MERRILL LYNCH & CO INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
COMMISSION FILE NUMBER 1-7182

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
250 VESEY STREET
NEW YORK, NEW YORK 10281
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (212) 449-1000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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Common Stock-par value $1.33 1/3 New York Stock Exchange; Chicago
Stock Exchange; The Pacific Stock
Exchange; The Paris Stock
Exchange; London Stock Exchange
and The Tokyo Stock Exchange

Rights to Purchase Series A Junior New York Stock Exchange; Chicago
Preferred Stock Stock Exchange; The Pacific Stock
Exchange; The Paris Stock
Exchange; London Stock Exchange
and The Tokyo Stock Exchange

S&P 500 Market Index Target-Term New York Stock Exchange
Securities ("MITTS") due August 29,
1997; S&P 500 MITTS due July 31, 1998;
European Portfolio MITTS due June 30,
1999; Global Telecommunications
Portfolio MITTS due October 15, 1998;
Stock Market Annual Reset Term Notes
("SMART Notes") due December 31, 1997;
SMART Notes due December 31, 1999
(Series A); Global Bond Linked
Securities ("GloBLS") due December 31,
1998; Equity Participation Securities
with Minimum Return Protection due June
30, 1999; Currency Protected Notes
("CPNs") due December 31, 1998

Constant Maturity U.S. Treasury Yield American Stock Exchange
Increase Warrants, expiring August 25,
1995; Japan Index Equity Participation
Securities with Minimum Return
Protection due January 31, 2000; AMEX
Hong Kong 30 Index Call Warrants with
Optional Reset, expiring December 15,
1995; U.S. Dollar/Deutsche Mark Put
Currency Warrants, expiring March 15,
1995

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

As of February 23, 1994, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was approximately $8.89 billion.

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date: 212,582,125 shares of Common
Stock (as of February 23, 1994) which includes 8,932,332 shares held by Merrill
Lynch & Co., Inc. Employee Stock Ownership Plan that are not considered
outstanding for accounting purposes.*

DOCUMENTS INCORPORATED BY REFERENCE

1. Certain portions of the Merrill Lynch & Co., Inc. 1993 Annual Report to
Stockholders (for the fiscal year ended December 31, 1993) are incorporated
in Parts I and II by reference.
2. Certain portions of the Merrill Lynch & Co., Inc. Proxy Statement for its
1994 Annual Meeting of Stockholders dated March 14, 1994 are incorporated in
Parts III and IV by reference.
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*All amounts of shares of Common Stock presented herein reflect the two-for-one
common stock split, effected in the form of a 100% stock dividend, paid on
November 24, 1993.

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PART I
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ITEM 1. BUSINESS
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OVERVIEW

Merrill Lynch & Co., Inc., a Delaware corporation ("ML & Co."),/*/ is a
holding company that, through its subsidiaries and affiliates, provides
investment, financing, insurance and related services. Such services include
securities underwriting, trading and brokering, investment banking and other
corporate finance advisory activities, investment advisory services, trading
of foreign exchange, commodities and derivatives, banking and lending, and
insurance sales and underwriting services.

ML & Co.'s principal subsidiary, Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), which traces its origin to a brokerage business
founded in 1820, is one of the largest securities firms in the world. MLPF&S
is a broker in securities, options contracts, and commodity and financial
futures contracts, an underwriter of selected insurance products, a dealer in
options and in corporate and municipal securities, and an investment banking
firm.

Merrill Lynch International Incorporated ("MLI"), through its branches,
subsidiaries and affiliates, provides investment, financing, and related
services on a global basis outside the United States and Canada. The
principal subsidiaries and affiliates providing such services are Merrill
Lynch International Limited ("MLIL"), Merrill Lynch Japan Incorporated
("MLJ") and Merrill Lynch Capital Markets A.G. ("ML Capital Markets"). In
addition, Merrill Lynch International Bank Limited ("MLIB, Ltd."), Merrill
Lynch Bank A.G. ("ML BAG") and other subsidiaries and affiliates of MLI
engage in international banking and foreign exchange activities. Merrill
Lynch Canada Inc. ("MLC"), a subsidiary of MLPF&S, provides institutional
securities and futures contracts sales, trading and financing, corporate
finance, and mergers and acquisitions services in Canada.

Merrill Lynch Government Securities Inc. ("MLGSI") is a primary dealer in
obligations issued by the U.S. Government or guaranteed or issued by Federal
agencies or instrumentalities. Merrill Lynch Asset Management, L.P. and its
affiliates ("MLAM") manage mutual funds and provide investment advisory
services. Merrill Lynch Capital Services, Inc. ("MLCS") and Merrill Lynch
Derivative Products, Inc. ("MLDP") are ML & Co.'s primary derivative product
dealers and act as intermediaries and principals in a variety of interest-
rate, currency and other derivative contracts. ML & Co.'s insurance
operations consist of the underwriting of life insurance and annuity products
by Merrill Lynch Life Insurance Company ("MLLIC") and ML Life Insurance
Company of New York ("ML Life"), and the sale of life insurance and annuities
through Merrill Lynch Life Agency Inc. and other life insurance agencies
associated with MLPF&S.

ML & Co. and certain subsidiaries engage in lending activities, including
bridge financing, and extend credit in the form of senior term and
subordinated debt to leveraged companies. The Corporation also provides
investment, financing and related services through Merrill Lynch Business
Financial Services Inc. ("MLBFS"), Merrill Lynch Money Markets Inc.
("MLMMI"), Merrill Lynch Mortgage Capital Inc.

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/*/ For the purpose of convenient presentation, the term "Corporation," as it
appears in the Consolidated Financial Statements and related Notes,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and in this description of ML & Co.'s business, refers to Merrill
Lynch & Co., Inc. and its consolidated subsidiaries. In addition, where the
context requires, the term "ML & Co." includes such consolidated
subsidiaries.

("MLMCI"), ML Futures Investment Partners Inc. ("MLFIP"), Merrill Lynch
Credit Corporation ("MLCC"), Merrill Lynch Capital Partners, Inc. ("MLCP"),
Merrill Lynch Interfunding Inc. ("MLIF"), Merrill Lynch, Hubbard Inc. ("MLH")
and other subsidiaries of ML & Co. ML & Co. undertakes specialist activities
through Merrill Lynch Specialists Inc. ("MLSI").

Financial information concerning ML & Co. for each of the three fiscal years
ended on the last Friday in December of 1993, 1992 and 1991 set forth on page
30 of the 1993 Annual Report to Stockholders (the "Annual Report") is
incorporated herein by reference. Financial information with respect to ML &
Co. by revenue category, including the amount of total revenue contributed by
classes of similar products or services that accounted for 10% or more of ML
& Co.'s consolidated revenues in any one of ML & Co.'s last three fiscal
years, set forth on page 68 of the Annual Report is incorporated herein by
reference. In addition, financial information with respect to ML & Co.'s
operations by geographic area set forth in the Notes to Consolidated
Financial Statements under the caption "Industry and Global Operations" on
pages 66-67 of the Annual Report is incorporated herein by reference.

On December 31, 1993, ML & Co. had approximately 41,900 full-time employees,
compared to approximately 40,100 full-time employees on December 25, 1992. Of
these full-time employees, as of year-end 1993 (1992 year-end numbers being
indicated parenthetically), there were approximately 750 (675) employees in
Canada and Latin America, 2,450 (2,160) employees in Europe and the Middle
East, 1,200 (1,200) employees in the Asia/Pacific region and Australia, and
37,530 (36,045) employees in the United States.

The financial services industry is highly competitive and highly regulated.
The industry is also directly affected by general economic conditions, trends
in business and finance and investor sentiment, as well as by interest rate
changes, both domestically and internationally. Financial services revenues
are particularly sensitive to the volume of securities transactions and
securities price levels. Also, ML & Co.'s business activities are subject to
varying degrees of risk and profitability depending upon the nature of the
activity and the extent to which ML & Co. has placed its capital at risk.
Capital is typically placed at risk in dealer transactions, investment
banking and related transactions (including leveraged buyouts). The
discussion on highly leveraged transactions set forth on pages 39-40 of the
Annual Report under the caption "Non-Investment Grade Holdings and Highly
Leveraged Transactions" and the information in the Notes to Consolidated
Financial Statements under the caption "Concentrations of Credit Risk" on
pages 65-66 of the Annual Report is incorporated herein by reference. In
addition, the business of ML & Co. is subject to foreign exchange rate
fluctuations, restrictive regulations by foreign governments and other
factors inherent in international operations.

While the discussion set forth below is organized by ML & Co. entity, the
business activities involving these entitles are highly integrated,
frequently requiring multiple affiliates to participate in a single
transaction.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

As of December 31, 1993, there were at MLPF&S approximately 6.9 million
retail and institutional customer accounts worldwide (as compared to 7.0
million in 1992). In the United States, these accounts were served by
approximately 12,100 financial consultants, including trainees (as compared
to approximately 11,700 at year-end 1992), in approximately 470 retail branch
and institutional offices in 49 states, the District of Columbia, Guam, the
Virgin Islands, Puerto Rico, Canada (through its

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affiliate, MLC) and Taiwan. The discussion of international financial
consultants and offices is set forth below under the caption "Merrill Lynch
International Incorporated".

BROKERAGE TRANSACTIONS

A large portion of MLPF&S's revenues is generated by commissions earned as a
broker (i.e., agent) for investors in the purchase and sale of corporate
securities (primarily bonds and common and preferred stocks traded on
securities exchanges or in the over-the-counter market). MLPF&S also acts as
a broker for investors in the purchase and sale of mutual funds, money market
instruments, government securities, corporate and high yield bonds, municipal
securities, futures and options. MLPF&S provides such services to
institutional investors and to individual investors.

MLPF&S has established commission rates for all brokerage services it
performs. However, for accounts that are actively traded, including
institutional accounts, MLPF&S's policy is to negotiate commissions based on
economies of size and the complexity of the transaction and, for
institutional customers, the competitive climate and trading opportunities.
Also, under the Blueprint/SM/ program, due to order processing efficiencies,
individual customers can receive commission discounts on small transactions
in equity securities, mutual funds and precious metals.

MLPF&S also acts as a broker for investors in the purchase and sale of
options contracts to purchase or sell common stocks, non-U.S. Government
securities and currencies, as well as in the purchase and sale of options
contracts on various indices. These options contracts are currently traded
on the Chicago Board Options Exchange, the American Stock Exchange, the New
York Stock Exchange, the Philadelphia Stock Exchange, the Pacific Stock
Exchange and in the over-the-counter market.

MLPF&S is a futures commission merchant that introduces to its affiliate,
Merrill Lynch Futures Inc. ("MLF"), customer business for the purchase and
sale of futures contracts and options on such futures contracts in
substantially all exchange-traded commodity and financial futures products.
All futures and futures options transactions are cleared through and carried
by MLF, which holds memberships on all major commodity and financial futures
exchanges in the United States. MLF also carries positions reflecting trades
executed on exchanges outside of the United States. Memberships on certain
of these exchanges are held by other affiliated companies, including Merrill
Lynch, Pierce, Fenner & Smith (Brokers and Dealers) Limited and Merrill Lynch
Futures (S) Pte. Ltd. As with any margin transaction, the risk of loss to
MLF and its customers from the trading of futures contracts is greater than
the risk in cash securities transactions, primarily as a result of the low
initial margin requirements (good faith deposits) relative to the nominal
value of the actual futures contracts. MLF may have financial exposure if a
customer fails to meet a margin call. However, net worth requirements,
financial reviews, margin procedures and other credit standards established
for MLF customer futures accounts are intended to limit this exposure.
Futures contracts and options thereon are traded in the various futures
markets, including the Chicago Board of Trade and the Chicago Mercantile
Exchange and exchanges outside of the United States, such as the London
International Financial Futures Exchange and the Singapore International
Monetary Exchange. MLPF&S and certain of its affiliates, including MLGSI and
MLCS, may also take proprietary market positions in the futures and futures
options markets in certain instances.

As a result of its membership in the clearing associations of various futures
exchanges, MLF or any other futures clearing affiliates of the Corporation
have potentially significant financial exposure in the event that other
members of futures clearing houses default materially in their obligations to
such clearing houses.

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DEALER TRANSACTIONS

MLPF&S regularly makes a market in approximately 1,015 domestic common stocks
and approximately 350 foreign securities traded in the over-the-counter
market. Its market-making activities are conducted with customers and with
other dealers. In addition, as a block positioner, MLPF&S regularly acts as
a market maker in certain listed securities. MLPF&S is a dealer in municipal,
mortgage-backed, asset-backed and corporate fixed-income securities, which
are traded primarily in the over-the-counter market.

As an adjunct to its trading activities, MLPF&S places its capital at risk by
engaging in block positioning to facilitate transactions for customers in
large blocks of listed and over-the-counter securities and by engaging, from
time to time, in arbitrage transactions for its own account. In block
positioning, MLPF&S purchases securities, including options, or sells such
securities short for its own account without full commitments for their
resale or covering purchase, thereby employing its capital to effect large
transactions. Positions typically are liquidated as soon as practicable and
are not taken without an analysis of a given security's marketability. In
addition, MLPF&S facilitates various trading strategies involving the
purchase and sale of financial futures contracts and options, in connection
with which it may establish positions for its own account and risk.

MLPF&S engages as principal in certain commodity-related transactions, such
as purchase and repurchase transactions and precious metals consignments.
Other subsidiaries of ML & Co. also engage in interest rate and foreign
currency swaps, and other derivative products transactions with third parties
on a principal or an intermediary basis, and act as foreign exchange dealers.
For further information on dealer transactions, see discussions set forth
below under the captions "Merrill Lynch Government Securities Inc.," "Merrill
Lynch Capital Services, Inc.," "Merrill Lynch Derivative Products, Inc." and
"Banking and Trust Activities."

MARGIN LENDING

Securities transactions with customers are executed on either a cash or a
margin basis. In a margin transaction, MLPF&S extends credit to the customer
for a portion of the dollar value of the securities in the customer's account
up to the limit imposed by internal MLPF&S policies and applicable margin
regulations. The margin loan is collateralized by securities in the
customer's margin account. Interest on margin debit balances is an important
source of revenue to MLPF&S; the rates charged are higher than the rates paid
on the funds that finance those loans. To finance margin loans, MLPF&S uses
both funds on which it pays interest, which include borrowings from ML & Co.,
and funds on which it does not pay interest, which include its own capital
and, to the extent permitted by regulations, customers' free credit balances.
Also, funds derived from securities loaned may be used for making margin
loans.

INVESTMENT BANKING

MLPF&S is a major investment banking firm that participates in every aspect
of investment banking and acts in principal, agency and advisory capacities.
It underwrites the sale of securities to the public and arranges for the
private placement of securities with investors. MLPF&S also provides a broad
range of financial and corporate advisory services, including advice on
mergers and acquisitions, project financing, mortgage and lease financing,
capital structure and specific financing opportunities.

Page 4

MLPF&S and its affiliates provide advice, valuations, and financing
assistance, including the underwriting and private placement of high-yield
securities, in connection with leveraged buyouts and other related
transactions. MLPF&S and its affiliates have, from time to time, taken
principal positions in such transactions, which vary in amount and form. In
addition, the Corporation may provide substantial funds to clients on a
temporary basis until permanent financing is obtained. Before MLPF&S and its
affiliates take such positions, analysis is performed to establish the
underlying creditworthiness of the client and to determine the likelihood of
refinancing the transaction within a reasonable period. Additionally, MLPF&S
and its affiliates occasionally retain equity interests in the subject
companies in connection with their non-investment grade underwriting and
merchant banking activities. The information set forth on pages 39-40 of the
Annual Report under the caption "Non-Investment Grade Holdings and Highly
Leveraged Transactions" and in the Notes to Consolidated Financial Statements
under the caption "Concentrations of Credit Risk" on pages 65-66 of the
Annual Report are incorporated herein by reference. See also discussions set
forth below under the captions "Merrill Lynch Capital Partners, Inc." and
"Merrill Lynch Interfunding Inc."

SECURITIES AND ECONOMIC RESEARCH

To provide its institutional and retail sales forces and customers with
current information on investments and securities markets, MLPF&S maintains a
Global Securities Research and Economics Group. It provides equity, fixed
income, and economic research services on a global basis. The Securities
Research Division includes a U.S. fundamental equity research staff of 90
analysts (as compared with 70 analysts in 1992) who follow companies in 57
major industry categories.

The Global Securities Research and Economics Group provides fundamental
equity research on a worldwide basis, with 35 analysts (as compared with 34
analysts in 1992) in London, Hong Kong, Tokyo, Singapore and Seoul. Fixed-
income research professionals and economists are also located in London,
Tokyo, Singapore and Frankfurt.

By means of a computer-based opinion retrieval system available in each
MLPF&S office or, if outside of the United States, in each affiliate office,
current information and investment opinions on the common stocks of
approximately 1,485 corporations worldwide are readily available to all
MLPF&S customers through their financial consultants.

The Securities Research Division also provides technical market and
quantitative analysis, investment and fixed income strategy and credit
research on municipal securities, preferred stock and corporate bonds, as
well as futures research.

OTHER ACTIVITIES

In 1993, MLPF&S sold over $36.6 billion of mutual funds, including income,
balanced and growth funds, of which approximately $19.4 billion represented
sales of mutual funds that are advised by MLAM and its affiliates.

MLPF&S also sponsors series of funds under the name Defined Asset Funds/SM/
that are unit investment trusts registered under the Investment Company Act
of 1940. These funds consist of municipal obligations, corporate fixed-income
securities, U.S. Government obligations, equity securities, or foreign debt
and equity securities.

Page 5

The Merrill Lynch Consults (Registered Trademark) service, introduced in
1988, offers individual and institutional clients with $100,000 or more to
invest, a convenient way to select and retain a discretionary investment
manager from a pre-selected roster of investment managers participating in
the service. The professional portfolio managers within the Merrill Lynch
Consults service have been screened for many factors, including risk adjusted
performance (generally for a period of ten years), depth of management
experience and consistent application of investment style. The roster of more
than twenty-five investment managers manages portfolios in seven risk
categories consisting of equity, balanced and fixed-income accounts. For an
annual fee, MLPF&S, through the Merrill Lynch Consults service, assists
clients in identifying their investment objectives, selecting an investment
manager based on those stated objectives, and periodically providing
performance reports on their managed account. Merrill Lynch financial
consultants and the investment manager are available to clients for ongoing
consultation and can respond to questions clients may have regarding their
portfolios. At the end of 1993, over $16 billion was held in accounts of
clients subscribing to the Merrill Lynch Consults service.

MLPF&S provides the Cash Management Account (Registered Trademark) ("CMA
(Registered Trademark) account") financial service, which is offered in all
MLPF&S retail offices. Through Visa (Registered Trademark) cards issued by
Merrill Lynch National Financial and Merrill Lynch Bank & Trust Co. and
checking services provided by Bank One, Columbus, N.A., the CMA service
allows participating customers to access the assets in their securities
accounts, including the redemption value of shares, if any, owned by the
participating customer in various CMA money market funds and any balances
maintained in certain money market deposit accounts maintained by one or more
banks or savings associations (which may include Merrill Lynch National
Financial and Merrill Lynch Bank & Trust Co.) through the Insured Savings/SM/
Account and, if the account is a margin account, the loan value of margin
securities in such account. It also provides a vehicle for the automatic
investment of free credit balances in shares of the CMA money market funds,
or the automatic deposit of funds through the Insured Savings Account. MLPF&S
domestically had over 1,442,000 CMA accounts at the close of 1993, with
aggregate assets of approximately $320 billion. MLPF&S also offers the
Capital Builder/SM/ Account ("CBA (Registered Trademark) account") service,
which was developed to meet the needs of the emerging investor, through all
MLPF&S retail offices. At the close of 1993 MLPF&S had approximately 294,000
CBA accounts with assets of over $11.7 billion.

Through its subsidiary Broadcort Capital Corp. ("BCC"), MLPF&S provides
security clearing services to approximately 70 unaffiliated broker-dealers,
primarily on a basis that is fully disclosed to their customers. Introducing
firms may also execute transactions through BCC's fixed-income desk and
participate in unit investment trust fund underwritings sponsored by MLPF&S.
While the introducing firm retains all sales functions, the customers of the
introducing firm have their accounts serviced by BCC, and BCC handles all
settlement and credit aspects of transactions.

Wagner Stott Clearing Corp. ("WSCC"), also a subsidiary of MLPF&S, engages in
professional clearing and other businesses similar to that of BCC. It clears
transactions for specialists and market makers on the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Options Exchange,
the Philadelphia Stock Exchange and the Pacific Stock Exchange, clears
commodities futures transactions for its clients through a divisional
clearing arrangement with MLF and other futures commissions merchants, and
clears transactions of arbitrageurs, customers and other professional trading
entities. WSCC, which is a futures commissions merchant, also clears
commodity futures transactions for its clients on the Philadelphia Board of
Trade through the Intermarket Clearing Corporation.

Page 6

MLC, another subsidiary of MLPF&S, provides institutional securities and
futures sales, trading and financing, corporate finance, and mergers and
acquisitions services in Canada.

MERRILL LYNCH INTERNATIONAL INCORPORATED

MLI provides comprehensive investment, financing and related services to
governments, corporations, other institutions and individuals on a global
basis outside the U.S. and Canada through MLIL, MLJ, ML Capital Markets and
other subsidiaries and affiliates. Information on international banking and
foreign exchange activity is set forth below under the caption "Banking and
Trust Activities."

MLI's worldwide trading operations, through its subsidiaries and affiliates,
particularly in London and Tokyo, make it one of the largest dealers and
secondary market makers in Eurobonds and other internationally traded
securities and futures. Subsidiaries and affiliates of MLI also engage in
foreign exchange transactions (including options on foreign currencies) as a
dealer, and, consequently, assume principal positions in numerous currencies
and related options. Subsidiaries and affiliates of MLI are members of stock
exchanges in Frankfurt, Hong Kong, London, Luxembourg, Montreal, Sydney,
Tokyo, Toronto, Vancouver and Zurich among others.

The investment, financing and market-making operations of MLI and its
affiliates are conducted through a network of offices located in 29 countries
outside the U.S. and Canada. This office system serves major "money center"
institutions as well as thousands of smaller regional institutions and
individual investors. As of December 31, 1993, these offices, and a small
number of U.S. offices with international responsibilities, were staffed by
approximately 1,010 retail and institutional financial consultants (which was
the same number of financial consultants as in 1992) who were linked with the
communications and trading network of MLPF&S.

MERRILL LYNCH GOVERNMENT SECURITIES INC.

MLGSI is a primary dealer in obligations issued or guaranteed by the U.S.
Government or guaranteed or issued by Federal agencies or other government-
sponsored entities including Government National Mortgage Association
("GNMA"), Federal National Mortgage Association ("FNMA") and Federal Home
Loan Mortgage Corporation ("FHLMC"). It is one of 39 primary dealers in
Government securities that reports its positions and activity daily to the
Federal Reserve Bank of New York. It is also a dealer in GNMA, FNMA and
FHLMC mortgage-backed-pass-through certificates.

MLGSI's transactions in obligations of the U.S. Government, Federal agencies
and government-sponsored entities involve large dollar amounts and small
dealer spreads. It also deals in futures, options and forward contracts for
its own account, to hedge its own risk and to facilitate customers'
transactions. As an integral part of its business, MLGSI enters into
repurchase agreements wherein it obtains funds by pledging its own securities
as collateral. The repurchase agreements provide financing for MLGSI's
dealer inventory, and serve as short-term investments for MLGSI's customers.

MLGSI also enters into reverse repurchase agreements wherein it lends funds
against the pledge of collateral by customers; such agreements provide MLGSI
with needed collateral and provide MLGSI's customers with temporary liquidity
for their investments in U.S. Government and agency securities. MLGSI enters
into reverse repurchase agreements at an interest rate that generally is
fractionally higher than that of repurchase agreements.

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MERRILL LYNCH ASSET MANAGEMENT, L.P.

MLAM, the investment management arm of ML & Co., is one of the largest mutual
fund managers in the world. Effective January 1, 1994, MLAM was restructured
as a limited partnership. In 1993, sales of equity and bond funds managed by
MLAM approximated $19.4 billion, as compared with $16.8 billion in 1992.
MLAM's other major activity is separate account management. In this area,
assets under management increased to $22.3 billion at the end of 1993 (which
amount included approximately $6.0 billion of general account assets managed
on behalf of insurance companies affiliated with MLAM) from approximately
$20.2 billion in 1992 (which amount included approximately $7.7 billion of
general account assets managed on behalf of insurance companies affiliated
with MLAM). By the end of 1993, total assets under management approximated
$160 billion, as compared with $138 billion at year-end 1992.

MERRILL LYNCH CAPITAL SERVICES, INC.

MLCS primarily acts as a counterparty in interest rate swaps and other
interest rate and commodity related agreements, such as caps and floors,
currency and commodity swaps, and other derivative products, including
currency options, credit derivatives and certain equity-linked contracts.
MLCS maintains positions in interest bearing securities, equity securities,
financial futures and forward contracts, primarily to hedge assets and
liabilities. In the normal course of business, MLCS enters into repurchase
and resale agreements with certain affiliated companies.

MERRILL LYNCH DERIVATIVE PRODUCTS, INC.

MLDP intermediates certain derivative products (e.g., interest rate and
currency swaps) between MLCS and highly-rated counterparties, addressing the
increasing trend by swap customers to limit their trading to dealers with the
highest credit quality. MLDP has been assigned an Aaa, AAA and an AAA
counterparty rating by the rating agencies, Moody's, Standard & Poor's and
Fitch, respectively. Customers meeting certain credit criteria enter into
swaps with MLDP, and, in turn, MLDP enters into offsetting mirror swaps with
MLCS. However, MLCS is required to provide MLDP with collateral to meet
certain exposures MLDP may have to MLCS.

MERRILL LYNCH MONEY MARKETS INC.

MLMMI provides a full range of origination, trading and marketing services
with respect to money market instruments such as commercial paper, bankers'
acceptances and certificates of deposit. MLMMI also originates medium-term
notes issued by domestic and non-U.S. corporations and financial
institutions, and, through its affiliate, MLPF&S, trades and markets such
notes. It is a commercial paper dealer for domestic and non-U.S.
corporations and financial institutions. MLMMI also acts as a dealer in
connection with the purchase of certificates of deposit from Federally-
insured depository institutions; such instruments are resold to certain
institutional customers such as thrift institutions, banks, insurance
companies, pension plans and state and local governments. MLMMI, in
cooperation with MLPF&S, originates the placement of additional certificates
of deposit issued by such depository institutions that are sold to a broad
range of retail customers of MLPF&S. MLMMI is a dealer for domestic and non-
U.S. financial institutions in the certificate of deposit and bankers'
acceptance markets.

Page 8

MERRILL LYNCH MORTGAGE CAPITAL INC.

MLMCI is a dealer in whole loan mortgages and mortgage servicing. MLMCI,
through its CMO Passport (Registered Trademark) service, provides dealers and
investors with general indicative information and analytic capability with
respect to collateralized mortgage obligations (CMOs) and asset-backed
securities. As an integral part of its business, MLMCI enters into repurchase
agreements wherein it obtains funds by pledging its own whole loans as
collateral. The repurchase agreements provide financing for MLMCI's
inventory, and serve as short-term investments for MLMCI's customers. MLMCI
also enters into reverse repurchase agreements wherein it lends funds against
the pledge of whole loan collateral by customers; such agreements provide
MLMCI's customers with temporary liquidity for their investments in secured
whole loans. MLMCI enters into reverse repurchase agreements at an interest
rate that is fractionally higher than that of repurchase agreements.

MERRILL LYNCH SPECIALISTS INC.

MLSI acts as a specialist on the New York Stock Exchange and the Pacific
Stock Exchange in equities that are allocated to MLSI by such exchanges. In
addition, through arrangements with other organizations, it acts as a
specialist in equities on the Boston Stock Exchange and in options on
equities on the American Stock Exchange and Philadelphia Stock Exchange.

MERRILL LYNCH CAPITAL PARTNERS, INC.

MLCP acts as the general partner of two leveraged buyout funds, whose limited
partners are institutional investors. The investment period for the first
fund has expired and the investment period for the second fund will expire no
later than June 30, 1994. During the investment periods, MLCP identifies,
initiates, and completes, as the principal equity investor, acquisitions of
companies or divisions of companies. Investments made by MLCP are funded by
the limited partners. For each investment made by an MLCP-sponsored
partnership, ML & Co. (through an affiliate) makes a co-investment of up to
20%. Total funds under management in the two funds now approximate $1.6
billion. The primary investment objective of the funds is to realize long-
term capital appreciation. To further this objective, MLCP representatives
assist in the development and implementation of corporate strategy and
financial policy, and are involved in overall corporate governance through
participation on the boards of directors of portfolio companies.

On May 11, 1993, ML & Co. announced that, consistent with its desire to
reduce the level of new commitments in long-term illiquid investments, MLCP
would not act as the general partner of another leveraged buyout fund. As a
result of this determination, ML & Co. stated that the principal employees of
MLCP announced their intention to leave MLCP and ML & Co. and start a new
fund. To better protect the interests of the investors in the two existing
leveraged buyout funds for which MLCP acts as general partner, ML & Co. has
entered into agreements with the principal employees of MLCP providing that
ML & Co. will participate in the new fund as a limited partner with up to a
$50 million contribution and will act as placement agent. In addition, at
the time of the initial closing of the new fund, the principal employees of
MLCP will cease being employees of MLCP, and will become consultants to MLCP
under long-term contracts and as consultants will provide advice with respect
to the management of the portfolio of investments in the two existing
leveraged buyout funds.

Page 9

MERRILL LYNCH INTERFUNDING INC.

MLIF has been a participant in middle-market leveraged acquisitions.
Utilizing ML & Co.'s capital, MLIF has, as principal, provided senior and
subordinated ("mezzanine") financing to, and acquired equity interests in, a
portfolio consisting of approximately 50 companies. Currently, MLIF is not
seeking new investment opportunities.

ML FUTURES INVESTMENT PARTNERS INC.

MLFIP serves principally as the general partner and commodity pool operator
of commodity pools for which MLF acts as commodity broker and MLPF&S as
selling agent. MLFIP also structures and sponsors managed futures
investments to meet a variety of client objectives. MLFIP is one of the
largest managed futures sponsors in the world as measured by assets under
management and financial and personal resources. As of December 31, 1993,
there was approximately $1.296 billion in equity invested or to be invested
in 35 domestic and international commodity futures funds (as compared to $852
million in equity invested in 26 commodity futures funds at the end of 1992)
which it has sponsored or has been selected to manage. MLFIP is an
integrated business, whose capabilities include research, trading, finance,
systems, operations, sales and marketing. MLFIP's responsibilities include
selecting and monitoring trading advisors, as well as allocating and
reallocating capital among them. Additionally, MLFIP is responsible for
control of and accounting for the transactions and settlements for its funds,
calculating net asset values on a daily basis, and providing monthly and
annual fund reports to investors.

MERRILL LYNCH INSURANCE GROUP, INC.

Operations in insurance services consist of the underwriting of life
insurance and annuities by MLLIC and ML Life, wholly-owned subsidiaries of
Merrill Lynch Insurance Group, Inc. ("MLIG"), and the sale of life insurance
and annuity products by insurance agencies affiliated with MLIG or otherwise
associated with MLPF&S.

MLLIC is an Arkansas stock life insurance company authorized to underwrite
life insurance, annuities and accident and health insurance in 49 states, the
District of Columbia, Guam and the U.S. Virgin Islands. MLLIC underwrites
life insurance and annuities that are marketed to customers of MLPF&S;
however, it does not presently underwrite accident and health insurance. At
year-end 1993, MLLIC had approximately $10.9 billion of life insurance in
force, as compared with $10.6 billion at year-end 1992. At year-end 1993,
MLLIC had annuity contracts in force of approximately $6.1 billion in value
as compared with $6.0 billion at year end 1992.

ML Life is a New York stock life insurance company authorized to underwrite
life insurance, annuities and accident and health insurance in nine states;
however, it does not presently underwrite accident and health insurance. At
year-end 1993, ML Life had approximately $850 million of life insurance in
force, compared to $802 million of life insurance in force at year-end 1992.
At year-end 1993, ML Life had annuity contracts in force of approximately
$533 million in value, as compared with $637 million at year-end 1992.

MLIG, through licensed affiliate insurance agencies and other insurance
agencies associated with MLPF&S, sells life and health insurance and
annuities. On a selective basis, such entities have entered into agency
agreements with certain insurance

Page 10

companies for the sale of various life and health insurance and annuity
products. A significant portion of these sales consists of products
underwritten by MLLIC and ML Life.

MERRILL LYNCH CREDIT CORPORATION

MLCC provides real estate-based lending products enabling clients to finance
their residences, as well as to manage other personal credit needs. MLCC's
PrimeFirst (Registered Trademark) mortgage is an adjustable rate first
mortgage. As of December 31, 1993, the PrimeFirst program was available
throughout the U.S., the Virgin Islands and the District of Columbia. MLCC
also provides jumbo fixed-rate mortgages, as well as conventional fixed and
adjustable rate mortgages, in all 50 states. MLCC's ParentPower (Registered
Trademark) and Mortgage 100/SM/ products provide mortgage financing that is
secured in part by securities in a client's MLPF&S brokerage account in lieu
of the amount normally required as a down payment; these programs were
available in 17 and 19 states, respectively as of December 31, 1993. MLCC's
OMEGA/SM/ account provides financing secured by securities in an MLPF&S
account. This program was introduced in 1993 and was available in 14 states
as of December 31, 1993.

Through the Equity Access (Registered Trademark) credit account service, MLCC
provides to clients a revolving credit line, which is secured by their
residential properties and may be accessed by check, and in most states, by a
VISA (Registered Trademark) card. As of December 31, 1993, the Equity Access
program was available in 48 states, the District of Columbia and the Virgin
Islands. MLCC also acquires and services home equity credit lines and other
mortgage loans for affiliated and unaffiliated financial institutions. MLCC
also purchases mortgage servicing rights. MLCC uses a variety of financing
techniques to fund its loan portfolio, including securitizing its mortgages
for sale into the secondary marketplace.

MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.

MLBFS is engaged in providing financing services to small- and medium-sized
businesses in conjunction with the Working Capital Management/SM/ account
("WCMA (Registered Trademark) account") which MLPF&S provides to business
customers. The WCMA account combines business checking, borrowing, investment
and electronic funds transfer services into one account for participating
business customers. As of December 31, 1993, including those offering Merrill
Lynch Consults services, there were over 108,000 WCMA accounts which in the
aggregate have investment assets of over $33 billion. In addition to
providing qualifying customers with short-term working capital financing
through the WCMA Commercial Line of Credit, MLBFS offers assistance to
business customers with their term lending, equipment and other asset-based
financing needs. In 1993, MLBFS originated over $495 million in new
commercial loans for business customers. As of December 31, 1993, total
outstanding loans were $535.2 million. Of this total, 97% were secured by
tangible assets pledged by the businesses.

MERRILL LYNCH, HUBBARD INC.

MLH and its various subsidiaries are responsible for managing real estate
investment programs that they sponsored and that were purchased by individual
and institutional investors. As of December 31, 1993, a subsidiary of MLH
functioned as the managing general partner of 9 public real estate limited
partnerships with approximately 220,000 investors and managed, commercial and
residential real estate investments, with an aggregate approximate value of
$1.0 billion.

Page 11

BANKING AND TRUST ACTIVITIES

Merrill Lynch Bank & Trust Co., a New Jersey state chartered institution
insured by the Federal Deposit Insurance Corporation issues certificates of
deposit and money market deposit accounts (including the Insured Savings
Account for the CMA service), makes Equity Access and other secured consumer
loans and issues CMA Visa (Registered Trademark) cards. Merrill Lynch
National Financial, a Utah state chartered institution insured by the Federal
Deposit Insurance Corporation, issues certificates of deposit and money
market deposit accounts (including the Insured Savings Account for the CMA
service), issues CMA Visa (Registered Trademark) Gold cards, and through a
wholly-owned subsidiary, provides Equity Access loans.

MLIB, Ltd., a United Kingdom bank, with branch offices in Singapore, Bahrain
and Luxembourg, provides foreign exchange trading and collateralized lending
services and accepts deposits. Merrill Lynch International Bank, an Edge Act
corporation, provides foreign exchange trading services to corporations and
institutions. Merrill Lynch Bank (Suisse) S.A., a Swiss bank, provides
portfolio management and individual client services to international private
banking clients. Merrill Lynch Bank A.G., a German bank (with a branch
office in Japan), engages in capital markets activities, such as
underwriting, foreign exchange and swap and other derivative transactions.

The Merrill Lynch Trust Companies (Merrill Lynch Trust Company, a New Jersey
trust company; Merrill Lynch Trust Company, a Florida trust company; Merrill
Lynch Trust Company of America, an Illinois trust company; Merrill Lynch
Trust Company of California; and Merrill Lynch Trust Company of Texas)
provide personal trust, employee benefit trust and custodial services in
certain states. Trust services outside of the United States are provided by
Merrill Lynch Bank and Trust Company (Cayman) Limited.

OTHER ACTIVITIES

Other subsidiaries develop investments for ML & Co. and for marketing to
others, and are engaged in leasing transactions, venture capital investments,
providing funds in connection with private placements, project financings,
the origination and master servicing of hospital/health care facility
mortgages and serving as a recordkeeping and dividend disbursing agent.

COMPETITION

All aspects of ML & Co.'s business are intensely competitive. Through its
subsidiaries, it competes directly, both in the United States and
internationally, with other domestic and foreign investment banking and
securities firms, and with brokers and dealers in securities and commodities.
Competition has also come from other sources, such as commercial banks and
insurance companies and has included numerous international competitors, many
having competitive advantages in their home markets. ML & Co., through its
subsidiaries, also competes indirectly for investment funds with mutual fund
management companies, insurance companies, finance and investment advisory
companies, and banks. ML & Co.'s competitive position depends to an extent
on prevailing world-wide economic conditions and domestic and foreign
governmental policies.

Page 12

ML & Co. competes for customers on the basis of price, the range of products
it offers, the quality of its services, its financial resources, and product
innovation. Financial services companies also compete to attract and retain
successful financial consultants and other revenue-producing personnel.

U.S. judicial and regulatory actions in recent years concerning, among other
things, the authority of bank affiliates to engage in securities underwriting
and brokerage activities have resulted in increased competition in those
aspects of MLPF&S's business. In addition, domestic legislative proposals are
made from time to time which, if enacted, would also result in increased
competition from banks and their affiliates.

The insurance businesses of MLLIC and ML Life are highly competitive. Many
companies, both stock and mutual, are older and larger and have more
substantial financial resources and larger agency relationships than MLLIC
and ML Life.

REGULATION

The securities and futures businesses conducted by subsidiaries of ML & Co.
are subject to stringent regulation by the Securities and Exchange Commission
("SEC"), the Commodity Futures Trading Commission ("CFTC"), and other Federal
and state agencies. MLPF&S, BCC, MLSI, and WSCC are also subject to
regulation by the National Association of Securities Dealers, Inc. (the
"NASD") and by the securities exchanges of which each is a member. They are
further regulated as broker-dealers under the laws of the jurisdictions in
which they operate. MLF, MLPF&S and WSCC are futures commission merchants
regulated by the CFTC, the National Futures Association ("NFA") and the
commodity exchanges of which each is a member. The CFTC and the NFA impose
net capital requirements on MLF, MLPF&S and WSCC. MLGSI is a registered
government securities dealer under the Government Securities Act of 1986 and
is also subject to regulation by the NASD and the Chicago Board of Trade.
The securities industry is one of the most highly regulated industries, and
violations can result in the revocation of broker-dealer licenses, the
imposition of censures or fines and the suspension or expulsion from the
securities business of a firm, its officers or employees. With the enactment
of the Insider Trading and Securities Fraud Enforcement Act of 1988, the SEC
and the securities exchanges have intensified their regulation of broker-
dealers, emphasizing in particular the need for supervision and control by
broker-dealers of their employees. In addition, the SEC, various banking
regulators, the Financial Accounting Standards Board and Congressional
committees, among others, are considering increased regulation of, and
disclosure for, the derivatives business.

As broker-dealers registered with the SEC and as members of U.S. exchanges,
MLPF&S, MLSI, BCC and WSCC are subject to the SEC Uniform Net Capital Rule,
designed to measure the general financial condition and liquidity of a
broker-dealer. They are required to maintain minimum net capital deemed
necessary to meet broker-dealers' continuing commitments to customers and
others. Under certain circumstances, this rule limits the ability of ML &
Co. to make withdrawals of capital from such broker-dealers. MLGSI, as a
government securities dealer, is required to maintain minimum net capital
pursuant to rules of the U.S. Department of the Treasury. Additional
information regarding net capital requirements set forth in the Notes to
Consolidated Financial Statements under the caption "Regulatory Requirements
and Dividend Restrictions" appearing on page 58 of the Annual Report is
incorporated herein by reference.

In 1992 the SEC adopted its temporary risk assessment rules under the Market
Reform Act of 1990. These rules require brokers and dealers to maintain and
preserve

Page 13

records and other information concerning their material associated persons,
as defined by the SEC. The rules also require such brokers and dealers to
file with the SEC quarterly reports containing detailed financial information
with respect to such affiliates. MLPF&S is the reporting broker and dealer
for BCC and WSCC under these risk assessment rules; MLSI and Merrill Lynch
Funds Distributor, Inc. are exempt from these rules; and MLGSI is not subject
to these rules.

MLPF&S and MLAM are registered with the SEC as investment advisers, as they
are with certain states that require such registration.

MLC is an investment dealer in Canada. It is regulated under the laws of the
respective provinces, by their securities authorities and by the Investment
Dealers Association of Canada. MLC is a member of all major Canadian
exchanges and is subject to their rules and regulations.

MLFIP is a commodity pool operator and commodity trading adviser registered
with the CFTC, and is a member of the NFA in such capacities.

ML Life is subject to extensive regulation and supervision by the New York
State Insurance Department. MLLIC is subject to extensive regulation and
supervision by the Insurance Department of the State of Arkansas. Both MLLIC
and ML Life are subject to similar regulation in the other states in which
they are licensed.

Merrill Lynch Bank & Trust Co. is regulated by the State of New Jersey and by
the Federal Deposit Insurance Corporation. Merrill Lynch National Financial
is regulated by the State of Utah and by the Federal Deposit Insurance
Corporation.

Merrill Lynch Trust Company (New Jersey), and its wholly-owned subsidiaries,
MLBFS and MLCC, are regulated by the New Jersey Department of Banking.
Merrill Lynch Trust Company (Florida) is regulated by the Florida Office of
the Comptroller, Department of Banking and Finance. Merrill Lynch Trust
Company of America is regulated by the Illinois Office of the Commissioner of
Banks and Trust Companies. Merrill Lynch Trust Company of California is
regulated by the California State Banking Department. Merrill Lynch Trust
Company of Texas is regulated by the Texas State Banking Department.

MLIB, Ltd. is regulated by the Bank of England and by the New York State
Banking Department. The Bahrain branch of MLIB, Ltd. is supervised by the
Bahrain Monetary Authority and the Bank's branch in Luxembourg is supervised
by the Institute Monetaire Luxembourgeois. The Singapore branch of this bank
is also regulated by the Monetary Authority of Singapore. Merrill Lynch
International Bank is regulated by the Federal Reserve Bank of New York.
Merrill Lynch Bank (Suisse) S.A. is regulated by the Swiss Federal Banking
Commission. Merrill Lynch Bank A.G. is regulated by the Federal Banking
Supervisory Agency of the Federal Republic of Germany, and its branch in
Japan is regulated by the Ministry of Finance of Japan. Merrill Lynch Bank
and Trust Company (Cayman) Limited is regulated by the Cayman Islands Bank
Examiner.

MLJ is regulated by the Ministry of Finance of Japan. The Corporation's
business in the United Kingdom is governed by investment business regulations
adopted in the United Kingdom pursuant to The Financial Services Act 1986, in
particular by regulations administered by The Securities and Futures
Authority Limited, a self-regulatory organization of financial services
companies. ML Capital Markets is regulated by the Swiss Federal Banking
Commission.

Page 14

ITEM 2. PROPERTIES
- -------------------

The executive offices and a significant portion of ML & Co.'s business
activities are located in a building on 250 Vesey Street (the "North Tower")
in the World Financial Center ("WFC") in New York City. Additional offices,
operations and functions are located at 225 Liberty Street (the "South
Tower") in the WFC.

An ML & Co. affiliate is a partner in the partnership that holds the ground
lessee's interest (including the right to grant occupancy and possession to
tenants) in the North Tower. Another affiliate of ML & Co. holds separate
long term leases in each of the North Tower and the South Tower.

The rent commitments of the ML & Co. affiliate holding the leases in the
North Tower and South Tower aggregate approximately $122 million per year for
the first 15 years and approximately $179 million per year for the remaining
10 years of the leases, which commenced in 1988. The aforesaid rent
commitments do not include offsetting rental income for approximately two-
thirds of the South Tower which is subleased. In addition to the rent
commitment, the affiliate holding the leases is generally responsible for all
expenses incurred by the lessee in operating the buildings.

Additional principal locations for ML & Co.'s business activities are held by
affiliates of ML & Co. at the following facilities located in New Jersey: a
fee-owned facility on 275 acres of property in Plainsboro; a fee-owned
facility on 35 acres at 300 Davidson Avenue, Somerset (which is the
replacement facility for a leased location in Somerset where the leases are
expiring in 1994 and 1995); a leased facility in Piscataway (lease expiring
in 2005); and a facility at 101 Hudson Street in Jersey City in which an ML &
Co. affiliate holds an interest in partnerships that own the land and the
building and in which another ML & Co. affiliate holds a long-term lease for
office space housing support functions. Other significant properties used by
the Corporation are at three New York City locations held by MLPF&S under
leases expiring in 2000, 2007 and 2024, all exclusive of extensions.
Affiliates of ML & Co. own in fee the regional service centers in Lakewood,
Colorado and Somerset, New Jersey.

Insurance activities are conducted by insurance subsidiaries of ML & Co. at
locations in Plainsboro, New Jersey, Jacksonville, Florida (lease expiring in
1994), New York City (lease expiring in 2000), Springfield, Massachusetts
(sublease expiring in 1997) and at additional locations at MLPF&S branch
offices throughout the United States.

Merrill Lynch Europe Limited leases a building with approximately 250,000
square feet at Ropemaker Place, London. The lease commenced in 1987 and
continues for 25 years with a right to cancel in the year 2002. This
building serves as the headquarters for ML & Co.'s European and Middle
Eastern operations.

MLJ leases 90,000 square feet of office space in Tokyo. The lease, which
expires in the year 2003, can be canceled at any time on six-months notice.

Substantially all other offices, including over 500 branch offices, of ML &
Co.'s subsidiaries throughout the world, are located in leased premises. The
information regarding lease commitments of ML & Co. (including commitments
for leases of premises) set forth in the Notes to Consolidated Financial
Statements under the caption "Commitment and Contingencies - Leases" on page
66 of the Annual Report is hereby incorporated by reference.

Page 15

ITEM 3. LEGAL PROCEEDINGS
- --------------------------

ML & Co. and certain of its subsidiaries, including MLPF&S, have been named
as parties in numerous civil actions, including the following, arising out of
their business activities. Each of the following actions is reported as of
March 28, 1994. With respect to those actions that have not been terminated,
ML & Co. and its subsidiaries are vigorously contesting their alleged
liabilities and have asserted denials and defenses they believe to be
meritorious.

Several legal proceedings have arisen from securities trading transactions
that occurred at year ends 1984-86 and 1988 between MLPF&S and MLGSI and a
Florida insurance company, Guarantee Security Life Insurance Company
("GSLIC"), which is now in liquidation.

One of the proceedings was resolved on December 22, 1993, when MLPF&S,
without admitting or denying any violation, settled an SEC administrative
proceeding concerning violations of the SEC's recordkeeping rules with
respect to the year-end securities trades with GSLIC and certain unrelated
securities transactions in 1986 with Reliance Insurance Company ("Reliance").
The SEC's order, which imposed a censure, is limited to recordkeeping
violations with respect to the manner in which particular GSLIC and Reliance
transactions were recorded on MLPF&S's books. The settlement is described in
SEC Release No. 34-33367, issued December 22, 1993.

A principal focus of the allegations in the following civil proceedings is an
assertion that GSLIC's purpose in engaging in the year-end transactions was
to distort its apparent financial condition. It is claimed that GSLIC's
former officers and employees improperly took assets from the company and its
investment portfolio declined substantially in value before its true
financial condition became known to insurance regulators, GSLIC's
policyholders, and the creditors of GSLIC and its parent company, Transmark
USA, Inc. ("Transmark"). A complaint was brought by the Florida Department
of Insurance as Receiver of GSLIC (the "Receiver") naming MLPF&S, MLGSI and a
former managing director of MLPF&S among the defendants. Other defendants
include former officers, directors, and shareholders of GSLIC and Transmark
and GSLIC's former outside attorneys and accountants. State of Florida
Department of Insurance, as Receiver of Guarantee Security Life Insurance
Company v. Merrill Lynch, Pierce, Fenner & Smith Incorporated, et al. (4th
Judicial Circuit, Duval County, Florida, December 20, 1991). The complaint
alleges state law claims against the above-mentioned Merrill Lynch defendants
for fraud, breach of fiduciary duty, conspiracy, and aiding and abetting
breach of duty arising from their involvement in the year-end trades with
GSLIC, alleges that GSLIC was damaged in excess of $300 million, and seeks
relief in an unspecified amount from the Merrill Lynch defendants.

Substantially the same defendants are named in two consolidated lawsuits
brought in federal court in Jacksonville, Florida, on behalf of an
uncertified alleged class of purchasers of GSLIC insurance policies and
annuities between 1984 and 1991. Haag v. Transmark U.S.A. Inc., et al., No.
91-864-CIV-J-16 (M.D. Fla., October 15, 1991), and Levine v. Transmark U.S.A.
Inc., et al., No. 92-226-CIV-J-14 (M.D. Fla., February 28, 1992). The
complaint alleges substantially the same claims as the Receiver's state court
action as well as claims grounded in the Racketeer Influenced and Corrupt
Organizations Act ("RICO") and Section 10(b) of the Securities Exchange Act
of 1934 and seeks unspecified money damages. The court has stayed the
actions pending resolution of the Receiver's action.

The Resolution Trust Corporation ("RTC") as receiver for four failed savings
institutions (CenTrust Association Savings Bank, Imperial Savings
Association, FarWest Savings and Loan Association, and Columbia Savings and
Loan Association) in January and

Page 16

April, 1993 filed civil actions in federal court in Jacksonville, Florida,
seeking to recover damages as a result of purchases by the four institutions
of securities issued by Transmark, GSLIC's parent corporation. The Merrill
Lynch defendants had no role in the purchases and sales of the Transmark
securities, but the year-end transactions with GSLIC allegedly inflated the
value of the Transmark securities purchased. Resolution Trust Corporation v.
Transmark U.S.A. Inc., et al., No. 93-112-CIV-J-16 (M.D. Fla.); Resolution
Trust Corporation v. Merrill Lynch & Co., Inc., et al., No. 93-523-CIV-J-16
(M.D. Fla.). Resolution Trust Corporation v. Merrill Lynch & Co., Inc., et
al., No. 93-524-CIV-J-16 (M.D. Fla.). The claims alleged are substantially
similar to those in the Haag/Levine action mentioned above. The defendants
include ML & Co., MLPF&S, MLGSI, a former MLPF&S managing director and former
officers, directors and employees of Transmark and GSLIC. In April, 1993,
Trans-Resources Inc., a company that alleges it also purchased Transmark
securities, filed a complaint substantially following the allegations of the
RTC's complaints and naming substantially the same defendants. Trans-
Resources, Inc. v. Transmark U.S.A. Inc., et al., No. 93-601-CIV-J-16 (M.D.
Fla.). The RTC and Trans-Resources complaints seek compensatory and punitive
damages in unspecified amounts, trebling of damages under the RICO claim,
rescissory relief, and reimbursement of costs of suit.

Two stockholders of ML & Co., Charles Miller and Kenneth Steiner, in October,
1991 commenced derivative actions, now consolidated, in New York State
Supreme Court. (Index No. 29885/91). The plaintiffs assert claims for
breach of fiduciary duties in connection with the year-end securities
transactions with GSLIC against all present directors of ML & Co. who were
directors at the times of those trades, and other claims against Transmark
and one of Transmark's principals. The damages sought in this action are
unspecified. The defendants' motions to dismiss on various grounds were
denied, subject to possible further appellate review. However, the court has
stayed the action for all purposes pending a resolution of the above-
mentioned related litigation in Florida.

Management believes that ML & Co. and its subsidiaries have strong defenses
to any allegations of wrongdoing by them in connection with all actions
involving the year-end trades with GSLIC and intends to contest such claims
vigorously.

The ultimate outcome of the actions described above and other civil actions,
arbitration proceedings and claims pending against ML & Co. or its
subsidiaries as of March 28, 1994 cannot be ascertained at this time and the
results of legal proceedings cannot be predicted with certainty.
Nevertheless, it is the opinion of the management of ML & Co. that the
resolution of these matters will not have a material adverse effect on the
consolidated financial statements of ML & Co.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------

None.

Page 17

EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

The following table sets forth certain information concerning executive officers
of ML & Co. as of March 15, 1994.

NAME AND AGE PRESENT TITLE AND PRINCIPAL OCCUPATION SINCE
MARCH, 1989/*/

Herbert M. Allison, Jr., 50 Executive Vice President, Investment Banking Group
since May, 1993; Executive Vice President, Finance
and Administration from October, 1990 to April,
1993; Executive Vice President, Administration
from July, 1989 to October, 1990; Senior Vice
President, Human Resources from January, 1986 to
July, 1989.

Edward L. Goldberg, 53 Executive Vice President, Operations, Systems and
Telecommunications since April, 1991 (and
responsible for Corporate Real Estate and
Purchasing since March, 1993); Director and
Executive Vice President of MLPF&S since May,
1991; from January, 1991 to April, 1991, performed
senior management responsibilities in the
Operations, Systems and Telecommunications
Division; Senior Vice President of Equity Markets,
Professional Securities Services Group of MLPF&S,
September, 1988 to December, 1990.

Stephen L. Hammerman, 55 Vice Chairman of the Board since April, 1992;
Executive Vice President from June, 1985 to April,
1992; General Counsel since October, 1984; General
Counsel of MLPF&S since March, 1981.

Jerome P. Kenney, 52 Executive Vice President, Corporate Strategy,
Credit and Research since May, 1993; Executive
Vice President, Corporate Strategy and Research
from October, 1990 to April, 1993; Executive Vice
President and President of the Capital Markets
Sector from September, 1984 to October, 1990.

David H. Komansky, 54 Executive Vice President, Debt and Equity Markets
Group since May, 1993; Executive Vice President,
Debt Markets Group from June, 1992 to April, 1993;
Executive Vice President, Equity Markets Group
from October, 1990 to May, 1992; Senior Vice
President and National Sales Director of MLPF&S
from February, 1988 to October, 1990.

Winthrop H. Smith, Jr., 44 Executive Vice President, International since
June, 1992; National Sales Director of Eastern
Division from November, 1990 to May, 1992; Regional
Director of Mid-Atlantic Region from July, 1985 to
November, 1990.

- ----------
/*/ Unless otherwise indicated, the offices listed are of ML & Co. Under
ML & Co.'s By-Laws, elected officers are elected annually to hold office
until their successors are elected and qualify; all Executive Officers are
elected by the Board of Directors.

Page 18

NAME AND AGE PRESENT TITLE AND PRINCIPAL OCCUPATION SINCE
MARCH, 1989/*/

John L. Steffens, 52 Executive Vice President, Private Client Group
since October, 1990; Executive Vice President of
the Consumer Markets Sector from July, 1985 to
October, 1990.

Daniel P. Tully, 62 Chairman of the Board since June, 1993; Chief
Executive Officer since May, 1992; President and
Chief Operating Officer since July, 1985; Chairman
of the Board, President, and Chief Executive
Officer of MLPF&S since July, 1985.

Joseph T. Willett, 42 Chief Financial Officer since April, 1993;
Controller since April, 1992; Senior Vice
President since February, 1991; Treasurer from
February, 1991 to April, 1992; First Vice
President of MLPF&S from January, 1988 to
February, 1991.

Arthur H. Zeikel, 61 Executive Vice President, Asset Management Group
since October, 1990; Director, Corporate Strategy
from July, 1988 to October, 1990; President and
Chief Investment Officer of Merrill Lynch Asset
Management since November, 1976.

- ----------
/*/ Unless otherwise indicated, the offices listed are of ML & Co. Under
ML & Co.'s By-Laws, elected officers are elected annually to hold office
until their successors are elected and qualify; all Executive Officers are
elected by the Board of Directors.

PART II
-------

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------

In response to this Item 5, the information set forth in the Notes to
Consolidated Financial Statements under the caption "Regulatory
Requirements and Dividend Restrictions" on page 58 of the Annual Report;
the information on page 69 of the Annual Report under the caption
"Dividends Per Common Share" and the caption "Stockholder Information" is
incorporated herein by reference. The Common Stock of ML & Co. (trading
symbol MER) is listed on the following stock exchanges: New York Stock
Exchange, Chicago Stock Exchange, Pacific Stock Exchange, Paris Bourse,
London Stock Exchange and Tokyo Stock Exchange.

ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------

In response to this Item 6, the information contained in the financial
table "Selected Financial Data" on page 30 of the Annual Report excluding
the financial ratios and the other data set forth therein under the
headings "Financial Ratios" and "Other Statistics" and the information set
forth on page 68 of the Annual

Page 19

Report is incorporated herein by reference and should be read in
conjunction with the Consolidated Financial Statements and the Notes
thereto on pages 45-67 in the Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- -------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

In response to this Item 7, the financial information set forth under the
caption "Financial Ratios--Leverage" on page 30 of the Annual Report, the
discussion on pages 32-42 (up to the caption "Risk Management") of the
Annual Report and the information in the Notes to Consolidated Financial
Statements under the caption "Regulatory Requirements and Dividend
Restrictions" on page 58 of the Annual Report is incorporated herein by
reference and such information should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto on pages 45-67 in
the Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------

In response to this Item 8, the information set forth in the Consolidated
Financial Statements and the Notes thereto on pages 45-67 in the Annual
Report, the Independent Auditors' Report on page 67 in the Annual Report
and the information on page 69 of the Annual Report under the caption
"Quarterly Information" is incorporated by reference herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- -------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None.

PART III
--------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------------------------------------------------------------

In response to this Item 10, the information set forth under the caption
"Election of Directors" on pages 4-7 and in the fourth paragraph on page
25 of ML & Co.'s Proxy Statement dated March 14, 1994 (the "Proxy
Statement") and the information set forth in Part I hereof under the
caption "Executive Officers of the Registrant" is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------

In response to this Item 11, the information set forth under the caption
"Executive Compensation" on pages 14-27 of the Proxy Statement is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------

In response to this Item 12, the information set forth on pages 1-2 and
the information set forth under the caption "Election of Directors" on
pages 4-7 of the Proxy Statement is incorporated herein by reference.

Page 20

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------

In response to this Item 13, the information set forth on pages 24-25 of
the Proxy Statement under the caption "Certain Transactions" is
incorporated herein by reference.

PART IV
-------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
- ---------------------------------------------------------------------------

(a) DOCUMENTS FILED AS PART OF THIS REPORT:

1. Financial Statements

The financial statements are listed on page F-1 hereof by reference
to the corresponding page number in the Annual Report.

2. Financial Statement Schedules

The financial statement schedules required to be filed hereunder are
listed on page F-1 hereof and the schedules included herewith appear on
pages F-2 through F-10 hereof.

3. EXHIBITS

Certain of the following exhibits were previously filed as exhibits to
other reports or registration statements filed by the Registrant and
are incorporated herein by reference to such reports or registration
statements as indicated parenthetically below by the appropriate report
reference date or registration statement number. For convenience,
Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current
Reports on Form 8-K and Registration Statements on Form S-3 are
designated herein as "10-Q," "10-K," "8-K" and "S-3," respectively.

(3) ARTICLES OF INCORPORATION AND BY-LAWS.

(i)(a) Restated Certificate of Incorporation of ML & Co., as
amended April 24, 1987 (Exhibit 3(i) to 10-K for fiscal
year ended December 25, 1992 ("1992 10-K")).

(b) Certificate of Amendment, dated April 29, 1993, of the
Certificate of Incorporation of ML & Co. (Exhibit 3(i) to
10-Q for the quarter ended March 26, 1993 ("1st Quarter
1993 10-Q")).

(c) Certificate of Designation dated March 30, 1988 for
Remarketed Preferred Stock Series C (Exhibit 3(ii) to 1st
Quarter 1993 10-Q).

(d) Certificate of Designation dated December 17, 1987 for
Series A Junior Preferred Stock (Exhibit 3(f) to S-3 (File
No. 33-19975)).

Page 21

(e) Form of Rights Agreement dated as of December 16, 1987
between ML & Co. and Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company) (Exhibit 3(iv) to 1992
10-K).

(ii) By-Laws of ML & Co., effective as of October 25, 1993
(Exhibit 3(i) to 10-Q for the quarter ended September 24,
1993 ("3rd Quarter 1993 10-Q")).

(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES

Pursuant to Item 601(b)(4)(iii) (A) of Regulation S-K , the
Registrant hereby undertakes to furnish to the Securities and
Exchange Commission, upon request, copies of the instruments
defining the rights of holders of long-term debt securities of the
Registrant, none of which instruments, including the Exhibits
listed in 4(iv) to (xxxv) below, authorize an amount of securities
that exceed 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. For convenience purposes,
the Registrant hereby files as Exhibits 4(iv) through (xxxv) the
form of each long-term security issued by the Registrant from
January 1, 1993 through March 25, 1994.

(i) Senior Indenture, dated as of April 1, 1983, as amended and
restated, between ML & Co. and Chemical Bank (successor by
merger to Manufacturers Hanover Trust Company) (Exhibit
99(c) to ML & Co.'s Registration Statement on Form 8-A dated
July 20, 1992.

(ii) Supplemental Indenture to the Senior Indenture, dated as of
March 15, 1990, between ML & Co., and Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company)
(Exhibit 99(c) to ML & Co.'s Registration Statement on Form
8-A dated July 20, 1992).

(iii) Senior Indenture, dated as of October 1, 1993, between ML &
Co. and The Chase Manhattan Bank, N.A. (Exhibit 4 to 8-K
dated October 7, 1993).

(iv) Form of ML & Co.'s Step-Up Notes due January 26, 2000
(Exhibit 4 to 8-K dated January 26, 1993).

(v) Form of ML & Co.'s S&P 500 (Registered Trademark) Market
Index Target-Term Securities/SM/ due July 31, 1998 (Exhibit
4 to 8-K dated January 28, 1993).

(vi) Form of ML & Co.'s Global Telecommunications Portfolio
Market Index Target-Term Securities/SM/ due October 15, 1998
(Exhibit 4 to 8-K dated September 13, 1993).

- ----------------------
"S&P 500" is a registered service mark of Standard & Poor's Inc.

Page 22

(vii) Form of ML & Co.'s European Portfolio Market Index Target-
Term Securities/SM/ due June 30, 1999 (Exhibit 4 to 8-K
dated December 30, 1993).

(viii) Form of ML & Co.'s Currency Protected Notes due December
31, 1998 (Exhibit 4 to 8-K dated July 7, 1993).

(ix) Form of ML & Co.'s Equity Participation Securities with
Minimum Return Protection due June 30, 1999 (Exhibit 4 to
8-K dated June 28, 1993).

(x) Form of ML & Co.'s Japan Index Equity Participation
Securities with Minimum Return Protection due January 31,
2000 (Exhibit 4 to 8-K dated January 27, 1994).

(xi) Form of ML & Co.'s Stock Market Annual Reset Term
Notes/SM/, Series A, due December 31, 1999 (Exhibit 4 to
8-K dated April 29, 1993).

(xii) Form of ML & Co.'s Global Bond Linked Securities due
December 31, 1998 (Exhibit 4 to 8-K dated February 22,
1993).

(xiii) Form of ML & Co.'s Fixed Rate Medium-Term Notes, Series B
(Exhibit 4(xiii) to 3rd Quarter 1993 10-Q).

(xiv) Form of ML & Co.'s Floating Rate Medium-Term Notes, Series
B (Exhibit 4(xiv) to 3rd Quarter 1993 10-Q).

(xv) Form of ML & Co.'s New Peso-Linked Medium-Term Notes,
Series B, due February 9, 1995 (Exhibit 4(ppp) to S-3 (File
No. 33-52647)).

(xvi) Form of ML & Co.'s Italian Lira Principal Linked Medium-
Term Notes, Series B, due February 3, 1995 (Exhibit 4(lll)
to S-3 (File No. 33-52647)).

(xvii) Form of ML & Co.'s Multi-Currency Medium-Term Notes, Series
B (Exhibit 4(fff) to S-3 (File No. 33-52647)).

(xviii) Form of ML & Co.'s Japanese Yen Swap Rate Linked Medium-
Term Notes, Series B (Exhibit 4(mmm) to S-3 (File No.
33-52647)).

(xix) Form of ML & Co.'s Nine-Month Renewable Floating Rate
Medium-Term Notes, Series B, due October 9, 1996 (Exhibit
4(ix) to 3rd Quarter 1993 10-Q).

(xx) Form of ML & Co.'s Three Year Japanese Yen Duration
Enhanced Medium-Term Notes, Series B, with JPY Exposure on
Gain/Loss due November 1, 1996 (Exhibit 4(xv) to 3rd
Quarter 1993 10-Q).

(xxi) Form of ML & Co.'s Swap Spread Linked Medium-Term Notes due
May 20, 1998 (Exhibit 4(vii) to 2nd Quarter 1993 10-Q).

Page 23

(xxii) Form of ML & Co.'s Inverse Floating Rate Medium-Term Notes
due September 15, 1998 (Exhibit 4(vii) to 3rd Quarter 1993
10-Q).

(xxiii) Form of ML & Co.'s Inverse Floating Rate Medium-Term Notes,
Series B, due October 19, 1998 (Exhibit 4(xii) to 3rd
Quarter 1993 10-Q).

(xxiv) Form of ML & Co.'s Step-Up Medium-Term Notes due May 20,
2008 (Exhibit 4(viii) to 2nd Quarter 1993 10-Q).

(xxv) Form of ML & Co.'s Constant Maturity Treasury Rate Indexed
Medium-Term Notes, Series B (Exhibit 4(ccc) to S-3 (File
No. 33-52647)).

(xxvi) Form of ML & Co.'s Japanese Yen Yield Curve Flattening
Medium-Term Notes, Series B (Exhibit 4(ddd) to S-3 (File
No. 33-52647)).

(xxvii) Form of ML & Co.'s 4 3/4% Notes due June 24, 1996 (Exhibit
4 to 8-K dated June 24, 1993).

(xxviii) Form of ML & Co.'s 5% Notes due December 15, 1996 (Exhibit
4 to 8-K dated December 22, 1993).

(xxix) Form of ML & Co.'s 6 1/4% Notes due January 15, 2006
(Exhibit 4 to 8-K dated January 20, 1994).

(xxx) Form of ML & Co.'s 6 1/4% Notes due October 15, 2008
(Exhibit 4 to 8-K dated October 15, 1993).

(xxxi) Form of ML & Co.'s 6 3/8% Notes due September 8, 2006
(Exhibit 4 to 8-K dated September 8, 1993).

(xxxii) Form of ML & Co.'s 6 7/8% Notes due March 1, 2003 (Exhibit
4 to 8-K dated March 1, 1993).

(xxxiii) Form of ML & Co.'s 7% Notes due April 27, 2008 (Exhibit 4
to 8-K dated April 27, 1993).

(xxxiv) Form of ML & Co.'s 7.05% Notes due April 15, 2003 (Exhibit
4 to 8-K dated April 15, 1993).

(xxxv) Form of ML & Co.'s Constant Maturity Treasury Indexed Notes
due March 24, 1997 (Exhibit 4 to 8-K dated March 24, 1994).

(10) MATERIAL CONTRACTS

COMPENSATION PLANS AND ARRANGEMENTS

(i) ML & Co. 1978 Incentive Equity Purchase Plan, as amended
July 27, 1992 (Exhibit 10(iv) to 2nd Quarter 1992 10-Q).

Page 24

(ii) Form of ML & Co. 1994 Deferred Compensation Agreement for a
Select Group of Eligible Employees (Exhibit 10(i) to 3rd
Quarter 1993 10-Q).

(iii) ML & Co. Long-Term Incentive Compensation Plan, as amended
as of October 25, 1993.

(iv) ML & Co. Equity Capital Accumulation Plan, as amended as of
October 25, 1993 (Exhibit 10(iii) to 3rd Quarter 1993
10-Q).

(v) ML & Co. Executive Officer Compensation Plan (effective as
of January 1, 1994 upon receipt of ML & Co. stockholder
approval) (Exhibit 10(i) to ML & Co.'s Proxy Statement for
the 1994 Annual Meeting of Stockholders filed in Schedule
14A on March 14, 1994 ("Proxy Statement")).

(vi) Written description of Retirement Program for Non-Employee
Directors of ML & Co., as amended June 29, 1988 (Page 24 of
ML & Co.'s Proxy Statement).

(vii) ML & Co. Non-Employee Directors' Equity Plan (Exhibit
10(iv) to 3rd Quarter 1992 10-Q).

(viii) Executive Annuity Agreement, dated July 24, 1991, by and
between ML & Co. and Daniel P. Tully (Exhibit 10(iii) to
2nd Quarter 1991 10-Q).

(ix) Amendment dated April 30, 1992 to Executive Annuity
Agreement, dated July 24, 1991, by and between ML & Co. and
Daniel P. Tully (Exhibit 10(ii) to 2nd Quarter 1992 10-Q).

(x) Form of Severance Agreement between ML & Co. and certain of
its directors and executive officers (Exhibit 10(i) to 3rd
Quarter 1992 10-Q).

(xi) Form of Indemnification Agreement entered into with all
current directors of ML & Co. and to be entered into with
all future directors of ML & Co.

(xii) Written description of ML & Co.'s incentive compensation
programs.

(xiii) Written description of ML & Co.'s compensation policy for
directors (Page 24 of ML & Co.'s Proxy Statement).

(xiv) Merrill Lynch KECALP Growth Investments Limited Partnership
1983 (Exhibit 1(b) to Registration Statement on Form N-2
(File No. 2-81619)).

(xv) Merrill Lynch KECALP L.P. 1984 (Exhibit 1(b) to
Registration Statement on Form N-2 (File No. 2-87962)).

(xvi) Merrill Lynch KECALP L.P. 1986 (Exhibit 1(b) to
Registration Statement on Form N-2 (File No. 2-99800)).

Page 25

(xvii) Merrill Lynch KECALP L.P. 1987 (Exhibit 1(b) to
Registration Statement on Form N-2 (File No. 33-11355)).

(xviii) Merrill Lynch KECALP L.P. 1989 (Exhibit 1(b) to
Registration Statement on Form N-2 (File No. 33-26561)).

(xix) Merrill Lynch KECALP L.P. 1991 (Exhibit 1(b) to
Registration Statement on Form N-2 (File No. 33-39489)).

-- 10(xx) to (xxv) intentionally omitted --

AGREEMENTS RELATING TO THE WORLD FINANCIAL CENTER
-------------------------------------------------

(xxvi) The following documents relate to the Registrant's
occupation of office space in buildings at the World
Financial Center, New York, New York:

(a) Reimbursement Agreement between Olympia & York Tower D
Company ("D Company") and Merrill Lynch/WFC/L, Inc.
("WFC/L"), dated as of August 24, 1984 (Exhibit 10(i)
to 8-K dated January 22, 1990).

(b) Reimbursement Agreement between Olympia & York Tower B
Company ("B Company") and WFC/L, dated as of August 24,
1984 (Exhibit 10(ii) to 8-K dated January 22, 1990).

/*/(c) Agreement of Lease (with respect to Parcel D), dated as
of February 26, 1988, between WFC Tower D Company
(formerly known as Olympia & York Tower D Company) ("D
Company") and WFC/L (Exhibit 10(xxx)(c) to 1992 10-K).

/*/(d) Guaranty and Assumption Agreement dated as of February
26, 1988 between ML & Co. and D Company (Exhibit
19(xxx)(d) to 1992 10-K).

/*/(e) Agreement of Lease (with respect to Parcel B) dated as
of September 29, 1988 between B Company and WFC/L
(Exhibit 10(i) to 1st Quarter 1993 10-Q).

/*/(f) Guaranty and Assumption Agreement dated as of September
29, 1988 between ML & Co. and B Company (Exhibit
10(ii) to 1st Quarter 1993 10-Q).

/*/(g) Restated and Amended Partnership Agreement of D
Company, executed on December 24, 1986 (Exhibit
10(xxx)(g) to 1992 10-K).

/*/(h) Agreement of Sublease dated as of September 29, 1988
between WFC/L and Olympia & York Tower B Lease Company
(Exhibit 10(iii) to 1st Quarter 1993 10-Q).

- -------------
/*/ Confidential treatment has been requested for portions of this exhibit.

Page 26

/*/(i) Agreement of Sublease (with respect to a portion of
Parcel B) dated November 26, 1990 between WFC/L and
Nomura Holding America, Inc. (Exhibit 10(xviii)(i) to
Form 8 dated June 6, 1991).

/*/(j) Agreement of Sublease (with respect to a portion
of Parcel B), dated December 17, 1993 between WFC/L and
Deloitte & Touche.

(xxvii) The following are amendments to certain of the documents
that are related to ML & Co. occupation of office space in
buildings at the World Financial Center, New York, New York:

(a) First Amendment to Building D Agreement to Lease,
Leasehold Improvements Agreement and Reimbursement
Agreement (with respect to Parcel D) dated as of July
12, 1985 between D Company and WFC/L (Exhibit 10(iii)
to 8-K dated January 22, 1990).

(b) First Amendment to Building B Agreement to Lease,
Reimbursement Agreement Second Amendment to Leasehold
Improvements Agreement (with respect to Parcel B) dated
as of July 12, 1985 between B Company and WFC/L
(Exhibit 10(iv) to 8-K dated January 22, 1990).

(c) Second Amendment to Reimbursement Agreement (with
respect to Parcel D) dated as of February 26, 1988
between D Company and WFC/L (Exhibit 10(iv) to 1st
Quarter 1993 10-Q).

/*/(d) Amended and Restated Second Amendment to
Reimbursement Agreement (with respect to Parcel B)
dated as of September 29, 1988 between B Company and
WFC/L (Exhibit 10(v) to 1st Quarter 1993 10-Q).

(e) Amendment of Agreement of Lease (with respect to Parcel
D) dated as of September 29, 1988 between D Company and
WFC/L (Exhibit 10(vi) to 1st Quarter 1993 10-Q).

(f) First Amendment to Agreement of Sublease, dated as of
September 29, 1988, between WFC/L and Olympia & York
Tower B Lease Company (Exhibit 10(v) to 1st Quarter
1989 10-Q).

(g) Letter Amendment to the Restated and Amended
Partnership Agreement of WFC Tower D Company, dated as
of February 26, 1988, between O&Y Tower D Holding
Company I (which has succeeded to the interest of O&Y
U.S. Development Corp.), O&Y Tower D Holding Company II
and HQ North Company, Inc. (formerly known as O&Y Delta
Corp.) ("HQ North") (Exhibit 10(vii) to 1st Quarter
1993 10-Q).

- -----------------
/*/ Confidential treatment has been requested for portions of this exhibit.

Page 27

(h) Third Amendment to Restated and Amended Partnership
Agreement of WFC Tower D Company, dated as of July 12,
1990, among O&Y I, O&Y II and HQ North (Exhibit
10(xxix)(i) to 1990 10-K).

/*/(i) Second Amendment, dated as of December 26, 1990, to
Agreement of Sublease dated as of September 29, 1988
between WFC/L and Olympia & York Tower B Lease Company
(Exhibit 10(xxix)(j) to 1990 10-K).

/*/(j) Second Amendment, dated as of January 5, 1994 to
Agreement of Sublease (with respect to a portion of
Parcel B), dated November 26, 1990 between WFC/L and
Nomura Holding America Inc.

In addition to the foregoing agreements, various guarantees,
security agreements and related documents were granted by or
to Olympia & York Developments Limited and by or to O & Y
Equity Corp. to or by ML & Co. in connection with the World
Financial Center transactions. Exhibits to the documents
listed in items (xxvi) and (xxvii) above have been omitted,
except where such exhibits are material to the transactions.

(11) STATEMENT RE COMPUTATION OF PER SHARE EARNINGS.

(12) STATEMENT RE COMPUTATION OF RATIOS (Exhibit 12 to 8-K dated
March 9, 1994).

(13) 1993 ANNUAL REPORT TO STOCKHOLDERS.

(21) SUBSIDIARIES OF THE REGISTRANT.

(23) CONSENT OF INDEPENDENT AUDITORS.

(b) REPORTS ON FORM 8-K

The following Current Reports on Form 8-K were filed by the
Registrant during the fourth quarter of 1993 with the Commission
under the caption "Item 5. Other Events":

(i) Current Report on Form 8-K dated October 7, 1993, for the
purpose of filing the form of ML & Co. Indenture between ML &
Co. and The Chase Manhattan Bank, N.A., dated as of October 1,
1993.

(ii) Current Report on Form 8-K dated October 11, 1993, for the
purpose of filing Preliminary Unaudited Earnings Summaries
for the three- and nine-month periods ended September 24,
1993.

(iii) Current Report on Form 8-K dated October 15, 1993, for the
purpose of filing the form of ML & Co.'s 6 1/4% Notes due
October 15, 2008 and the opinion of counsel relating hereto.

- ----------
/*/ Confidential treatment has been requested for portions of this exhibit.

Page 28

(iv) Current Report on Form 8-K dated October 27, 1993, for the
purpose of filing ML & Co.'s Preliminary Unaudited Consolidated
Balance Sheet as of September 24, 1993 and statements regarding
computation of ratios.

(v) Current Report on Form 8-K dated December 22, 1993, for the
purpose of filing the form of ML & Co.'s 5% Notes due December
15, 1996 and the opinion of counsel relating thereto.

(vi) Current Report on Form 8-K dated December 22, 1993, for the
purpose of reporting the settlement of a SEC administrative
proceeding.

(vii) Current Report on Form 8-K dated December 27, 1993, for the
purpose of filing the form of Warrant Agreement between ML & Co.
and Citibank, N.A., dated as of December 27, 1993, including a
form of the AMEX Hong Kong 30 Index Call Warrants and the opinion
of counsel relating thereto.

(viii) Current Report on Form 8-K dated December 30, 1993, for the
purpose of filing the form of ML & Co.'s European Portfolio
Market Index Target-Term Securities due June 30, 1999 and the
opinion of counsel relating thereto.

INDEMNIFICATION

For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned Registrant hereby undertakes as follows:

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 foregoing provisions, 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.

DESCRIPTION OF COMMON STOCK

The authorized capital stock of ML & Co. consists of 500,000,000 shares
of capital 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 February 23, 1994, 212,582,125
shares of Common Stock were outstanding. The shares of Common Stock have
no preemptive or conversion rights, redemption provisions or sinking fund
provisions. The outstanding shares of Common Stock are duly and validly
issued, fully paid and

Page 29

nonassessable. Each share is eligible to participate in the Rights under
the Rights Plan referenced below, to the extent specified therein, to
purchase certain securities upon the occurrence of certain events
specified in such Rights Plan.

The Board of Directors of ML & Co., without further action by
stockholders, has the authority to issue all of the 25,000,000 shares of
Preferred Stock, which are currently authorized, from time to time in one
or more series and, with respect to each such series, has authority 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 February 23, 1994, there were 3,000 shares of ML & Co.'s
Remarketed Preferred/SM/ Stock issued of which 1,938 were outstanding,
which has dividend and liquidation preferences over Common Stock and over
Series A Junior Preferred Stock issuable pursuant to a Rights Agreement
dated as of December 16, 1987 between ML & Co. and Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company), which is set
forth herein as Exhibit 3(i)(e).

Page 30

MERRILL LYNCH & CO., INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
ITEMS (14)(A)(1) AND (14)(A)(2)

PAGE REFERENCE
-----------------
ANNUAL
FORM 10-K REPORT
--------- ------

FINANCIAL STATEMENTS
- --------------------
Statements of Consolidated Earnings, Year Ended
Last Friday in December 1993, 1992 and 1991 45

Consolidated Balance Sheets, December 31, 1993
and December 25, 1992 46-47

Statements of Changes in Consolidated
Stockholders' Equity, Year Ended Last Friday in
December 1993, 1992 and 1991 48

Statements of Consolidated Cash Flows, Year
Ended Last Friday in December 1993, 1992 and
1991 49

Notes to Consolidated Financial Statements 50-67

Independent Auditors' Report 67

FINANCIAL STATEMENT SCHEDULES
- -----------------------------

Independent Auditors' Report F-2

Schedule III Condensed Financial Information
of Registrant F-3-F-8

Schedule IX Short-Term Borrowings
(Consolidated) Years Ended
December 31, 1993, December 25,
1992 and December 27, 1991 F-9

Schedule X Supplementary Income Statement
Information (Consolidated),
Years Ended December 31, 1993,
December 25, 1992 and December
27, 1991 F-10

Specifically incorporated elsewhere herein by
reference are certain portions of the following
unaudited items:

(i) Selected Financial Data 30
(ii) Management's Discussion and Analysis
(excluding Risk Management beginning
on page 42) 32-42
(iii) Five-Year Financial Summary 68
(iv) Quarterly Information 69

Schedules not listed are omitted because of the absence of the conditions under
which they are required or because the information is included in the
consolidated financial statements and notes thereto which are incorporated
herein by reference to the Registrant's Annual Report.

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Merrill Lynch & Co., Inc.:

We have audited the consolidated financial statements of Merrill Lynch & Co.,
Inc. and subsidiaries (the "Company") as of December 31, 1993 and December 25,
1992 and for each of the three years in the period ended December 31, 1993 and
have issued our report thereon dated February 28, 1994; such consolidated
financial statements and report are included in your 1993 Annual Report to
Stockholders and are incorporated herein by reference. Our audits also included
Schedules III, IX and X, listed in the Index to Financial Statements and
Financial Statement Schedules. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

/s/ Deloitte & Touche

New York, New York
February 28, 1994

F-2

SCHEDULE III
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
---------------------------------------------
MERRILL LYNCH & CO., INC.
-------------------------
(PARENT COMPANY ONLY)
---------------------
CONDENSED STATEMENTS OF EARNINGS
--------------------------------
YEARS ENDED DECEMBER 31, 1993, DECEMBER 25, 1992 AND DECEMBER 27, 1991
----------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
----------------------

1993 1992 1991
---------- --------- ---------
(53 WEEKS) (52 WEEKS) (52 WEEKS)

REVENUES
Management service fees (from affiliates)... $ 260,156 $ 230,452 $ 223,922
Interest (principally from affiliates)...... 921,394 724,562 906,202
Other....................................... 4,107 5,231 4,872
---------- --------- ---------
Total Revenues.............................. 1,185,657 960,245 1,134,996
Interest Expense............................ 948,223 856,038 1,108,589
---------- --------- ---------
Net Revenues................................ 237,434 104,207 26,407
---------- --------- ---------
NON-INTEREST EXPENSES
Compensation and benefits................... 205,839 193,032 204,127
Other....................................... 355,494 265,583 203,304
---------- --------- ---------
Total Non-Interest Expenses................. 561,333 458,615 407,431
---------- --------- ---------
LOSS BEFORE INCOME TAX BENEFITS, EQUITY IN
EARNINGS OF AFFILIATES AND CUMULATIVE EFFECT
OF CHANGES IN ACCOUNTING PRINCIPLES......... (323,899) (354,408) (381,024)
INCOME TAX BENEFITS........................ (105,243) (153,765) (239,129)
---------- --------- ---------
LOSS BEFORE EQUITY IN EARNINGS OF AFFILIATES
AND CUMULATIVE EFFECT OF CHANGES IN ACCOUNT-
ING PRINCIPLES.............................. (218,656) (200,643) (141,895)
EQUITY IN EARNINGS OF AFFILIATES........... 1,613,015 1,153,048 838,012
---------- --------- ---------
EARNINGS BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES.................... 1,394,359 952,405 696,117
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
PRINCIPLES (NET OF APPLICABLE INCOME TAXES
OF $25,075 IN 1993 AND $55,291 IN 1992)... (35,420) (58,580) --
---------- --------- ---------
NET EARNINGS................................. $1,358,939 $ 893,825 $ 696,117
========== ========= =========
NET EARNINGS APPLICABLE TO COMMON
STOCKHOLDERS................................ $1,353,558 $ 887,486 $ 678,392
========== ========= =========

See Notes to Condensed Financial Statements

F-3

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF REGISTRANT
---------------------------------------------
MERRILL LYNCH & CO., INC.
-------------------------
(PARENT COMPANY ONLY)
---------------------
CONDENSED BALANCE SHEETS
------------------------
DECEMBER 31, 1993 AND DECEMBER 25, 1992
---------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
------------------------------------------------

1993 1992
----------- -----------
ASSETS
- ------

Cash and cash equivalents............................ $ 78,438 $ 2,564
Loans to, receivables from and preference securities
of affiliates....................................... 31,666,915 22,466,212
Investments in affiliates, at equity................. 5,421,164 4,570,404
Property, leasehold improvements and equipment (net
of accumulated depreciation and amortization of
$264,090 in 1993 and $230,774 in 1992).............. 281,777 302,809
Other receivables and assets......................... 740,653 636,844
----------- -----------
TOTAL ASSETS......................................... $38,188,947 $27,978,833
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
LIABILITIES
Commercial paper and other short-term borrowings..... $15,725,247 $ 9,715,292
Loans from and payables to affiliates................ 1,312,214 1,284,160
Other liabilities and accrued interest............... 2,041,270 1,476,862
Long-term borrowings................................. 13,624,303 10,933,415
----------- -----------
Total Liabilities.................................... 32,703,034 23,409,729
----------- -----------
STOCKHOLDERS' EQUITY
Preferred Stockholders' Equity:
Preferred stock, par value $1.00 per share (Liquida-
tion preference $100,000 per share); authorized:
25,000,000 shares; issued: 1993 and 1992--3,000
shares; outstanding: 1993 and 1992--1,938 shares... 193,800 193,800
----------- -----------
Common Stockholders' Equity:
Common stock, par value $1.33 1/3 per share; autho-
rized: 500,000,000 shares; issued: 1993--
236,330,162 shares; 1992--234,692,848 shares....... 315,105 312,922
Paid-in capital..................................... 1,156,367 1,081,469
Foreign currency translation adjustment............. (18,305) (6,129)
Unrealized appreciation of investment securities
available-for-sale (net of applicable income taxes
of $12,493)........................................ 21,355 --
Retained earnings................................... 4,777,142 3,570,980
----------- -----------
Subtotal........................................... 6,251,664 4,959,242
Less: Treasury stock, at cost:
1993--23,408,139 shares;
1992--16,288,488 shares...................... 695,788 286,599
Unallocated ESOP shares, at cost:
1993-- 8,932,332 shares;
1992--11,201,672 shares...................... 140,684 176,426
Employee stock transactions................... 123,079 120,913
----------- -----------
Total Common Stockholders' Equity.................... 5,292,113 4,375,304
----------- -----------
Total Stockholders' Equity........................... 5,485,913 4,569,104
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........... $38,188,947 $27,978,833
=========== ===========

See Notes to Condensed Financial Statements

F-4

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF REGISTRANT
---------------------------------------------
MERRILL LYNCH & CO., INC.
-------------------------
(PARENT COMPANY ONLY)
---------------------
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
YEARS ENDED DECEMBER 31, 1993, DECEMBER 25, 1992 AND DECEMBER 27, 1991
----------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
----------------------

1993 1992 1991
----------- ----------- -----------

Cash flows from operating activities:
Net earnings........................... $ 1,358,939 $ 893,825 $ 696,117
Noncash items included in earnings:
Cumulative effect of changes in ac-
counting principles.................. 35,420 58,580 --
Equity in earnings of affiliates...... (1,613,015) (1,153,048) (838,012)
Depreciation and amortization......... 39,448 40,883 42,426
Deferred income taxes................. (84,501) 31,738 (26,270)
Other................................. 188,470 70,805 52,632
(Increase) decrease in:
Intercompany receivables, net of
payables............................. (7,808,864) (4,022,763) (1,768,757)
Investments in affiliates............. (175,772) (120,976) (886,071)
Other operating assets, net of liabil-
ities................................ (802,053) (862,532) (265,297)
Proceeds from dividends from affili-
ates.................................. 913,554 1,067,091 1,253,727
----------- ----------- -----------
Cash used for operating activities.... (7,948,374) (3,996,397) (1,739,505)
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from (payments for):
Investment securities................. 7,774 -- (10,539)
Property, leasehold improvements and
equipment............................ (21,526) (25,146) (4,765)
----------- ----------- -----------
Cash used for investing activities.... (13,752) (25,146) (15,304)
----------- ----------- -----------

Cash flows from financing activities:
Proceeds from (payments for):
Commercial paper and other short-term
borrowings........................... 6,009,955 1,562,823 693,822
Issuance and resale of long-term
borrowings........................... 7,282,252 5,813,405 5,064,726
Settlement and repurchases of long-
term borrowings...................... (4,590,455) (3,032,843) (3,729,665)
Repurchases of Remarketed Preferred
stock................................ -- (11,700) (94,500)
Other common stock transactions....... (510,975) (189,301) (54,772)
Dividends............................. (152,777) (126,237) (121,446)
----------- ----------- -----------
Cash provided by financing activities. 8,038,000 4,016,147 1,758,165
----------- ----------- -----------
Increase (decrease) in cash and cash
equivalents............................ 75,874 (5,396) 3,356
Cash and cash equivalents, beginning of
year................................... 2,564 7,960 4,604
----------- ----------- -----------
Cash and cash equivalents, end of year.. $ 78,438 $ 2,564 $ 7,960
=========== =========== ===========

Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Income taxes totaled $1,003,871 in 1993, $543,796 in 1992 and $302,507 in
1991.
Interest totaled $897,498 in 1993, $877,817 in 1992 and $1,102,942 in
1991.
Supplemental Disclosure of Non-Cash Investing Activities:
Unrealized appreciation of investment securities available-for-sale
totaled $21,355, net of applicable income taxes of $12,493 in 1993.

See Notes to Condensed Financial Statements

F-5

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF REGISTRANT
---------------------------------------------
MERRILL LYNCH & CO., INC.
-------------------------
(PARENT COMPANY ONLY)
---------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(DOLLARS IN THOUSANDS)
----------------------

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

The condensed financial statements of Merrill Lynch & Co., Inc. (the "Parent
Company") should be read in conjunction with the consolidated financial
statements of Merrill Lynch & Co., Inc. and subsidiaries (the "Corporation") and
the notes thereto incorporated elsewhere herein by reference. Where
appropriate, prior years' financial statements have been reclassified to conform
to the 1993 presentation.

DIVIDENDS RECEIVED FROM AFFILIATES

The Parent Company received cash dividends totaling $913,554, $1,067,091, and
$1,253,727 from its consolidated subsidiaries in 1993, 1992 and 1991,
respectively.

LONG-TERM BORROWINGS AND GUARANTEES

Long-term borrowings included on pages 56 and 57 of the Annual Report,
incorporated elsewhere herein by reference, represent borrowings of the Parent
Company. At December 31, 1993, Parent Company borrowings totaling $155,403 were
held for purposes of resale by affiliates which also purchased $672,649 and
resold $579,561 of such borrowings during the year.

In certain instances, the Parent Company guarantees obligations of subsidiaries
that may include obligations associated with foreign exchange forward contracts
and swap transactions.

Substantially all of the Parent Company's fixed-rate long-term borrowings are
swapped into floating interest rates. These swaps, generally made with an
affiliate which is a dealer in such instruments, are used to hedge interest rate
and foreign currency exposures associated with long-term borrowings. At December
31, 1993 and December 25, 1992, the notional amounts of these instruments were
$11,904,797 and $10,359,046, respectively.

F-6

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF REGISTRANT
---------------------------------------------
MERRILL LYNCH & CO., INC.
-------------------------
(PARENT COMPANY ONLY)
---------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
---------------------------------------------------
(DOLLARS IN THOUSANDS)
----------------------

ACCOUNTING CHANGES

During the fourth quarter of 1993, the Parent Company adopted Statement of
Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" ("SFAS No. 112") and SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities". SFAS No. 112 was effective
as of the 1993 first quarter. The cumulative effect of this change in
accounting principle, reported in the Condensed Statements of Earnings,
resulted in a charge of $35,420 (net of applicable income tax benefits),
including $31,970 (net of applicable income tax benefits) from equity in
earnings of affiliates. SFAS No. 115 was effective as of the last day of the
fiscal year. The effect of this change, reported in the Condensed Balance
Sheet under Stockholders' Equity, was an increase of $21,355 (net of applicable
income taxes), all from equity in affiliates.

In 1992, the Parent Company adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and SFAS No. 109, "Accounting for
Income Taxes". These accounting changes were effective as of the 1992 first
quarter. The cumulative effect of these changes, reported in the Condensed
Statements of Earnings, resulted in a net charge of $58,580 (net of applicable
income taxes), including a net charge of $61,083 (net of applicable income
taxes)from equity in earnings of affiliates.

Reference is made to pages 51 and 52 of the Annual Report for additional
information on Accounting Changes.

NON-INTEREST EXPENSES - OTHER

The Parent Company recorded a non-recurring pretax occupancy charge totaling
$103,000 ($59,700 after income taxes) in the 1993 first quarter. The non-
recurring charge related to the Corporation's decision not to occupy certain
office space at its World Financial Center Headquarters facility and, instead,
to offer for sublease the unused space to third parties. An agreement to
sublease this space was entered into in December 1993.

F-7

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF REGISTRANT
---------------------------------------------
MERRILL LYNCH & CO., INC.
-------------------------
(PARENT COMPANY ONLY)
---------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
---------------------------------------------------
(DOLLARS IN THOUSANDS)
----------------------

STOCKHOLDERS' EQUITY

During 1993 the Corporation's Board of Directors declared a two-for-one common
stock split, effected in the form of a 100 percent stock dividend. In
addition, stockholders of the Corporation approved an increase in the authorized
number of shares of common stock from 200 million to 500 million shares. The
Corporation also issued 1,637,314 shares of common stock in connection with
certain employee benefit plans. Reference is made to page 55 of the Annual
Report for additional information on Stockholders' Equity.

F-8

SCHEDULE IX
MERRILL LYNCH & CO., INC.
AND SUBSIDIARIES

SHORT-TERM BORROWINGS
YEARS ENDED DECEMBER 31, 1993, DECEMBER 25, 1992 AND DECEMBER 27, 1991
(Dollars in Thousands)

Maximum Average
Weighted Average Month-End Amount Month-End Amount Weighted Average
Category of Aggregate Balance at Interest Rate Outstanding Outstanding Interest Rate
Short-Term Borrowings End of Year at End of Year During the Year During the Year During the Year(1)
- ------------------------------ ----------- ----------------- ---------------- ---------------- ------------------

Bank Loans - 1991 $ 350,893 7.48% $ 2,495,969 $ 1,017,554 6.72%
Bank Loans - 1992 $ 243,754 3.85% $ 2,852,848 $ 906,371 6.20%
Bank Loans - 1993 $ 972,159 3.50% $ 1,423,381 $ 609,139 5.44%

Commercial Paper - 1991 $ 7,682,897 5.16% $ 7,889,933 $ 7,388,799 6.18%
Commercial Paper - 1992 $ 9,578,612 3.49% $10,627,281 $ 8,582,990 3.82%
Commercial Paper - 1993 $14,895,540 3.16% $16,267,960 $12,660,217 3.10%

Repurchase Agreements - 1991 $24,522,275 4.85% $29,377,375 $23,043,860 6.31%
Repurchase Agreements - 1992 $32,410,407 4.05% $41,116,752 $33,336,456 4.37%
Repurchase Agreements - 1993 $56,418,148 5.15% $63,924,560 $48,115,189 4.45%

(1) Computation is based upon the total annual interest cost divided by the
average daily loan balances outstanding, multiplied by the number of days
in the year.

F-9

SCHEDULE X

MERRILL LYNCH & CO., INC.
-------------------------
AND SUBSIDIARIES
----------------

SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, DECEMBER 25, 1992 AND DECEMBER 27, 1991
(Dollars in Thousands)

- --------------------------------------------------------------------------------
...Charged to Costs and Expenses...
Item 1993 1992 1991
- --------------------------------------------------------------------------------

Advertising $255,495 $201,200 $164,785

F-10

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on the
30th day of March, 1994.

MERRILL LYNCH & CO., INC.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the 30th day of March, 1994.

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

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

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

/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 Director
---------------------------
(George B. Harvey)

/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 Director
-----------------------------
(William L. Weiss)

NOTE CONCERNING EXHIBITS

This Annual Report on Form 10-K is accompanied by a 1993 Annual Report to
Stockholders containing the required financial statements and most of the
financial statement schedules; the balance of the financial statement schedules
appear on the foregoing pages F-1 through F-10. Merrill Lynch will furnish
copies of any other exhibits, for which Merrill Lynch may impose a reasonable
charge, to any person upon request addressed to:

Gregory T. Russo, Esq.
Secretary
Merrill Lynch & Co., Inc.
100 Church Street
12th Floor
New York 10080-6512

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

MERRILL LYNCH & CO., INC.

EXHIBITS TO

FORM 10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year Commission file number 1-7182
ended December 31, 1993

INDEX TO EXHIBITS

Certain of the following exhibits were previously filed as exhibits to other
reports or registration statements filed by the Registrant and are incorporated
herein by reference to such reports or registration statements as indicated
parenthetically below by the appropriate report reference date or registration
statement number. For convenience, Quarterly Reports on Form 10-Q, Annual
Reports on Form 10-K, Current Reports on Form 8-K and Registration Statements on
Form S-3 are designated herein as "10-Q," "10-K," "8-K" and "S-3," respectively.

EXHIBIT
- -------

(3) Articles of Incorporation and By-Laws

(i)(a) Restated Certificate of Incorporation of ML & Co., as amended April
24, 1987 (Exhibit 3(i) to 10-K for fiscal year ended December 25,
1992 ("1992 10-K")).

(b) Certificate of Amendment, dated April 29, 1993, of the Certificate
of Incorporation of ML & Co. (Exhibit 3(i) to 10-Q for the quarter
ended March 26, 1993 ("1st Quarter 1993 10-Q")).

(c) Certificate of Designation dated March 30, 1988 for Remarketed
Preferred Stock Series C (Exhibit 3(ii) to 1st Quarter 1993 10-Q).

(d) Certificate of Designation dated December 17, 1987 for Series A
Junior Preferred Stock (Exhibit 3(f) to S-3 (File No. 33-19975)).

(e) Form of Rights Agreement dated as of December 16, 1987 between ML &
Co. and Chemical Bank (successor by merger to Manufacturers Hanover
Trust Company) (Exhibit 3(iv) to 1992 10-K).

(ii) By-Laws of ML & Co., effective as of October 25, 1993 (Exhibit 3(i)
to 10-Q for the quarter ended September 24, 1993 ("3rd Quarter 1993
10-Q")).

(4) Instruments defining the rights of security holders, including
indentures

(i) Senior Indenture, dated as of April 1, 1983, as amended and
restated, between ML & Co. and Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company) (Exhibit 99(c) to ML & Co.'s
Registration Statement on Form 8-A dated July 20, 1992.

(ii) Supplemental Indenture to the Senior Indenture, dated as of March
15, 1990, between ML & Co., and Chemical Bank (successor by merger
to Manufacturers Hanover Trust Company) (Exhibit 99(c) to ML & Co.'s
Registration Statement on Form 8-A dated July 20, 1992).

E-1

EXHIBIT
- -------

(iii) Senior Indenture, dated as of October 1, 1993, between ML & Co. and The
Chase Manhattan Bank, N.A. (Exhibit 4 to 8-K dated October 7, 1993).

(iv) Form of ML & Co.'s Step-Up Notes due January 26, 2000 (Exhibit 4 to 8-K
dated January 26, 1993).

(v) Form of ML & Co.'s S&P 500 (Registered Trademark) Market Index Target-
Term Securities/SM/ due July 31, 1998 (Exhibit 4 to 8-K dated January
28, 1993).

(vi) Form of ML & Co.'s Global Telecommunications Portfolio Market Index
Target-Term Securities/SM/ due October 15, 1998 (Exhibit 4 to 8-K dated
September 13, 1993).

(vii) Form of ML & Co.'s European Portfolio Market Index Target-Term
Securities/SM/ due June 30, 1999 (Exhibit 4 to 8-K dated December 30,
1993).

(viii) Form of ML & Co.'s Currency Protected Notes due December 31, 1998
(Exhibit 4 to 8-K dated July 7, 1993).

(ix) Form of ML & Co.'s Equity Participation Securities with Minimum Return
Protection due June 30, 1999 (Exhibit 4 to 8-K dated June 28, 1993).

(x) Form of ML & Co.'s Japan Index Equity Participation Securities with
Minimum Return Protection due January 31, 2000 (Exhibit 4 to 8-K dated
January 27, 1994).

(xi) Form of ML & Co.'s Stock Market Annual Reset Term Notes/SM/, Series A,
due December 31, 1999 (Exhibit 4 to 8-K dated April 29, 1993).

(xii) Form of ML & Co.'s Global Bond Linked Securities due December 31, 1998
(Exhibit 4 to 8-K dated February 22, 1993).

(xiii) Form of ML & Co.'s Fixed Rate Medium-Term Notes, Series B (Exhibit
4(xiii) to 3rd Quarter 1993 10-Q).

(xiv) Form of ML & Co.'s Floating Rate Medium-Term Notes, Series B (Exhibit
4(xiv) to 3rd Quarter 1993 10-Q).

(xv) Form of ML & Co.'s New Peso-Linked Medium-Term Notes, Series B, due
February 9, 1995 (Exhibit 4(ppp) to S-3 (File No. 33-52647)).

- ----------
"S&P 500" is a registered service mark of Standard & Poor's Inc.

E-2

EXHIBIT
- -------

(xvi) Form of ML & Co.'s Italian Lira Principal Linked Medium-Term Notes,
Series B, due February 3, 1995 (Exhibit 4(lll) to S-3 (File No. 33-
52647)).

(xvii) Form of ML & Co.'s Multi-Currency Medium-Term Notes, Series B
(Exhibit 4(fff) to S-3 (File No. 33-52647)).

(xviii) Form of ML & Co.'s Japanese Yen Swap Rate Linked Medium-Term Notes,
Series B (Exhibit 4(mmm) to S-3 (File No. 33-52647)).

(xix) Form of ML & Co.'s Nine-Month Renewable Floating Rate Medium-Term
Notes, Series B, due October 9, 1996 (Exhibit 4(ix) to 3rd Quarter
1993 10-Q).

(xx) Form of ML & Co.'s Three Year Japanese Yen Duration Enhanced Medium-
Term Notes, Series B, with JPY Exposure on Gain/Loss due November 1,
1996 (Exhibit 4(xv) to 3rd Quarter 1993 10-Q).

(xxi) Form of ML & Co.'s Swap Spread Linked Medium-Term Notes due May 20,
1998 (Exhibit 4(vii) to 2nd Quarter 1993 10-Q).

(xxii) Form of ML & Co.'s Inverse Floating Rate Medium-Term Notes due
September 15, 1998 (Exhibit 4(vii) to 3rd Quarter 1993 10-Q).

(xxiii) Form of ML & Co.'s Inverse Floating Rate Medium-Term Notes, Series B,
due October 19, 1998 (Exhibit 4(xii) to 3rd Quarter 1993 10-Q).

(xxiv) Form of ML & Co.'s Step-Up Medium-Term Notes due May 20, 2008
(Exhibit 4(viii) to 2nd Quarter 1993 10-Q).

(xxv) Form of ML & Co.'s Constant Maturity Treasury Rate Indexed Medium-
Term Notes, Series B (Exhibit 4(ccc) to S-3 (File No. 33-52647)).

(xxvi) Form of ML & Co.'s Japanese Yen Yield Curve Flattening Medium-Term
Notes, Series B (Exhibit 4(ddd) to S-3 (File No. 33-52647)).

(xxvii) Form of ML & Co.'s 4 3/4% Notes due June 24, 1996 (Exhibit 4 to 8-K
dated June 24, 1993).

(xxviii) Form of ML & Co.'s 5% Notes due December 15, 1996 (Exhibit 4 to 8-K
dated December 22, 1993).

(xxix) Form of ML & Co.'s 6 1/4% Notes due January 15, 2006 (Exhibit 4 to 8-
K dated January 20, 1994).

(xxx) Form of ML & Co.'s 6 1/4% Notes due October 15, 2008 (Exhibit 4 to
8-K dated October 15, 1993).

(xxxi) Form of ML & Co.'s 6 3/8% Notes due September 8, 2006 (Exhibit 4 to
8-K dated September 8, 1993).

E-3

EXHIBIT
- -------

(xxxii) Form of ML & Co.'s 6 7/8% Notes due March 1, 2003
(Exhibit 4 to 8-K dated March 1, 1993).

(xxxiii) Form of ML & Co.'s 7% Notes due April 27, 2008
(Exhibit 4 to 8-K dated April 27, 1993).

(xxxiv) Form of ML & Co.'s 7.05% Notes due April 15, 2003
(Exhibit 4 to 8-K dated April 15, 1993).

(xxxv) Form of ML & Co.'s Constant Maturity Treasury Indexed Notes due March
24, 1997 (Exhibit 4 to 8-K dated March 24, 1994).

(10) Material Contracts

Compensation Plans and Arrangements
-----------------------------------

(i) ML & Co. 1978 Incentive Equity Purchase Plan, as amended July 27,
1992 (Exhibit 10(iv) to 2nd Quarter 1992 10-Q).

(ii) Form of ML & Co. 1994 Deferred Compensation Agreement for a Select
Group of Eligible Employees (Exhibit 10(i) to 3rd Quarter 1993 10-Q).

(iii) ML & Co. Long-Term Incentive Compensation Plan, as amended as of
October 25, 1993.

(iv) ML & Co. Equity Capital Accumulation Plan, as amended as of October
25, 1993 (Exhibit 10(iii) to 3rd Quarter 1993 10-Q).

(v) ML & Co. Executive Officer Compensation Plan (effective as of January
1, 1994 upon receipt of ML & Co. stockholder approval) (Exhibit 10(i)
to ML & Co.'s Proxy Statement for the 1994 Annual Meeting of
Stockholders filed in Schedule 14A on March 14, 1994 ("Proxy
Statement")).

(vi) Written description of Retirement Program for Non-Employee Directors
of ML & Co., as amended June 29, 1988 (Page 24 of ML & Co.'s Proxy
Statement).

(vii) ML & Co. Non-Employee Directors' Equity Plan (Exhibit 10 (iv) to 3rd
Quarter 1992 10-Q).

E-4

EXHIBIT
- -------

(viii) Executive Annuity Agreement, dated July 24, 1991, by and between ML
& Co. and Daniel P. Tully (Exhibit 10(iii) to 2nd Quarter 1991
10-Q).

(ix) Amendment dated April 30, 1992 to Executive Annuity Agreement, dated
July 24, 1991, by and between ML & Co. and Daniel P. Tully (Exhibit
10(ii) to 2nd Quarter 1992 10-Q).

(x) Form of Severance Agreement between ML & Co. and certain of its
directors and executive officers (Exhibit 10(i) to 3rd Quarter 1992
10-Q).

(xi) Form of Indemnification Agreement entered into with all current
directors of ML & Co. and to be entered into with all future
directors of ML & Co.

(xii) Written description of ML & Co.'s incentive compensation programs.

(xiii) Written description of ML & Co.'s compensation policy for directors
(Page 24 of ML & Co.'s Proxy Statement).

(xiv) Merrill Lynch KECALP Growth Investments Limited Partnership 1983
(Exhibit 1(b) to Registration Statement on Form N-2 (File No. 2-
81619)).

(xv) Merrill Lynch KECALP L.P. 1984 (Exhibit 1(b) to Registration
Statement on Form N-2 (File No. 2-87962)).

(xvi) Merrill Lynch KECALP L.P. 1986 (Exhibit 1(b) to Registration
Statement on Form N-2 (File No. 2-99800)).

(xvii) Merrill Lynch KECALP L.P. 1987 (Exhibit 1(b) to Registration
Statement on Form N-2 (File No. 33-11355)).

(xviii) Merrill Lynch KECALP L.P. 1989 (Exhibit 1(b) to Registration
Statement on Form N-2 (File No. 33-26561)).

(xix) Merrill Lynch KECALP L.P. 1991 (Exhibit 1(b) to Registration
Statement on Form N-2 (File No. 33-39489)).

-- 10(xx) to (xxv) intentionally omitted --

Agreements Relating to the World Financial Center
-------------------------------------------------

(xxvi)(a) Reimbursement Agreement between Olympia & York Tower D Company ("D
Company") and Merrill Lynch/WFC/L, Inc. ("WFC/L"), dated as of August
24, 1984 (Exhibit 10(i) to 8-K dated January 22, 1990).

E-5

EXHIBIT
- -------

(b) Reimbursement Agreement between Olympia & York Tower B Company ("B
Company") and WFC/L, dated as of August 24, 1984 (Exhibit 10(ii) to
8-K dated January 22, 1990).

/*/(c) Agreement of Lease (with respect to Parcel D), dated as of February
26, 1988, between WFC Tower D Company (formerly known as Olympia &
York Tower D Company) ("D Company") and WFC/L (Exhibit 10(xxx)(c)
to 1992 10-K).

/*/(d) Guaranty and Assumption Agreement dated as of February 26, 1988
between ML & Co. and D Company (Exhibit 19(xxx)(d) to 1992 10-K).

/*/(e) Agreement of Lease (with respect to Parcel B) dated as of September
29, 1988 between B Company and WFC/L (Exhibit 10(i) to 1st Quarter
1993 10-Q).

/*/(f) Guaranty and Assumption Agreement dated as of September 29, 1988
between ML & Co. and B Company (Exhibit 10(ii) to 1st Quarter 1993
10-Q).

/*/(g) Restated and Amended Partnership Agreement of D Company, executed
on December 24, 1986 (Exhibit 10(xxx)(g) to 1992 10-K).

/*/(h) Agreement of Sublease dated as of September 29, 1988 between WFC/L
and Olympia & York Tower B Lease Company (Exhibit 10(iii) to 1st
Quarter 1993 10-Q).

/*/(i) Agreement of Sublease (with respect to a portion of Parcel B) dated
November 26, 1990 between WFC/L and Nomura Holding America, Inc.
(Exhibit 10(xviii)(i) to Form 8 dated June 6, 1991).

/*/(j) Agreement of Sublease (with respect to a portion of Parcel B),
dated December 17, 1993 between WFC/L and Deloitte & Touche.

(xxvii)(a) First Amendment to Building D Agreement to Lease, Leasehold
Improvements Agreement, and Reimbursement Agreement (with respect
to Parcel D) dated as of July 12, 1985 between D Company and WFC/L
(Exhibit 10(iii) to 8-K dated January 22, 1990).

(b) First Amendment to Building B Agreement to Lease, Reimbursement
Agreement, Second Amendment to Leasehold Improvements Agreement
(with respect to Parcel B) dated as of July 12, 1985 between B
Company and WFC/L (Exhibit 10(iv) to 8-K dated January 22, 1990).

- ----------
/*/ Confidential treatment has been requested for portions of this exhibit.

E-6

EXHIBIT
- -------

(c) Second Amendment to Reimbursement Agreement (with respect to Parcel
D) dated as of February 26, 1988 between D Company and WFC/L
(Exhibit 10(iv) to 10-Q to 1st Quarter 1993 10-Q).

/*/(d) Amended and Restated Second Amendment to Reimbursement Agreement
(with respect to Parcel B) dated as of September 29, 1988 between B
Company and WFC/L (Exhibit 10(v) to 1st Quarter 1993 10-Q).

(e) Amendment of Agreement of Lease (with respect to Parcel D) dated as
of September 29, 1988 between D Company and WFC/L (Exhibit 10(vi)
to 1st Quarter 1993 10-Q).

(f) First Amendment to Agreement of Sublease, dated as of September 29,
1988, between WFC/L and Olympia & York Tower B Lease Company
(Exhibit 10(v) to 1st Quarter 1989 10-Q).

(g) Letter Amendment to the Restated and Amended Partnership Agreement
of WFC Tower D Company, dated as of February 26, 1988, between O&Y
Tower D Holding Company I (which has succeeded to the interest of
O&Y U.S. Development Corp.), O&Y Tower D Holding Company II and HQ
North Company, Inc. (formerly known as O&Y Delta Corp.) ("HQ
North") (Exhibit 10(vii) to 1st Quarter 1993 10-Q).

(h) Third Amendment to Restated and Amended Partnership Agreement of
WFC Tower D Company, dated as of July 12, 1990, among O&Y I, O&Y II
and HQ North (Exhibit 10(xxix)(i) to 1990 10-K).

/*/(i) Second Amendment, dated as of December 26, 1990, to Agreement of
Sublease dated as of September 29, 1988 between WFC/L and Olympia &
York Tower B Lease Company (Exhibit 10(xxix)(j) to 1990 10-K).

/*/(j) Second Amendment, dated as of January 5, 1994 to Agreement of
Sublease (with respect to a portion of Parcel B), dated November
26, 1990 between WFC/L and Nomura Holding America Inc.

In addition to the foregoing agreements, various guarantees,
security agreements and related documents were granted by or to
Olympia & York Developments Limited and by or to O & Y Equity Corp.
to or by ML & Co. in connection with the World Financial Center
transactions. Exhibits to the documents listed in items (xxvi) and
(xxvii) above have been omitted, except where such exhibits are
material to the transactions.

- ----------
/*/ Confidential treatment has been requested for portions of this exhibit.

E-7

EXHIBIT
- -------

(11) Statement re computation of per share earnings

(12) Statement re computation of ratios (Exhibit 12 to 8-K dated March 9, 1994).

(21) Subsidiaries of the Registrant

(23) Consent of Independent Auditors

E-8