FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ONEAL E STANLEY
   2. Issuer Name and Ticker or Trading Symbol
MERRILL LYNCH & CO INC [MER] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last)
(First)
(Middle)
C/O MERRILL LYNCH & CO., INC., 4 WORLD FINANCIAL CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
01/23/2006
(Street)

NEW YORK, NY 10080		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/23/2006   A   280,167 (1) A $ 0 888,807 (2) (3) D  
Common Stock               22,964 I Trust
Common Stock               7,900 I Trust
Common Stock               735 I Trust
Common Stock               92,823 I Trust (4)
Common Stock               275,529 I Trust (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ONEAL E STANLEY
C/O MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		   X     Chairman of the Board and CEO  

Signatures

 E. Stanley O'Neal (by Michael A. LaMaina, as agent)   01/25/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The number of Restricted Shares awarded to the Reporting Person was determined by dividing the amount of the grant by $72.10, the closing price-per-share of Merrill Lynch & Co., Inc. Common Stock (MER) on January 23, 2006, the date of the award. These Restricted Shares vest in four annual installments of 25% on January 31 in the years 2007 to 2010. The Restricted Shares are issued under the Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan. Transactions under this plan are exempt under Rule 16b-3.
(2) This total also reflects the acquisition of shares of Merrill Lynch & Co., Inc. Common Stock as a result of dividend reinvestment in various Merrill Lynch plans which is exempt from the reporting requirements under the provisions of Rule 16a-3 and/or Rule 16a-11.
(3) This total also includes 10,100 shares and 14,796 shares of Merrill Lynch & Co., Inc. Common Stock transferred to the direct beneficial holdings of the reporting person on November 14, 2005 and January 24,2006, respectively. Prior to the transfer, these shares were held in trusts and the reporting person indirectly beneficially owned the shares.
(4) Restricted shares of Merrill Lynch & Co., Inc. Common Stock were transferred to this trust on November 25, 2005. Prior to the transfer, the reporting person directly beneficially owned the restricted shares.
(5) Restricted shares of Merrill Lynch & Co., Inc. Common Stock were transferred to this trust on November 25, 2005. Prior to the transfer, the reporting person directly beneficially owned the restricted shares.
 
Remarks:
All reported positions have been rounded down to the nearest whole number.

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