<PAGE>

   As filed with the Securities and Exchange Commission on January 6, 1994
                                                 Registration No. 33-_______
                                                 Registration No. 33-33336
                                                 (Post-Effective Amendment No.1)





                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   Form S-8
                            REGISTRATION STATEMENT
                                      and
                        POST-EFFECTIVE AMENDMENT NO. 1
                                      to
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

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

                           MERRILL LYNCH & CO., INC.
            (Exact name of registrant as specified in its charter)
<TABLE>
<S>                       <C>                          <C>
  DELAWARE                         MERRILL LYNCH WORLD          13-2740599
(State or other jurisdiction          HEADQUARTERS              (I.R.S. Employer
of incorporation or organization)      NORTH TOWER              Identification No.)
                                  WORLD FINANCIAL CENTER
                                 NEW YORK, NEW YORK 10281
                         (Address of Principal Executive Offices)
 
 
</TABLE>
                             --------------------
        
        MERRILL LYNCH & CO., INC. LONG-TERM INCENTIVE COMPENSATION PLAN
                           (Full title of the plan)

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

             ROSEMARY T. BERKERY, ESQ., Associate General Counsel
                       Merrill Lynch & Co., Inc.       
                      Merrill Lynch World Headquarters   
                     North Tower, World Financial Center  
                      New York, New York 10281-1334     
                   (Name and address of agent for service) 
  Telephone number, including area code, of agent for service: (212) 449-6990
<TABLE>
<CAPTION>                                CALCULATION OF REGISTRATION FEE 
- ------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>           <C>              <C>             
                                               Proposed                                              
                                               Maximum         Proposed                              
                                               Offering        Maximum        Amount of              
Title of Securities           Amount to         Price         Aggregate      Registration            
 to be Registered           be Registered      Per Share    Offering Price       Fee                  
- -------------------------  ---------------   ------------- ---------------- -------------
Common Stock,
  par value $1.33 1/3 per
  share (including Pre-
  ferred Stock Purchase
  Rights) (1)...............40,000,000         $40.125        $1,605,000,000   $553,404.00  (2)
- ------------------------------------------------------------------------------------------------------ 
</TABLE>
<PAGE>







      (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.

           Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
      to which this Registration Statement and Post-Effective Amendment to
      Registration Statement relate is a combined prospectus and relates to
      Registration Statement No. 33-33336 filed by the Registrant on Form S-8 on
      February 7, 1990.  The Post-Effective Amendment constitutes Post-Effective
      Amendment No. 1 to Registration Statement No. 33-33336 and 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.  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.
<PAGE>


                                    PART II
                                        
             INFORMATION NOT 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 25, 1992, Quarterly Reports on Form
      10-Q for the quarters ended March 26, 1993, June 25, 1993 and September
      24, 1993, Form 8-A/A dated October 11, 1993, and Current Reports on Form
      8-K dated January 25, 1993, January 26, 1993, January 28, 1993, February
      1, 1993, February 22, 1993, March 1, 1993, March 19, 1993, April 13, 1993,
      April 15, 1993, April 22, 1993, April 27, 1993, April 29, 1993, June 24,
      1993, June 28, 1993, July 7, 1993, July 13, 1993, July 27, 1993, September
      8, 1993, September 13, 1993, September 23, 1993, October 7, 1993, October
      11, 1993, October 15, 1993, October 27, 1993, December 17, 1993, December 
      22, 1993, December 27, 1993 and December 30, 1993 filed pursuant to
      Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
      are hereby incorporated by reference into this Registration Statement and
      Post- Effective Amendment to 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 and Post-Effective Amendment to Registration
      Statement shall be deemed to be incorporated by reference into this
      Registration Statement and Post-Effective Amendment to 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 and Post-Effective
      Amendment to 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 and Post-Effective Amendment to Registration
      Statement.

      ITEM 4.  DESCRIPTION OF SECURITIES.

           Not Applicable.

      ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

           None.
<PAGE>


      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, 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 effective April 24, 1987, as
              amended April 29, 1993 (incorporated by reference as an exhibit
              hereto from Exhibit 3 to the Company's Quarterly Report on Form
              10-Q for the quarter ended March 27, 1987 and from Exhibit 3 to
              the Company's Quarterly Report on Form 10-Q for the quarter ended
              March 26, 1993 (File No. 1-7182))
       4(b)*  By-Laws effective October 25, 1993 (incorporated by reference as
              an exhibit hereto from Exhibit 3(i) to the Company's Quarterly
              Report on Form 10-Q for the quarter ended September 24, 1993)
       4(c)*  Form of Common Stock Certificate (incorporated by reference as an
              exhibit hereto from Exhibit 4(c) to Registration Statement on Form
              S-8 No. 33-41942)

   *  Not separately filed herewith.
<PAGE>
 
       4(d)* Certificate of Designation dated December 17, 1987 regarding Series
             A Junior Preferred Stock (incorporated by reference as an exhibit
             from Exhibit 3(f) to Registration Statement on Form S-3 No.
             33-19975)
       4(e)* Certificate of Designation dated March 30, 1988 (incorporated by
             reference as an exhibit hereto from Exhibit 3 to ML & Co., Current
             Report on Form 8-K dated March 30, 1988 (File No. 1-7182))
       4(f)* Rights Agreement, including form of Preferred Stock Purchase
             Rights, dated as of December 16, 1987 (incorporated by reference as
             an exhibit hereto from Exhibit 1 to ML & Co.'s Current Report on
             Form 8-K dated December 16, 1987 (File No. 1-7182))
       5     Opinion of Brown & Wood re: legality
      15   * Letter re: unaudited interim financial information (incorporated by
             reference as an exhibit hereto from Exhibit 15 to the Company's
             Quarterly Report on Form 10-Q for the quarter ended September 24,
             1993)
      23     Consents of Brown & Wood and Deloitte & Touche
      24     Power of Attorney (included on page 8)

      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 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.

           (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.
                        ---- ----                  
<PAGE>
 
           (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 ML & Co.'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 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 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 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.
<PAGE>

                                   SIGNATURES
                                        
           The Registrant.  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 and the Post-Effective
      Amendment to be signed on its behalf by the undersigned, thereunto duly
      authorized, in The City of New York, State of New York, on the 6th day of
      January, 1994. 

                                               MERRILL LYNCH & CO., INC.
       
                                                    /s/ Daniel P. Tully
                                               By: ________________________
                                                    Daniel P. Tully
                                                   (Chairman of the Board)

           KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
      appears below constitutes and appoints Daniel P. Tully, Stephen L.
      Hammerman and Joseph T. Willett, 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 AND THE POST-EFFECTIVE AMENDMENT HAVE BEEN SIGNED
      BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE    DAY
      OF DECEMBER, 1993.

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

           /s/ Daniel P. Tully
           ________________________       Chairman of the Board and Director
           (Daniel P. Tully)              (Chief Executive Officer)

           /s/ Joseph T. Willett
           _________________________      Senior Vice President,
           (Joseph T. Willett)            Chief Financial Officer and Controller
<PAGE>

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


         /s/ William O. Bourke                              ____________________
      _____________________________________                    Director
           (William O. Bourke)


         /s/ Jill K. Conway                                 ____________________
      _____________________________________                    Director
           (Jill K. Conway)


        /s/ William J. Crowe, Jr.                           ____________________
      ____________________________________                     Director
           (William J. Crowe, Jr.)


        /s/ Stephen L. Hammerman                            ____________________
      ____________________________________                     Director
           (Stephen L. Hammerman)


        /s/ Robert A. Hanson                                ____________________
      ___________________________________                      Director
           (Robert A. Hanson)


        /s/ Earle H. Harbison, Jr.                          ____________________
      ___________________________________                      Director
           (Earle H. Harbison, Jr.)

        /s/ George B. Harvey
      __________________________________                    ____________________
           (George B. Harvey)                                  Director


        /s/ Robert P. Luciano                               ____________________
      __________________________________                       Director
           (Robert P. Luciano)


        /s/ John J. Phelan, Jr.                             ____________________
      ____________________________________                     Director
           (John J. Phelan, Jr.)


        /s/ Charles A. Sanders                              ____________________
      ___________________________________                      Director
           (Charles A. Sanders)

        /s/ William L. Weiss
      ___________________________________                   ____________________
           (William L. Weiss)                                  Director
<PAGE>




                                 EXHIBIT INDEX


      Exhibit No.  Description                                      Page
      -----------  -----------                                      ----

      5          Opinion of Brown & Wood re: legality

      23         Consents of Brown & Wood and Deloitte & Touche
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21610}]
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As filed with the Securities and Exchange Commission on January 6, 1994
                                                 Registration No. 33-_______
                                                 Registration No. 33-33336
                                                 (Post-Effective Amendment No.1)

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   Form S-8
                            REGISTRATION STATEMENT
                                      and
                        POST-EFFECTIVE AMENDMENT NO. 1
                                      to
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

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

                           MERRILL LYNCH & CO., INC.
            (Exact name of registrant as specified in its charter)
DELAWARE                         MERRILL LYNCH WORLD          13-2740599
(State or other jurisdiction          HEADQUARTERS              (I.R.S. Employer
of incorporation or organization)      NORTH TOWER              Identification No.)
                                  WORLD FINANCIAL CENTER
                                 NEW YORK, NEW YORK 10281
                         (Address of Principal Executive Offices)
--------------------
        
        MERRILL LYNCH & CO., INC. LONG-TERM INCENTIVE COMPENSATION PLAN
                           (Full title of the plan)

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

             ROSEMARY T. BERKERY, ESQ., Associate General Counsel
                       Merrill Lynch & Co., Inc.       
                      Merrill Lynch World Headquarters   
                     North Tower, World Financial Center  
                      New York, New York 10281-1334     
                   (Name and address of agent for service) 
  Telephone number, including area code, of agent for service: (212) 449-6990
CALCULATION OF REGISTRATION FEE 
- ------------------------------------------------------------------------------------------------------
Proposed                                              
                                               Maximum         Proposed                              
                                               Offering        Maximum        Amount of              
Title of Securities           Amount to         Price         Aggregate      Registration            
 to be Registered           be Registered      Per Share    Offering Price       Fee                  
- -------------------------  ---------------   ------------- ---------------- -------------
Common Stock,
  par value $1.33 1/3 per
  share (including Pre-
  ferred Stock Purchase
  Rights) (1)...............40,000,000         $40.125        $1,605,000,000   $553,404.00  (2)
- ------------------------------------------------------------------------------------------------------
(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.

           Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
      to which this Registration Statement and Post-Effective Amendment to
      Registration Statement relate is a combined prospectus and relates to
      Registration Statement No. 33-33336 filed by the Registrant on Form S-8 on
      February 7, 1990.  The Post-Effective Amendment constitutes Post-Effective
      Amendment No. 1 to Registration Statement No. 33-33336 and 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.  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 NOT 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 25, 1992, Quarterly Reports on Form
      10-Q for the quarters ended March 26, 1993, June 25, 1993 and September
      24, 1993, Form 8-A/A dated October 11, 1993, and Current Reports on Form
      8-K dated January 25, 1993, January 26, 1993, January 28, 1993, February
      1, 1993, February 22, 1993, March 1, 1993, March 19, 1993, April 13, 1993,
      April 15, 1993, April 22, 1993, April 27, 1993, April 29, 1993, June 24,
      1993, June 28, 1993, July 7, 1993, July 13, 1993, July 27, 1993, September
      8, 1993, September 13, 1993, September 23, 1993, October 7, 1993, October
      11, 1993, October 15, 1993, October 27, 1993, December 17, 1993, December 
      22, 1993, December 27, 1993 and December 30, 1993 filed pursuant to
      Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
      are hereby incorporated by reference into this Registration Statement and
      Post- Effective Amendment to 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 and Post-Effective Amendment to Registration
      Statement shall be deemed to be incorporated by reference into this
      Registration Statement and Post-Effective Amendment to 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 and Post-Effective
      Amendment to 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 and Post-Effective Amendment to Registration
      Statement.

      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, 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 effective April 24, 1987, as
              amended April 29, 1993 (incorporated by reference as an exhibit
              hereto from Exhibit 3 to the Company's Quarterly Report on Form
              10-Q for the quarter ended March 27, 1987 and from Exhibit 3 to
              the Company's Quarterly Report on Form 10-Q for the quarter ended
              March 26, 1993 (File No. 1-7182))
       4(b)*  By-Laws effective October 25, 1993 (incorporated by reference as
              an exhibit hereto from Exhibit 3(i) to the Company's Quarterly
              Report on Form 10-Q for the quarter ended September 24, 1993)
       4(c)*  Form of Common Stock Certificate (incorporated by reference as an
              exhibit hereto from Exhibit 4(c) to Registration Statement on Form
              S-8 No. 33-41942)

   *  Not separately filed herewith.
4(d)* Certificate of Designation dated December 17, 1987 regarding Series
             A Junior Preferred Stock (incorporated by reference as an exhibit
             from Exhibit 3(f) to Registration Statement on Form S-3 No.
             33-19975)
       4(e)* Certificate of Designation dated March 30, 1988 (incorporated by
             reference as an exhibit hereto from Exhibit 3 to ML & Co., Current
             Report on Form 8-K dated March 30, 1988 (File No. 1-7182))
       4(f)* Rights Agreement, including form of Preferred Stock Purchase
             Rights, dated as of December 16, 1987 (incorporated by reference as
             an exhibit hereto from Exhibit 1 to ML & Co.'s Current Report on
             Form 8-K dated December 16, 1987 (File No. 1-7182))
       5     Opinion of Brown & Wood re: legality
      15   * Letter re: unaudited interim financial information (incorporated by
             reference as an exhibit hereto from Exhibit 15 to the Company's
             Quarterly Report on Form 10-Q for the quarter ended September 24,
             1993)
      23     Consents of Brown & Wood and Deloitte & Touche
      24     Power of Attorney (included on page 8)

      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 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.

           (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 ML & Co.'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 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 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 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.
SIGNATURES
                                        
           The Registrant.  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 and the Post-Effective
      Amendment to be signed on its behalf by the undersigned, thereunto duly
      authorized, in The City of New York, State of New York, on the 6th day of
      January, 1994. 

                                               MERRILL LYNCH & CO., INC.
       
                                                    /s/ Daniel P. Tully
                                               By: ________________________
                                                    Daniel P. Tully
                                                   (Chairman of the Board)

           KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
      appears below constitutes and appoints Daniel P. Tully, Stephen L.
      Hammerman and Joseph T. Willett, 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 AND THE POST-EFFECTIVE AMENDMENT HAVE BEEN SIGNED
      BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE    DAY
      OF DECEMBER, 1993.

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

           /s/ Daniel P. Tully
           ________________________       Chairman of the Board and Director
           (Daniel P. Tully)              (Chief Executive Officer)

           /s/ Joseph T. Willett
           _________________________      Senior Vice President,
           (Joseph T. Willett)            Chief Financial Officer and Controller
Signature                      Title
           ---------                      -----

         /s/ William O. Bourke                              ____________________
      _____________________________________                    Director
           (William O. Bourke)

         /s/ Jill K. Conway                                 ____________________
      _____________________________________                    Director
           (Jill K. Conway)

        /s/ William J. Crowe, Jr.                           ____________________
      ____________________________________                     Director
           (William J. Crowe, Jr.)

        /s/ Stephen L. Hammerman                            ____________________
      ____________________________________                     Director
           (Stephen L. Hammerman)

        /s/ Robert A. Hanson                                ____________________
      ___________________________________                      Director
           (Robert A. Hanson)

        /s/ Earle H. Harbison, Jr.                          ____________________
      ___________________________________                      Director
           (Earle H. Harbison, Jr.)

        /s/ George B. Harvey
      __________________________________                    ____________________
           (George B. Harvey)                                  Director

        /s/ Robert P. Luciano                               ____________________
      __________________________________                       Director
           (Robert P. Luciano)

        /s/ John J. Phelan, Jr.                             ____________________
      ____________________________________                     Director
           (John J. Phelan, Jr.)

        /s/ Charles A. Sanders                              ____________________
      ___________________________________                      Director
           (Charles A. Sanders)

        /s/ William L. Weiss
      ___________________________________                   ____________________
           (William L. Weiss)                                  Director
EXHIBIT INDEX

      Exhibit No.  Description                                      Page
      -----------  -----------                                      ----

      5          Opinion of Brown & Wood re: legality

      23         Consents of Brown & Wood and Deloitte & Touche