- 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 * BERKERY ROSEMARY T	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) EVP & General Counsel
(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	583864   (2)	D
Common Stock	1/1/2009		D		583864	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			593600	(4)	1/28/2018	Common Stock	593600	(4)	0	D
Stock Option (Right to Buy)	$59.85	1/1/2009		D			46557	(5)	1/26/2014	Common Stock	46557	(5)	0	D
Stock Option (Right to Buy)	$36.07	1/1/2009		D			83984	(6)	1/27/2013	Common Stock	83984	(6)	0	D
Stock Option (Right to Buy)	$53.75	1/1/2009		D			90179	(7)	1/28/2012	Common Stock	90179	(7)	0	D
Stock Option (Right to Buy)	$77.56	1/1/2009		D			54150	(8)	1/23/2011	Common Stock	54150	(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 510,197 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 40,015 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 72,184 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 77,508 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 46,541 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
BERKERY ROSEMARY T C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080			EVP & General Counsel

Signatures
Rosemary T. Berkery (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).
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