UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 13F FORM 13F COVER PAGE Report for the Calendar Year or Quarter Ended: December 29, 2006 Check here if Amendment [x ]; Amendment Number: 2 This Amendment (Check only one.): [ ] is a restatement. [x ] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: MERRILL LYNCH AND CO., INC. Address: 4 World Financial Center New York, NY 10080 13F File Number: 028-03554 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, and tables, are considered integral parts of this form. The institutional investment manager has exercised discretion with respect to the number of shares in Psi Technologies Holdings, Inc. reflected below, continuously since March 31, 2005, however, it has not been previously reported. Person Signing this Report on Behalf of Reporting Manager: Name: Pia K Thompson Title: Director and Assistant Secretary Phone: (212) 670-0425 Signature, Place and Date of Signing: __________________________________________________________________________ /s/ Pia K Thompson New York, NY May 15, 2007 Report Type (Check only one.): [ ] 13F HOLDINGS REPORT. [ ] 13F NOTICE. [x] 13F COMBINATION REPORT. FORM 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 1 Form 13F Information Table Entry Total: 4 Form 13F Information Table Value Total: $ 147,654 (thousands) List of Other Included Managers: No. 13F File Number Name 16 MERRILL LYNCH GROUP, INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 13F