Prospectus exerpt:  The Trust Preferred Securities, each with a $25 liquidation amount, are referred to in this prospectus supplement as the “capital securities.” Each capital security represents an undivided beneficial interest in the assets of Merrill Lynch Capital Trust I, or the “trust,” which is a Delaware statutory trust. Merrill Lynch & Co., Inc. will own all of the common securities of the trust.

The only assets of the trust will be Income Capital Obligation NotesSM initially due December 15, 2066, issued by Merrill Lynch & Co., Inc., which we refer to in this prospectus supplement as the “ICONs,” and related proceeds. The trust will pay distributions on the capital securities only from the proceeds, if any, of interest payments on the ICONs. The ICONs are junior subordinated debt instruments and will bear interest from the date they are issued at the annual rate of 6.45% of their principal amount, payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year, beginning March 15, 2007. If we elect to extend the maturity date of the ICONs as described in this prospectus supplement, from and including December 15, 2066 the ICONs will bear interest at the Three-Month LIBOR Rate plus 132.7 basis points (1.327%) payable on March 15, June 15, September 15, and December 15 of each year, beginning March 15, 2067.

We may elect to defer interest payments on the ICONs as described in this prospectus supplement for up to ten consecutive years. If we do not pay interest on the ICONs, the trust will not make the corresponding distributions on the capital securities. We will guarantee payment of distributions on the capital securities only to the extent we make corresponding payments to the trust on the ICONs.

The ICONs will mature on December 15, 2066 unless we elect to extend the maturity date of the ICONs on either or both of the two dates specified in this prospectus supplement. Each such election would extend the maturity date of the ICONs an additional 10 years. If we make this election on both of these dates, the ICONs will mature on December 15, 2086 and if we make this election on only one of these dates, the ICONs will mature on December 15, 2076. We may redeem the ICONs on or after December 15, 2011 and prior to that date upon the occurrence of the events specified in this prospectus supplement at 100% of their principal amount plus accrued and unpaid interest. In addition, we may redeem the ICONs prior to December 15, 2011 even if none of those specified events occur at the redemption price described in this prospectus supplement. To the extent we redeem the ICONs, the trust must redeem a corresponding amount of the capital securities and common securities.