Form: 8-K

Current report filing

July 28, 2005

8-K: Current report filing

Published on July 28, 2005

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): July 28, 2005

Merrill Lynch & Co., Inc.
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(Exact name of Registrant as specified in its charter)


Delaware 1-7182 13-2740599
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)



4 World Financial Center, New York, New York 10080
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(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (212) 449-1000
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- -----------------------------------------------------------------------------
(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. 333-122639) filed by Merrill Lynch & Co., Inc. (the
"Company") with the Securities and Exchange Commission covering Medium-Term
Notes, Series C (the "Notes") 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"). In connection therewith,
the Company will issue "Medium-Term Notes, Series C," under the Indenture. The
exhibits consist of the form of Medium-Term Notes, Series C, 2% Notes Linked
to the Performance of the Dow Jones CBOT Treasury Index due July 28, 2008 and
form of opinion of counsel relating to issuances of Medium-Term Notes, Series
C, 2% Notes Linked to the Performance of the Dow Jones CBOT Treasury Index due
July 28, 2008.

Item 9.01. Financial Statements and Exhibits
---------------------------------

(c) EXHIBITS

(4) Instruments defining the rights of
security holders, including
indentures.

Form of Merrill Lynch & Co.,
Inc.'s Medium-Term Notes, Series
C, 2% Notes Linked to the
Performance of the Dow Jones CBOT
Treasury Index due July 28, 2008.

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

Form of Opinion of Sidley Austin
Brown & Wood LLP relating to the
Medium-Term Notes, Series C, 2%
Notes Linked to the Performance of
the Dow Jones CBOT Treasury Index
due July 28, 2008 (including
consent for inclusion of such
opinion in this report and in
Merrill Lynch & Co., Inc.'s
Registration Statement relating to
such Notes).






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 Laws
----------------------------------
John Laws
Assistant Treasurer


Date: July 28, 2005





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549














MERRILL LYNCH & CO., INC.












EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JULY 28, 2005











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
Medium-Term Notes, Series C, 2% Notes
Linked to the Performance of the Dow Jones
CBOT Treasury Index due July 28, 2008.

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

Form of Opinion of Sidley Austin Brown &
Wood LLP relating to the Medium-Term
Notes, Series C, 2% Notes Linked to the
Performance of the Dow Jones CBOT Treasury
Index due July 28, 2008 (including consent
for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Notes).