Merrill Lynch & Co., Inc. 95 Greene Street Jersey City, New Jersey 07302 February 10, 2003 [LOGO] MERRILL LYNCH OFICS Filer Support SEC Operations Center 6432 General Green Way Alexandria, Virginia 22312-2413 Attention: 1933 Act Filing Desk Re: Registration Statement No. 333-97937 With reference to the above captioned Registration Statement and in compliance with Rule 424(b)(3) adopted under the Securities Act of 1933, as amended, we enclose herewith for filing, one copy, marked as required, one Prospectus and Prospectus Supplement dated September 25, 2002 relating to Merrill Lynch & Co., Inc. Medium-Term Notes to be used on and after this date. In addition, please reference that this note is not listed on any exchange. Very truly yours, /s/ Mark Youngclaus Mark Youngclaus Vice President PROSPECTUS SUPPLEMENT File No. 333-97937 (To Prospectus Supplement and Rule 424(b)(3) Prospectus dated April 1, 2002) Prospectus number: 2257 Merrill Lynch & Co., Inc. Medium-Term Notes, Series B Due Nine Months or More from Date of Issue Floating Rate Notes Principal Amount: $50,000,000 Original Issue Date: November 18, 2002 CUSIP Number: 59018YPB1 Stated Maturity Date: November 18, 2003 Interest Calculation: Day Count Convention: [X] Regular Floating Rate Note [X] Actual/360 [ ] Inverse Floating Rate Note [ ] 30/360 (Fixed Interest Rate): [ ] Actual/Actual Interest Rate Basis: [ ] LIBOR [ ] Commercial Paper Rate [ ] CMT Rate [ ] Eleventh District Cost of Funds Rate [ ] Prime Rate [ ] CD Rate [X] Federal Funds Open Rate [ ] Other (see attached) [ ] Treasury Rate Designated CMT Page: Designated LIBOR Page: CMT Telerate Page: LIBOR Telerate Page: CMT Reuters Page: LIBOR Reuters Page: Index Maturity: N/A Minimum Interest Rate: Not Applicable Spread: Plus 0.12% Maximum Interest Rate: Not Applicable Initial Interest Rate: Calculated as Spread Multiplier: Not Applicable if the Original Issue Date was an Interest Reset Date Interest Reset Dates: Each Business Day, commencing November 19, 2002 to but excluding the Stated Maturity Date, subject to the following Business Day convention Interest Payment Dates: Quarterly, on the 18th of February, May, August and maturity commencing February 18, 2003; subject to the following business day convention Fed Funds Open Rate: The rate for an Intetrest Reset Date shall be the rate set forth on Telerate Page 5 for that day underneath the caption "FEDERAL FUNDS" in the row titled "OPEN". If the rate is not available for an Interest Reset Date, the rate for that Interest Reset Date shall be the Federal Funds Effective rate as published in the H.15 Daily Update. Repayment at the Option of the Holder: The Notes cannot be repaid prior to the Stated Maturity Date. Redemption at the Option of the Company: The Notes cannot be redeemed prior to the Stated Maturity Date. Form: The Notes are being issued in fully registered book-entry form. Trustee: JPMorgan Chase Bank Dated: November 13, 2002