POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

I hereby appoint Judith A. Witterschein, Michael A. LaMaina,
Margaret E. Nelson, Lawrence M. Egan, Jr. and Richard Alsop to
act individually as my agent and attorney-in-fact for the
purpose of completing, executing and filing on my behalf with
the Securities and Exchange Commission, the New York Stock
Exchange, Inc. or any other exchange or self regulatory body,
any Form 3 "Initial Statement of Beneficial Ownership of
Securities", Form 4 "Statement of Changes in Beneficial
Ownership of Securities", Form 5 "Annual Statement of
Beneficial Ownership of Securities", Form 144 "Notice of
Proposed Sale of Securities", or any other similar form to
report securities ownership that may, in the opinion of any
of them be necessary, with respect to any transaction in
securities of Merrill Lynch & Co., Inc.

Nothing herein shall relieve me of the responsibility for the
accuracy of the information and representations contained in any
Form 3, Form 4, Form 5, Form 144 or other similar form completed,
executed and filed pursuant to this power of attorney.

This power of attorney shall supersede all similar prior powers of
attorney and will remain effective as to the agents and
attorneys-in-fact referred to above until I revoke or amend it by
written notice to such persons.

/s/ Gregory J. Fleming
Gregory J. Fleming

State of New York
County of New York

Sworn to before me this 7th day of August 2003.

/s/ Taquana M. Bailey
Notary

Taquana M. Bailey
Notary Public, State of New York
No. 01BA6012141
Qualified in Nassau County
Commission Expires August 17, 2006