<PAGE>
RULE NO. 424(b)(3)
REGISTRATION NO. 333-44173
SUBJECT TO COMPLETION
PRICING SUPPLEMENT, DATED FEBRUARY 26, 1998
PRICING SUPPLEMENT
- ------------------
(TO PROSPECTUS AND PROSPECTUS SUPPLEMENT EACH DATED JULY 7, 1997)
[LOGO]
$400,000,000
AGGREGATE PRINCIPAL AMOUNT
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
CALLABLE ZERO COUPON NOTES DUE MARCH , 2028
<TABLE>
<S> <C>
Aggregate Principal
Amount at Stated
Maturity: $400,000,000
Price to Public: $ per $1,000 principal amount at stated maturity of the
Notes ("Issue Price")
Original Issue Date: March , 1998
Stated Maturity: March , 2028
Interest Rate: 0% per annum
Yield to Stated
Maturity: % per annum (on a semi-annual bond equivalent basis)
Interest Payment Dates: Accrued Original Issue Discount will be paid upon maturity or
upon the occurrence of an Event of Default, as described below.
Optional Redemption
Date: March , 2008
Redemption Price: % of the Principal Amount
Form: Book-Entry Note
Other Provisions: Notwithstanding any other provision contained in the Notes
offered hereby, if an Event of Default (as defined in the 1993
Indenture) with respect to the Notes shall occur and be
continuing and the principal of all the Notes is declared due
and payable in the manner and with the effect provided in the
Indenture, "principal" with respect to the Notes in determining
any amount then declared due and payable shall mean the Issue
Price of the Note plus Original Issue Discount accrued from the
Original Issue Date to the date of acceleration (calculated on a
semi-annual bond equivalent basis using a 360-day year composed
of twelve 30-day months). Original Issue Discount shall equal
$ per $1,000 principal amount at stated maturity of the
Notes.
</TABLE>
This Pricing Supplement relates to $ aggregate principal amount at
stated maturity of Notes which the Company has agreed to sell to Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), and which the
Underwriter has agreed to purchase from the Company, at a price of % of the
principal amount thereof. The Underwriter has advised the Company that it
proposes initially to offer the Notes to the public at the Price to Public
specified above. The Underwriter may sell Notes to certain dealers less a
selling concession not in excess of % of the principal amount of Notes. After
the initial public offering, the Price to Public and concession may be
changed.
----------------
MERRILL LYNCH & CO.
----------------
The date of this Pricing Supplement is March , 1998
<PAGE>
RECENT DEVELOPMENTS
As of January 26, 1998, the Company, through ML Invest plc, an indirect,
wholly owned subsidiary, acquired through a tender offer (the "Offer")
substantially all of the outstanding share capital of Mercury Asset Management
Group plc ("MAM") at a price of (Pounds)17 per share, with an aggregate offer
value for all of the outstanding shares of approximately (Pounds)3.1 billion
(approximately $5.3 billion), ML Invest plc has commenced the statutory
procedure to compulsorily acquire all MAM shares not tendered into the Offer,
which is expected to result in 100% ownership of MAM by the first week of
March, 1998.
DESCRIPTION OF NOTES
GENERAL
The Medium-Term Notes, Series B of Merrill Lynch & Co., Inc. (the "Company")
offered hereby are "Callable Zero Coupon Notes due March , 2028" and are
referred to in this Pricing Supplement as the "Notes". The Notes are Fixed
Rate Notes as described in the accompanying Prospectus Supplement dated July
7, 1997. Certain provisions of the Notes and terms used herein are more fully
described in the accompanying Prospectus and Prospectus Supplement.
Notwithstanding the provisions contained in the Prospectus Supplement dated
July 7, 1997, attached hereto, the Company may redeem the Notes in whole only
on March , 2008 (the "Optional Redemption Date"), upon notice given not more
than 60 nor less than 30 days prior to the Optional Redemption Date, at a
Redemption Price equal to the principal amount at stated maturity of the Notes
multiplied by %.
INTEREST AND ORIGINAL ISSUE DISCOUNT
The Notes pay no interest and have been issued at a price that is a discount
from the principal amount. Accrued Original Issue Discount will be paid upon
maturity or upon the occurrence of an Event of Default, as described below.
Notwithstanding any other provision contained in the Notes offered hereby, if
an Event of Default (as defined in the 1993 Indenture) with respect to the
Notes shall occur and be continuing and the principal of all the Notes is
declared due and payable in the manner and with the effect provided in the
Indenture, "principal" with respect to the Notes in determining any amount
then declared due and payable shall mean the Issue Price of this Note plus
Original Issue Discount accrued from the Original Issue Date to the date of
acceleration (calculated on a semi-annual bond equivalent basis using a 360-
day year composed of twelve 30-day months). Issue Price shall equal $ per
$1,000 principal amount at stated maturity of the Notes and Original Issue
Discount shall equal $ per $1,000 principal amount at stated maturity of
the Notes.
The following table shows the Issue Price of the Notes plus the amount of
accrued Original Issue Discount per $1,000 principal amount of the Notes
through December 31, or March , in the case of the year 2028, of each year
indicated below (calculated on a semi-annual bond equivalent basis using a
360-day year composed of twelve 30-day months). The table below assumes that
the Company does not redeem the Notes on the Optional Redemption Date.
<TABLE>
<S> <C> <C> <C> <C> <C>
1998 $ 2009 $ 2020 $
1999 $ 2010 $ 2021 $
2000 $ 2011 $ 2022 $
2001 $ 2012 $ 2023 $
2002 $ 2013 $ 2024 $
2003 $ 2014 $ 2025 $
2004 $ 2015 $ 2026 $
2005 $ 2016 $ 2027 $
2006 $ 2017 $ 2028 $
2007 $ 2018 $
2008 $ 2019 $
</TABLE>
S-2
<PAGE>
ADDITIONAL RISK FACTORS
In addition to the risks described in "Risk Factors" in the accompanying
Prospectus Supplement dated July 7, 1997, an investor should consider that the
prices at which zero-coupon instruments, such as the Notes, trade in the
secondary market tend to fluctuate more in relation to general changes in
interest rates than do such prices for conventional interest-bearing
securities with comparable maturities. Generally, the longer the remaining
term of such instruments, the greater the price volatility as compared with
that of conventional interest-bearing securities with comparable maturities.
The ability of the Company to redeem the Notes prior to their stated
maturity might adversely affect the market value of the Notes relative to the
market value of comparable zero-coupon debt securities of the Company without
an early redemption provision. In particular, as the Optional Redemption Date
approaches, the market value of the Notes generally will not exceed the
Redemption Price. Since the Company may be expected to redeem the Notes when
prevailing interest rates are relatively low, an investor might not be able to
reinvest the redemption proceeds at an effective interest rate as high as the
interest yield realized on the Notes implicit in the accrual of the Original
Issue Discount. Prospective investors should be able to bear the occurrence of
redemption and the related risks pertaining to an investment in the Notes.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
Although the Notes do not provide for current payments of interest,
beneficial owners of the Notes will be required to include Original Issue
Discount into income over the term of the Notes. See "Certain United States
Federal Income Tax Considerations" in the accompanying Prospectus Supplement
dated July 7, 1997 for a discussion of the tax consequences of investing in
the Notes.
S-3
