SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
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                                    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 17, 2002
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                            Merrill Lynch & Co., Inc.
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             (Exact Name of Registrant as Specified in its Charter)


            Delaware                1-7182                13-2740599
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        (State or Other          (Commission           (I.R.S. Employer
        Jurisdiction of          File Number)         Identification No.)
         Incorporation)

4 World Financial Center, New York, New York                     10080
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(Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code:          (212) 449-1000
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         (Former Name or Former Address, if Changed Since Last Report)




Item 5. Other Events

     On May 17, 2002,  Fitch Ratings  announced that it downgraded its long-term
debt ratings for Merrill Lynch & Co., Inc. as follows: its senior debt rating to
"AA-" from "AA";  its preferred  stock rating to "A+" from "AA-";  and its Trust
Originated  Preferred  Securities(SM)  (TOPrS(SM))  rating to "A+"  from  "AA-".
Merrill  Lynch's  short-term  debt rating of "F1+" was affirmed.  It also stated
that Merrill Lynch remains on "Rating  Outlook  Negative".  That same day, Fitch
also  announced  rating  downgrades  and  negative  outlooks  for several  other
securities firms.

     As noted in their  announcement,  the "AA-"  rating  indicates a company of
very high  credit  quality  with very  strong  capacity  for  timely  payment of
financial commitments.







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                                    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, hereunto duly authorized.


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




                                               By: /s/ Judith A. Witterschein
                                                  ----------------------------
                                                       Judith A. Witterschein
                                                       Corporate Secretary



Date:   May 20, 2002














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