SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      August 9, 2005

     Mail Stop 4561
E. Stanley O`Neal
Chairman and Chief Executive Officer
Merrill Lynch and Co., Inc.
4 World Financial Center
New York, NY 10080

      Re:	Merrill Lynch and Co., Inc.
		Form 10-K for the period ended December 31, 2004
		File No. 1-7182

Dear Mr. O`Neal:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  In some of our comments, we may ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Notes to Consolidated Financial Statements

Note 1- Summary of Significant Accounting Policies

Trading Assets and Liabilities, page 56

1. You state that unrealized gains at the inception of OTC
derivative
contracts are not recognized unless the valuation model
incorporates
significant observable market inputs.  Please provide us with the
following information:

* Describe your accounting policy for recognition of unrealized
losses at the inception of the contracts;

* Describe your accounting policy for recognition of previously
unrecognized gains and losses subsequent to inception.  Tell us
whether these gains and losses are ever recognized and if so,
describe the conditions for recognition; and

* Separately quantify unrecognized gains and losses at the
inception
of the contracts and recognized gains and losses subsequent to
inception during each period presented.

Derivatives Entered Into in a Non-Dealing Capacity, page 60

2. You state that you report changes in the fair value of
derivatives
that are economically used to hedge non-trading assets and
liabilities in current earnings as either principal transactions
revenues, other revenues or expenses, or interest revenues or
expenses, depending on the nature of the transaction.  Please
provide
us with following information:

* Describe the nature of transactions resulting in the reporting
of
changes in the fair values of derivatives used to economically
hedge
non-trading assets and liabilities in principal transaction
revenues.
You state on page 58 that principal transactions revenues include
realized and unrealized losses on trading assets and liabilities.

* Describe the nature of transactions resulting in the reporting
of
changes in fair values of derivatives used to economically hedge
non-
trading assets and liabilities in interest revenues or expenses.
Please cite your specific accounting guidance for including the
changes in fair value of economic derivatives in interest revenues
or
expenses.

3. We note that you use foreign exchange contracts to economically
hedge foreign-denominated assets and liabilities that are
translated
at the spot rate.  We also note that you record the fair value
associated with the difference between the spot translation rate
and
contracted forward rate in interest expense because you consider
this
difference to relate to the time value of money.  Please provide
us
with the following information:

* Cite your specific accounting guidance for separating out the
change in value of the contract due to the difference between the
spot and forward rate from the total change in value.

* Tell us whether the above policy results from a recent change in
your income statement classification policies.  If so, explain why
you believe that

separating out the change in value of the contract associated with
time value is preferable.

4. Please quantify for us the impact of your derivatives activity
on
gross interest income, gross interest expense and principal
transaction revenues for each period presented.  Separately
quantify
the impact of economic derivatives from the impact of derivatives
that qualify for hedge accounting under SFAS 133.

Note 11- Commitments, Contingencies and Guarantees, page 83

5. We note your disclosure that you accrue a liability related to
outstanding litigation when resolution of cases is both estimable
and
probable.  Please explain how your policy is consistent with SFAS
5,
which states that an estimated loss should be accrued when
information prior to the issuance of the financial statements
indicates that it is probable that a liability has been incurred
at
the date of the financial statements and the amount of the loss
can
be reasonably estimated.  We would expect that a liability could
be
incurred prior to probable resolution.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Sharon Johnson, Staff Accountant, at (202) 551-
3474
or me at (202) 551-3490 if you have questions.

      Sincerely,

      Don Walker
								Senior Assistant Chief
Accountant

??

??

??

??

E. Stanley O'Neal
Merrill Lynch and Co., Inc.
August 9, 2005
Page 1

</TEXT>
</DOCUMENT>