PROSPECTUS SUPPLEMENT                                      File No. 333-52822
- ----------------------                                         Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated January 24, 2001)
Prospectus Supplement Number:  2206

                           Merrill Lynch & Co., Inc.


                          Medium-Term Notes, Series B
                  Due Nine Months or More from Date of Issue

                               Fixed Rate Notes


Principal Amount:         $325,000,000

Issue Price:              100.00%

CUSIP Number:             59018Y LZ 2

Interest Rate:            2.525% per annum

Original Issue Date:      March 4, 2002

Stated Maturity Date:     March 28, 2003

Interest Payment Dates:   At the Stated Maturity Date

Interest Accrual:         Interest on the Notes will accrue on the
                          basis of a 360-day year, and the actual
                          number of days elapsed.

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"), ABN AMRO Inc. and Barclays Capital Inc.
                          (the "Underwriters"), are acting as principals in
                          this transaction. MLPF&S is acting as the
                          Lead Underwriter.

                          Pursuant to an agreement, dated February 27, 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:

<TABLE>
<CAPTION>
                          Underwriters                           Principal Amount of the Notes
                          ------------                           -----------------------------
                          <S>                                        <C>
                          Merrill Lynch, Pierce, Fenner & Smith       $312,000,000
                                      Incorporated
                          ABN AMRO Inc.                                 $6,500,000
                          Barclays Capital Inc.                         $6,500,000
                                                                      ------------
                                                                      $325,000,000

                          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.
</TABLE>

Dated:                    February 27, 2002