Merrill Lynch & Co., Inc. 95 Greene Street Jersey City, New Jersey 07302 September 30, 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. 333-105098 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 Supplement and Prospectus supplement dated June 3, 2003 relating to Merrill Lynch & Co., Inc. CoreNotes(SM) 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 PRICING SUPPLEMENT File No. 333-105098 (To Prospectus Supplement and Prospectus dated June 3, 2003) Rule 424(b)(3) Pricing Supplement Number:2337 Merrill Lynch & Co., Inc. Medium-Term Notes, Series B Due Nine Months or More from Date of Issue Floating Rate Notes Principal Amount: $400,000,000 Original Issue Date: October 3, 2003 CUSIP Number: 59018YSA0 Stated Maturity Date: October 3, 2005 Issue Price: 100% 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: - -------------------- |x| LIBOR |_| Commercial Paper Rate |_| CMT Rate |_| Eleventh District Cost of Funds Rate |_| Prime Rate |_| CD Rate |_| Federal Funds Rate |_| Other (see attached) |_| Treasury Rate Designated CMT Page: Designated LIBOR Page: CMT Moneyline Telerate Page: LIBOR MoneylineTelerate Page: 3750 LIBOR Reuters Page: Index Maturity: Three Months Minimum Interest Rate: Not Applicable Spread: + 0.10% Maximum Interest Rate: Not Applicable Initial Interest Rate: Calculated as if Spread Multiplier: Not Applicable the Original Issue Date was an Interest Reset Date Interest Reset Dates: Quarterly, on the 3rd of January, April, July and October, commencing on January 3, 2004, subject to modified following Business Day convention. Interest Payment Dates: Quarterly, on the 3rd of January, April, July and October, commencing on January 3, 2004, subject to modified following Business Day convention. 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 Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), HSBC Securities (USA) Inc. and Credit Lyonnais Securities (USA) Inc. (the "Underwriters"), are acting as principals in this transaction. MLPF&S is acting as the Lead Underwriter. Pursuant to an agreement, dated September 30th, 2003 (the "Agreement"), between Merrill Lynch & Co., Inc. (the "Company") and the Underwriters, the Company has agreed to sell to each of the Underwriters and each of the Underwriters has severally and not jointly agreed to purchase the principal amount of Notes set forth opposite its name below: Underwriters Principal Amount of the Notes ------------ ----------------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated $392,000,000 HSBC Securities (USA) Inc. $4,000,000 Credit Lyonnais Securities (USA) Inc. $4,000,000 ------------ Total $400,000,000 Pursuant to the Agreement, the obligations of the Underwriters are subject to certain conditions and the Underwriters are committed to take and pay for all of the Notes, if any are taken. The Underwriters have advised the Company that they propose initially to offer all or part of the Notes directly to the public at the Issue Price listed above. After the initial public offering, the Issue Price may be changed. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Underwriting Discount: 0.175% Dated: September 30, 2003