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                                                               EXHIBIT 10(i)
                                         As amended through January 16, 1995


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

                      1978 INCENTIVE EQUITY PURCHASE PLAN
                      -----------------------------------


1.   Purpose and Effect of Plan.
     ---------------------------

        The purpose of this 1978 Incentive Equity Purchase Plan (the "Plan") is
to secure for Merrill Lynch & Co., Inc., a Delaware corporation (the "Company"),
and its stockholders the benefits of the incentive inherent in Common Stock
ownership by selected employees of the Company and its subsidiaries who will be
responsible for continued long-term growth and to stimulate the efforts of such
employees by encouraging capital appreciation and giving suitable recognition to
services which will contribute materially to the success of the Company. It is
intended that the Plan will aid in retaining, encouraging and attracting
employees of exceptional ability because of the opportunity offered to acquire a
proprietary interest in the business.

2.   Shares Reserved for the Plan.
     -----------------------------

        No further shares of Common Stock, par value $1.33 1/3 per share, of the
Company ("Common Stock") may be sold under the Plan, the sale of shares under
the Plan having been discontinued; provided, however, that the Plan shall
                                   --------  -------
continue in effect with respect to all Book Value Shares sold under the Plan
prior to January 16, 1995, and the rights and obligations of the holders of such
Book Value Shares, and the rights and obligations of the Company with respect
such Book Value Shares, under the Plan and the related agreements of sale
shall be unaffected by the discontinuation of the sale of shares under the Plan.
For purposes of the Plan, the terms "Market Shares" and "Book Value Shares"shall
have the following meanings: "Market Shares" shall mean shares of Common Stock
of the Company for which there is a generally recognized trading market and
which are freely transferable; "Book Value Shares" shall mean shares of Common
Stock of the Company, which shall be shares of the same class as Market Shares
and which shall have all of the same designation, preferences and relative,
participating, optional or other rights, and qualifications, limitations or
restrictions thereon (including, without limitation, voting, dividend and
liquidation rights), as Market Shares, except that they shall not be
transferable except to the Company and except that they shall be subject to the
repurchase provisions set forth in Section 5 hereof and in the repurchase
agreement referred to therein. Book Value Shares shall include any shares issued
in respect of any Book Value Shares by reason of dividends thereon or splits,
combinations or reclassifications thereof.



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3. Administration of the Plan.
   --------------------------

        (a)  The Plan shall be administered by a committee, to be known as the
Management Development and Compensation Committee (the "Committee"), of not less
than three members appointed by and composed of members of the Board of
Directors of the Company. Members of the Committee shall not be eligible to
participate in the Plan while serving on the Committee, nor shall they have been
eligible to participate in the Plan for a period of one year prior to the
commencement of their service on the Committee. The Committee shall have full
authority, from time to time: (1) subject to the provisions of Section 4 hereof,
to determine, after receiving the recommendations of the management of the
Company, which of the employees of the Company or any of its present or future
subsidiaries shall participate in the Plan and the extent and terms of such
participation; (2) to prescribe the form or forms of the instruments and
repurchase agreements evidencing any sale or rights under the Plan (which forms
shall be consistent with the Plan); (3) to adopt, amend, and rescind such rules
and regulations as, in its opinion, may be advisable in the administration of
the Plan; and (4) to construe and interpret the Plan, the rules and regulations
and the instruments and repurchase agreements utilized under the Plan and to
make all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee's interpretation and construction of
any provision of the Plan or any instrument or repurchase agreement utilized
thereunder and any determination by the Committee pursuant to any provision of
the Plan or any such instrument or repurchase agreement shall be final and
conclusive.

        (b)  Any offer of Book Value Shares under the Plan shall be in writing
and shall be entirely discretionary and nothing in the Plan shall be deemed to
give any officer or employee any right to purchase any shares. All decisions,
determinations, and implementation by the Committee shall be final and binding.

        (c)  The Committee shall hold meetings at such times and places as it
may determine. The Committee may request advice or assistance or employ such
other persons as are necessary for proper administration of the Plan. A quorum
of the Committee shall consist of a majority of its members and the Committee
may act by vote of a majority of its members at a meeting at which a quorum is
present, or without a meeting by a written consent to the action taken signed by
all members of the Committee. The Board of Directors may from time to time
appoint members of the Committee in substitution of members previously appointed
and may fill vacancies, however caused, in the Committee.


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4. Eligibility and Participation.
   -----------------------------

        (a)  Subject to the provisions of this Plan, Book Value Shares may be
sold only to such employees of the Company or any of its present or future
subsidiaries (defined to include any corporation, partnership or other
organization of which the Company owns or controls, directly or indirectly, not
less than 50% of the total combined voting power of all classes of stock or
other equity interests) who, (i) in the opinion of the Committee, after
receiving the recommendations of the management of the Company, exercise such
functions or discharge such responsibilities that they merit consideration as
selected employees; and (ii) have not made, during the 12-month period
preceding the Purchase Date with respect to any offer of Book Value Shares
hereunder, a hardship withdrawal of Elective 401(k) Deferrals as defined under
the Merrill Lynch & Co., Inc. Savings & Investment Plan.

        (b)  An eligible employee may be sold Book Value Shares hereunder and
may thereafter be sold additional Book Value Shares if the Committee shall so
determine.

5. Sales of Book Value Shares.
   --------------------------

        Book Value Shares may be sold to eligible employees from time to time
upon the following terms and conditions:

        (a)  The purchase price for each Book Value Share shall be the Book
Value Per Share on the Valuation Date next preceding the Purchase Date such Book
Value Share is purchased by an eligible employee.

        "Book Value Per Share" as of any given date, for purposes of the Plan,
shall mean the common stockholders' equity as reported in the consolidated
financial statements of the Company (as distributed to stockholders of the
Company) at the Valuation Date coincident with or next preceding such given
date (except as provided in clause (d)), in each case divided by the number of
shares of the Common Stock of the Company outstanding as of such Valuation Date
(excluding treasury stock and shares of Series A Junior Preferred Stock, par
value $1.00 per share, if any), which calculation shall be made before giving
effect to the sale or repurchase of Book Value Shares on such Valuation Date;
provided, however, that the Book Value Per Share, only for purposes of
calculating the price at which Book Value Shares will be repurchased by the
Company under clause (d), may be adjusted to such an extent as may be determined
by the Committee to preserve the benefit of the arrangement for the Company, its
employees and stockholders, if in the opinion of the Committee, after
consultation with the Company's independent public accountants, changes in the
Company's accounting policies, acquisitions or other unusual or extraordinary
items have disproportionately and materially affected the number of shares of
Common Stock outstanding or the Company's common stockholders' equity.
"Valuation Date", for purposes of the Plan, shall mean the last day of each
quarterly accounting period then utilized by the Company. "Purchase Date", for
purposes of the Plan, shall mean a date


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fixed by the Committee in connection with each offer of a Book Value Share under
the Plan, provided, however, that such date shall be at least seven business
days before the Valuation Date immediately next succeeding the Valuation Date
utilized for calculating the purchase price of such Book Value Share pursuant
to clause (a).

        (b)  An employee who is offered the right, through a written offer, to
purchase Book Value Shares under the Plan must irrevocably agree on or prior to
the Purchase Date set forth in such offer to purchase any or all of the number
of Book Value Shares indicated in such offer; provided, however, that if an
offer is not accepted in full it must be accepted in a number of shares which is
an integral multiple of 100. Book Value Shares shall be sold to an employee only
upon the simultaneous receipt by the Company of the full purchase price for such
shares, determined in accordance with clause (a), and a repurchase agreement, in
form satisfactory to the Committee, executed by the employee and containing the
restrictions set forth in clause (c), providing for the resale of the Company of
the Book Value Shares so purchased upon the terms specified in clause (d), and
containing such other provisions as the Committee shall determine. The purchase
price for Book Value Shares shall be payable in cash or, at the discretion of
the Committee, all or part of the purchase price may be paid through the
assignment and delivery to the Company of Market Shares (valued at the Fair
Market Value thereof on the date of such delivery in accordance with clause
(i)).

        (c)  Book Value Shares may not be sold, assigned or transferred, but may
be pledged or otherwise encumbered.

        (d)  Each employee purchasing any Book Value Shares shall agree that
upon the earlier of (i) termination of such employee's employment for any reason
other than retirement or disability (as both terms are defined by the Committee)
or death or (ii) the lapse of a period of five years from the date of such
employee's retirement or disability or (iii) the lapse of a period of six months
from the date of such employee's death or (iv) the delivery of a written request
by the Committee or the delivery of a written request by such employee to the
Company (provided, however, that such request may not be made by such employee
until a period of at least six months has elapsed since such Book Value Shares
were purchased by such employee) or, in the case of death, the legal
representative of such employee's estate, such employee or his estate, as the
case may be, shall, on a date specified by the Committee, within thirty days of
such termination, lapse or request, unless such Book Value Shares have been
surrendered pursuant to clause (f), sell to the Company, and the Company shall
repurchase, all Book Value Shares then owned by such employee or his estate, as
the case may be; provided, however, that in the case of a request pursuant to
(iv) above, such request may state that only a particular number of Book Value
Shares (in integral multiples of 100) shall be sold to the Company whereupon
only such number of Book Value Shares shall be sold to the Company and
repurchased by the Company. Any purchase by the Company pursuant to this clause
(d) shall be at a price per share equal to the Book Value Per Share as of the
Valuation Date coincident with or next preceding the date of


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such termination, lapse or request; provided, however, that if the Board of
Directors has ordered the preparation of, or has received, consolidated
financial statements of the Company certified by the Company's independent
public accountants since such Valuation Date, the Book Value Per Share shall be
based on such certified financial statements until the next succeeding Valuation
Date. Payment for Book Value Shares repurchased, less any applicable transfer
taxes and amounts required to be withheld pursuant to Section 13 hereof, shall
be made by the Company, as promptly as the amount of such payment becomes
ascertainable, in cash, or, in the discretion of the Committee, in a number of
Market Shares or other securities issued by the Company having an aggregate Fair
Market Value as at the business day preceding the date of resale to the Company
equal to the amount payable to the employee (except that an employee whose
employment was terminated due to retirement or disability, or the estate of such
employee, may request that the Company's obligation be satisfied by the delivery
of Market Shares, but the discretion to delivery any such Market Shares shall be
in the sole discretion of the Committee) or in a combination of the foregoing;
provided, however, that in the event the payment is to be made in securities
issued by the Company other than Market Shares, notice of such payment shall be
delivered to the employee or his estate, as the case may be, at least ten
business days prior to the intended date of payment by the Company. In the event
that the Committee has given notice that payment is to be made in other than
cash or Market Shares, then at any time after a termination, lapse or request
under this clause (d) and the surrender of Book Value Shares hereunder, and
until five business days prior to the intended date of payment by the Company,
such Book Value Shares may be surrendered pursuant to clause (f) and the
surrender under this clause (d) shall be deemed withdrawn.

        (e)  Each certificate issued in respect of Book Value Shares sold under
the Plan shall be registered in the name of the employee, and shall bear a
legend that includes the following language:

        "The transferability of this certificate and the shares of stock
        represented hereby is restricted and the shares are subject to
        the further terms and conditions contained in the Merrill Lynch
        & Co., Inc. 1978 Incentive Equity Purchase Plan and in a repurchase
        agreement executed pursuant thereto. A copy of such Plan is on file
        in the office of the Secretary of Merrill Lynch & Co., Inc."

        (f)  At any time, or from time to time, any employee or, in the case of
death, the legal representative of the employee's estate, may surrender to the
Company any Book Value Shares then owned by such employee or estate, as the case
may be, and request that such shares be released from the restrictions and
rights contained in the governing repurchase agreement. As soon as practicable
after receipt of the foregoing, the Company shall deliver to such employee or
estate, as the case may be, for each Book Value Share surrendered, a number of
Market Shares equal to the quotient (not to exceed 1.00) obtained by dividing
the Book Value Per Share at which such Book Value Share was purchased by the
employee from the Company by the Fair Market


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Value per share of Common Stock on the business day immediately preceding the
Purchase Date on which such Book Value Share was purchased by the employee;
provided, however, that under no circumstances shall the Company be required, in
connection with any surrender, pursuant to this clause (f), to deliver a number
of Market Shares in excess of the number of Book Value Shares surrendered.

        (g)  The Company shall not be obligated to deliver any fractional Market
Shares under this Plan as a result of the repurchase of any Book Value Shares
under clause (d) or the surrender of any Book Value Shares under clause (f), but
instead shall deliver to the employee or estate, as the case may be, an amount
of cash equal to the corresponding fraction of the Fair Market Value per share
of Common Stock on the date of surrender of such Book Value Shares. In
addition, the number of Market Shares deliverable to an employee or estate, as
the case may be, shall be reduced for any applicable transfer taxes and amounts
required to be withheld pursuant to Section 13 hereof.

        (h)  After the delivery of Market Shares to an employee or the estate of
an employee under either clause (d) or (f), the repurchase agreement or
agreements previously entered into between the Company and such employee or
estate, as the case may be, shall continue in full force and effect, but only as
to the Book Value Shares, if any, which the employee continues to own.

        (i) For purposes of the Plan, "Fair Market Value" of any security on any
given date shall be determined by the Committee by any fair and reasonable
means, including (a) if the security is not listed for trading on a national
securities exchange but is traded in the over-the-counter market, the mean of
the highest and lowest bid prices for such security on the date in question, or
there are no such bid prices for such security on such date, the mean of the
highest and lowest bid prices on the first day prior thereto on which such
prices appear, or (b) if the security is listed for trading on one or more
national securities exchanges, the mean of the high and low sales prices on the
principal such exchange on the date in question, or if such security shall not
have been traded on such principal exchange on such date, the mean of the high
and low sales prices on such principal exchange on the first day prior thereto
on which such security was so traded, provided, however, if the Distribution
                                      --------  -------
Date defined in the Rights Agreement dated as of December 16, 1987) (the "Rights
Agreement") between the Company and Manufacturers Hanover Trust Company shall
have occurred and the Rights (as defined in the Rights Agreement) shall then be
represented by separate certificates rather than by certificates representing
the Common Stock, there shall be added to such value as determined in (a) or (b)
above, as the case may be, (i) if the Rights are not listed for trading on a
national securities exchange but are traded in the over-the-counter market, the
mean of the highest and lowest bid prices of the Rights on the date in question,
or, if there are no such bid prices for the Rights on such date, the mean of the
highest and lowest bid prices on the first date prior thereto on which such
prices appear or (ii) if the Rights are listed for trading on one or more
national securities exchanges, the mean of the high and low sales prices of the
Rights on the

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principal such exchange on the date in question, or if the Rights shall not
have been traded on such principal exchange on such date, the mean of the high
and low sales prices on such principal exchange on the first day prior thereto
on which the Rights were so traded.

6.      Rights Not transferable.
        ------------------------

        No rights granted under the Plan or repurchase agreements are assignable
or transferable by an employee other than by will or the laws of descent and
distribution.

7.      Tax Litigation.
        --------------

        The Company shall have the right to contest, at its expense, any tax
ruling or decision, administrative or judicial on an issue which is related to
the Plan or any repurchase agreement and which the committee believes to be
important to holders of shares of Common Stock sold under the Plan, and to
conduct any such contest or any litigation arising therefrom to a final
decision.

8.      Amendment of the Plan.
        ----------------------

        The Board of Directors or the Committee (but no other committee of the
Board of Directors) may from time to time alter, amend, modify, suspend or
discontinue the Plan or alter or amend any and all of the repurchase agreements
entered into hereunder, provided, however, that no change shall be made in the
maximum number of shares which may be sold under the plan (other than
adjustments made pursuant to Section 9 hereof), the method by which the price at
which Book Value Shares may be sold or repurchased is determined, the method of
ascertaining Book Value Per Share (other than adjustments made pursuant to
Section 5 hereof) or the terms of the exchange of Book Value Shares for Market
Shares without the approval of the holders of a majority of the shares of Common
Stock represented in person or by proxy at a meeting of stockholders. No
amendment or modification of the Plan or any repurchase agreement shall operate
so as to adversely affect any employee with respect to Book Value Shares already
purchased without the consent of such employee.

9.      Adjustment in Case of Changes Affecting the Common Stock.
        ---------------------------------------------------------

        In the event of a subdivision or consolidation of outstanding shares of
Common Stock or other capital adjustment, or the payment of a stock dividend
thereon, the number of shares reserved or authorized to be reserved under the
Plan shall be increased or reduced proportionately and the Book Value Per
Share and the terms of the exchange of Book Value Shares for Market Shares
increased or reduced proportionately, and such other adjustments shall be made
as may be deemed necessary or equitable by the Committee. Subject to any
required action by the stockholders of the Company, if the Company shall be the
surviving or resulting corporation in any merger or consolidation, any
repurchase agreement under the Plan

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shall cover the shares which the employee receives upon the merger or
consolidation in respect of the shares covered by the repurchase agreement. In
the event of a change in the Company's presently authorized Common Stock which
is limited to a change in the designation thereof or a change of authorized
shares with par value into the same number of shares with a different par value
or into the same number of shares without par value, the shares resulting from
any such change shall be deemed to be Common Stock within the meaning of the
Plan. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Committee to give
proper effect to such event.

10.     Governmental and Other Regulations.
        -----------------------------------

        The Plan, and the sale of shares hereunder, and the Company's obligation
to repurchase or exchange shares, shall be subject to all applicable Federal and
state laws, rules and regulations, and to such approvals by any regulatory or
governmental agency which may, in the opinion of counsel for the Company, be
required.

11.     Indemnification of Committee.
        -----------------------------

        Service on the Committee shall constitute service as a Director of the
Company so that members of the Committee shall be entitled to indemnification
and reimbursement as Directors of the Company pursuant to its Certificate of
Incorporation, By-Laws or resolutions of its Board of Directors or stockholders.

12.     Effective Date.
        ---------------

        The Plan shall not become effective unless and until approved by the
vote of the holders of a majority of the shares of Common Stock represented in
person or by proxy at the meeting of stockholders to which it is presented.

13.     Withholding.
        -----------

        Amounts paid or shares delivered under the Plan shall be reduced by any
sums required to be withheld by the Company.


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