8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): April 28, 2008

    Merrill Lynch & Co., Inc.    

(Exact name of Registrant as specified in its charter)

Delaware	1-7182	13-2740599
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4 World Financial Center, New York, New York     10080

(Address of principal executive offices)                (Zip Code)

Registrant’s telephone number, including area code: (212) 449-1000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-132911) filed by Merrill Lynch & Co., Inc. (the “Company”) with the Securities and Exchange Commission covering Senior Debt Securities issuable under an indenture dated as of April 1, 1983, as amended through the date hereof, between the Company and The Bank of New York (as so amended, the “Indenture”). The Company will issue as part of its Medium-Term Notes, Series C, $35,750,000 aggregate principal amount of 11% Callable STock Return Income DEbt Securities^SM due April 28, 2009, payable on the maturity date with Cisco Systems, Inc. common stock, under the Indenture. The exhibits consist of the form of Note and an opinion of counsel relating thereto.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

EXHIBITS
(4)	Instruments defining the rights of security holders, including indentures.
	Form of Merrill Lynch & Co., Inc.’s 11% Callable STock Return Income DEbt SecuritiesSM due April 28, 2009, payable on the maturity date with Cisco Systems, Inc. common stock.*
(5)  & (23)	Opinion re: legality; consent of counsel.
	Opinion of Sidley Austin LLP relating to the 11% Callable STock Return Income DEbt SecuritiesSM due April 28, 2009, payable on the maturity date with Cisco Systems, Inc. common stock (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Notes).

^* Previously filed as Exhibit 99(B) to Registrant’s Registration Statement on Form 8-A dated April 21, 2008.

2

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, thereto duly authorized.

MERRILL LYNCH & CO., INC.                 (Registrant)
By:	/s/    JOHN THURLOW
	John Thurlow Assistant Treasurer

Date: April 28, 2008

3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

MERRILL LYNCH & CO., INC.

EXHIBITS TO CURRENT REPORT ON

FORM 8-K DATED APRIL 28, 2008

Commission File Number 1-7182

Exhibit Index

Exhibit No.	Description
(4)	Instruments defining the rights of security holders, including indentures.
	Form of Merrill Lynch & Co., Inc.’s 11% Callable STock Return Income DEbt SecuritiesSM due April 28, 2009, payable on the maturity date with Cisco Systems, Inc. common stock.*
(5) & (23)	Opinion re: legality; consent of counsel.
	Opinion of Sidley Austin LLP relating to the 11% Callable STock Return Income DEbt SecuritiesSM due April 28, 2009, payable on the maturity date with Cisco Systems, Inc. common stock (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Notes).

^* Previously filed as Exhibit 99(B) to Registrant’s Registration Statement on Form 8-A dated April 21, 2008.

EX-5

EXHIBIT (5) & (23)

	SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX	BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON	LOS ANGELES NEW YORK SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
		FOUNDED 1866

April 28, 2008

Merrill Lynch & Co., Inc.

4 World Financial Center

New York, New York 10080

Ladies and Gentlemen:

As your counsel, we have examined a copy of the Restated Certificate of Incorporation, as amended, of Merrill Lynch & Co., Inc. (the “Company”), certified by the Secretary of State of the State of Delaware. We are familiar with the corporate proceedings had in connection with the proposed issuance and sale by the Company to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), pursuant to a Distribution Agreement dated March 31, 2006 (the “Distribution Agreement”) between the Company and MLPF&S, of the Company’s 11% Callable STock Return Income DEbt Securities^SM due April 28, 2009, payable on the maturity date with Cisco Systems, Inc. common stock (the “Notes”) in an amount equal to $35,750,000 aggregate principal amount of the Notes. We have also examined a copy of the Indenture between the Company and The Bank of New York as successor Trustee, dated as of April 1, 1983, as amended (the “Indenture”), and the Company’s Registration Statement on Form S-3 (File No. 333-132911) relating to the Notes (the “Registration Statement”).

Based upon the foregoing and upon such further investigation as we deemed relevant in the premises, we are of the opinion that:

1. The Company has been duly incorporated under the laws of the State of Delaware.

2. The Notes have been duly and validly authorized by the Company and, when the Notes have been duly executed and authenticated in accordance with the terms of the Indenture and delivered against payment therefor as set forth in the Distribution Agreement, the Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, moratorium, insolvency, reorganization or similar laws relating to or affecting creditors’ rights generally and except as enforcement thereof is subject to general principles at equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

We consent to the filing of this opinion as an exhibit to the Registration Statement and as an exhibit to the Current Report of the Company on Form 8-K dated April 28, 2008.

Very truly yours,

/s/     SIDLEY AUSTIN LLP