EXHIBIT 99 (B)


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE 
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A 
NOMINEE THEREOF.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR 
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS 
A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A 
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A 
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.  UNLESS THIS SECURITY IS PRESENTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC TO MERRILL LYNCH & CO., INC. OR ITS AGENT FOR 
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS 
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY 
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN 
INTEREST HEREIN.

No. R-
CUSIP 590188 686                                                  $           

                           MERRILL LYNCH & CO., INC.
        S&P 500 Inflation Adjusted Market Index Target-Term Securities(SM)
                              due August __, 2007

      Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred 
to as the "Company", which term includes any successor corporation under the 
Indenture herein referred to), for value received, hereby promises to pay to 
CEDE & CO., or registered assigns, the Adjusted Principal Amount plus the 
Supplemental Redemption Amount, each as defined below, on August __, 2007 (the 
"Stated Maturity").

      Payment of the Adjusted Principal Amount and the Supplemental Redemption 
Amount and any interest on any overdue amount thereof with respect to this 
Security shall be made at the office or agency of the Company maintained for 
that purpose in the Borough of Manhattan, The City of New York, in such coin or 
currency of the United States of America as at the time of payment is legal 
tender for payment of public and private debts.

      This Security is one of the series of S&P 500 Inflation Adjusted Market 
Index Target-Term SecuritiesSM due August __, 2007 (the "Securities").

                 
- -----------------
SM    "Market Index Target-Term Securities" is a service mark owned by Merrill 
      Lynch & Co., Inc.