SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tosi Laurence A

(Last)

(First)

(Middle)

MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2004

3. Issuer Name and Ticker or Trading Symbol
MERRILL LYNCH & CO INC [ MER ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,997⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option- Right to Acquire⁽²⁾	⁽³⁾	01/27/2010	Common Stock	10,580	$43.7812	D
Stock Option- Right to Acquire⁽²⁾	⁽⁴⁾	01/23/2011	Common Stock	11,088	$77.5625	D
Stock Option- Right to Acquire⁽²⁾	⁽⁵⁾	01/28/2012	Common Stock	20,718	$53.745	D
Stock Option- Right to Acquire⁽²⁾	⁽⁶⁾	01/27/2013	Common Stock	15,452	$36.065	D
Stock Appreciation Right⁽²⁾	⁽⁷⁾	01/26/2014	Common Stock	10,340	$59.85	D

Explanation of Responses:

1. This total includes 30,986 Restricted Shares granted under the Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan (the "Plan"), which are subject to vesting and restricted periods. Transactions under this Plan are exempt under the provisions of Rule 16b-3.

2. These stock options and stock appreciation rights were granted under the Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan (the "Plan"). Transactions under this Plan are exempt under the provisions of Rule 16b-3.

3. 2,116 stock options became exercisable after 1/27/01, 1/27/02, 1/27/03 and 1/27/04. 2,116 stock options are exercisable after 1/27/05.

4. All stock options became exercisable after 7/31/01.

5. All stock options became exercisable after 7/31/02.

6. 3,863 stock options became exercisable after 1/27/04. 3,863 stock options are exercisable after 1/27/05, 1/27/06 and 1/27/07.

7. 2,585 stock appreciation rights will become exercisable after each of 1/26/05, 1/26/06, 1/26/07 and 1/26/08.

Remarks:

All reported positions have been rounded down to the nearest whole number. Exhibit List: Exhibit 24- Power of Attorney

	Laurence A. Tosi (by Michael A. LaMaina, as agent)	11/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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