MERRILL LYNCH & CO INC
8A12BT, 1996-05-22
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 ________ , 1999
                 

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),    % STRYPESSM Due _________ , 1999 (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. 1 to the Registration Statement on Form S-3 (No. 
33-65135), as originally filed with the Securities and Exchange Commission (the 
"Commission") on May 22, 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 Eighth 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. 1 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. 1 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: /s/ Gregory T. Russo   
                                        ------------------------
                                             Gregory T. Russo
                                                 Secretary
Date:  May 22, 1996

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





                           MERRILL LYNCH & CO., INC.






                                   EXHIBITS
                                      TO 
                          FORM 8-A DATED MAY 22, 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 Eighth 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. 1 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. 1 to 
            Registration Statement on Form S-3 (File No. 33-65135).


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