<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1995
                                                            REGISTRATION NO. 33-

================================================================================
                      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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            WORLD FINANCIAL CENTER
                                  NORTH TOWER
                           NEW YORK, NEW YORK  10281
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

           MERRILL LYNCH & CO., INC. 1996 DEFERRED COMPENSATION PLAN
                    FOR A SELECT GROUP OF ELIGIBLE EMPLOYEES
                            (Full title of the plan)

                             --------------------

                           ROSEMARY T. BERKERY, ESQ.
                           ASSOCIATE GENERAL COUNSEL
                           MERRILL LYNCH & CO., INC.
                            WORLD FINANCIAL CENTER
                                  NORTH TOWER
                        NEW YORK, NEW YORK  10281-1334
                        ------------------------------
                    (Name and Address of agent for service)

                                (212) 449-6990
      -------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                             --------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================

                                                                Proposed        Proposed maximum
 Title of Securities to be registered/(1)/    Amount to be   maximum offering  aggregate offering     Amount 
                                               registered       price per         price/(2)/       registration fee
                                                                obligation
                                              ------------   ----------------  ------------------  ----------------
<S>                                          <C>             <C>               <C>                 <C>
Deferred Compensation Obligations            $100,000,000    100%              $100,000,000        $34,482.76
=====================================================================================================================
</TABLE>

/(1)/ The Deferred Compensation Obligations are unsecured obligations of Merrill
      Lynch & Co., Inc. to pay deferred compensation in the future in accordance
      with the terms of the Merrill Lynch & Co., Inc. 1996 Deferred Compensation
      Plan for a Select Group of Eligible Employees.

/(2)/ Estimated solely for the purpose of determining the registration fee.

================================================================================
<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.  These documents and
     the documents incorporated by reference into this Registration Statement
     pursuant to Item 3 of Part II of this Registration Statement, 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 year ended December 30, 1994, Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1995 and Current Reports on Form 8-K dated
     January 12, 1995, January 23, 1995, February 8, 1995, February 9, 1995,
     March 3, 1995, March 9, 1995, April 18, 1995, May 2, 1995 and May 23, 1995
     filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), are hereby incorporated by reference into
     this Registration Statement.

        All documents filed by the Company 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 pursuant to this
     Registration Statement shall be deemed to be incorporated by reference into
     this Registration Statement 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 of this Registration Statement 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 of this Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.
 
        Under the Merrill Lynch & Co., Inc. 1996 Deferred Compensation Plan for
     a Select Group of Eligible Employees (the "Plan"), the Company will provide
     eligible employees the opportunity to enter into agreements for the
     deferral of a specified percentage of their cash compensation, exclusive of
     base salary. The obligations of the Company under such agreements (the
     "Obligations") will be unsecured general obligations of the Company to pay
     the deferred compensation in the future in accordance with the terms of the
     Plan, and will rank pari passu with other unsecured and unsubordinated
     indebtedness of the Company from time to time outstanding. However, because
     the Company is a holding company, the right of the Company, hence the right
     of creditors of the Company (including participants in the Plan), to
     participate in any distribution of the assets of any subsidiary upon its
     liquidation or reorganization or otherwise is necessarily subject to the
     prior claims of creditors of the subsidiary, except to the extent that

                                      -2-
<PAGE>
 
     claims of the Company itself as a creditor of the subsidiary may be
     recognized.  In addition, dividends, loans and advances from certain
     subsidiaries, including Merrill Lynch, Pierce, Fenner & Smith Incorporated,
     to the Company are restricted by net capital requirements under the
     Exchange Act, and under rules of certain exchanges and other regulatory
     bodies.

        The amount of compensation to be deferred by each participating employee
     (each a "Participant") will be determined in accordance with the Plan based
     on elections by each Participant.  Each Obligation will be payable on a
     date selected by each Participant in accordance with the terms of the Plan.
     The Obligations will be indexed to one or more Benchmark Return Options
     individually chosen by each Participant from a list of investment media
     (currently 25 mutual funds).  Each Participant's Obligation will be
     adjusted to reflect the investment experience, whether positive or
     negative, of the Selected Benchmark Return Options, including any
     appreciation or depreciation.  The Obligations will be denominated and be
     payable in United States dollars.

        A Participant's right or the right of any other person to the
     Obligations cannot be assigned, alienated, sold, garnished, transferred,
     pledged, or encumbered except by a written designation of a beneficiary
     under the Plan, by written will, or by the laws of descent and
     distribution.

        The Obligations are not subject to redemption, in whole or in part,
     prior to the individual payment dates specified by each Participant, at the
     option of the Company or through operation of a mandatory or optional
     sinking fund or analogous provision.  However, the Company reserves the
     right to amend or terminate the Plan at any time, except that no such
     amendment or termination shall adversely affect the right of each
     Participant to the balance of his or her deferred account as of the date of
     such amendment or termination.

        The Obligations are not convertible into another security of the
     Company.  The Obligations will not have the benefit of a negative pledge or
     any other affirmative or negative covenant on the part of the Company.  No
     trustee has been appointed having the authority to take action with respect
     to the Obligations and each Participant will be responsible for acting
     independently with respect to, among other things, the giving of notices,
     responding to any requests for consents, waivers or amendments pertaining
     to the Obligations, enforcing covenants and taking action upon a default.

     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

                                      -3-
<PAGE>
 
     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

     5       Opinion of Brown & Wood re: legality
             
     15      Letter re: unaudited interim financial information
             
     23 (a)  Consent of Brown & Wood (included as part of Exhibit 5)

     23 (b)  Consent of Deloitte & Touche LLP

     24      Power of Attorney (included on page 6)

     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;

                                      -4-
<PAGE>
 
     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 by the registrant pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934 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 purposes 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 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 herein,
     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 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 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
     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 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.

                                      -5-
<PAGE>
 
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
     Registrant 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, State of New York, on
     the 12th day of July, 1995.

                                              MERRILL LYNCH & CO., INC.


                                              By: /s/ Daniel P. Tully
                                                 ---------------------------
                                                 Daniel P. Tully
                                                 Chairman of the Board
                                                 and Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
     below constitutes and appoints Daniel P. Tully, David H. Komansky, Joseph
     T. Willett 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 12th day of July, 1995.

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

        /s/ Daniel P. Tully
- --------------------------------------  Chairman of the Board, Chief Executive
            Daniel P. Tully             Officer and Director
 

        /s/ David H. Komansky
- --------------------------------------  President, Chief Operating Officer
            David H. Komansky           and Director
 
 
        /s/ Joseph T. Willett
- --------------------------------------  Senior Vice President and Chief
            Joseph T. Willett           Financial Officer (Principal
                                        Financial and Accounting Officer)

                                     -6- 
<PAGE>
 
        /s/ William O. Bourke
- --------------------------------------  Director
            William O. Bourke
 
 
        /s/ Jill K. Conway
- --------------------------------------  Director
            Jill K. Conway
 
 
        /s/ Stephen L. Hammerman
- --------------------------------------  Director
            Stephen L. Hammerman
 
 
        /s/ Earle H. Harbison, Jr.
- --------------------------------------  Director
            Earle H. Harbison, Jr.
 

        /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/ Aulana L. Peters
- --------------------------------------  Director
            Aulana L. Peters


        /s/ John J. Phelan, Jr.
- --------------------------------------  Director
            John J. Phelan, Jr.


        /s/ William L. Weiss
- --------------------------------------  Director
            William L. Weiss

                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX
 
Exhibit No.    Description                                              Page
- -----------    -----------                                              ----
 
5              Opinion of Brown & Wood re: legality                        9
 
15             Letter re: unaudited interim financial information         10
 
23(a)          Consent of Brown & Wood (included as part of Exhibit 5)

23(b)          Consent of Deloitte & Touche LLP                           11
 
24             Power of Attorney                                           6

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21325}]
{"company-data": {"conformed-name": "MERRILL LYNCH & CO INC", "cik": "0000065100", "assigned-sic": "6211", "irs-number": "132740599", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60989", "film-number": "95553468"}, "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 ST", "street2": "WORLD FINANCIAL CTR N TOWER", "city": "NEW YORK", "state": "NY", "zip": "10281-1334"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1995
                                                            REGISTRATION NO. 33-

================================================================================
                      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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            WORLD FINANCIAL CENTER
                                  NORTH TOWER
                           NEW YORK, NEW YORK  10281
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

           MERRILL LYNCH & CO., INC. 1996 DEFERRED COMPENSATION PLAN
                    FOR A SELECT GROUP OF ELIGIBLE EMPLOYEES
                            (Full title of the plan)

                             --------------------

                           ROSEMARY T. BERKERY, ESQ.
                           ASSOCIATE GENERAL COUNSEL
                           MERRILL LYNCH & CO., INC.
                            WORLD FINANCIAL CENTER
                                  NORTH TOWER
                        NEW YORK, NEW YORK  10281-1334
                        ------------------------------
                    (Name and Address of agent for service)

                                (212) 449-6990
      -------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                             --------------------

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================

                                                                Proposed        Proposed maximum
 Title of Securities to be registered/(1)/    Amount to be   maximum offering  aggregate offering     Amount 
                                               registered       price per         price/(2)/       registration fee
                                                                obligation
                                              ------------   ----------------  ------------------  ----------------
Deferred Compensation Obligations            $100,000,000    100%              $100,000,000        $34,482.76
=====================================================================================================================
/(1)/ The Deferred Compensation Obligations are unsecured obligations of Merrill
      Lynch & Co., Inc. to pay deferred compensation in the future in accordance
      with the terms of the Merrill Lynch & Co., Inc. 1996 Deferred Compensation
      Plan for a Select Group of Eligible Employees.

/(2)/ Estimated solely for the purpose of determining the registration fee.

================================================================================
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.  These documents and
     the documents incorporated by reference into this Registration Statement
     pursuant to Item 3 of Part II of this Registration Statement, 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 year ended December 30, 1994, Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1995 and Current Reports on Form 8-K dated
     January 12, 1995, January 23, 1995, February 8, 1995, February 9, 1995,
     March 3, 1995, March 9, 1995, April 18, 1995, May 2, 1995 and May 23, 1995
     filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), are hereby incorporated by reference into
     this Registration Statement.

        All documents filed by the Company 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 pursuant to this
     Registration Statement shall be deemed to be incorporated by reference into
     this Registration Statement 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 of this Registration Statement 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 of this Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.
 
        Under the Merrill Lynch & Co., Inc. 1996 Deferred Compensation Plan for
     a Select Group of Eligible Employees (the "Plan"), the Company will provide
     eligible employees the opportunity to enter into agreements for the
     deferral of a specified percentage of their cash compensation, exclusive of
     base salary. The obligations of the Company under such agreements (the
     "Obligations") will be unsecured general obligations of the Company to pay
     the deferred compensation in the future in accordance with the terms of the
     Plan, and will rank pari passu with other unsecured and unsubordinated
     indebtedness of the Company from time to time outstanding. However, because
     the Company is a holding company, the right of the Company, hence the right
     of creditors of the Company (including participants in the Plan), to
     participate in any distribution of the assets of any subsidiary upon its
     liquidation or reorganization or otherwise is necessarily subject to the
     prior claims of creditors of the subsidiary, except to the extent that

                                      -2-
claims of the Company itself as a creditor of the subsidiary may be
     recognized.  In addition, dividends, loans and advances from certain
     subsidiaries, including Merrill Lynch, Pierce, Fenner & Smith Incorporated,
     to the Company are restricted by net capital requirements under the
     Exchange Act, and under rules of certain exchanges and other regulatory
     bodies.

        The amount of compensation to be deferred by each participating employee
     (each a "Participant") will be determined in accordance with the Plan based
     on elections by each Participant.  Each Obligation will be payable on a
     date selected by each Participant in accordance with the terms of the Plan.
     The Obligations will be indexed to one or more Benchmark Return Options
     individually chosen by each Participant from a list of investment media
     (currently 25 mutual funds).  Each Participant's Obligation will be
     adjusted to reflect the investment experience, whether positive or
     negative, of the Selected Benchmark Return Options, including any
     appreciation or depreciation.  The Obligations will be denominated and be
     payable in United States dollars.

        A Participant's right or the right of any other person to the
     Obligations cannot be assigned, alienated, sold, garnished, transferred,
     pledged, or encumbered except by a written designation of a beneficiary
     under the Plan, by written will, or by the laws of descent and
     distribution.

        The Obligations are not subject to redemption, in whole or in part,
     prior to the individual payment dates specified by each Participant, at the
     option of the Company or through operation of a mandatory or optional
     sinking fund or analogous provision.  However, the Company reserves the
     right to amend or terminate the Plan at any time, except that no such
     amendment or termination shall adversely affect the right of each
     Participant to the balance of his or her deferred account as of the date of
     such amendment or termination.

        The Obligations are not convertible into another security of the
     Company.  The Obligations will not have the benefit of a negative pledge or
     any other affirmative or negative covenant on the part of the Company.  No
     trustee has been appointed having the authority to take action with respect
     to the Obligations and each Participant will be responsible for acting
     independently with respect to, among other things, the giving of notices,
     responding to any requests for consents, waivers or amendments pertaining
     to the Obligations, enforcing covenants and taking action upon a default.

     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

                                      -3-
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

     5       Opinion of Brown & Wood re: legality
             
     15      Letter re: unaudited interim financial information
             
     23 (a)  Consent of Brown & Wood (included as part of Exhibit 5)

     23 (b)  Consent of Deloitte & Touche LLP

     24      Power of Attorney (included on page 6)

     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;

                                      -4-
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 by the registrant pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934 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 purposes 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 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 herein,
     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 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 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
     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 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.

                                      -5-
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
     Registrant 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, State of New York, on
     the 12th day of July, 1995.

                                              MERRILL LYNCH & CO., INC.

                                              By: /s/ Daniel P. Tully
                                                 ---------------------------
                                                 Daniel P. Tully
                                                 Chairman of the Board
                                                 and Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
     below constitutes and appoints Daniel P. Tully, David H. Komansky, Joseph
     T. Willett 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 12th day of July, 1995.

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

        /s/ Daniel P. Tully
- --------------------------------------  Chairman of the Board, Chief Executive
            Daniel P. Tully             Officer and Director
 

        /s/ David H. Komansky
- --------------------------------------  President, Chief Operating Officer
            David H. Komansky           and Director
 
 
        /s/ Joseph T. Willett
- --------------------------------------  Senior Vice President and Chief
            Joseph T. Willett           Financial Officer (Principal
                                        Financial and Accounting Officer)

                                     -6-
/s/ William O. Bourke
- --------------------------------------  Director
            William O. Bourke
 
 
        /s/ Jill K. Conway
- --------------------------------------  Director
            Jill K. Conway
 
 
        /s/ Stephen L. Hammerman
- --------------------------------------  Director
            Stephen L. Hammerman
 
 
        /s/ Earle H. Harbison, Jr.
- --------------------------------------  Director
            Earle H. Harbison, Jr.
 

        /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/ Aulana L. Peters
- --------------------------------------  Director
            Aulana L. Peters

        /s/ John J. Phelan, Jr.
- --------------------------------------  Director
            John J. Phelan, Jr.

        /s/ William L. Weiss
- --------------------------------------  Director
            William L. Weiss

                                      -7-
EXHIBIT INDEX
 
Exhibit No.    Description                                              Page
- -----------    -----------                                              ----
 
5              Opinion of Brown & Wood re: legality                        9
 
15             Letter re: unaudited interim financial information         10
 
23(a)          Consent of Brown & Wood (included as part of Exhibit 5)

23(b)          Consent of Deloitte & Touche LLP                           11
 
24             Power of Attorney                                           6

                                      -8-