MERRILL LYNCH & CO INC
8-A12B, 1996-06-28
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                _______________

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                           Merrill Lynch & Co., Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                         13-2740599
        --------------                                    -------------
(State of incorporation or organization)                  (I.R.S. employer
                                                          identification no.)

                    World Financial Center
                    North Tower
                    250 Vesey Street
                    New York, New York                             10281
               -----------------------------                     ---------
          (Address of principal executive offices)               (zip code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered
- -------------------                ------------------------------

Structured Yield Product         New York Stock Exchange
Exchangeable for Stock,
___% STRYPES Due _________, 2001

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [X]

Securities to be registered pursuant to Section 12(g) of the Act:


                                     None
                     ------------------------------------
                               (Title of class)
<PAGE>
 
Item 1.  Description of Registrant's Securities to be Registered.
         ------------------------------------------------------- 

     The description of the Structured Yield Product Exchangeable for Stock/SM/,
_____% STRYPES/SM/ Due _________, 2001 (the "STRYPES") of Merrill Lynch & Co.,
Inc., included under the captions "Supplemental Description of the STRYPES" and
"Description of the STRYPES" in the Preliminary Prospectus Supplement and
Preliminary Prospectus, respectively, contained in the Post-Effective Amendment
No. 5 to the Registration Statement on Form S-3 (No. 33-65135), as originally
filed with the Securities and Exchange Commission (the "Commission") on June 20,
1996, is hereby incorporated by reference.  In addition, the description of the
STRYPES, included under the captions "Supplemental Description of the STRYPES"
and "Description of the STRYPES" in any Prospectus Supplement and Prospectus,
respectively, relating to such Registration Statement filed with the Commission
by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, shall be deemed to be incorporated by reference herein.

Item 2.  Exhibits.
         -------- 

     The following exhibits are filed with, or incorporated by reference in,
this Registration Statement.

          99(a)  Senior Indenture, dated as of April 1, 1983, as amended and
                 restated, between the Company and Chemical Bank (successor
                 by merger to Manufacturers Hanover Trust Company),
                 incorporated herein by reference to Exhibit 99(c) to
                 Registrant's Registration Statement on Form 8-A dated July
                 20, 1992.

          99(b)  Form of Tenth Supplemental Indenture to the Senior Indenture
                 between the Company and Chemical Bank (successor by merger
                 to Manufacturers Hanover Trust Company), incorporated herein
                 by reference to Exhibit 4(b) to Registrant's Post-Effective
                 Amendment No. 5 to Registration Statement on Form S-3 (File
                 No. 33-65135).

          99(c)  Form of Certificate representing the STRYPES, incorporated
                 herein by reference to Exhibit 4(c) to Registrant's Post-
                 Effective Amendment No. 5 to Registration Statement on Form
                 S-3 (File No. 33-65135).


          Other securities issued by Merrill Lynch & Co., Inc. are listed on the
New York Stock Exchange.

/SM/  Service mark of Merrill Lynch & Co., Inc.

                                       2
<PAGE>
 
                                   SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                              MERRILL LYNCH & CO., INC.



                              By: ________________________
                                       Theresa Lang
                                          Treasurer
Date:  June 28, 1996

                                       3
<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                           MERRILL LYNCH & CO., INC.



                                    EXHIBITS
                                       TO
                          FORM 8-A DATED JUNE 28, 1996



                                    Commission File No. 1-7182
<PAGE>
 
                                 INDEX TO EXHIBITS
                                 -----------------


Exhibit No.                                                           Page No.
- ----------                                                            --------


99(a)           Senior Indenture, dated as of April 1, 1983, 
                as amended and restated, between the Company 
                and Chemical Bank (successor by merger to 
                Manufacturers Hanover Trust Company), incorporated
                herein by reference to Exhibit 99(c) to 
                Registrant's Registration Statement on Form 8-A 
                dated July 20, 1992.

99(b)           Form of Tenth Supplemental Indenture to the Senior 
                Indenture between the Company and Chemical Bank 
                (successor by merger to Manufacturers Hanover Trust 
                Company), incorporated herein by reference to 
                Exhibit 4(b) to Registrant's Post-Effective 
                Amendment No. 5 to Registration Statement on Form S-3
                (File No. 33-65135).

99(c)           Form of Certificate representing the STRYPES, 
                incorporated herein by reference to Exhibit 4(c) to 
                Registrant's Post-Effective Amendment No. 5 to 
                Registration Statement on Form S-3 (File No. 33-65135).


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