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):    January 31, 2003

 

Merrill Lynch & Co., Inc.

(Exact name of Registrant as specified in its charter)

 

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

 

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

 

 

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(Former name or former address, if changed since last report.)

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Item 5. Other Events

 

Exhibits are filed herewith in connection with the Registration Statements on Form S-3 (File Nos. 333-83374 and 333-97937) 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 $52,000,000 aggregate principal amount of 6.5% Callable STock Return Income DEbt Securities^SM due February 1, 2005, payable at maturity with International Business Machines Corporation common stock, 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

 

				EXHIBITS
		(4)		Instruments defining the rights of security holders, including indentures.
				Form of Merrill Lynch & Co., Inc.’s 6.5% Callable STock Return Income DEbt SecuritiesSM due February 1, 2005, payable at maturity with International Business Machines Corporation common stock.
		(5) & (23)		Opinion re: legality; consent of counsel.
				Opinion of Sidley Austin Brown & Wood LLP relating to the 6.5% Callable STock Return Income DEbt SecuritiesSM due February 1, 2005, payable at maturity with International Business Machines Corporation common stock (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statements relating to such Securities).

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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: January 31, 2003

 

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

MERRILL LYNCH & CO., INC.

 

 

 

EXHIBITS TO CURRENT REPORT ON

FORM 8-K DATED JANUARY 31, 2003

 

 

 

Commission File Number 1-7182

 

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Exhibit Index

 

Exhibit No.		Description		Page
(4)		Instruments defining the rights of security holders, including indentures.
		Form of Merrill Lynch & Co., Inc.’s 6.5% Callable STock Return Income DEbt SecuritiesSM due February 1, 2005, payable at maturity with International Business Machines Corporation common stock.
(5) & (23)		Opinion re: legality; consent of counsel.
		Opinion of Sidley Austin Brown & Wood LLP relating to the 6.5% Callable STock Return Income DEbt SecuritiesSM due February 1, 2005, payable at maturity with International Business Machines Corporation common stock (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statements relating to such Securities).