Filed pursuant to Rule 433

Registration No. 333-132911

Market Index Target-Term Securities^® (MITTS^®)

to be issued by Merrill Lynch & Co., Inc.

Market Index Target-Term Securities^® (MITTS^®) are senior unsecured debt securities to be issued by Merrill Lynch & Co., Inc. (ML & Co.) that combine the capital preservation feature of fixed-income investments with the growth potential of equities or other asset classes.

This fact sheet is intended to provide an overview of MITTS and does not provide the terms of any specific series of MITTS. Prior to any decision to invest in a specific series of MITTS issued by ML & Co., investors should carefully review the related disclosure document which contains a detailed explanation of the terms of the offering of a specific series of MITTS as well as the risks, tax treatment and other relevant information about such a series of MITTS. Additionally, investors should consult their accounting, legal or tax advisors before investing in MITTS.

n       Typically offers 100% principal protection at maturity and provides no payments before maturity

n       Linked to the performance of a wide range of underlying assets

n       May be structured to express a bullish or bearish view

n       Participation in any positive return (or, in the case of bearish MITTS, negative return) generated by the underlying asset

n       Any incremental cash payments in addition to return of principal at maturity are based on the performance of the underlying asset over the term of the MITTS

n       Terms of approximately 3 to 7 years

n       No periodic interest payments

n       Usually issued at an original offering price of $10 per unit

n       May be listed on a U.S. exchange

HYPOTHETICAL PAYOUT PROFILE

Investors may want to consider MITTS if they are looking for growth oriented market exposure, with principal protection.

ADVANTAGES

n       Potential growth: MITTS offer investors the opportunity to participate in the potential upside (or in the case of bearish MITTS, downside) of an underlying asset, such as a market index, a basket of indexes, or group of stocks in a specific sector. If the level of the asset at maturity is greater (or, in the case of bearish MITTS, lower) than its level at the time the MITTS are priced, the investor will receive a supplemental redemption amount at maturity in addition to the principal invested.

n       Principal protection: MITTS will repay all or a stated portion of the principal amount at maturity, regardless of how the underlying asset performs. If the value of the asset has not appreciated (or, in the case of bearish MITTS, depreciated), the investor receives a percentage of the principal back at maturity (usually 100%).

n       Complement to a long-term strategy: MITTS can help investors reduce investment risk while pursuing the growth necessary to meet their financial objectives.

n       Diversification: Because MITTS can be linked to a variety of assets, they provide investors with the opportunity to diversify their investment portfolios.

n       Access to alternative markets: MITTS may provide access to an asset or group of assets not readily available to individual investors through traditional investment strategies.

n       Low minimum investment: Generally issued at an initial offering price of $10 per unit.

The graph to the left is for illustration purposes only; MITTS may have different payout characteristics than the one depicted to the left. Bearish MITTS will provide (i) principal plus upside participation if the underlying asset is below the starting level, or (ii) return of principal if the underlying asset is above the starting level. Hypothetical information is not a projection of future returns.

RISK FACTORS

n       Investors may not earn a return on their investment beyond the principal protection.

of developing, hedging and distributing MITTS. The price paid for the MITTS in secondary market transactions may be higher or lower than the original purchase price.

n       The return may be lower than that of other debt securities of a comparable maturity of ML & Co.

n       Many factors will affect the trading value of MITTS; these factors interrelate in complex ways and the effect of one factor may offset or magnify the effect of another factor.

n       The return on MITTS will not reflect the return on a directinvestment in the underlying asset, or on the components included in the underlying asset.

n       Purchases or sales of the underlying asset components or securities based on the underlying asset by ML & Co. and its affiliates may affect the return.

n       A trading market for MITTS is not expected to develop, and, if trading does develop, the market price investors may receive or be quoted for their MITTS on a date prior to the maturity date will be affected by this and other important factors, including the costs

n       Potential conflicts of interest between ML & Co. and investors in the MITTS could arise.

BENEFITS OF INVESTING IN STRUCTURED INVESTMENTS

Offer full or partial principal protection at maturity, while offering market exposure and the opportunity for a better return than may be available from comparable fixed income securities. Principal protection may not be achieved if the investment is sold prior to maturity.

DIVERSIFICATION – Structured Investments enable investors to diversify a portfolio by providing access to the potential returns of a wide variety of asset classes.

OPERATIONAL AND TAX EFFICIENCIES – Structured Investments can reduce complicated financial, tax, legal and operational issues surrounding the execution of sophisticated strategies by providing them in a single security.

ENHANCED RISK/RETURN PROFILES – Structured Investments may provide full or partial principal protection and/or incremental return potential through upside leverage or through other means.

HOW CAN YOU GET STARTED? Contact your Financial Advisor to learn if Market Index Target-Term Securities may be right for you.

May offer an enhanced income stream through interim fixed or variable coupon payments. However, in exchange for receiving current income, investors may forfeit upside potential on the underlying asset. These investments generally do not include the principal protection feature.

Can offer investors exposure to specific market sectors, asset classes and/or strategies that may not be readily available through traditional investment alternatives. Returns obtained from these investments are tied to the performance of the underlying asset. As such, subject to certain fees, the returns will generally reflect any increases or decreases in the value of such assets. These investments are not structured to include the principal protection feature.

Market Index Target-Term Securities, MITTS and Total Merrill (design) are registered service marks of Merrill Lynch & Co., Inc.

Total Merrill is a service mark of Merrill Lynch & Co., Inc.

^© 2008 Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Member Securities Investor Protection Corporation (SIPC). Printed in the U.S.A.