<PAGE>


     As filed with the Securities and Exchange Commission on August 24, 2001

                                                   Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ____________

                                    FORM S-8
                             Registration Statement
                                      under
                           THE SECURITIES ACT OF 1933
                                  ____________

                            MERRILL LYNCH & CO., INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                    13-2740599
      (State or other                               (I.R.S. Employer
jurisdiction of incorporation                      Identification No.)
      or organization)


                            4 World Financial Center
                            New York, New York 10080
                                 (212) 449-1000
 (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                               ------------------

            Merrill Lynch & Co., Inc. 2002 Deferred Compensation Plan
                    for a Select Group of Eligible Employees
                            (Full title of the plan)
                                  ____________

                              Mark B. Goldfus, Esq.
                            Merrill Lynch & Co., Inc.
                            222 Broadway - 17th Floor
                            New York, New York 10038
                                 (212) 670-0180
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>

-------------------------------- ------------------------ -------------------------- ------------------------------ ---------------
      Title of securities                Amount to            Proposed maximum        Proposed maximum aggregate       Amount of
       to be registered                 be registered        offering price per            offering price(2)          registration
                                                                 obligation                                               fee
================================ ======================== ========================== ============================== ===============
<S>                                <C>                          <C>                      <C>                      <C>
Deferred Compensation                   $500,000,000                 100%                     $500,000,000             $125,000
Obligations(1)
================================ ======================== ========================== ============================== ===============
</TABLE>

(1)  The Deferred Compensation  Obligations are unsecured obligations of Merrill
     Lynch & Co., Inc. to pay deferred  compensation in the future in accordance
     with the terms of the Merrill Lynch & Co., Inc. 2002 Deferred  Compensation
     Plan for a Select Group of Eligible Employees.

(2)  Estimated solely for the purpose of determining the registration fee.

===============================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the  Securities  Act of 1933,  as amended.  Such  documents and the documents
incorporated  by reference  herein  pursuant to Item 3 of Part II hereof,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The Annual Report of Merrill Lynch & Co., Inc. (the "Company") on Form 10-K
for the fiscal year ended December 29, 2000,  Quarterly Reports on Form 10-Q for
the quarters ended March 30, 2001 and June 29, 2001, and Current Reports on Form
8-K dated January 23, 2001,  February 28, 2001,  April 18, 2001, April 30, 2001,
May 2, 2001, May 4, 2001, May 23, 2001,  June 1, 2001,  June 26, 2001,  June 29,
2001, July 5, 2001,  July 17, 2001, July 24, 2001,  August 1, 2001 and August 3,
2001 filed  pursuant to Section 13 of the  Securities  Exchange Act of 1934 (the
"Exchange  Act"), are incorporated by reference  herein.  Information  furnished
under Item 9 of Form 8-K is not incorporated by reference herein.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the  Exchange  Act  subsequent  to the  date  hereof  and  prior to the
termination  of the  offering  of the  securities  registered  pursuant  to this
Registration Statement shall be deemed to be incorporated by reference into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

     Item 4. Description of Securities.

     Under the Merrill Lynch & Co., Inc. 2002 Deferred  Compensation  Plan for a
Select  Group of Eligible  Employees  (the  "Plan"),  the Company  will  provide
eligible  employees  the  opportunity  to agree to the  deferral  of a specified
percentage of their cash compensation. The obligations of the Company under such
agreements  (the  "Obligations")  will be unsecured  general  obligations of the
Company to pay the deferred  compensation  in the future in accordance  with the
terms  of  the  Plan,  and  will  rank  pari  passu  with  other  unsecured  and
unsubordinated  indebtedness  of the  Company  from  time to  time  outstanding.
However, because the Company is a holding company, the right of the Company, and
hence the right of  creditors  of the  Company  (including  participants  in the
Plan),  to participate in any  distribution of the assets of any subsidiary upon
its  liquidation or  reorganization  or otherwise is necessarily  subject to the
prior claims of creditors of the subsidiary, except to the extent that claims of
the  Company  itself as a  creditor  of the  subsidiary  may be  recognized.  In
addition,  dividends,  loans and advances from certain  subsidiaries,  including
Merrill  Lynch,  Pierce,  Fenner  &  Smith  Incorporated,  to  the  Company  are
restricted by net capital  requirements  under the Exchange Act, and under rules
of certain exchanges and other regulatory bodies.

     The amount of  compensation to be deferred by each  participating  employee
(each a  "Participant")  will be determined in accordance with the Plan based on
elections  by  each  Participant.  Each  Obligation  will be  payable  on a date
selected  by each  Participant  in  accordance  with the terms of the Plan.  The
Obligations will be indexed to one or more Benchmark Return Options individually
chosen by each Participant from a list of investment media.  Each  Participant's
Obligation  will be  adjusted  to reflect  the  investment  experience,  whether
positive or negative,  of the Selected  Benchmark Return Options,  including any
appreciation or depreciation. The Obligations will be denominated and be payable
in United States dollars.

                                       2
<PAGE>

     A  Participant's  right or the right of any other person to the Obligations
cannot  be  assigned,  alienated,  sold,  garnished,  transferred,  pledged,  or
encumbered  except by a written  designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the individual payment dates specified by each Participant,  at the option of
the Company or through  operation  of a mandatory  or optional  sinking  fund or
analogous  provision.  However,  the  Company  reserves  the  right  to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.

     The Obligations are not convertible  into another  security of the Company.
The  Obligations  will not have the  benefit of a  negative  pledge or any other
affirmative  or  negative  covenant on the part of the  Company.  Other than any
trustee  under the  grantor  trust,  no trustee  has been  appointed  having the
authority to take action with respect to the  Obligations  and each  Participant
will be  responsible  for acting  independently  with  respect  to,  among other
things, the giving of notices,  responding to any requests for consents, waivers
or amendments  pertaining  to the  Obligations,  enforcing  covenants and taking
action upon default.

     Item 5. Interests of Experts and Counsel.

     None.

     Item 6. Indemnification of Directors and Officers.

     Section 145 of the General  Corporation  Law of the State of  Delaware,  as
amended,  provides that under certain  circumstances a corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was a  director,  officer,  employee  or agent of the Company or is or was
serving at its  request in such  capacity  in another  corporation  or  business
association,  against expenses (including attorneys' fees), judgments, fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Article XIII, Section 2 of the Restated Certificate of Incorporation of the
Company  provides in effect that,  subject to certain  limited  exceptions,  the
Company shall  indemnify its directors and officers to the extent  authorized or
permitted by the General Corporation Law of the State of Delaware. The directors
and officers of the Company are insured under  policies of insurance  maintained
by the Company,  subject to the limits of the policies,  against  certain losses
arising from any claims made against them by reason of being or having been such
directors or officers.  Like  indemnification  and insurance is also provided to
those  employees  of the Company  who serve as  administrators  of the Plan.  In
addition,  the Company  has entered  into  contracts  with all of its  directors
providing for  indemnification of such persons by the Company to the full extent
authorized or permitted by law, subject to certain limited exceptions.

     Item 7. Exemption From Registration Claimed.

     Not Applicable.

     Item 8. Exhibits.

     5 Opinion of Sidley Austin Brown & Wood LLP.
     15 Letter re: unaudited interim financial information.
     23(a)  Consent  of  Sidley  Austin  Brown & Wood LLP  (included  as part of
     Exhibit 5).
     23(b) Consent of Deloitte & Touche LLP.
     24 Power of Attorney (included on page 5).

                                       3
<PAGE>

     Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (a)(1) To file,  during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  registration  statement is on Form S-8 and the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) That, for the purpose of determining any liability under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934,  that is incorporated by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering hereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to the  provisions  referred  to in  Item  6 of  this
registration  statement,  or otherwise,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in The City of New  York  and  State of New York on the 24th day of
August, 2001.

                                           MERRILL LYNCH & CO., INC.

                                        By:    /s/ David H. Komansky
                                           ----------------------------
                                                David H. Komansky
                                            (Chairman of the Board, Chief
                                           Executive Officer and Director)


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints David H. Komansky, Thomas H. Patrick, and Stephen
L.  Hammerman,  and each of them,  his true  and  lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in   person   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 24th day of August, 2001.

       Signature                                        Title
       ---------                                        -----

 /s/ David H. Komansky                        Chairman of the Board, Chief
--------------------------------              Executive Officer and Director
    (David H. Komansky)

 /s/ E. Stanley O'Neal                        President, Chief Operating
--------------------------------              Officer and Director
    (E. Stanley O'Neal)

 /s/ Thomas H. Patrick                        Executive Vice President and
--------------------------------              Chief Financial Officer
    (Thomas H. Patrick)                       (Principal Financial Officer)

 /s/ Ahmass L. Fakahany                       Senior Vice President and
--------------------------------              Controller (Principal Accounting
    (Ahmass L. Fakahany)                      Officer)

 /s/  W.H. Clark                              Director
--------------------------------
     (W.H. Clark)

 /s/  Jill K. Conway                          Director
--------------------------------
     (Jill K. Conway)

 /s/  Stephen L. Hammerman                    Director
--------------------------------
     (Stephen L. Hammerman)

 /s/  George B. Harvey                        Director
--------------------------------
     (George B. Harvey)

 /s/  Robert P. Luciano                       Director
--------------------------------
     (Robert P. Luciano)

 /s/  Heinz-Joachim Neuburger                 Director
--------------------------------
     (Heinz-Joachim Neuburger)

 /s/  David K. Newbigging                     Director
--------------------------------
     (David K. Newbigging)

 /s/  Aulana L. Peters                        Director
--------------------------------
     (Aulana L. Peters)

 /s/  John J. Phelan, Jr.                     Director
--------------------------------
     (John J. Phelan, Jr.)

                                       5
<PAGE>

                                 Exhibit Index


Exhibit No.       Description


* 5               Opinion of Sidley Austin Brown & Wood LLP.

* 15              Letter re: unaudited interim financial information.

* 23(a)           Consent of Sidley Austin Brown & Wood LLP (included as part
                  of Exhibit 5).

* 23(b)           Consent of Deloitte & Touche LLP.

* 24              Power of Attorney (included on page 5).


* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20574}]
{"company-data": {"conformed-name": "MERRILL LYNCH & CO INC", "cik": "0000065100", "assigned-sic": "6211", "irs-number": "132740599", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68330", "film-number": "1723131"}, "business-address": {"street1": "4 WORLD FINANCIAL CTR", "city": "NEW YORK", "state": "NY", "zip": "10080", "phone": "2124491000"}, "mail-address": {"street1": "4 WORLD FINANCIAL CTR", "city": "NEW YORK", "state": "NY", "zip": "10080"}}
As filed with the Securities and Exchange Commission on August 24, 2001

                                                   Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ____________

                                    FORM S-8
                             Registration Statement
                                      under
                           THE SECURITIES ACT OF 1933
                                  ____________

                            MERRILL LYNCH & CO., INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                    13-2740599
      (State or other                               (I.R.S. Employer
jurisdiction of incorporation                      Identification No.)
      or organization)

                            4 World Financial Center
                            New York, New York 10080
                                 (212) 449-1000
 (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                               ------------------

            Merrill Lynch & Co., Inc. 2002 Deferred Compensation Plan
                    for a Select Group of Eligible Employees
                            (Full title of the plan)
                                  ____________

                              Mark B. Goldfus, Esq.
                            Merrill Lynch & Co., Inc.
                            222 Broadway - 17th Floor
                            New York, New York 10038
                                 (212) 670-0180
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

-------------------------------- ------------------------ -------------------------- ------------------------------ ---------------
      Title of securities                Amount to            Proposed maximum        Proposed maximum aggregate       Amount of
       to be registered                 be registered        offering price per            offering price(2)          registration
                                                                 obligation                                               fee
================================ ======================== ========================== ============================== ===============
Deferred Compensation                   $500,000,000                 100%                     $500,000,000             $125,000
Obligations(1)
================================ ======================== ========================== ============================== ===============
(1)  The Deferred Compensation  Obligations are unsecured obligations of Merrill
     Lynch & Co., Inc. to pay deferred  compensation in the future in accordance
     with the terms of the Merrill Lynch & Co., Inc. 2002 Deferred  Compensation
     Plan for a Select Group of Eligible Employees.

(2)  Estimated solely for the purpose of determining the registration fee.

===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the  Securities  Act of 1933,  as amended.  Such  documents and the documents
incorporated  by reference  herein  pursuant to Item 3 of Part II hereof,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The Annual Report of Merrill Lynch & Co., Inc. (the "Company") on Form 10-K
for the fiscal year ended December 29, 2000,  Quarterly Reports on Form 10-Q for
the quarters ended March 30, 2001 and June 29, 2001, and Current Reports on Form
8-K dated January 23, 2001,  February 28, 2001,  April 18, 2001, April 30, 2001,
May 2, 2001, May 4, 2001, May 23, 2001,  June 1, 2001,  June 26, 2001,  June 29,
2001, July 5, 2001,  July 17, 2001, July 24, 2001,  August 1, 2001 and August 3,
2001 filed  pursuant to Section 13 of the  Securities  Exchange Act of 1934 (the
"Exchange  Act"), are incorporated by reference  herein.  Information  furnished
under Item 9 of Form 8-K is not incorporated by reference herein.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the  Exchange  Act  subsequent  to the  date  hereof  and  prior to the
termination  of the  offering  of the  securities  registered  pursuant  to this
Registration Statement shall be deemed to be incorporated by reference into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

     Item 4. Description of Securities.

     Under the Merrill Lynch & Co., Inc. 2002 Deferred  Compensation  Plan for a
Select  Group of Eligible  Employees  (the  "Plan"),  the Company  will  provide
eligible  employees  the  opportunity  to agree to the  deferral  of a specified
percentage of their cash compensation. The obligations of the Company under such
agreements  (the  "Obligations")  will be unsecured  general  obligations of the
Company to pay the deferred  compensation  in the future in accordance  with the
terms  of  the  Plan,  and  will  rank  pari  passu  with  other  unsecured  and
unsubordinated  indebtedness  of the  Company  from  time to  time  outstanding.
However, because the Company is a holding company, the right of the Company, and
hence the right of  creditors  of the  Company  (including  participants  in the
Plan),  to participate in any  distribution of the assets of any subsidiary upon
its  liquidation or  reorganization  or otherwise is necessarily  subject to the
prior claims of creditors of the subsidiary, except to the extent that claims of
the  Company  itself as a  creditor  of the  subsidiary  may be  recognized.  In
addition,  dividends,  loans and advances from certain  subsidiaries,  including
Merrill  Lynch,  Pierce,  Fenner  &  Smith  Incorporated,  to  the  Company  are
restricted by net capital  requirements  under the Exchange Act, and under rules
of certain exchanges and other regulatory bodies.

     The amount of  compensation to be deferred by each  participating  employee
(each a  "Participant")  will be determined in accordance with the Plan based on
elections  by  each  Participant.  Each  Obligation  will be  payable  on a date
selected  by each  Participant  in  accordance  with the terms of the Plan.  The
Obligations will be indexed to one or more Benchmark Return Options individually
chosen by each Participant from a list of investment media.  Each  Participant's
Obligation  will be  adjusted  to reflect  the  investment  experience,  whether
positive or negative,  of the Selected  Benchmark Return Options,  including any
appreciation or depreciation. The Obligations will be denominated and be payable
in United States dollars.

                                       2
A  Participant's  right or the right of any other person to the Obligations
cannot  be  assigned,  alienated,  sold,  garnished,  transferred,  pledged,  or
encumbered  except by a written  designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the individual payment dates specified by each Participant,  at the option of
the Company or through  operation  of a mandatory  or optional  sinking  fund or
analogous  provision.  However,  the  Company  reserves  the  right  to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.

     The Obligations are not convertible  into another  security of the Company.
The  Obligations  will not have the  benefit of a  negative  pledge or any other
affirmative  or  negative  covenant on the part of the  Company.  Other than any
trustee  under the  grantor  trust,  no trustee  has been  appointed  having the
authority to take action with respect to the  Obligations  and each  Participant
will be  responsible  for acting  independently  with  respect  to,  among other
things, the giving of notices,  responding to any requests for consents, waivers
or amendments  pertaining  to the  Obligations,  enforcing  covenants and taking
action upon default.

     Item 5. Interests of Experts and Counsel.

     None.

     Item 6. Indemnification of Directors and Officers.

     Section 145 of the General  Corporation  Law of the State of  Delaware,  as
amended,  provides that under certain  circumstances a corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was a  director,  officer,  employee  or agent of the Company or is or was
serving at its  request in such  capacity  in another  corporation  or  business
association,  against expenses (including attorneys' fees), judgments, fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Article XIII, Section 2 of the Restated Certificate of Incorporation of the
Company  provides in effect that,  subject to certain  limited  exceptions,  the
Company shall  indemnify its directors and officers to the extent  authorized or
permitted by the General Corporation Law of the State of Delaware. The directors
and officers of the Company are insured under  policies of insurance  maintained
by the Company,  subject to the limits of the policies,  against  certain losses
arising from any claims made against them by reason of being or having been such
directors or officers.  Like  indemnification  and insurance is also provided to
those  employees  of the Company  who serve as  administrators  of the Plan.  In
addition,  the Company  has entered  into  contracts  with all of its  directors
providing for  indemnification of such persons by the Company to the full extent
authorized or permitted by law, subject to certain limited exceptions.

     Item 7. Exemption From Registration Claimed.

     Not Applicable.

     Item 8. Exhibits.

     5 Opinion of Sidley Austin Brown & Wood LLP.
     15 Letter re: unaudited interim financial information.
     23(a)  Consent  of  Sidley  Austin  Brown & Wood LLP  (included  as part of
     Exhibit 5).
     23(b) Consent of Deloitte & Touche LLP.
     24 Power of Attorney (included on page 5).

                                       3
Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (a)(1) To file,  during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  registration  statement is on Form S-8 and the  information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) That, for the purpose of determining any liability under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934,  that is incorporated by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering hereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to the  provisions  referred  to in  Item  6 of  this
registration  statement,  or otherwise,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in The City of New  York  and  State of New York on the 24th day of
August, 2001.

                                           MERRILL LYNCH & CO., INC.

                                        By:    /s/ David H. Komansky
                                           ----------------------------
                                                David H. Komansky
                                            (Chairman of the Board, Chief
                                           Executive Officer and Director)

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints David H. Komansky, Thomas H. Patrick, and Stephen
L.  Hammerman,  and each of them,  his true  and  lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in   person   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 24th day of August, 2001.

       Signature                                        Title
       ---------                                        -----

 /s/ David H. Komansky                        Chairman of the Board, Chief
--------------------------------              Executive Officer and Director
    (David H. Komansky)

 /s/ E. Stanley O'Neal                        President, Chief Operating
--------------------------------              Officer and Director
    (E. Stanley O'Neal)

 /s/ Thomas H. Patrick                        Executive Vice President and
--------------------------------              Chief Financial Officer
    (Thomas H. Patrick)                       (Principal Financial Officer)

 /s/ Ahmass L. Fakahany                       Senior Vice President and
--------------------------------              Controller (Principal Accounting
    (Ahmass L. Fakahany)                      Officer)

 /s/  W.H. Clark                              Director
--------------------------------
     (W.H. Clark)

 /s/  Jill K. Conway                          Director
--------------------------------
     (Jill K. Conway)

 /s/  Stephen L. Hammerman                    Director
--------------------------------
     (Stephen L. Hammerman)

 /s/  George B. Harvey                        Director
--------------------------------
     (George B. Harvey)

 /s/  Robert P. Luciano                       Director
--------------------------------
     (Robert P. Luciano)

 /s/  Heinz-Joachim Neuburger                 Director
--------------------------------
     (Heinz-Joachim Neuburger)

 /s/  David K. Newbigging                     Director
--------------------------------
     (David K. Newbigging)

 /s/  Aulana L. Peters                        Director
--------------------------------
     (Aulana L. Peters)

 /s/  John J. Phelan, Jr.                     Director
--------------------------------
     (John J. Phelan, Jr.)

                                       5
Exhibit Index

Exhibit No.       Description

* 5               Opinion of Sidley Austin Brown & Wood LLP.

* 15              Letter re: unaudited interim financial information.

* 23(a)           Consent of Sidley Austin Brown & Wood LLP (included as part
                  of Exhibit 5).

* 23(b)           Consent of Deloitte & Touche LLP.

* 24              Power of Attorney (included on page 5).

* Filed herewith.