SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 23, 2001

                           Merrill Lynch & Co., Inc.
                           -------------------------
             (Exact name of Registrant as specified in its charter)


        Delaware                  1-7182                       13-2740599
- --------------------------------------------------------------------------------
      (State or other           (Commission                  (I.R.S. Employer
      jurisdiction of           File Number)                 Identification No.)
      incorporation)

4 World Financial Center, New York, New York   10080
- ----------------------------------------------------

      (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (212) 449-1000
                                                    --------------

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Item 5.  Other Events
- -------  -------------

     Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No 333-52822) filed by Merrill Lynch & Co., Inc. (the
"Company") with the Securities and Exchange Commission covering Senior Debt
Securities issuable under an indenture dated as of May 23, 2001, between the
Company and The Chase Manhattan Bank (the "Indenture"). The Company will issue
$4,600,000,000 aggregate principal amount at maturity of Liquid Yield Option
Notes due 2031 under the Indenture.  The exhibits consist of the Indenture, the
form of the Securities and an opinion of counsel relating thereto.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
         ------------------------------------------------------------------

                         EXHIBITS

          (4)            Instruments defining the rights of security holders,
                         including indentures.

                         The Indenture with the Form of Merrill Lynch & Co.,
                         Inc.'s Liquid Yield Option Notes due 2031 attached.

          (5) & (23)     Opinion re: legality; consent of counsel.

                         Opinion of Brown & Wood LLP relating to the Liquid
                         Yield Option Notes due 2031 (including consent for
                         inclusion of such opinion in this report and in Merrill
                         Lynch & Co., Inc.'s Registration Statements relating to
                         such Securities).

                                       2

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned, thereto duly authorized.

                              MERRILL LYNCH & CO., INC.
                              -------------------------
                                     (Registrant)

                              By: /s/  John C. Stomber
                                  -----------------------
                                       John C. Stomber
                                  Senior Vice President
                                           and
                                        Treasurer

Date:  May 23, 2001

                                       3

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                           MERRILL LYNCH & CO., INC.



                         EXHIBITS TO CURRENT REPORT ON
                          FORM 8-K DATED MAY 23, 2001



                                                   Commission File Number 1-7182

                                 Exhibit Index

Exhibit No.   Description                                               Page
- -----------   -----------                                               ----

(4)           Instruments defining the rights of security holders,
              including indentures.

                    The Indenture with the Form of Merrill Lynch & Co., Inc.'s
                    Liquid Yield Option Notes due 2031 attached.

(5) & (23)    Opinion re:  legality; consent of counsel.

                    Opinion of Brown & Wood LLP relating to the Liquid Yield
                    Option Notes due 2031 (including consent for inclusion of
                    such opinion in this report and in Merrill Lynch & Co.,
                    Inc.'s Registration Statements relating to such Securities).