8-K: Current report filing

Published on March 28, 2002



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): March 28, 2002

Merrill Lynch & Co., Inc.

(Exact name of Registrant as specified in its charter)


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

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.)


Item 5. Other Events
------------

Exhibits are filed herewith in connection with the Registration
Statement on Form S-3 (File No. 333-52822) 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 (as so
amended, the "Indenture"). The Company will issue $22,000,000 aggregate original
public offering price of Strategic Return Notes/SM/ Linked to the Oil and
Natural Gas Index due March 28, 2007 under the Indenture. The exhibits consist
of the form of Securities and an opinion of counsel relating thereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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EXHIBITS

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

Form of Merrill Lynch & Co., Inc.'s Strategic
Return Notes/SM/ Linked to the Oil and
Natural Gas Index due March 28, 2007.

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

Opinion of Sidley Austin Brown &
Wood LLP relating to the Strategic
Return Notes/SM/ Linked to the Oil and
Natural Gas Index due March 28, 2007
(including consent for inclusion of
such opinion in this report and in
Merrill Lynch & Co., Inc.'s
Registration Statement relating to
such Securities).

2


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 C. Stomber
---------------------------------------
John C. Stomber
Senior Vice President and Treasurer



Date: March 28, 2002

3





SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549






MERRILL LYNCH & CO., INC.









EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED MARCH 28, 2002

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 Strategic
Return Notes/SM/ Linked to the Oil and
Natural Gas Index due March 28, 2007.

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

Opinion of Sidley Austin Brown & Wood LLP
relating to the Strategic Return Notes/SM/
Linked to the Oil and Natural Gas Index due
March 28, 2007 (including consent for
inclusion of such opinion in this report and
in Merrill Lynch & Co., Inc.'s Registration
Statement relating to such Securities).