<PAGE>

      As filed with the Securities and Exchange Commission on July 5, 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 jurisdiction               (I.R.S. Employer Identification No.)
of incorporation 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.
                        1986 Employee Stock Purchase Plan
                            (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>
<CAPTION>
---------------------------- -------------------------- --------------------------- ----------------------------- ------------------
    Title of securities                Amount to          Proposed maximum offering    Proposed maximum aggregate       Amount of
     to be registered                be registered             price per share            offering price(2)         registration fee
============================ ========================== =========================== ============================= ==================
<S>                                 <C>                              <C>                      <C>                         <C>
Common Stock, par value

$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights) (1)                25,000,000 shares                $58.70                   $1,467,500,000              $366,875
============================ ========================== =========================== ============================= ==================
</TABLE>

     (1) Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock; value
attributable to such Rights, if any, is reflected in the market price of the
Common Stock.

     (2) Calculated in accordance with Rule 457(c), based on the average of the
high and low prices of the Common Stock reported in the consolidated reporting
system on June 29, 2001.

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

<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 Report on Form 10-Q for
the quarter ended March 30, 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, and June 29, 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 and the Plan 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 hereunder shall
be deemed to be incorporated by reference herein 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 hereof to the extent that a statement
contained herein or in any other subsequently filed document that 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.

     The authorized capital stock of the Company consists of 3,000,000,000
shares of common stock, par value $1.33-1/3 per share ("Common Stock"), and
25,000,000 shares of preferred stock, par value $1.00 per share, issuable in
series ("Preferred Stock"). As of June 1, 2001, there were 836,407,747 shares of
Common Stock and 4,197,721 Exchangeable Shares outstanding. The Exchangeable
Shares are exchangeable at any time into Common Stock on a one-for-one basis and
entitle holders to dividend, voting and other rights equivalent to Common Stock.
The holders of shares of Common Stock are entitled to one vote for each share
held and each share of Common Stock is entitled to participate equally in
dividends out of funds legally available therefor, as and when declared by the
Board of Directors, and in the distribution of assets in the event of
liquidation. The shares of Common Stock have no preemptive or conversion rights,
redemption provisions or sinking fund provisions. The outstanding shares of
Common Stock are, and the shares offered hereby will be, duly and validly
issued, fully paid and nonassessable. Each share is eligible to participate
under the Rights Agreement referenced below and, to the extent specified
therein, to purchase certain securities upon the occurrence of certain events
specified in the Rights Agreement.

     The Board of Directors of the Company, without further action by
stockholders, has the authority to issue shares of Preferred Stock from time to
time in one or more series and to fix the powers (including voting power),
designations, preferences as to dividends and liquidation, and relative,
participating, optional, or other special rights and the qualifications,
limitations, or restrictions thereof. As of June 1, 2001, there were 17,000,000
Depositary Shares issued each representing a one-four hundredth interest in a
share of the Company's 9% Cumulative Preferred Stock, Series A (the "9%
Preferred Stock"). The 9% Preferred Stock is a single series consisting of
42,500 shares with an aggregate liquidation preference of $425,000,000. As of
June 1, 2001, there were 42,500 shares of 9% Preferred Stock outstanding. From
time to time, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") may
occasionally acquire a temporary position in the Depositary Shares. As of June
1, 2001, the Depositary Shares held by MLPF&S for the purpose of resale was not
material. The 9% Preferred Stock has dividend and liquidation preference over
the Common Stock and over the Series A Junior Preferred Stock issuable pursuant
to a Rights Agreement dated as of December 2, 1997 between the Company and
ChaseMellon Shareholder Services, L.L.C.

Item 5. Interests of Experts and Counsel.

     None.

                                        2

<PAGE>

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.

4(a) Restated Certificate of Incorporation of the Company effective as of May 3,
     2001 (incorporated by reference to Exhibit 3(i) to the Company's Quarterly
     Report on Form 10-Q for the quarter ended March 30, 2001 (File No. 1-7182)
     ("2001 First Quarter 10-Q")).

4(b) By-Laws of the Company, effective as of April 27, 2001 (incorporated by
     reference to Exhibit 3(ii) to the Company's 2001 First Quarter 10-Q).

4(c) Form of Amended and Restated Rights  Agreement dated as of December 2, 1997
     between  the  Company  and   ChaseMellon   Shareholder   Services,   L.L.C.
     (incorporated  by reference to Exhibit 4 to Form 8-K dated December 2, 1997
     (File No. 1-7182)).
4(d) Certificate of Designation of the Company relating to the Company's Series
     A Junior Preferred Stock (incorporated by reference to Exhibit 3(i) to the
     2001 First Quarter 10-Q; specifically, those pages attached as Exhibit A to
     Exhibit 3(i)).

4(e) Certificate of Designation of the Company relating to the Company's 9%
     Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit
     3(i) to the 2001 First Quarter 10-Q; specifically, those pages attached as
     Exhibit B to Exhibit 3(i)).

4(f) Certificate of Designation of the Company relating to the Company's Special
     Voting Stock (incorporated by reference to Exhibit 3(i) to the 2001 First
     Quarter 10-Q; specifically, those pages attached as Exhibit C to Exhibit
     3(i)).

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 with or furnished to the SEC by the registrant pursuant
to Section 13 or 15(d) of the Exchange Act 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 Exchange Act, 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 SEC 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 a 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 5th day of
July, 2001.

                                        MERRILL LYNCH & CO., INC.

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


     Each person whose signature appears below appoints David H. Komansky,
Thomas H. Patrick and Stephen L. Hammerman individually as true and lawful
attorneys-in-fact and agents, with full power of substitution to sign any
amendments (including post-effective amendments) to this Registration Statement
and to each Registration Statement amended hereby, and to file the same, with
all exhibits and other related documents, with the Securities and Exchange
Commission, with full power and authority to perform any necessary or
appropriate act in connection with the amendment(s).

     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 5th day of July, 2001.

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

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

 /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                             Description

4(a) Restated Certificate of Incorporation of the Company effective as of May 3,
     2001 (incorporated by reference to Exhibit 3(i) to the Company's Quarterly
     Report on Form 10-Q for the quarter ended March 30, 2001 (File No. 1-7182)
     ("2001 First Quarter 10-Q")).

4(b) By-Laws of the Company, effective as of April 27, 2001 (incorporated by
     reference to Exhibit 3(ii) to the Company's 2001 First Quarter 10-Q).

4(c) Form of Amended and Restated Rights  Agreement dated as of December 2, 1997
     between  the  Company  and   ChaseMellon   Shareholder   Services,   L.L.C.
     (incorporated  by reference to Exhibit 4 to Form 8-K dated December 2, 1997
     (File No. 1-7182)).

4(d) Certificate of Designation of the Company relating to the Company's Series
     A Junior Preferred Stock (incorporated by reference to Exhibit 3(i) to the
     2001 First Quarter 10-Q; specifically, those pages attached as Exhibit A to
     Exhibit 3(i)).

4(e) Certificate of Designation of the Company relating to the Company's 9%
     Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit
     3(i) to the 2001 First Quarter 10-Q; specifically, those pages attached as
     Exhibit B to Exhibit 3(i)).

4(f) Certificate of Designation of the Company relating to the Company's Special
     Voting Stock (incorporated by reference to Exhibit 3(i) to the 2001 First
     Quarter 10-Q; specifically, those pages attached as Exhibit C to Exhibit
     3(i)).

*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": 21196}]
{"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": "333-64676", "film-number": "1675750"}, "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 July 5, 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 jurisdiction               (I.R.S. Employer Identification No.)
of incorporation 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.
                        1986 Employee Stock Purchase Plan
                            (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 offering    Proposed maximum aggregate       Amount of
     to be registered                be registered             price per share            offering price(2)         registration fee
============================ ========================== =========================== ============================= ==================
Common Stock, par value

$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights) (1)                25,000,000 shares                $58.70                   $1,467,500,000              $366,875
============================ ========================== =========================== ============================= ==================
(1) Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock; value
attributable to such Rights, if any, is reflected in the market price of the
Common Stock.

     (2) Calculated in accordance with Rule 457(c), based on the average of the
high and low prices of the Common Stock reported in the consolidated reporting
system on June 29, 2001.

================================================================================
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 Report on Form 10-Q for
the quarter ended March 30, 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, and June 29, 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 and the Plan 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 hereunder shall
be deemed to be incorporated by reference herein 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 hereof to the extent that a statement
contained herein or in any other subsequently filed document that 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.

     The authorized capital stock of the Company consists of 3,000,000,000
shares of common stock, par value $1.33-1/3 per share ("Common Stock"), and
25,000,000 shares of preferred stock, par value $1.00 per share, issuable in
series ("Preferred Stock"). As of June 1, 2001, there were 836,407,747 shares of
Common Stock and 4,197,721 Exchangeable Shares outstanding. The Exchangeable
Shares are exchangeable at any time into Common Stock on a one-for-one basis and
entitle holders to dividend, voting and other rights equivalent to Common Stock.
The holders of shares of Common Stock are entitled to one vote for each share
held and each share of Common Stock is entitled to participate equally in
dividends out of funds legally available therefor, as and when declared by the
Board of Directors, and in the distribution of assets in the event of
liquidation. The shares of Common Stock have no preemptive or conversion rights,
redemption provisions or sinking fund provisions. The outstanding shares of
Common Stock are, and the shares offered hereby will be, duly and validly
issued, fully paid and nonassessable. Each share is eligible to participate
under the Rights Agreement referenced below and, to the extent specified
therein, to purchase certain securities upon the occurrence of certain events
specified in the Rights Agreement.

     The Board of Directors of the Company, without further action by
stockholders, has the authority to issue shares of Preferred Stock from time to
time in one or more series and to fix the powers (including voting power),
designations, preferences as to dividends and liquidation, and relative,
participating, optional, or other special rights and the qualifications,
limitations, or restrictions thereof. As of June 1, 2001, there were 17,000,000
Depositary Shares issued each representing a one-four hundredth interest in a
share of the Company's 9% Cumulative Preferred Stock, Series A (the "9%
Preferred Stock"). The 9% Preferred Stock is a single series consisting of
42,500 shares with an aggregate liquidation preference of $425,000,000. As of
June 1, 2001, there were 42,500 shares of 9% Preferred Stock outstanding. From
time to time, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") may
occasionally acquire a temporary position in the Depositary Shares. As of June
1, 2001, the Depositary Shares held by MLPF&S for the purpose of resale was not
material. The 9% Preferred Stock has dividend and liquidation preference over
the Common Stock and over the Series A Junior Preferred Stock issuable pursuant
to a Rights Agreement dated as of December 2, 1997 between the Company and
ChaseMellon Shareholder Services, L.L.C.

Item 5. Interests of Experts and Counsel.

     None.

                                        2
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.

4(a) Restated Certificate of Incorporation of the Company effective as of May 3,
     2001 (incorporated by reference to Exhibit 3(i) to the Company's Quarterly
     Report on Form 10-Q for the quarter ended March 30, 2001 (File No. 1-7182)
     ("2001 First Quarter 10-Q")).

4(b) By-Laws of the Company, effective as of April 27, 2001 (incorporated by
     reference to Exhibit 3(ii) to the Company's 2001 First Quarter 10-Q).

4(c) Form of Amended and Restated Rights  Agreement dated as of December 2, 1997
     between  the  Company  and   ChaseMellon   Shareholder   Services,   L.L.C.
     (incorporated  by reference to Exhibit 4 to Form 8-K dated December 2, 1997
     (File No. 1-7182)).
4(d) Certificate of Designation of the Company relating to the Company's Series
     A Junior Preferred Stock (incorporated by reference to Exhibit 3(i) to the
     2001 First Quarter 10-Q; specifically, those pages attached as Exhibit A to
     Exhibit 3(i)).

4(e) Certificate of Designation of the Company relating to the Company's 9%
     Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit
     3(i) to the 2001 First Quarter 10-Q; specifically, those pages attached as
     Exhibit B to Exhibit 3(i)).

4(f) Certificate of Designation of the Company relating to the Company's Special
     Voting Stock (incorporated by reference to Exhibit 3(i) to the 2001 First
     Quarter 10-Q; specifically, those pages attached as Exhibit C to Exhibit
     3(i)).

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 with or furnished to the SEC by the registrant pursuant
to Section 13 or 15(d) of the Exchange Act 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 Exchange Act, 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 SEC 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 a 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 5th day of
July, 2001.

                                        MERRILL LYNCH & CO., INC.

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

     Each person whose signature appears below appoints David H. Komansky,
Thomas H. Patrick and Stephen L. Hammerman individually as true and lawful
attorneys-in-fact and agents, with full power of substitution to sign any
amendments (including post-effective amendments) to this Registration Statement
and to each Registration Statement amended hereby, and to file the same, with
all exhibits and other related documents, with the Securities and Exchange
Commission, with full power and authority to perform any necessary or
appropriate act in connection with the amendment(s).

     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 5th day of July, 2001.

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

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

 /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                             Description

4(a) Restated Certificate of Incorporation of the Company effective as of May 3,
     2001 (incorporated by reference to Exhibit 3(i) to the Company's Quarterly
     Report on Form 10-Q for the quarter ended March 30, 2001 (File No. 1-7182)
     ("2001 First Quarter 10-Q")).

4(b) By-Laws of the Company, effective as of April 27, 2001 (incorporated by
     reference to Exhibit 3(ii) to the Company's 2001 First Quarter 10-Q).

4(c) Form of Amended and Restated Rights  Agreement dated as of December 2, 1997
     between  the  Company  and   ChaseMellon   Shareholder   Services,   L.L.C.
     (incorporated  by reference to Exhibit 4 to Form 8-K dated December 2, 1997
     (File No. 1-7182)).

4(d) Certificate of Designation of the Company relating to the Company's Series
     A Junior Preferred Stock (incorporated by reference to Exhibit 3(i) to the
     2001 First Quarter 10-Q; specifically, those pages attached as Exhibit A to
     Exhibit 3(i)).

4(e) Certificate of Designation of the Company relating to the Company's 9%
     Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit
     3(i) to the 2001 First Quarter 10-Q; specifically, those pages attached as
     Exhibit B to Exhibit 3(i)).

4(f) Certificate of Designation of the Company relating to the Company's Special
     Voting Stock (incorporated by reference to Exhibit 3(i) to the 2001 First
     Quarter 10-Q; specifically, those pages attached as Exhibit C to Exhibit
     3(i)).

*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.