~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT PURSUANT~~of TOReport ~~SECTION 13 OR 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT OF 1934~~reported): May 19, 2011

~~Date~~Merrill ofLynch ~~Report~~& ~~(Date of earliest event reported): November 8~~Co., ~~2010~~Inc.

~~Merrill~~(Exact ~~Lynch~~name &of ~~Co.,~~registrant ~~Inc.~~ as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware
(State or Other Jurisdiction of Incorporation)	1-7182 (Commission File Number)	13-2740599 (IRS Employer Identification No.)

Delaware		1-7182		13-2740599
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)


Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina (Address of principal executive offices)		28255 (Zip Code)

~~Bank~~(704) 386-5681 (Registrant’s oftelephone ~~America Corporate Center 100 North Tryon Street Charlotte~~number, ~~North~~including ~~Carolina~~area ~~(Address of principal executive offices~~code) ~~28255 (Zip Code)~~

~~(704) 386-5681~~Not Applicable (~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy ~~the~~ the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~Item 1.01 OF— ~~CONTENTS~~Entry into a Material Definitive Agreement.

	Item 1.01 — Entry into a Material Definitive Agreement.
	Item 2.01 — Completion of Acquisition or Disposition of Assets.
	Item 9.01 — Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Exhibit 1.1

On May 19, 2011, Merrill Lynch & Co., Inc. (the “Company”), Merrill Lynch Group, Inc., a direct wholly-owned subsidiary of the Company (“Merrill Lynch Group”), and BlackRock, Inc. (“BlackRock”) entered into a Stock Repurchase Agreement, dated as of May 19, 2011 (the “Repurchase Agreement”). In accordance with the terms of the Repurchase Agreement, Merrill Lynch Group has agreed to sell to BlackRock and BlackRock has agreed to repurchase 13,562,878 shares of Series B non-voting convertible participating preferred stock, par value $0.01 per share, of BlackRock (the “Series B Preferred Stock”), for a purchase price of $187.65 per share (the “Repurchase Transaction”). The Repurchase Transaction is currently expected to close on June 1, 2011, subject to customary closing conditions (the “Closing Date”). The Repurchase Agreement contains customary representations and warranties on the part of parties thereto and other customary terms.

~~Table~~On the Closing Date, Merrill Lynch Group is expected to receive proceeds of ~~Contents~~approximately $2.5 billion resulting in a pre-tax gain of approximately $375 million from the sale of the Series B Preferred Stock.

~~Item~~At March 131, 2011, the Series B Preferred Stock owned by Merrill Lynch Group represented an approximately 7% economic interest in BlackRock.01 —Upon ~~Entry~~completion ~~into~~of athe ~~Material~~Repurchase ~~Definitive~~Transaction, ~~Agreement~~Merrill Lynch Group will cease to own any remaining shares of the Series B Preferred Stock.

OnThe ~~November 8,~~foregoing ~~2010,~~description Merrill Lynch Group, Inc. (“Merrill Lynch Group”) entered into an underwriting agreement, dated November 8, 2010 (the “Underwriting Agreement”), by and among BlackRock, Inc. (“BlackRock”), Merrill Lynch Group, PNC Bancorp, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and Morgan Stanley & Co. Incorporated, as representatives of ~~underwriters named therein (~~the ~~“Underwriters”).~~Repurchase ~~Pursuant to the Underwriting~~ Agreement, ~~Merrill~~does ~~Lynch~~not ~~Group agreed~~purport to ~~sell~~be tocomplete ~~the~~and ~~Underwriters 43,575,758 shares (the “Initial Shares”) of the common stock,~~is ~~par~~qualified ~~value $0.01 per share, of BlackRock (the “Common Stock”), at a public offering price of $163.00 per share (the “Public Offering Price”),~~ in aits ~~registered~~entirety ~~underwritten~~by ~~public~~reference offering (the “Underwritten Offering”). The Initial Shares include 41,245,676 shares of Common Stock issuable upon the automatic conversion of an equal number of shares of Series B Convertible Participating Preferred Stock, par value $0.01 per share, of BlackRock (the “Series B Preferred Stock”), as a result of the sale to the ~~Underwriters.~~full ~~Merrill~~text ~~Lynch Group and MLPF&S are each direct wholly-owned subsidiaries~~ of ~~Merrill Lynch & Co., Inc. (“ML&Co.” or~~ the ~~“Company”).~~Repurchase ~~In addition, pursuant to the Underwriting~~ Agreement, ~~Merrill~~which ~~Lynch~~is ~~Group granted to the Underwriters a 30-day~~filed ~~option~~as ~~(the “Option”) to purchase up to an additional 5,207,376 shares of Common Stock (the “Option Shares”) issuable upon the conversion of an equal number of shares of Series~~Exhibit ~~B Preferred Stock, at the Public Offering Price, to cover overallotments~~1.1 ~~On November 9~~hereto, ~~2010, the Underwriters exercised the Option in full. ML&Co., as the direct parent company of Merrill Lynch Group, shares with Merrill Lynch Group~~ and ~~Bank~~is ofincorporated ~~America~~herein ~~Corporation, the ultimate parent company of Merrill Lynch Group, beneficial ownership of the shares of capital stock of BlackRock held directly~~ by ~~Merrill~~ ~~Lynch Group~~reference.

~~The~~Forward ~~terms~~Looking ~~of the Underwritten Offering are described in the prospectus dated September 13, 2010~~Statements ~~filed by BlackRock constituting a part of BlackRock’s Registration Statement on Form S-3, Registration No. 333-169328, as supplemented by a Prospectus Supplement dated November 10, 2010.~~

~~Pursuant~~Certain tostatements in this Current Report on Form 8-K are forward-looking statements within the meaning ~~Underwriting~~of ~~Agreement,~~the ~~Merrill~~Private ~~Lynch~~Securities ~~Group~~Litigation ~~agreed,~~Reform ~~subject~~Act of 1995 with respect to ~~certain~~future ~~limited~~events, ~~exceptions~~including the completion of the Repurchase Transaction, ~~not~~the Closing Date and the proceeds and pre-tax gain expected to ~~sell~~result orfrom ~~transfer~~the ~~any~~Repurchase ~~Common~~Transaction. ~~Stock~~These orstatements ~~securities~~are ~~convertible~~not guarantees ~~into~~and involve certain risks, oruncertainties and assumptions that are difficult to predict ~~exchangeable~~and ~~for,~~often ~~exercisable~~are ~~for~~beyond the Company’s control. Actual outcomes and results may differ materially from those expressed in, or ~~repayable~~implied ~~with~~by, the ~~Common~~forward-looking ~~Stock,~~statements. ~~for~~You ~~90 days,~~should ~~without~~not place undue ~~obtaining~~reliance on any forward-looking statement and should consider the ~~prior~~following ~~written~~uncertainties ~~consent~~and risks: the closing of ~~MLPF&S.~~the ~~The~~Repurchase ~~Underwriting~~Transaction, ~~Agreement~~including ~~contains~~the satisfaction of the customary ~~representations~~closing ~~and~~conditions. ~~warranties~~Forward-looking onstatements ~~the~~speak ~~part~~only as of ~~Merrill~~the ~~Lynch~~date ~~Group~~they are made, asand athe Company ~~selling~~undertakes ~~stockholder,~~no asobligation to update any forward-looking statement to reflect the impact of ~~well~~circumstances asor ~~customary~~events ~~indemnification~~that ~~and~~arise ~~contribution~~after ~~provisions~~the date the forward-looking statement was made.

~~As more fully described in~~ Item 29.01 ~~below,~~— onFinancial ~~November 15,~~Statements ~~2010, the sale of the Initial Shares~~ and ~~the Option Shares pursuant to the Underwriting Agreement was completed~~Exhibits.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit(d) 1Exhibits.~~1 hereto, and is incorporated herein by reference.~~

2The following exhibit is filed herewith:


EXHIBIT NO.		DESCRIPTION OF EXHIBIT
	1.1	Stock Repurchase Agreement, dated as of May 19, 2011, by and among Merrill Lynch & Co., Inc., Merrill Lynch Group, Inc. and BlackRock, Inc.

~~Item 2.01 — Completion of Acquisition or Disposition of Assets.~~SIGNATURES

On Pursuant ~~November 15,~~to ~~2010, Merrill Lynch Group completed~~ the ~~sale~~requirements of the ~~Initial~~Securities ~~Shares~~Exchange ~~and~~Act ~~the~~of ~~Option Shares~~1934, to the ~~Underwriters~~registrant ~~pursuant~~has toduly caused ~~the~~this ~~Underwriting~~report ~~Agreement. The net proceeds~~ to ~~Merrill~~be ~~Lynch~~signed ~~Group~~on ~~from~~its ~~the~~behalf ~~sale~~by of the ~~Initial~~undersigned ~~Shares~~hereunto ~~and~~duly ~~the Option Shares, after underwriting discounts and before offering expenses payable by Merrill Lynch Group, were approximately $7~~authorized.8 ~~billion.~~

InMERRILL ~~addition,~~LYNCH on& ~~November 15~~CO., ~~2010,~~INC. ~~concurrently~~By: ~~with~~/S/ ~~the~~PETER closing of the Underwritten Offering, Merrill Lynch Group completed the sale of 2,453,988 shares of Common Stock of BlackRock issuable upon the automatic conversion of an equal number of shares of Series B Preferred Stock (the “Direct Placement Shares”) to an institutional investor at the Public Offering Price in a direct placement registered under the Securities Act of 1933 (the “Direct Placement Offering”)D. ~~The~~TAUBE ~~net~~Peter ~~proceeds to Merrill Lynch Group from the sale of the Direct Placement Shares, before offering expenses payable by Merrill Lynch Group, were approximately $400 million~~D. ~~The~~Taube ~~placement~~Chief ~~agents~~Accounting ~~for~~Officer ~~the~~and ~~Direct Placement Offering received no fees or commissions in connection therewith.~~ Controller

AtDate: ~~September 30, 2010, the BlackRock Common Stock and Series B Preferred Stock owned by Merrill~~May ~~Lynch Group represented in the aggregate an approximately 34% economic interest in BlackRock. On the date hereof~~19, ~~after the sale of the Initial Shares, the Option Shares and the Direct Placement~~2011 ~~Shares, Merrill Lynch Group does not own any shares of BlackRock Common Stock and owns shares of BlackRock Series B Preferred Stock representing a 7.1% economic interest in BlackRock.~~

~~The~~INDEX ~~information~~TO ~~provided by Item 1.01 of this Current Report on Form 8-K is hereby incorporated~~EXHIBITS ~~into this Item 2.01 by reference.~~

Item 9.01 — Financial Statements and Exhibits.


EXHIBIT NO.		DESCRIPTION OF EXHIBIT
	1.1	Stock Repurchase Agreement, dated as of May 19, 2011, by and among Merrill Lynch & Co., Inc., Merrill Lynch Group, Inc. and BlackRock, Inc.

(b) Pro Forma Financial Statements.

The following provides the unaudited pro-forma financial statement impacts to ML&Co. and its subsidiaries (“Merrill Lynch”) as a result of the completion of the sales of the Initial Shares, the Option Shares and the Direct Placement Shares, which represent the sale of a portion of Merrill Lynch’s economic interest in BlackRock.

The unaudited proforma impacts to these financial statements reflect both the partial sale of Merrill Lynch’s investment in BlackRock and a change in Merrill Lynch’s method of accounting for its investment in BlackRock. Prior to the sales of the Initial Shares, the Option Shares and the Direct Placement Shares, Merrill Lynch had accounted for its investment in BlackRock under the equity method. As of the result of the sales and the loss of Merrill Lynch’s ability to exercise significant influence due to the reduction of Merrill Lynch’s economic interest in BlackRock from approximately 34% to approximately 7%, Merrill Lynch will account for the remaining investment under the cost method.

Assuming the sales of the Initial Shares, the Option Shares and the Direct Placement Shares were completed on September 30, 2010, the pro-forma impacts to Merrill Lynch’s Condensed Consolidated Balance Sheet as of September 30, 2010 would reflect an increase in “Cash and

cash equivalents” of $8,276 million, a decrease in “Investment securities” of $8,061 million, an increase in “Other Assets” of $538 million, and an increase in “Stockholders’ Equity” of $753 million. Such amounts reflect the receipt of net proceeds from the sales of the Initial Shares, the Option Shares and the Direct Placement Shares, the de-recognition of the carrying value related to the sales of the Initial Shares, the Option Shares and the Direct Placement Shares representing a portion of Merrill Lynch’s economic interest in BlackRock (which included $63 million recorded within Accumulated Other Comprehensive Income, a component of Stockholders’ Equity), the de-recognition of relevant deferred tax liabilities, and the estimated after-tax gain from the sales of the Initial Shares, the Option Shares and the Direct Placement Shares of $690 million.

Assuming the sales of the Initial Shares, the Option Shares and the Direct Placement Shares were completed on January 1, 2009, the pro forma impacts to Merrill Lynch’s Condensed Consolidated Statement of Earnings for the year ended December 31, 2009 would have reflected a decrease in “Earnings from equity method investments” of $1,576 million, an increase in “Interest and dividend revenues” of $42 million, a decrease in “Income tax expense” of $545 million, and a decrease in “Net earnings” of $989 million. The pro forma impacts to Merrill Lynch’s Condensed Consolidated Statement of Earnings for the nine months ended September 30, 2010 would have reflected a decrease in “Earnings from equity method investments” of $456 million, an increase in “Interest and dividend revenues” of $41 million, a decrease in “Income tax expense” of $73 million, and a decrease in “Net earnings” of $342 million. In both periods, these amounts reflect the removal of the earnings associated with the portion of the economic interest in BlackRock that was sold in the transaction, net of the resulting change to income tax expense.

The unaudited pro forma impacts to Merrill Lynch’s Condensed Consolidated Statement of Earnings referred to above do not consider the potential impact on earnings of the reinvestment of the net proceeds referred to above, or the impact of the estimated after-tax gain on the transaction.

As noted above, the unaudited pro forma impacts to Merrill Lynch’s Condensed Consolidated Statements of Earnings for the year ended December 31, 2009 and for the nine months ended September 30, 2010 give effect to the sales of the Initial Shares, the Option Shares and the Direct Placement Shares as if the sales had occurred on January 1, 2009. The unaudited pro forma impacts to the Condensed Consolidated Balance Sheet as of September 30, 2010 give effect to the sales as if the sales had occurred as of that date. The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments discussed herein. Merrill Lynch’s management believes that the assumptions used and adjustments made are reasonable. The unaudited pro forma impacts to Merrill Lynch’s consolidated financial statements are for illustrative and informational purposes only and are not intended to represent, or be indicative of, what Merrill Lynch’s consolidated results of operations or financial position would have been had the sales of the Initial Shares, the Option Shares and the Direct Placement Shares occurred on the dates indicated. Further, the unaudited pro forma impacts to Merrill Lynch’s consolidated financial statements should not be considered representative of Merrill Lynch’s future consolidated financial position or results of operations.

The unaudited pro forma information presented above should be read in conjunction with:

	•		Merrill Lynch’s Annual Report on Form 10-K for the year ended December 31, 2009; and
	•		Merrill Lynch’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2010, June 30, 2010 and March 31, 2010.

(d) Exhibits.

The following exhibit is filed herewith:

EXHIBIT NO.		DESCRIPTION OF EXHIBIT
1.1		Underwriting Agreement, dated November 8, 2010, by and among BlackRock, Inc., Merrill Lynch Group, Inc., PNC Bancorp, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives of underwriters named therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERRILL LYNCH & CO., INC. By: /s/ PETER D. TAUBE Peter D. Taube Chief Accounting Officer and Controller

Date: November 15, 2010

INDEX TO EXHIBITS

EXHIBIT NO.		DESCRIPTION OF EXHIBIT
1.1		Underwriting Agreement, dated November 8, 2010, by and among BlackRock, Inc., Merrill Lynch Group, Inc., PNC Bancorp, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives of underwriters named therein.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · MERRILL LYNCH & CO., INC.