995 was 1.2. 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, amortization of debt expense, preferred stock dividend
requirements of majority-owned subsidiaries, and that portion of rentals
estimated to be representative of the interest factor.
(3) Balance Sheet information as of December 29, 1995 is not available as of
the date of this Prospectus Supplement. 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 29, 1995, $1,476 million of bank loans and $16,048
million 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 29, 1995, cash deposits for
securities loaned and securities sold under agreements to repurchase
amounted to $4,453 million and $54,274 million, respectively. From
September 30, 1995 to February 23, 1996, long-term borrowings, net of
repayments and repurchases, increased by approximately $3,054 million.
S-3
<PAGE>
FISCAL YEAR 1995
Global financial markets, which steadily weakened during most of 1994,
generally improved during 1995 led by a more stable U.S. economy, declining
interest rates, and heightened investor activity. Inflationary fears eased
throughout 1995 as key U.S. economic statistics indicated slow to moderate
growth. The Federal Reserve decreased short-term interest rates in July and
December following seven rate increases between February 1994 and February
1995. Investors reacted favorably to these events and were more active in stock
and bond markets during 1995. Net earnings for the 1995 fourth quarter were
$303 million, up 1% from the 1995 third quarter and up 88% from the 1994 fourth
quarter.
Net earnings for 1995 were $1,114 million, up 10% from 1994 net earnings of
$1,017 million. Earnings per common share were $5.44 primary and $5.42 fully
diluted in 1995, compared with $4.75 primary and $4.74 fully diluted in 1994.
Total revenues were a record $21,513 million, up 18% from 1994. Net revenues
(revenues after interest expense) totaled $10,265 million in 1995, up 7% from
1994.
Commission revenues increased 9% to a record $3,126 million from $2,871
million in 1994, due primarily to higher levels of listed and over-the-counter
securities transactions and mutual fund commissions, partially offset by lower
revenues from commodities. Commissions from listed and over-the-counter
securities increased due primarily to higher stock trading volumes, including
records on the New York Stock Exchange and Nasdaq. Mutual fund commissions
increased due primarily to higher distribution and redemption fees.
Distribution fees from deferred-charge funds increased due to strong fund sales
in prior periods and higher asset levels. Redemption fees increased as clients
repositioned invested assets.
Interest and dividend revenues increased 28% to $12,221 million from $9,578
million in 1994. Interest expense, which includes dividend expense, increased
31% from 1994 to $11,248 million. Net interest and dividend profit was $973
million, virtually unchanged from $969 million in 1994, as increases in net
interest-earning assets were offset by declining interest spreads due to the
flattening of the U.S. Treasury yield curve in 1995. The change in the yield
curve resulted from long-term interest rates falling more than short-term rates
during 1995.
Principal transactions revenues increased 8% from 1994 to $2,519 million in
1995. Increases in equities and equity derivatives and taxable fixed-income
trading revenues were partially offset by decreases in municipal securities,
foreign exchange and commodities, and interest rate and currency swaps trading
revenues. Taxable fixed-income trading revenues increased 10% to $516 million
due, in part, to higher revenues from corporate bonds and preferred stock, non-
U.S. governments and agencies securities, and high-yield bonds. Trading
revenues from mortgage-backed products were negatively affected by reduced
market liquidity, leading to a loss. Net trading results from mortgage-backed
products were positive, however, when combined with related net interest
profit. Trading revenues in U.S. Government and agencies securities were down
from 1994 due to tighter spreads between U.S. Treasury securities and related
futures hedges, as well as reduced investor demand attributable to lower
interest rates. Equities and equity derivatives trading revenues, in the
aggregate, increased 46% to $912 million, due primarily to improved volumes in
the convertible, over-the-counter, and international equities markets,
partially offset by lower equity derivatives trading revenues. Interest rate
and currency swaps revenues declined 2% to $732 million. Decreases in U.S.
dollar-denominated swap transactions were substantially offset by increased
revenues in non-dollar-denominated swap transactions, particularly in Japanese
and European markets. Foreign exchange and commodities revenues, in the
aggregate, declined 22% to $86 million. Commodities trading revenues decreased
due to lower volumes. Increases in foreign exchange trading revenues resulted
from higher customer volume caused by the strengthening of the U.S. dollar
versus other major currencies during 1995. Municipal securities revenues
decreased 28% to $273 million as a result of decreased investor demand for tax-
exempt investments due to potential tax law changes.
Investment banking revenues were $1,308 million, up 5% from $1,240 million in
1994. Strategic services revenues, which include fees for merger and
acquisition activity, debt restructuring, and other advisory
S-4
<PAGE>
services, increased, benefiting from record levels of announced merger and
acquisition deals in various industries. Underwriting revenues were down, as
lower revenues from equities, private placements, high yield debt, and
mortgage-backed securities underwriting were partially offset by increases in
corporate bonds and preferred stock and defined asset funds underwriting
revenues.
Asset management and portfolio service fees rose 9% in 1995 to a record
$1,890 million from $1,739 million in 1994, as a result of higher fees earned
from asset management and other fee-based services. Other revenues decreased 5%
from 1994 to $449 million, due to lower net realized investment gains in 1995
compared with 1994.
Non-interest expenses were $8,454 million, up 7% from $7,895 million in the
year-ago period. Compensation and benefits expense, which represented
approximately 62% of non-interest expenses, increased 6% due primarily to
increased production-related and incentive compensation and the addition of
Smith New Court PLC ("Smith New Court") employees. Compensation and benefits
expense as a percentage of net revenues was 51.3% in 1995, compared with 51.5%
in 1994.
Occupancy costs increased 3% from 1994 primarily due to international growth.
Other facilities-related costs, which include communications and equipment
rental expense and depreciation and amortization expense, rose 13% primarily
due to expanded use of market data services, as well as higher depreciation
expense from the purchase of technology-related assets over the past year.
Advertising and market development expenses increased 6% from 1994 as a
result of increased advertising, international travel, and sales promotion
primarily related to international growth. Professional fees increased 16% from
the year ago period, due to higher legal fees and systems development costs
related to upgrading technology and processing capabilities in trading, credit,
and customer systems. Brokerage, clearing, and exchange fees increased 7% as a
result of higher securities volume, particularly in international markets.
Other expenses increased 4% from 1994, due primarily to a $26 million first
quarter charge for the write-off of assets related to a technology contract and
$14 million of goodwill amortization related to Smith New Court.
Income tax expenses totaled $697 million in 1995. The effective tax rate in
1995 was 38.5%, compared with 41.2% in 1994. The decrease in the effective tax
rate was attributable to lower state income taxes, expanded international
business activities in jurisdictions with lower tax rates, and increases in
deductions for dividends received.
In 1995 the Company acquired Smith New Court, a U.K.-based global securities
firm, for approximately $800 million. The Company recorded approximately $550
million of goodwill related to the acquisition, which is being amortized on a
straight-line basis over 15 years. The Company's 1995 results include those of
Smith New Court since mid-August 1995.
CERTAIN BALANCE SHEET INFORMATION AS OF SEPTEMBER 29, 1995
Balance Sheet information as of December 29, 1995 is not available as of the
date of this Prospectus Supplement.
The Company believes that its equity base is adequate relative to the level
and composition of its assets and the mix of its business.
In the normal course of business, the Company underwrites, trades, and holds
non-investment grade securities in connection with its investment banking,
market-making, and derivative structuring activities. These activities are
subject to risks related to the creditworthiness of the issuers of, and the
liquidity of the market for, such securities, in addition to the usual risks
associated with investing in, financing, underwriting, and trading in
investment grade instruments.
S-5
<PAGE>
At September 29, 1995, the fair value of long and short non-investment grade
trading inventories amounted to $4,725 million and $406 million, respectively,
and in the aggregate (i.e. the sum of long and short trading inventories),
represented 5.1% of aggregate consolidated trading inventories.
At September 29, 1995, the carrying value of extensions of credit provided to
corporations entering into leveraged transactions aggregated $327 million
(excluding unutilized revolving lines of credit and other lending commitments
of $92 million), consisting primarily of senior term and subordinated
financings to 36 medium-sized corporations. At September 29, 1995, the Company
had no bridge loans outstanding. Loans to highly leveraged corporations are
carried at unpaid principal balances less a reserve for estimated losses. The
allowance for loan losses is estimated based on a review of each loan, and
consideration of economic, market, and credit conditions. Direct equity
investments made in conjunction with the Company's investment and merchant
banking activities aggregated $228 million at September 29, 1995, representing
investments in 81 enterprises. Equity investments in privately-held companies
for which sale is restricted by government or contractual requirements are
carried at the lower of cost or estimated net realizable value. At September
29, 1995, the Company held interests in partnerships, totaling $109 million
(recorded on the cost basis), that invest in highly leveraged transactions and
non-investment grade securities. At September 29, 1995, the Company also
committed to invest an additional $81 million in partnerships that invest in
leveraged transactions. As of November 13, 1995, the Company had additional
lending commitments for $520 million to non-investment grade counterparties or
related to highly leveraged transactions, of which $28 million had been drawn
upon.
The Company's insurance subsidiaries hold non-investment grade securities.
Non-investment grade securities were 3.7% of total insurance investments at
September 29, 1995. Non-investment grade securities of insurance subsidiaries
are classified as available-for-sale and are carried at fair value.
At September 29, 1995, the largest non-investment grade concentration
consisted of government and corporate obligations of a South American sovereign
totaling $503 million, of which $456 million represented on-balance-sheet
hedges for off-balance-sheet financial instruments. No one industry sector
accounted for more than 27% of total non-investment grade positions. At
September 29, 1995, the Company held an aggregate carrying value of $310
million in debt and equity securities of issuers in various stages of
bankruptcy proceedings or in default, of which 83% 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
Chemical 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 March 1, 2001.
The Notes will bear interest from February 29, 1996, payable semiannually on
March 1 and September 1 of each year (each an "Interest Payment Date"),
commencing September 1, 1996, to the persons in whose names the Notes are
registered on the preceding February 15 and August 15, 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"), and 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
S-6
<PAGE>
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").
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 interests 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 Chemical 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 Chemical
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 Chemical
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 Chemical 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 instructions 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 the 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
S-7
<PAGE>
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 the Participants with payments in amounts
proportionate to their respective holdings in principal amount 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 interests in Global Notes.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriter 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 next-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
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") has
agreed, subject to the terms and conditions of the Underwriting Agreement and a
Terms Agreement, to purchase from the Company $250,000,000 principal amount of
the Notes. The Underwriter is committed to purchase all of the Notes if any of
the Notes are purchased.
The Underwriter has advised the Company that it proposes initially to offer
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 .3% of the principal amount of the Notes. The
Underwriter 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 and for the
Underwriter by Brown & Wood, New York, New York.
S-8
<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 UNDERWRITER.
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-3
Description of Notes....................................................... S-6
Underwriting............................................................... S-8
Validity of Notes.......................................................... S-8
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............................................. 8
Description of Debt Warrants............................................... 12
Description of Currency Warrants........................................... 13
Description of Index Warrants.............................................. 14
Plan of Distribution....................................................... 19
Experts.................................................................... 20
</TABLE>
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[LOGO]
$250,000,000
MERRILL LYNCH & CO., INC.
6% NOTES DUE
MARCH 1, 2001
----------------
PROSPECTUS SUPPLEMENT
----------------
MERRILL LYNCH & CO.
FEBRUARY 26, 1996
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- -------------------------------------------------------------------------------
