FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FLEMING GREGORY J 		2. Issuer Name and Ticker or Trading Symbol

MERRILL LYNCH & CO., INC. [ MER ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President
(Last)          (First)          (Middle)

C/O MERRILL LYNCH & CO., INC., 4 WORLD FINANCIAL CENTER 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2008
(Street)

NEW YORK, NY 10080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/31/2008     A    121358   (1) A $0   784605   (2) D  
 
Common Stock   1/1/2009     D    784605   D $0   (3) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $55.59   1/1/2009     D        1187200      (4) 1/28/2018   Common Stock   1187200     (4) 0   D  
 
Stock Option (Right to Buy)   $59.85   1/1/2009     D        58809      (5) 1/26/2014   Common Stock   58809     (5) 0   D  
 
Stock Option (Right to Buy)   $36.07   1/1/2009     D        50392      (6) 1/27/2013   Common Stock   50392     (6) 0   D  
 
Stock Option (Right to Buy)   $53.75   1/1/2009     D        112848      (7) 1/28/2012   Common Stock   112848     (7) 0   D  
 
Stock Option (Right to Buy)   $77.56   1/1/2009     D        32748      (8) 1/23/2011   Common Stock   32748     (8) 0   D  
 

Explanation of Responses:
( 1)  The reporting person received 121,358 restricted shares under a performance-based plan established by the issuer in 2006 tied to a return on equity. Pursuant to the plan, these shares were converted at a ratio of 2.5 to 1 immediately prior to the merger between the issuer and a subsidiary of Bank of America Corporation ("BAC").
( 2)  This total reflects the acquisition of shares of issuer common stock as a result of contributions, allocations or dividend reinvestments through issuer plans which are exempt from the reporting requirements under the provisions of Rule 16a-3 and/or 16a-11.
( 3)  Disposed of pursuant to merger agreement between issuer and BAC in exchange for 0.8595 of a common share of BAC for each share of issuer common stock, as set forth in the merger agreement. The closing price of BAC common stock on December 31, 2008 was $14.08. These transactions are exempt under Rule 16b-3.
( 4)  These options, which provided for 100% vesting upon the completion of the merger between the issuer and a subsidiary of BAC, were assumed by BAC in the merger and replaced with options to purchase 1,020,397 shares of BAC common stock with an exercise price of $64.69 per share.
( 5)  These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 50,546 shares of BAC common stock with an exercise price of $69.64 per share.
( 6)  These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 43,311 shares of BAC common stock with an exercise price of $41.97 per share.
( 7)  These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 96,992 shares of BAC common stock with an exercise price of $62.54 per share.
( 8)  These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 28,146 shares of BAC common stock with an exercise price of $90.25 per share.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FLEMING GREGORY J
C/O MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080

President

Signatures
Gregory J. Fleming (By Pia K. Thompson, as agent) 1/5/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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