- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * ROSSOTTI CHARLES O	2. Issuer Name and Ticker or Trading Symbol MERRILL LYNCH & CO., INC. [ MER ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O MERRILL LYNCH & CO., INC., 4 WORLD FINANCIAL CENTER	3. Date of Earliest Transaction (MM/DD/YYYY) 1/1/2009
(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	1/1/2009		D		4500	D	$0   (1)	0	D
Common Stock	1/1/2009		D		18173   (2)	D	$24.08   (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
ML Stock Units   (4)	(5)	1/1/2009		D			7220   (2)	(4)	(4)	Common Stock	7220	$12.22   (6)	0	D
Stock Option (Right to Buy)	$50.51	1/1/2009		D			2512	4/1/2005	10/1/2014	Common Stock	2512	$0   (7)	0	D

Explanation of Responses:
( 1)	Disposed of pursuant to merger agreement between issuer and Bank of America Corporation ("BAC") in exchange for 0.8595 of a 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. This transaction is exempt under Rule 16b-3.
( 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)	These Deferred Stock Units (the "DSUs"), which were granted to the reporting person pursuant to the terms of the Merrill Lynch & Co., Inc. Deferred Stock Unit And Stock Option Plan for Non-Employee Directors, as amended, and the Merrill Lynch & Co., Inc. Deferred Stock Unit Plan for Non-Employee Directors (together, the "Plans"), were disposed of pursuant to the terms of the Plans which require that, upon a change in control, the DSUs must be liquidated for a cash amount determined pursuant to a formula set forth in the relevant Plan. This transaction is exempt under Rule 16b-3.
( 4)	The reporting person participated in the Merrill Lynch & Co., Inc. Fee Deferral Plan for Non-Employee Directors (the "Fee Deferral Plan"), under which these ML Stock Units were credited. The value of each unit was equal to the value of one share of issuer's common stock. ML Stock Units are payable in cash at the end of the deferral period as provided for in the Fee Deferral Plan.
( 5)	1 for 1
( 6)	Pursuant to the reporting person's elections under the Fee Deferral Plan, these ML Stock Units were liquidated for a cash amount determined pursuant to a formula set forth in the Fee Deferral Plan upon the reporting person's retirement as a director, which was effective at the time of the merger between issuer and BAC. This transaction is exempt under Rule 16b-3.
( 7)	These Stock Options, which were granted to the reporting person pursuant to the terms of the Merrill Lynch & Co., Inc. Deferred Stock Unit And Stock Option Plan for Non-Employee Directors, as amended, (the "Plan"), were disposed of pursuant to the terms of the Plan which require that, upon a change in control, the Stock Options must be liquidated for a cash amount determined pursuant to a formula set forth in the Plan. This transaction is exempt under Rule 16b-3.

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
ROSSOTTI CHARLES O C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080	X

Signatures
Charles O. Rossotti (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.