PROSPECTUS SUPPLEMENT - --------------------- File No. 333-52822 (To the Prospectus Supplement and Prospectus dated January 24, 2001) Rule 424(b)(3) Prospectus Supplement Number: 2203

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: February 27, 2002 CUSIP Number: 59018Y LW 9 Stated Maturity Date: February 27, 2004 Issue Price: 100% 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: - -------------------- /x/ LIBOR / / Commercial Paper Rate / / CMT Rate / / Eleventh District Cost of Funds Rate / / Prime Rate / / CD Rate / / Federal Funds 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: One Month Minimum Interest Rate: Not Applicable Spread: plus 0.21% Maximum Interest Rate: Not Applicable Initial Interest Spread Multiplier: Not Applicable Rate: Calculated as if the Original Issue Date was an Interest Reset Date Interest Reset Dates: Monthly, on the 27th of every month, commencing March 27, 2002, subject to modified following business day convention. Interest Payment Dates: Monthly, on the 27th of every month, commencing March 27, 2002, subject to modified following business day convention. 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 Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), HSBC Securities (USA) Inc. and First Union Securities, Inc. (the "Underwriters"), are acting as principals in this transaction. MLPF&S is acting as the Lead Underwriter. Pursuant to an agreement, dated February 22, 2002 (the "Agreement"), between the Company and the Underwriters, the Company has agreed to sell to each of the Underwriters and each of the Underwriters has severally and not jointly agreed to purchase the principal amount of Notes set forth opposite its name below:

Underwriters Principal Amount of the Notes ------------ ----------------------------- Merrill Lynch, Pierce, Fenner & Smith $96,000,000 Incorporated HSBC Securities (USA) Inc. $2,000,000 First Union Securities, Inc. $2,000,000 ------------ Total $100,000,000

Pursuant to the Agreement, the obligations of the Underwriters are subject to certain conditions and the Underwriters are committed to take and pay for all of the Notes, if any are taken. The Underwriters have advised the Company that they propose initially to offer all or part of the Notes directly to the public at the Issue Price listed above. After the initial public offering, the Issue Price may be changed. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Dated: February 22, 2002