PROSPECTUS SUPPLEMENT - ---------------------- (To Prospectus Supplement and Prospectus File No. 333-83374 dated April 1, 2002) Rule 424(b)(3) Prospectus number: 2228 Merrill Lynch & Co., Inc. Medium-Term Notes, Series B Due Nine Months or More from Date of Issue Floating Rate Notes Principal Amount: $100,000,000 Original Issue Date: May 3, 2002 CUSIP Number: 59018YMW8 Stated Maturity Date: May 5, 2003 Interest Calculation: Day Count Convention: |X| Regular Floating Rate Note |X| Actual/360 |_| Inverse Floating Rate Note |_| 30/360 (Fixed Interest Rate): |_| Actual/Actual Interest Rate Basis: |_| LIBOR |_| Commercial Paper Rate |_| CMT Rate |_| Eleventh District Cost of Funds Rate |_| Prime Rate |_| CD Rate |X| Federal Funds Open Rate |_| Other (see attached) |_| Treasury Rate Designated CMT Page: Designated LIBOR Page: CMT Telerate Page: LIBOR Telerate Page: CMT Reuters Page: LIBOR Reuters Page: Index Maturity: N/A Minimum Interest Rate: 0.00% Spread: Plus 0.09% Maximum Interest Rate: 0.00% Initial Interest Rate: Calculated as if the Spread Multiplier: Not Applicable Original Issue Date was an Interest Reset Date Interest Reset Dates: Each Business Day, commencing May 4, 2002 to but excluding the Stated Maturity Date, subject to the following Business Day convention Interest Payment Dates: Quarterly, on the 5th of August, November, February and maturity commencing August 5, 2002; subject to the following business day convention Fed Funds Open Rate: The rate for an Interest Reset Date shall be the rate set forth on Telerate Page 5 for that day underneath the caption "FEDERAL FUNDS" in the row titled "OPEN". If the rate is not available for an Interest Reset Date, the rate for that Interest Reset Date shall be the Federal Funds Effective rate as published in the H.15 Daily Update. Repayment at the Option of the Holder: The Notes cannot be repaid prior to the Stated Maturity Date. Redemption at the Option of the Company: The Notes cannot be redeemed prior to the Stated Maturity Date. Form: The Notes are being issued in fully registered book-entry form. Trustee: JPMorgan Chase Bank Dated: April 30, 2002