SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):          January 31, 2003
 
Merrill Lynch & Co., Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
  
1-7182
  
13-2740599
(State or other
jurisdiction of
incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
4 World Financial Center, New York, New York         10080
 
(Address of principal executive offices)     (Zip Code)
 
Registrant’s telephone number, including area code: (212) 449-1000
 
 
(Former name or former address, if changed since last report.)

 
Item 5.    Other Events
 
Exhibits are filed herewith in connection with the Registration Statements on Form S-3 (File Nos. 333-83374 and 333-97937) filed by Merrill Lynch & Co., Inc. (the “Company”) with the Securities and Exchange Commission covering Senior Debt Securities issuable under an indenture dated as of April 1, 1983, as amended through the date hereof, between the Company and JPMorgan Chase Bank (as so amended, the “Indenture”). The Company will issue $25,000,000 aggregate original public offering price of Market Recovery NotesSM Linked to the Nasdaq-100 Index® due March 31, 2005 under the Indenture. The exhibits consist of the form of Securities and an opinion of counsel relating thereto.
 
Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits
 
 
    
EXHIBITS
      
(4)
   
Instruments defining the rights of security holders, including indentures.
      
    
Form of Merrill Lynch & Co., Inc.’s Market Recovery NotesSM Linked to the Nasdaq-100 Index® due March 31, 2005.
      
(5) & (23)
   
Opinion re: legality; consent of counsel.
      
    
Opinion of Sidley Austin Brown & Wood LLP relating to the Market Recovery NotesSM Linked to the Nasdaq-100 Index® due March 31, 2005 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statements relating to such Securities).
 
 
 
 

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
MERRILL LYNCH & CO., INC.
                            (Registrant)
 
By
 
  
/S/ JOHN C. STOMBER
   
John C. Stomber
Senior Vice President
and
Treasurer
 
Date:    January 31, 2003
 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
MERRILL LYNCH & CO., INC.
 
 
 
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JANUARY 31, 2003
 
 
 
Commission File Number 1-7182

Exhibit Index
 
Exhibit No.
  
Description
   
Page
          
(4)
  
Instruments defining the rights of security holders, including indentures.
     
          
   
Form of Merrill Lynch & Co., Inc.’s Market Recovery NotesSM Linked to the Nasdaq-100 Index® due March 31, 2005.
     
          
(5) & (23)
  
Opinion re: legality; consent of counsel.
     
          
   
Opinion of Sidley Austin Brown & Wood LLP relating to the Market Recovery NotesSM Linked to the Nasdaq-100 Index® due March 31, 2005 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statements relating to such Securities).