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^*

Carlin Gary M.

(Last)

(First)

(Middle)

C/O MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2008

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)
	Chief 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	21,078⁽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⁾	01/23/2011	Common Stock	5,802	$77.5625	D
Stock Option - Right to Acquire⁽²⁾	⁽⁴⁾	01/28/2012	Common Stock	12,838	$53.745	D
Stock Option - Right to Acquire⁽²⁾	⁽⁵⁾	01/27/2013	Common Stock	5,544	$36.065	D
Stock Option - Right to Acquire⁽²⁾	⁽⁶⁾	01/26/2014	Common Stock	2,424	$59.85	D

Explanation of Responses:

1. This total includes 2,954 Restricted Shares and 8,835 Restricted Units granted under the Merrill Lynch & Co., Inc. Employee Stock Compensation Plan. The value of each Restricted Unit is equal to one Common Share and the Restricted Units are payable in Common Shares. These shares and units are subject to vesting and restricted periods. This total also includes 2,568 stock units issued upon exercise of stock options in 2002 under a deferral program for options under the Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan for Managers and Producers (the "Plan"). These stock units are payable in Common Shares at the end of the deferral period specified under the program, which has subsequently been discontinued. These grants were exempt under the provisions of Rule 16b-3.

2. These stock options were granted under the Plan. The grant of these options was exempt under the provisions of Rule 16b-3.

3. All stock options became exercisable on 08/01/2001.

4. All stock options became exercisable on 08/01/2002.

5. 1,386 stock options became exercisable after each of 01/27/2004, 01/27/2004, 01/27/2005 and 01/27/2006.

6. 606 stock options became exercisable after each of 01/26/2005, 01/26/2006, 01/26/2007 and 01/26/2008.

Remarks:

All reported positions have been rounded down to the nearest whole number.

	Gary M.Carlin (By Pia K. Thompson, as agent)	09/17/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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