<PAGE>

    As filed with the Securities and Exchange Commission on August 17, 1999
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   _________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                            POST-EFFECTIVE AMENDMENTS
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   _________
                            MERRILL LYNCH & CO., INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                      13-2740599
   (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

                             World Financial Center
                                   North Tower
                            New York, New York 10281
                                 (212) 449-1000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                                   _________

           MERRILL LYNCH & CO., INC. 401(k) SAVINGS & INVESTMENT PLAN
                            (Full title of the plan)

                                   _________
                              Mark B. Goldfus, Esq.
                            Merrill Lynch & Co., Inc.
                            222 Broadway - 17th Floor
                            New York, New York 10038
                                 (212) 670-0180
 (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
    Title of securities                 Amount to      Proposed maximum offering       Proposed maximum aggregate      Amount of
    to be registered                 be registered          price per unit                  offering price          registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                            <C>                         <C>
Common Stock, par value
$1.33-1/3 per share, (including
Preferred Stock Purchase Rights)
(1)..............                         20,000,000          $65.21875                    $1,304,375,000          $ 362,616.25
Interests in the
Plan...............                           (3)                N/A                           N/A                       N/A
====================================================================================================================================
</TABLE>

    (1) Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock; value
attributable to such Rights, if any, is reflected in the market price of the
Common Stock.
    (2) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the Plan that are covered
by this Registration Statement. The filing fee is calculated in accordance with
Rule 457(c), based on the average of the high and low prices of the Common Stock
reported in the consolidated reporting system on August 11, 1999.
    (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminable amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus to be
delivered pursuant to this Registration Statement will be a combined prospectus
relating also to (i) the shares registered hereunder and (ii) to the remaining
unsold shares and Plan interests registered under Registration Statement No.
333-41425. The Post-Effective Amendments shall become effective upon filing in
accordance with Section 8(c) of the Securities Act of 1933 and Rule 464
promulgated thereunder.

================================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Annual Report of Merrill Lynch & Co., Inc. (the "Company") on Form
10-K for the fiscal year ended December 25, 1998, Quarterly Reports on Form 10-Q
for the quarters ended March 26, 1999 and June 25, 1999, and Current Reports on
Form 8-K dated December 28, 1998, January 19, 1999, February 17, 1999, February
18, 1999, February 22, 1999, February 23, 1999, March 26, 1999, April 13, 1999,
April 19, 1999, May 26, 1999, May 28, 1999 (two reports), June 1, 1999, June 25,
1999, July 12, 1999, July 13, 1999, July 21, 1999, and August 4, 1999 (two
reports) filed pursuant to Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act"), are incorporated by reference herein.

         The Annual Report of the Merrill Lynch & Co., Inc. 401(k) Savings &
Investment Plan (the "Plan"), on Form 11-K for the fiscal year ended December
25, 1998, filed pursuant to Section 15(d) of the Exchange Act, is incorporated
by reference herein.

         All documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the securities registered hereunder
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the Company or is or was serving
at its request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action,

                                       2
<PAGE>

suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

         Article XIII, Section 2 of the Restated Certificate of Incorporation of
the Company provides in effect that, subject to certain limited exceptions, the
Company shall indemnify its directors and officers to the extent authorized or
permitted by the General Corporation Law of the State of Delaware. The directors
and officers of the Company are insured under policies of insurance maintained
by the Company, subject to the limits of the policies, against certain losses
arising from any claims made against them by reason of being or having been such
directors or officers. Like indemnification and insurance is also provided to
those employees of the Company who serve as administrators of the Plan. In
addition, the Company has entered into contracts with all of its directors
providing for indemnification of such persons by the Company to the full extent
authorized or permitted by law, subject to certain limited exceptions.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

4(a)     Restated Certificate of Incorporation of the Company effective as of
         April 28, 1998 (incorporated by reference to Exhibit 3(i) to the
         Company's Quarterly Report on Form 10-Q for the quarter ended March 27,
         1998 (File No. 1-7182) ("1998 First Quarter 10-Q"), and to Exhibit 3 to
         the Company's Quarterly Report on Form 10-Q for the quarter ended
         September 25, 1998 (File No. 1-7182)).
4(b)     By-Laws of the Company, effective as of July 26, 1999.
4(c)     Form of Amended and Restated Rights Agreement dated as of December 2,
         1997 between the Company and ChaseMellon Shareholder Services, L.L.C.
         (incorporated by reference to Exhibit 4 to the Company's Current Report
         on Form 8-K dated December 2, 1997 (File No. 1-7182)).
4(d)     Certificate of Designation of the Company establishing the rights,
         preferences, privileges, qualifications, restrictions and limitations
         relating to the Company's Series A Junior Preferred Stock (incorporated
         by reference to Exhibit 3(i) to the 1998 First Quarter 10-Q;
         specifically, those pages attached as Exhibit A to Exhibit 3(i)).
4(e)     Certificate of Designations of the Company establishing the rights,
         preferences, privileges, qualifications, restrictions and limitations
         relating to the Company's 9% Cumulative Preferred Stock, Series A
         (incorporated by reference to Exhibit 3(i) to the 1998 First Quarter
         10-Q; specifically, those pages attached as Exhibit B to Exhibit 3(i)).
5(a)     Opinion of Brown & Wood  LLP.
5(b)     Internal Revenue Service determination letter that the Plan is
         qualified under Section 401 of the Internal Revenue Code (incorporated
         by reference to Exhibit 5(b) to the Company's Registration Statement on
         Form S-8 (File No. 333-00863).
15       Letter re: unaudited interim financial information.
23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).
23(b)    Consent of Deloitte & Touche LLP.
24       Power of Attorney (included on page 5).

                                       3
<PAGE>

Item 9.  Undertakings

         The undersigned registrants hereby undertake:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)       To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933 unless the information required
         to be included in such post-effective amendment is contained in
         periodic reports filed by the registrants pursuant to Section 13 or
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in the registration statement;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement unless the information required to
         be included in such post-effective amendment is contained in periodic
         reports filed by the registrants pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement;

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)      That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, (and, with
respect to the Plan, each filing of the Plan's Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934), that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrants have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

         The Company. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and State of New York on the 17th day
of August, 1999.

                                              MERRILL LYNCH & CO., INC.


                                              By  /s/  DAVID H. KOMANSKY
                                                 ----------------------------
                                                       David H. Komansky
                                                     (Chairman of the Board and
                                                      Chief Executive Officer)

         KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Komansky, E. Stanley O'Neal and
Stephen L. Hammerman, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to each Registration Statement amended hereby, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 17th day of August, 1999.


<TABLE>
<CAPTION>


                   Signature                                                   Title
                   ---------                                                   -----
<S>                                                               <C>
         /s/ DAVID H. KOMANSKY                                       Chairman of the Board, Chief
---------------------------------------------------------            Executive Officer and Director
            (David H. Komansky)

         /s/ E. STANLEY O'NEAL                                       Executive Vice President and
---------------------------------------------------------            Chief Financial Officer (Principal
            (E. Stanley O'Neal)                                      Financial Officer)

         /s/ AHMASS L. FAKAHANY
---------------------------------------------------------            Senior Vice President and Controller
            (Ahmass L. Fakahany)                                     (Principal Accounting Officer)


</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>

                   Signature                                                           Title
                   ----------                                                          -----
<S>                                                                             <C>
         /s/ W.H. CLARK                                                               Director
---------------------------------------------------------
            (W.H. Clark)

         /s/ JILL K. CONWAY                                                           Director
---------------------------------------------------------
            (Jill K. Conway)

         /s/ STEPHEN L. HAMMERMAN                                                     Director
---------------------------------------------------------
            (Stephen L. Hammerman)

         /s/ GEORGE B. HARVEY                                                         Director
---------------------------------------------------------
            (George B. Harvey)

         /s/ WILLIAM R. HOOVER                                                        Director
---------------------------------------------------------
            (William R. Hoover)

         /s/ ROBERT P. LUCIANO                                                        Director
---------------------------------------------------------
            (Robert P. Luciano)

         /s/ DAVID K. NEWBIGGING                                                      Director
---------------------------------------------------------
            (David K. Newbigging)

         /s/ AULANA L. PETERS                                                         Director
---------------------------------------------------------
            (Aulana L. Peters)

         /s/ JOHN J. PHELAN, JR.                                                      Director
---------------------------------------------------------
            (John J. Phelan, Jr.)

         /s/ JOHN L. STEFFENS                                                         Director
---------------------------------------------------------
            (John L. Steffens)

         /s/ WILLIAM L. WEISS                                                         Director
---------------------------------------------------------
            (William L. Weiss)

</TABLE>

                                       6
<PAGE>

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee (the persons who administer the employee benefit plan)
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York and State of New
York, on the 17th day of August, 1999.

                                           MERRILL LYNCH & CO., INC.
                                           401(k) SAVINGS & INVESTMENT PLAN



                                           /s/ KENNETH J. REIFERT
                                          --------------------------------------
                                           Kenneth J. Reifert
                                           (Chairman, Administrative Committee)

                                       7
<PAGE>

                                 Exhibit Index

<TABLE>
<CAPTION>

Exhibit No.       Description                                                                   Page
-----------       ------------                                                                  ----
<S>             <C>                                                                          <C>
  4(a)            Restated Certificate of Incorporation of the Company effective
                  as of April 28, 1998 (incorporated by reference to Exhibit
                  3(i) to the Company's Quarterly Report on Form 10-Q for the
                  quarter ended March 27, 1998 (File No. 1-7182) ("1998 First
                  Quarter 10-Q"), and to Exhibit 3 to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended September 25, 1998
                  (File No. 1-7182)).
+ 4(b)            By-Laws of the Company, effective as of July 26, 1999.
  4(c)            Form of Amended and Restated Rights Agreement dated as of
                  December 2, 1997 between the Company and ChaseMellon
                  Shareholder Services, L.L.C. (incorporated by reference to
                  Exhibit 4 to the Company's Current Report on Form 8-K dated
                  December 2, 1997 (File No. 1-7182)).
  4(d)            Certificate of Designation of the Company establishing the
                  rights, preferences, privileges, qualifications, restrictions
                  and limitations relating to the Company's Series A Junior
                  Preferred Stock (incorporated by reference to Exhibit 3(i) to
                  the 1998 First Quarter 10-Q; specifically, those pages
                  attached as Exhibit A to Exhibit 3(i)).
  4(e)            Certificate of Designations of the Company establishing the
                  rights, preferences, privileges, qualifications, restrictions
                  and limitations relating to the Company's 9% Cumulative
                  Preferred Stock, Series A (incorporated by reference to
                  Exhibit 3(i) to the 1998 First Quarter 10-Q; specifically,
                  those pages attached as Exhibit B to Exhibit 3(i)).
+  5(a)           Opinion of Brown & Wood LLP.
   5(b)           Internal Revenue Service determination letter that the Plan is
                  qualified under ection 401 of the Internal Revenue Code
                  (incorporated by reference to Exhibit 5(b) to the Company's
                  Registration Statement on Form S-8 (File No. 333-00863) .
+ 15              Letter re: unaudited interim financial information.
+ 23(a)           Consent of Brown & Wood LLP (included as part of Exhibit 5
                  (a)).
+ 23(b)           Consent of Deloitte & Touche LLP.
+ 24              Power of Attorney (included on Page 5).



+ Filed herewith.

</TABLE>


                                       8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24999}]
{"company-data": {"conformed-name": "MERRILL LYNCH & CO INC", "cik": "0000065100", "assigned-sic": "6211", "irs-number": "132740599", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85421", "film-number": "99694865"}, "business-address": {"street1": "250 VESEY ST", "street2": "WORLD FINANCIAL CTR N TOWER", "city": "NEW YORK", "state": "NY", "zip": "10281-1334", "phone": "2124491000"}, "mail-address": {"street1": "250 VESEY STREET", "street2": "WORLD FINACIAL CENTER FLR 23", "city": "NEW YORK", "state": "NY", "zip": "10281"}}
As filed with the Securities and Exchange Commission on August 17, 1999
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   _________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                            POST-EFFECTIVE AMENDMENTS
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   _________
                            MERRILL LYNCH & CO., INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                      13-2740599
   (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

                             World Financial Center
                                   North Tower
                            New York, New York 10281
                                 (212) 449-1000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                                   _________

           MERRILL LYNCH & CO., INC. 401(k) SAVINGS & INVESTMENT PLAN
                            (Full title of the plan)

                                   _________
                              Mark B. Goldfus, Esq.
                            Merrill Lynch & Co., Inc.
                            222 Broadway - 17th Floor
                            New York, New York 10038
                                 (212) 670-0180
 (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
    Title of securities                 Amount to      Proposed maximum offering       Proposed maximum aggregate      Amount of
    to be registered                 be registered          price per unit                  offering price          registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.33-1/3 per share, (including
Preferred Stock Purchase Rights)
(1)..............                         20,000,000          $65.21875                    $1,304,375,000          $ 362,616.25
Interests in the
Plan...............                           (3)                N/A                           N/A                       N/A
====================================================================================================================================
(1) Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock; value
attributable to such Rights, if any, is reflected in the market price of the
Common Stock.
    (2) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the Plan that are covered
by this Registration Statement. The filing fee is calculated in accordance with
Rule 457(c), based on the average of the high and low prices of the Common Stock
reported in the consolidated reporting system on August 11, 1999.
    (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminable amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus to be
delivered pursuant to this Registration Statement will be a combined prospectus
relating also to (i) the shares registered hereunder and (ii) to the remaining
unsold shares and Plan interests registered under Registration Statement No.
333-41425. The Post-Effective Amendments shall become effective upon filing in
accordance with Section 8(c) of the Securities Act of 1933 and Rule 464
promulgated thereunder.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Annual Report of Merrill Lynch & Co., Inc. (the "Company") on Form
10-K for the fiscal year ended December 25, 1998, Quarterly Reports on Form 10-Q
for the quarters ended March 26, 1999 and June 25, 1999, and Current Reports on
Form 8-K dated December 28, 1998, January 19, 1999, February 17, 1999, February
18, 1999, February 22, 1999, February 23, 1999, March 26, 1999, April 13, 1999,
April 19, 1999, May 26, 1999, May 28, 1999 (two reports), June 1, 1999, June 25,
1999, July 12, 1999, July 13, 1999, July 21, 1999, and August 4, 1999 (two
reports) filed pursuant to Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act"), are incorporated by reference herein.

         The Annual Report of the Merrill Lynch & Co., Inc. 401(k) Savings &
Investment Plan (the "Plan"), on Form 11-K for the fiscal year ended December
25, 1998, filed pursuant to Section 15(d) of the Exchange Act, is incorporated
by reference herein.

         All documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the securities registered hereunder
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the Company or is or was serving
at its request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action,

                                       2
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

         Article XIII, Section 2 of the Restated Certificate of Incorporation of
the Company provides in effect that, subject to certain limited exceptions, the
Company shall indemnify its directors and officers to the extent authorized or
permitted by the General Corporation Law of the State of Delaware. The directors
and officers of the Company are insured under policies of insurance maintained
by the Company, subject to the limits of the policies, against certain losses
arising from any claims made against them by reason of being or having been such
directors or officers. Like indemnification and insurance is also provided to
those employees of the Company who serve as administrators of the Plan. In
addition, the Company has entered into contracts with all of its directors
providing for indemnification of such persons by the Company to the full extent
authorized or permitted by law, subject to certain limited exceptions.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

4(a)     Restated Certificate of Incorporation of the Company effective as of
         April 28, 1998 (incorporated by reference to Exhibit 3(i) to the
         Company's Quarterly Report on Form 10-Q for the quarter ended March 27,
         1998 (File No. 1-7182) ("1998 First Quarter 10-Q"), and to Exhibit 3 to
         the Company's Quarterly Report on Form 10-Q for the quarter ended
         September 25, 1998 (File No. 1-7182)).
4(b)     By-Laws of the Company, effective as of July 26, 1999.
4(c)     Form of Amended and Restated Rights Agreement dated as of December 2,
         1997 between the Company and ChaseMellon Shareholder Services, L.L.C.
         (incorporated by reference to Exhibit 4 to the Company's Current Report
         on Form 8-K dated December 2, 1997 (File No. 1-7182)).
4(d)     Certificate of Designation of the Company establishing the rights,
         preferences, privileges, qualifications, restrictions and limitations
         relating to the Company's Series A Junior Preferred Stock (incorporated
         by reference to Exhibit 3(i) to the 1998 First Quarter 10-Q;
         specifically, those pages attached as Exhibit A to Exhibit 3(i)).
4(e)     Certificate of Designations of the Company establishing the rights,
         preferences, privileges, qualifications, restrictions and limitations
         relating to the Company's 9% Cumulative Preferred Stock, Series A
         (incorporated by reference to Exhibit 3(i) to the 1998 First Quarter
         10-Q; specifically, those pages attached as Exhibit B to Exhibit 3(i)).
5(a)     Opinion of Brown & Wood  LLP.
5(b)     Internal Revenue Service determination letter that the Plan is
         qualified under Section 401 of the Internal Revenue Code (incorporated
         by reference to Exhibit 5(b) to the Company's Registration Statement on
         Form S-8 (File No. 333-00863).
15       Letter re: unaudited interim financial information.
23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).
23(b)    Consent of Deloitte & Touche LLP.
24       Power of Attorney (included on page 5).

                                       3
Item 9.  Undertakings

         The undersigned registrants hereby undertake:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)       To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933 unless the information required
         to be included in such post-effective amendment is contained in
         periodic reports filed by the registrants pursuant to Section 13 or
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in the registration statement;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement unless the information required to
         be included in such post-effective amendment is contained in periodic
         reports filed by the registrants pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement;

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)      That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, (and, with
respect to the Plan, each filing of the Plan's Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934), that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrants have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES

         The Company. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and State of New York on the 17th day
of August, 1999.

                                              MERRILL LYNCH & CO., INC.

                                              By  /s/  DAVID H. KOMANSKY
                                                 ----------------------------
                                                       David H. Komansky
                                                     (Chairman of the Board and
                                                      Chief Executive Officer)

         KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Komansky, E. Stanley O'Neal and
Stephen L. Hammerman, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to each Registration Statement amended hereby, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 17th day of August, 1999.
Signature                                                   Title
                   ---------                                                   -----
/s/ DAVID H. KOMANSKY                                       Chairman of the Board, Chief
---------------------------------------------------------            Executive Officer and Director
            (David H. Komansky)

         /s/ E. STANLEY O'NEAL                                       Executive Vice President and
---------------------------------------------------------            Chief Financial Officer (Principal
            (E. Stanley O'Neal)                                      Financial Officer)

         /s/ AHMASS L. FAKAHANY
---------------------------------------------------------            Senior Vice President and Controller
            (Ahmass L. Fakahany)                                     (Principal Accounting Officer)
5
Signature                                                           Title
                   ----------                                                          -----
/s/ W.H. CLARK                                                               Director
---------------------------------------------------------
            (W.H. Clark)

         /s/ JILL K. CONWAY                                                           Director
---------------------------------------------------------
            (Jill K. Conway)

         /s/ STEPHEN L. HAMMERMAN                                                     Director
---------------------------------------------------------
            (Stephen L. Hammerman)

         /s/ GEORGE B. HARVEY                                                         Director
---------------------------------------------------------
            (George B. Harvey)

         /s/ WILLIAM R. HOOVER                                                        Director
---------------------------------------------------------
            (William R. Hoover)

         /s/ ROBERT P. LUCIANO                                                        Director
---------------------------------------------------------
            (Robert P. Luciano)

         /s/ DAVID K. NEWBIGGING                                                      Director
---------------------------------------------------------
            (David K. Newbigging)

         /s/ AULANA L. PETERS                                                         Director
---------------------------------------------------------
            (Aulana L. Peters)

         /s/ JOHN J. PHELAN, JR.                                                      Director
---------------------------------------------------------
            (John J. Phelan, Jr.)

         /s/ JOHN L. STEFFENS                                                         Director
---------------------------------------------------------
            (John L. Steffens)

         /s/ WILLIAM L. WEISS                                                         Director
---------------------------------------------------------
            (William L. Weiss)
6
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee (the persons who administer the employee benefit plan)
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York and State of New
York, on the 17th day of August, 1999.

                                           MERRILL LYNCH & CO., INC.
                                           401(k) SAVINGS & INVESTMENT PLAN

                                           /s/ KENNETH J. REIFERT
                                          --------------------------------------
                                           Kenneth J. Reifert
                                           (Chairman, Administrative Committee)

                                       7
Exhibit Index
Exhibit No.       Description                                                                   Page
-----------       ------------                                                                  ----
4(a)            Restated Certificate of Incorporation of the Company effective
                  as of April 28, 1998 (incorporated by reference to Exhibit
                  3(i) to the Company's Quarterly Report on Form 10-Q for the
                  quarter ended March 27, 1998 (File No. 1-7182) ("1998 First
                  Quarter 10-Q"), and to Exhibit 3 to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended September 25, 1998
                  (File No. 1-7182)).
+ 4(b)            By-Laws of the Company, effective as of July 26, 1999.
  4(c)            Form of Amended and Restated Rights Agreement dated as of
                  December 2, 1997 between the Company and ChaseMellon
                  Shareholder Services, L.L.C. (incorporated by reference to
                  Exhibit 4 to the Company's Current Report on Form 8-K dated
                  December 2, 1997 (File No. 1-7182)).
  4(d)            Certificate of Designation of the Company establishing the
                  rights, preferences, privileges, qualifications, restrictions
                  and limitations relating to the Company's Series A Junior
                  Preferred Stock (incorporated by reference to Exhibit 3(i) to
                  the 1998 First Quarter 10-Q; specifically, those pages
                  attached as Exhibit A to Exhibit 3(i)).
  4(e)            Certificate of Designations of the Company establishing the
                  rights, preferences, privileges, qualifications, restrictions
                  and limitations relating to the Company's 9% Cumulative
                  Preferred Stock, Series A (incorporated by reference to
                  Exhibit 3(i) to the 1998 First Quarter 10-Q; specifically,
                  those pages attached as Exhibit B to Exhibit 3(i)).
+  5(a)           Opinion of Brown & Wood LLP.
   5(b)           Internal Revenue Service determination letter that the Plan is
                  qualified under ection 401 of the Internal Revenue Code
                  (incorporated by reference to Exhibit 5(b) to the Company's
                  Registration Statement on Form S-8 (File No. 333-00863) .
+ 15              Letter re: unaudited interim financial information.
+ 23(a)           Consent of Brown & Wood LLP (included as part of Exhibit 5
                  (a)).
+ 23(b)           Consent of Deloitte & Touche LLP.
+ 24              Power of Attorney (included on Page 5).

+ Filed herewith.
8