SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THAIN JOHN A

(Last)

(First)

(Middle)

C/O MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2007		A		546,304	A	$0	546,304⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option - Right to Acquire	$60.43	12/01/2007		A		1,800,000		⁽³⁾	12/01/2017	Common Stock	1,800,000	$0	1,800,000⁽²⁾	D
Stock Option - Right to Acquire	$60.43	12/01/2007		A		42,815		⁽⁴⁾	02/03/2017	Common Stock	42,815	$0	42,815⁽²⁾	D

Explanation of Responses:

1. These Restricted Stock Units will be settled by the delivery of Common Stock. 500,000 of these restricted stock units will vest in equal installments on each of December 1, 2008, 2009, 2010, 2011 and 2012. 46,304 of these restricted stock units will vest as follows: 15,435 on each of February 3, 2008 and 2009 and 15,434 on February 3, 2010 and were awarded to replace the units which Mr. Thain forfeited upon leaving his former place of employment.

2. This transaction is exempt under Rule 16b-3.

3. These Stock Options will be exercisable into shares of Common Stock. The options will vest as follows: 300,000 on each of December 1, 2008 and 2009, 600,000 if the average of the Company's closing common stock prices over a period of 15 consecutive trading days is at least equal to the Exercise Price plus $20 and 600,000 if the average of the Company's closing common stock prices over a period of 15 consecutive trading days is at least equal to the Exercise Price plus $40. In no event will these stock options become exercisable, whether or not vested, prior to December 1, 2009, unless Mr. Thain is terminated without cause, dies or becomes disabled.

4. These Stock Options will be exercisable into shares of Common Stock. The options will vest as follows: 14,272 on each of February 3, 2008 and 2009 and 14,271 on February 3, 2010 and were awarded to replace the stock options that Mr. Thain forfeited upon leaving his former place of employment.

Remarks:

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

	John A. Thain (By Pia K. Thompson, as agent)	12/04/2007
	** 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 4 (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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