SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________
<TABLE>
<S> <C> <C>
MERRILL LYNCH & MERRILL LYNCH MERRILL LYNCH
CO., INC. PREFERRED FUNDING PREFERRED CAPITAL
(Exact name of registrant III, L.P. TRUST III
as specified in its (Exact name of registrant (Exact name of registrant
charter) as specified in its as specified in its
DELAWARE certificate of limited certificate of trust)
(State or other jurisdiction partnership) DELAWARE
of incorporation or DELAWARE (State or other jurisdiction
organization) (State or other jurisdiction of incorporation or
13-2740599 of incorporation or organization)
(I.R.S. employer organization) 13-7139561
identification number) 13-3982448 (I.R.S. employer
(I.R.S. employer identification number)
identification number)
</TABLE>
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World Financial Center
North Tower
New York, New York 10281
(Address of principal executive offices, including zip code)
______________
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of
securities and is effective debt securities and is to
upon filing pursuant to General become effective simultaneously
Instruction A(c)(1) please with the effectiveness of a
check the following box.( ) concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. ( )
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
------------------- ------------------------------
Trust Originated Preferred New York Stock Exchange, Inc.
Securities of Merrill Lynch
Preferred Capital Trust III
(and the Guarantee with respect
thereto)
Partnership Preferred New York Stock Exchange, Inc.
Securities of Merrill Lynch
Preferred Funding III, L.P.
(and the Guarantee with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby consist
of (i) the 7% Trust Originated Preferred SecuritiesSM (the
"TOPrS(SM)" or "Trust Preferred Securities"), representing
undivided beneficial ownership interests in the assets of Merrill
Lynch Preferred Capital Trust III, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"),
together with the Trust Preferred Securities Guarantee by Merrill
Lynch & Co., Inc., a Delaware corporation, in favor of the
holders of the Trust Preferred Securities, and (ii) the 7%
Partnership Preferred Securities (the "Partnership Preferred
Securities"), representing limited partner interests of Merrill
Lynch Preferred Funding III, L.P., a Delaware limited partnership
(the "Partnership"), together with the Partnership Preferred
Securities Guarantee by Merrill Lynch & Co., Inc., a Delaware
corporation, in favor of the holders of the Partnership Preferred
Securities.
For a description of the Trust Preferred Securities,
reference is made to the information set forth under the headings
"Description of the Trust Preferred Securities" and "Description
of the Trust Guarantee" in the Registration Statement on Form S-3
(Registration No. 333-42859) filed with the Securities and
Exchange Commission (the "Commission") on December 19, 1997 under
the Securities Act of 1933, as amended (the "Act"), Amendment No.
1 thereto filed with the Commission on January 5, 1998 and
Amendment No. 2 thereto filed with the Commission on January 9,
1998 (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"), which
description is incorporated herein by reference. For a
description of the Partnership Preferred Securities, reference is
made to the information set forth under the headings "Description
of the Partnership Preferred Securities" and "Description of the
Partnership Guarantee" in the Registration Statement, which
description is incorporated herein by reference. Definitive
copies of the prospectus describing the terms of the Trust
Preferred Securities and Partnership Preferred Securities will be
filed pursuant to Rule 424(b) under the Act and shall be deemed
to be incorporated herein by reference.
ITEM 2. EXHIBITS.
2.1 Certificate of Trust dated December 19, 1997 of Merrill
Lynch Preferred Capital Trust III (incorporated herein
by reference to Exhibit 4.1 to the Registration
Statement).
2.2 Form of Amended and Restated Declaration of Trust of
Merrill Lynch Preferred Capital Trust III (incorporated
by reference to Exhibit 4.2 to the Registration
Statement).
2.3 Certificate of Limited Partnership dated as of December
19, 1997 of Merrill Lynch Preferred Funding III, L.P.
(incorporated by reference to Exhibit 4.3 to the
Registration Statement).
2.4 Form of Amended and Restated Limited Partnership
Agreement of Merrill Lynch Preferred Funding III, L.P.
(incorporated by reference to Exhibit 4.4 to the
Registration Statement).
2.5 Form of Trust Preferred Securities Guarantee Agreement
between Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank, as guarantee trustee (incorporated by
reference to Exhibit 4.5 to the Registration
Statement).
2.6 Form of Partnership Preferred Securities Guarantee
Agreement by Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank, as guarantee trustee (incorporated by
reference to Exhibit 4.6 to the Registration
Statement).
2.7 Form of Subordinated Debenture Indenture between
Merrill Lynch & Co., Inc. and The Chase Manhattan Bank,
as trustee (incorporated by reference to Exhibit 4.7 to
the Registration Statement).
2.8 Form of Affiliate Debenture Guarantee Agreement between
Merrill Lynch & Co., Inc. and The Chase Manhattan Bank,
as guarantee trustee (incorporated by reference to
Exhibit 4.8 to the Registration Statement).
2.9 Form of Trust Preferred Security (included in Exhibit
2.2 above).
2.10 Form of Partnership Preferred Security (included in
Exhibit 2.4 above).
2.11 Form of Subordinated Debenture (incorporated by
reference to Exhibit 4.11 to the Registration
Statement).
SIGNATURES
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, thereunto duly authorized.
MERRILL LYNCH PREFERRED CAPITAL
TRUST III
Dated: January 16, 1998
By: /s/ Theresa Lang
-------------------------------
Name: Theresa Lang
Title: Regular Trustee
MERRILL LYNCH PREFERRED
FUNDING III, L.P.
By: MERRILL LYNCH & CO., INC.,
as General Partner
By: /s/ Theresa Lang
-------------------------------
Name: Theresa Lang
Title: Senior Vice President
and Treasurer
MERRILL LYNCH & CO., INC.
By: /s/ Theresa Lang
-------------------------------
Name: Theresa Lang
Title: Senior Vice President
and Treasurer
