SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Merrill Lynch & Co., Inc. ------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2740599 ------------ ------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 4 World Financial Center New York, New York 10080 ---------------------- ------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. | | following box. |X| Securities Act registration statement file number to which this form relates: 333-132911 Securities to be registered pursuant to Section 12(b) of the Act: (None) Securities to be registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------- ------------------------------ Strategic Return Notes Linked to the The Nasdaq National Market Industrial 15 Index due April 25, 2011 Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- The description of the Strategic Return Notes Linked to the Industrial 15 Index due April 25, 2011, issued by Merrill Lynch & Co., Inc. (the "Notes") contained in the Pricing Supplement to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under Registration Statement Number 333-132911, which will contain the final terms and provisions of the Notes, upon filing, is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof. The MTN Prospectus Supplement, General Prospectus Supplement and Prospectus, each dated March 31, 2006, attached hereto as Exhibit 99 (A) are hereby incorporated by reference. Item 2. Exhibits. -------- 99 (A) MTN Prospectus Supplement, General Prospectus Supplement and Prospectus, each dated March 31, 2006.+ 99 (B) Form of Note. 99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and JPMorgan Chase Bank, N.A., dated as of April 1, 1983, as amended and restated.* Other securities issued by Merrill Lynch & Co., Inc. are quoted on The Nasdaq National Market. - --------- + Exhibit 99 (A) is incorporated by reference from Registrant's Registration Statement on Form S-3 dated March 31, 2006 and Registrant's filings pursuant to Rule 424 (b) on April 3, 2006. * Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MERRILL LYNCH & CO., INC. By: /s/ Judith A. Witterschein ----------------------------- Judith A. Witterschein Secretary Date: April 20, 2006 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO FORM 8-A DATED APRIL 20, 2006 INDEX TO EXHIBITS ----------------- Exhibit No. - ----------- 99 (A) MTN Prospectus Supplement, General Prospectus Supplement and Prospectus, each dated March 31, 2006.+ 99 (B) Form of Note. 99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and JPMorgan Chase Bank, N.A., dated as of April 1, 1983, as amended and restated.* - --------- + Exhibit 99 (A) is incorporated by reference from Registrant's Registration Statement on Form S-3 dated March 31, 2006 and Registrant's filings pursuant to Rule 424 (b) on April 3, 2006. * Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. 2