UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (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)

 

 

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

Depositary Shares, Each Representing a

1/1200th Interest in a Share of Floating Rate

Non-Cumulative Preferred Stock, Series 2

   The New York Stock Exchange, Inc

 

 

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), check the following box  x

 

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), check the following box  ¨

 

Securities Act registration statement file number which this form relates: 333-122639

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

Item 1. Description of Registrant’s Securities to be Registered

 

The description of the general terms and provisions of the Floating Rate Non-Cumulative Preferred Stock, Series 2, par value $1.00 per share (the “Preferred Stock”) of Merrill Lynch & Co., Inc. (the “Registrant”) and the description of the Registrant’s Depositary Shares, each representing a 1/1200th interest in a share of Preferred Stock (the “Depositary Shares”), to be registered hereunder is incorporated herein by reference to the descriptions included under the captions “Description of the Series 2 Preferred Stock” and “Description of the Depositary Shares” in the Prospectus Supplement dated March 7, 2005 to the Prospectus dated February 25, 2005 included as part of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-122639) and under the captions “Description of Preferred Stock” and “Description of Depositary Shares” in the Prospectus. For purposes of such description, any prospectus supplement relating to the Registration Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which purports to describe the Depositary Shares shall be deemed to be incorporated herein by reference.

 

Item 2. Exhibits

 

List below all exhibits to be filed as part of the registration statement:

 

  1. Certificate of Designations of the Registrant establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2005).

 

  2. Form of Deposit Agreement with respect to the Depositary Shares (including the form of Depositary Receipt to be issued thereunder).

 

  3. Form of certificate representing the Preferred Stock.

 

  4. Form of Depositary Receipt (attached as Exhibit A to Exhibit 2 hereto).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

MERRILL LYNCH & CO., INC.
              (Registrant)

By:

  

/s/ John Laws

Name:

  

John Laws

Title:

  

First Vice President

 

Date: March 11, 2005

 

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