8-K: Current report filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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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): February 20, 2003
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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.)




Item 5. Other Events
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On February 20, 2003, Merrill Lynch agreed with the staff of the Securities and
Exchange Commission to a settlement in principle that would resolve the
Commission's investigation regarding two transactions between Merrill Lynch and
Enron in 1999. Without admitting or denying any wrongdoing, Merrill Lynch would
consent to an injunction enjoining the Company from violations of the anti-fraud
provisions of the federal securities laws.

This settlement would conclude the SEC's investigation into Enron-related
matters with respect to the Company. Under the settlement Merrill Lynch would
pay a total of $80 million in disgorgement, penalties and interest. Merrill
Lynch will record this payment in its fourth quarter 2002 financial results, as
it represents a subsequent event according to accounting principles. It will be
included in the Company's 2002 10-K report, due to be filed in March 2003.

The agreement is subject to the drafting of settlement papers and Commission
authorization.

* * *

Certain statements contained in this report may constitute forward-looking
statements. These forward-looking statements are not statements of historical
facts and represent only Merrill Lynch's beliefs regarding future events, which
are inherently uncertain. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date on which they are
made. Merrill Lynch does not undertake to update forward-looking statements to
reflect the impact of circumstances or events that arise after the date the
forward-looking statement was made. The reader should, however, consult any
further disclosures Merrill Lynch may make in its reports on Form 10-K, Form
10-Q, and Form 8-K.

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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, hereunto duly authorized.

MERRILL LYNCH & CO., INC.
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(Registrant)




By: /s/ Judith A. Witterschein

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Judith A. Witterschein
Corporate Secretary

Date: February 20, 2003

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