<PAGE>

    As filed with the Securities and Exchange Commission on December 13, 1999

                                                           Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ------------

                                    FORM S-8
                             Registration Statement
                                      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. Long-Term Incentive Compensation Plan
                           for Managers and Producers
                            (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>
================================ ========================== =========================== =============================
<S>                              <C>                        <C>                          <C>
      Title of securities                Amount to          Proposed maximum offering    Proposed maximum aggregate
       to be registered                be registered             price per share             offering price(2)
================================ ========================== =========================== =============================
Common Stock, par value
$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights) (1)...........      40,000,000 shares               $80.375                   $3,215,000,000
================================ ========================== =========================== =============================
</TABLE>
================================ ================================
      Title of securities                 Amount of
       to be registered                registration fee
================================ ================================
Common Stock, par value
$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights) (1)...........           $848,760.00
================================ ================================

  (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)  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 December 7, 1999.

================================================================================
<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  key  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,  June 25, 1999,  and September 24, 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,  August 4, 1999 (two reports),  September 20, 1999,  October 12, 1999, and
October 27, 1999, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act"), are 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.

         The authorized  capital stock of the Company  consists of 1,000,000,000
shares of common stock,  par value  $1.33-1/3 per share  ("Common  Stock"),  and
25,000,000  shares of preferred  stock,  par value $1.00 per share,  issuable in
series  ("Preferred  Stock").  As of November 26, 1999,  there were  367,340,195
shares of Common  Stock  and  4,009,359  Exchangeable  Shares  outstanding.  The
Exchangeable  Shares  are  exchangeable  at any  time  into  Common  Stock  on a
one-for-one  basis and  entitle  holders to  dividend,  voting and other  rights
equivalent to Common  Stock.  The holders of shares of Common Stock are entitled
to one vote for each share held and each share of Common  Stock is  entitled  to
participate equally in dividends out of funds legally available therefor, as and
when declared by the Board of Directors,  and in the  distribution  of assets in
the event of  liquidation.  The  shares of Common  Stock have no  preemptive  or
conversion  rights,  redemption  provisions  or  sinking  fund  provisions.  The
outstanding  shares of Common Stock are, and the shares  offered hereby will be,
duly and validly issued, fully paid and nonassessable. Each share is eligible to
participate  under the Rights  Agreement  referenced  below  and,  to the extent
specified therein, to purchase certain securities upon the occurrence of certain
events specified in the Rights Agreement.

         The  Board of  Directors  of the  Company,  without  further  action by
stockholders,  has the authority to issue shares of Preferred Stock from time to
time in one or more  series  and to fix the  powers  (including  voting  power),
designations,  preferences  as  to  dividends  and  liquidation,  and  relative,
participating,  optional,  or  other  special  rights  and  the  qualifications,
limitations,  or  restrictions  thereof.  As of November  26,  1999,  there were
17,000,000  Depositary  Shares  issued each  representing  a one-four  hundredth
interest in a share of the Company's 9%  Cumulative  Preferred  Stock,  Series A
(the "9% Preferred Stock"). The 9% Preferred Stock is a single series consisting
of 42,500 shares with an aggregate liquidation preference of $425,000,000. As of
November 26, 1999,  there were 42,500 shares of 9% Preferred Stock  outstanding.
From time to time, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S")
may

                                       2
<PAGE>

occasionally  acquire a temporary  position in the Depositary  Shares. As of
November  26,  1999,  the  Depositary  Shares  held by MLPF&S for the purpose of
resale was not  material.  The 9% Preferred  Stock has dividend and  liquidation
preference  over the Common Stock and over the Series A Junior  Preferred  Stock
issuable pursuant to a Rights Agreement dated as of December 2, 1997 between the
Company and ChaseMellon Shareholder Services, L.L.C.

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 or she
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 or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  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 or her 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 (incorporated by
         reference to Exhibit 3 to the Company's  Quarterly  Report on Form 10-Q
         for the quarter ended September 24, 1999 (File No. 1-7182)).
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 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        Opinion of Brown & Wood LLP.
15       Letter re: unaudited interim financial information.

                                       3
<PAGE>

23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5).
23(b)    Consent of Deloitte & Touche LLP.
24       Power of Attorney (included on page 5).

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (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;

                  (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;

                  (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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on  Form  S-8  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the SEC by the registrant  pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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  registrant's  annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act, that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
hereof.

         (c) Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the  provisions  referred to in Item 6 of
this registration statement, or otherwise,  the registrant has been advised that
in the  opinion  of the SEC 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
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant will, unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

         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 13th day of
December, 1999.

                                           MERRILL LYNCH & CO., INC.


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

         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 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 13th day of December, 1999.




         Signature                                Title
         ---------                                -----

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

   /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
--------------------------------         (Principal Accounting Officer)
     (Ahmass L. Fakahany)



                                       5
<PAGE>

         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
<PAGE>

                                  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
             (incorporated  by  reference  to  Exhibit  3 to the  Company's
             Quarterly  Report on Form 10-Q for the quarter ended September
             24, 1999 (File No. 1-7182)).

   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 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         Opinion of Brown & Wood LLP.

+  15        Letter re: unaudited interim financial information.

+  23(a)     Consent of Brown & Wood LLP (included as part of Exhibit 5).

+  23(b)     Consent of Deloitte & Touche LLP.

+  24        Power of Attorney (included on page 5).


+   Filed herewith.

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24164}]
{"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": "333-92663", "film-number": "99773691"}, "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 December 13, 1999

                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ------------

                                    FORM S-8
                             Registration Statement
                                      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. Long-Term Incentive Compensation Plan
                           for Managers and Producers
                            (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
       to be registered                be registered             price per share             offering price(2)
================================ ========================== =========================== =============================
Common Stock, par value
$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights) (1)...........      40,000,000 shares               $80.375                   $3,215,000,000
================================ ========================== =========================== =============================
================================ ================================
      Title of securities                 Amount of
       to be registered                registration fee
================================ ================================
Common Stock, par value
$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights) (1)...........           $848,760.00
================================ ================================

  (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)  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 December 7, 1999.

================================================================================
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  key  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,  June 25, 1999,  and September 24, 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,  August 4, 1999 (two reports),  September 20, 1999,  October 12, 1999, and
October 27, 1999, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act"), are 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.

         The authorized  capital stock of the Company  consists of 1,000,000,000
shares of common stock,  par value  $1.33-1/3 per share  ("Common  Stock"),  and
25,000,000  shares of preferred  stock,  par value $1.00 per share,  issuable in
series  ("Preferred  Stock").  As of November 26, 1999,  there were  367,340,195
shares of Common  Stock  and  4,009,359  Exchangeable  Shares  outstanding.  The
Exchangeable  Shares  are  exchangeable  at any  time  into  Common  Stock  on a
one-for-one  basis and  entitle  holders to  dividend,  voting and other  rights
equivalent to Common  Stock.  The holders of shares of Common Stock are entitled
to one vote for each share held and each share of Common  Stock is  entitled  to
participate equally in dividends out of funds legally available therefor, as and
when declared by the Board of Directors,  and in the  distribution  of assets in
the event of  liquidation.  The  shares of Common  Stock have no  preemptive  or
conversion  rights,  redemption  provisions  or  sinking  fund  provisions.  The
outstanding  shares of Common Stock are, and the shares  offered hereby will be,
duly and validly issued, fully paid and nonassessable. Each share is eligible to
participate  under the Rights  Agreement  referenced  below  and,  to the extent
specified therein, to purchase certain securities upon the occurrence of certain
events specified in the Rights Agreement.

         The  Board of  Directors  of the  Company,  without  further  action by
stockholders,  has the authority to issue shares of Preferred Stock from time to
time in one or more  series  and to fix the  powers  (including  voting  power),
designations,  preferences  as  to  dividends  and  liquidation,  and  relative,
participating,  optional,  or  other  special  rights  and  the  qualifications,
limitations,  or  restrictions  thereof.  As of November  26,  1999,  there were
17,000,000  Depositary  Shares  issued each  representing  a one-four  hundredth
interest in a share of the Company's 9%  Cumulative  Preferred  Stock,  Series A
(the "9% Preferred Stock"). The 9% Preferred Stock is a single series consisting
of 42,500 shares with an aggregate liquidation preference of $425,000,000. As of
November 26, 1999,  there were 42,500 shares of 9% Preferred Stock  outstanding.
From time to time, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S")
may

                                       2
occasionally  acquire a temporary  position in the Depositary  Shares. As of
November  26,  1999,  the  Depositary  Shares  held by MLPF&S for the purpose of
resale was not  material.  The 9% Preferred  Stock has dividend and  liquidation
preference  over the Common Stock and over the Series A Junior  Preferred  Stock
issuable pursuant to a Rights Agreement dated as of December 2, 1997 between the
Company and ChaseMellon Shareholder Services, L.L.C.

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 or she
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 or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  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 or her 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 (incorporated by
         reference to Exhibit 3 to the Company's  Quarterly  Report on Form 10-Q
         for the quarter ended September 24, 1999 (File No. 1-7182)).
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 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        Opinion of Brown & Wood LLP.
15       Letter re: unaudited interim financial information.

                                       3
23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5).
23(b)    Consent of Deloitte & Touche LLP.
24       Power of Attorney (included on page 5).

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (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;

                  (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;

                  (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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on  Form  S-8  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the SEC by the registrant  pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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  registrant's  annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act, that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
hereof.

         (c) Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the  provisions  referred to in Item 6 of
this registration statement, or otherwise,  the registrant has been advised that
in the  opinion  of the SEC 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
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant will, unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         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 13th day of
December, 1999.

                                           MERRILL LYNCH & CO., INC.

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

         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 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 13th day of December, 1999.

         Signature                                Title
         ---------                                -----

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

   /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
--------------------------------         (Principal Accounting Officer)
     (Ahmass L. Fakahany)

                                       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
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
             (incorporated  by  reference  to  Exhibit  3 to the  Company's
             Quarterly  Report on Form 10-Q for the quarter ended September
             24, 1999 (File No. 1-7182)).

   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 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         Opinion of Brown & Wood LLP.

+  15        Letter re: unaudited interim financial information.

+  23(a)     Consent of Brown & Wood LLP (included as part of Exhibit 5).

+  23(b)     Consent of Deloitte & Touche LLP.

+  24        Power of Attorney (included on page 5).

+   Filed herewith.

                                       7