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:    333-122639
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

8% Monthly Income Strategic Return Notes® Linked to the CBOE S&P 500 BuyWrite Index due June 7, 2010   The American Stock Exchange  
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 8% Monthly Income Strategic Return Notes® Linked to the CBOE S&P 500 BuyWrite Index due June 7, 2010, issued by Merrill Lynch & Co., Inc. (the “Notes”), set forth in the Preliminary Pricing Supplement, dated May 5, 2005, and the Prospectus Supplement and Prospectus, each dated February 25, 2005, attached hereto as Exhibit 99(A), is hereby incorporated by reference and contains certain proposed terms and provisions. The description of the Notes contained in the Pricing Supplement to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under Registration Statement Number 333-122639, 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 Pricing Supplement, dated May 5, 2005, and the Prospectus Supplement and Prospectus, each dated February 25, 2005 (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, N.A., 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:  June 3, 2005

 

 

 

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

 

 

 

MERRILL LYNCH & CO., INC.

 

 

 

 

 

 

EXHIBITS

TO

FORM 8-A DATED JUNE 3, 2005

 

 

 

 

INDEX TO EXHIBITS

 

 

Exhibit No.

 

99  (A)   Preliminary Pricing Supplement, dated May 5, 2005, and the Prospectus Supplement and Prospectus, each dated February 25, 2005 (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, N.A., 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.

 

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