SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2007

    Merrill Lynch & Co., Inc.    

(Exact name of Registrant as specified in its charter)

 

Delaware   1-7182   13-2740599

(State or other

jurisdiction of

incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

4 World Financial Center, New York, New York     10080

(Address of principal executive offices)               (Zip Code)

Registrant’s telephone number, including area code: (212) 449-1000

 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-132911) filed by Merrill Lynch & Co., Inc. (the “Company”) with the Securities and Exchange Commission covering Senior Debt Securities issuable under an indenture dated as of April 1, 1983, as amended through the date hereof, between the Company and JPMorgan Chase Bank, N.A. (as so amended, the “Indenture”). The Company shall issue $140,500,000 aggregate principal amount of PROtected Covered Call EnhancED Income NoteSSM Linked to the World Equity PROCEEDS Index due April 4, 2012 under the Indenture. The exhibits consist of the form of Securities and an opinion of counsel relating thereto.

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

 

EXHIBITS   
(4)    Instruments defining the rights of security holders, including indentures.
   Form of Merrill Lynch & Co., Inc.’s PROtected Covered Call EnhancED Income NoteSSM Linked to the World Equity PROCEEDS Index due April 4, 2012.
(5) & (23)    Opinion re: legality; consent of counsel.
   Opinion of Sidley Austin LLP relating to the PROtected Covered Call EnhancED Income NoteSSM Linked to the World Equity PROCEEDS Index due April 4, 2012 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Securities).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

MERRILL LYNCH & CO., INC.
                (Registrant)
By:   /s/    JOHN THURLOW          
  John Thurlow
  Assistant Treasurer

Date: April 9, 2007

 

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

MERRILL LYNCH & CO., INC.

EXHIBITS TO CURRENT REPORT ON

FORM 8-K DATED APRIL 9, 2007

Commission File Number 1-7182

Exhibit Index

 

Exhibit No.    Description    Page
(4)    Instruments defining the rights of security holders, including indentures.   
  

Form of Merrill Lynch & Co., Inc.’s PROtected Covered Call EnhancED Income NoteSSM Linked to the World Equity PROCEEDS Index due April 4, 2012.

   
(5) & (23)    Opinion re: legality; consent of counsel.   
  

Opinion of Sidley Austin LLP relating to the PROtected Covered Call EnhancED Income NoteSSM Linked to the World Equity PROCEEDS Index due April 4, 2012 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Securities).

   

 

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