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 registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ
  
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
     
 
Securities Act registration statement file number to which this form relates:    333-83374    
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered
  
       Name of each exchange on which
each class is to be registered
S&P 500® Market Index Target-Term Securities®
due September        , 2009
  
                            The American Stock Exchange
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)
 
“Market Index Target-Term Securities” and “MITTS” are registered service marks owned by Merrill Lynch & Co., Inc.
“Standard & Poor’s®”, “Standard and Poor’s 500”, “S&P 500®” , “S&P®” and “500”, are trademarks of the The McGraw-Hill Companies, Inc. and have been licensed for use by Merrill Lynch Capital Services, Inc. and Merrill Lynch & Co., Inc. is an authorized sublicensee.

Item 1.    Description of Registrant’s Notes to be Registered.
 
The description of the general terms and provisions of the S&P 500® Market Index Target-Term Securities (“MITTS®”) due September , 2009 to be issued by Merrill Lynch & Co., Inc. (the “Notes”) set forth in the Preliminary Prospectus Supplement dated August 5, 2002, and the Prospectus dated April 1, 2002, attached hereto as Exhibit 99(A) are hereby incorporated by reference and contain certain proposed terms and provisions. The description of the Notes contained in the Prospectus Supplement to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under Registration Statement Number 333-83374 which will contain the final terms and provisions of the Notes, including the maturity date of the Notes, is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof.
 
Item 2.    Exhibits.
 
 
99  (A)    
 
Preliminary Prospectus Supplement dated August 5, 2002, and Prospectus dated April 1, 2002, (incorporated by reference to registrant’s filing pursuant to Rule 424 (b)).
 
 
99  (B)    
 
Form of Note.
 
 
99  (C)    
 
Copy of Indenture between Merrill Lynch & Co., Inc. and JPMorgan Chase Bank, formerly Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), dated as of April 1, 1983, as amended and restated.*
 
 
              Other securities issued by Merrill Lynch & Co., Inc. are listed on The American Stock Exchange.
 
*
 
Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant’s Registration Statement on Form 8-A dated July 20, 1992.

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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:    August 28, 2002
 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
MERRILL LYNCH & CO., INC.
 
 
 
 
EXHIBITS
TO
FORM 8-A DATED AUGUST 28, 2002

 
INDEX TO EXHIBITS
 
 
Exhibit No.
 
99  (A)    
 
Preliminary Prospectus Supplement dated August 5, 2002, and Prospectus dated April 1, 2002 (incorporated by reference to registrant’s filing pursuant to Rule 424 (b)).
 
99  (B)    
 
Form of Note.
 
99  (C)    
 
Copy of Indenture between Merrill Lynch & Co., Inc. and JPMorgan Chase Bank, formerly Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), dated as of April 1, 1983, as amended and restated.*
 
 
 
 
 
 
*
 
Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant’s Registration Statement on Form 8-A dated July 20, 1992.