Company Name: Merrill Lynch & Co., Inc.
Public Availability Date: February 11, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 20, 2007

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Securities Exchange Act of 1934Rule 14a-8 Shareholder Proposal Submitted by Jeffrey L. Doppelt

Ladies and Gentlemen:

On behalf of Merrill Lynch & Co., Inc., a Delaware corporation ("Merrill Lynch" or the "Company"), and in accordance with Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are filing this letter with respect to the shareholder proposal and supporting statement (together, the "Proposal") attached as Exhibit 1 hereto that Merrill Lynch received from Jeffrey L. Doppelt for inclusion by Merrill Lynch in the proxy materials (the "2008 Proxy Materials") the Company intends to distribute in connection with its 2008 annual meeting of shareholders (the "2008 Annual Meeting"). The Proposal was sent to Merrill Lynch under cover of a letter dated November 9, 2007 which is also attached as part of Exhibit 1 hereto.

The Proposal

The Proposal states "that the Merrill Lynch stockholders assembled at the Annual Meeting in person and by proxy, hereby request the Board of Directors adopt a structured policy that will enable investors to share equally in our company's profitability and growth by granting the stockholders of Merrill Lynch rights to cash dividends, stock dividends and special distributions, enabling them to share equally in the company's net earnings." The Proposal further specifies, in its supporting statement, the actual calculations applicable to such proposed dividends and distributions. We note that the rules promulgated under the Exchange Act provide that, for purposes of exclusion under Rule 14a-8, the resolution and supporting statement included in a shareholder proposal should be read together. Rule 14a-8(a) states, "Unless otherwise indicated, the word "proposal" as used in this section refers both to your proposal, and to your corresponding statement in support of your proposal (if any)."

Merrill Lynch intends to omit the Proposal from the 2008 Proxy Materials pursuant to the following provisions of Rule 14a-8 promulgated under the Exchange Act:

Rule 14a-8(i)(13), because the Proposal relates to specific amounts of dividends; and

Rule 14a-8(i)(1), because the Proposal is improper under state law.

We respectfully request the concurrence of the Staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") that it will not recommend any enforcement action if Merrill Lynch omits the Proposal from the 2008 Proxy Materials.

The reasons that the Proposal may be properly omitted from the 2008 Proxy Materials are discussed below. The factual information regarding Merrill Lynch and its business in such discussion has been provided to us by Merrill Lynch.

The Proposal Relates to Specific Amounts of Dividends

Rule 14a-8(i)(13) provides that a company may omit a shareholder proposal from its proxy materials "if the proposal relates to specific amounts of cash or stock dividends." The Staff historically has not permitted the exclusion of proposals that relate only to dividend policy generally but do not include any specific formula relating to the amount of dividends to be paid (see, e.g., Exxon Mobil Corporation (avail. March 19, 2007), in which a shareholder proposal requested that the board of directors provide a "more equal ratio of dollars paid to repurchase stock relative to the dollars paid in dividends" without mandating that a specific amount of dividends be paid). However, the Staff consistently has permitted the exclusion of proposals, such as the Proposal, that request specific amounts of dividends to be paid.

The Proposal requires Merrill Lynch's board of directors (the "Board of Directors") "to adopt a structured policy... granting the stockholders of Merrill Lynch rights to cash dividends, stock dividends and special distributions," and further provides the calculations for the specific amounts of dividends to be paid:

"The Board of Directors should make payments to the shareholders as follows:

50% of all diluted earnings per share up to $7.00 (if the current cash dividend remains at $1.40, this would require additional payment of $2.10 per share);

Diluted earnings per share in excess of $7.00, at the Board's discretion;

Additional payment(s) made annually but no later than February of the following year;

Prior years' losses or excess payments shall not be considered in this calculation;

This policy shall be effective for the 2008 to 2012 calendar years;

During this 5 year period, should the stock's closing price, including all prior distributions, equal or exceed $100 per share, then the Board can discontinue this policy."

The Proposal, on its face, requires Merrill Lynch to distribute specific amounts of dividends and is therefore excludable under Rule 14a-8(i)(13).

The Staff has, on several occasions, permitted the exclusion of proposals in which the resolution sought to "increase the dividend payout ratio" and the supporting statement specified that the company should "increas[e] the dividends yearly by a rate of at least 10%." See Monsanto Company (avail. January 25, 1988); Winn-Dixie Stores, Inc. (avail. August 25, 1987); Brown Group, Inc. (avail. May 1, 1987); Exxon Corporation (avail. February 2, 1987); Minnesota Mining and Manufacturing Company (avail. February 2, 1987); Sears, Roebuck and Co. (avail. February 2, 1987); Wisconsin Energy Corporation (February 2, 1987). In connection with each of these proposals, the Staff stated, "Since the subject proposal and supporting statement purport to establish a formula for dividend payments, it is our view that the proposal relates to a specific amount of dividends and is, therefore, exludable under paragraph (c)(13) of Rule 14a-8 [predecessor to Rule 14a-8(i)(13)]." Similarly, the Staff has permitted the exclusion of several additional proposals, relying on the same rationale, in which the resolution sought to "increase the dividend payout ratio" and the supporting statement specified that the company should "increas[e] the dividends yearly by a rate that will attempt [to] keep the yield at least at 4.5% - 5%." See H. J. Heinz Company (avail. May 6, 1987); Gerber Products Co. (avail. April 10, 1987); Federated Department Stores, Inc. (avail. April 1, 1987); Whirlpool Corporation (avail. February 2, 1987).

Further, the Staff has permitted the exclusion of numerous shareholder proposals as relating to specific amounts of dividends when such proposals enumerated a formula for dividend payments based on a percentage of earnings or net income. See Computer Sciences Corporation (avail. March 30, 2006) (proposal requesting that the company pay an annual dividend which shall be no less than 50% of the earnings for the year may be excluded); Cisco Systems Inc. (avail. September 9, 2005) (proposal requesting the board to consider asking the shareholders to vote regarding an annual dividend of $.60 per share, paid quarterly, may be excluded); Cytyc Corp. (avail. Feb. 23, 2004) (proposal seeking a dividend of not less than 30% of the company's real net income before any awards are made to senior management may be excluded); People's Ohio Financial Corp. (avail. August 11, 2003) (proposal asking the company to pay 66% of net earnings to stockholders in an annual cash dividend may be excluded).

The Proposal requests that the Board of Directors make dividend payments in the amount of 50% of all diluted earnings per share up to $7.00 for the next five years. As a result, the Proposal clearly applies a specific formula for dividends based on a percentage of annual earnings. Moreover, the fact that the Proposal is cast as a request is of no consequence for purposes of this analysis. Whether a proposal relating to specific amounts of cash or stock dividends is cast in mandatory or precatory form has no bearing on whether such proposal is excludable under Rule 14a-8(i)(13). See Monsanto Company (proposal recommending that the directors consider increasing the dividend payout ratio may be excluded (emphasis added)); Minnesota Mining and Manufacturing Company; Wisconsin Energy Corporation; Winn-Dixie Stores, Inc. (stating same). See also Cisco Systems Inc. (proposal requesting the board to consider asking the shareholders to vote regarding an annual dividend of $.60 per share, paid quarterly, may be excluded (emphasis added)); Duke Energy Corporation (avail. January 9, 2002) (proposal that shareholders ask the Board to distribute earnings more equitably may be excluded (emphasis added)).

For the foregoing reasons, we believe that the Proposal is excludable from the 2008 Proxy Materials under Rule 14a-8(i)(13) because it relates to specific amounts of dividends.

The Proposal is Improper under State Law

Rule 14a-8(i)(1) permits a company to omit a shareholder proposal "if the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization." Merrill Lynch is a corporation organized under the laws of the State of Delaware and, as such, is subject to the laws of that State.

The Commission has, in the past, provided guidance on the application of the exclusion for matters that are improper under state law. In Exchange Act Release No. 34-12999 (November 22, 1976) (the "1976 Release"), the Commission stated that "mandatory dividend proposals would continue to be excludable under subparagraph (c)(1) of the revised rule [the predecessor to Rule 14a-8(i)(1)], to the extent that they would intrude on the board's exclusive discretionary authority under the applicable state law to make decisions on dividends."

Because the Proposal enumerates specific dividend amounts to be declared by Merrill Lynch's Board of Directors for the years 2008 to 2012 and specifies the only conditions under which the Board of Directors would be able to discontinue the payment of those dividend amounts during that period, we believe the Proposal constitutes a "mandatory dividend proposal" and therefore falls within the guidance for exclusion promulgated in the 1976 Release. By its terms, the Proposal would be binding on the Board of Directors for five years, subject to discontinuation only upon the closing price of Merrill Lynch's common stock equaling or exceeding $100 per share, a metric that falls outside the control of the Board of Directors. On the date the Proposal was submitted to Merrill Lynch, the closing price of the Company's common stock on the New York Stock Exchange was $53.27.

Furthermore, the Proposal also would intrude on the Board of Director's discretionary authority under Delaware law to make decisions on dividends. The 1976 Release states:

"It is the Commission's understanding that the laws of most states do not, for the most part, explicitly indicate those matters which are proper for security holders to act upon but instead provide only that the business and affairs of every corporation organized under this law shall be managed by its board of directors, or words to that effect. Under such a statute, the board may be considered to have exclusive discretion in corporate matters, absent a specific provision to the contrary in the statute itself, or the corporation's charter or bylaws. Accordingly, proposals by security holders that mandate or direct the board to take certain action may constitute an unlawful intrusion on the board's discretionary authority under the typical statute."

Section 141(a) of the Delaware General Corporation Law (the "DGCL") provides that "The business and affairs of every corporation organized under this chapter [i.e. the DGCL] shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation." There are no provisions of the DGCL or the Company's certificate of incorporation or bylaws that grant stockholders the right to make decisions with respect to dividends. Further, Section 170 of the DGCL explicitly grants the Board of Directors the authority to declare and pay dividends, subject to the requirement that such dividends be paid out of surplus or net profits.

In addition, Delaware courts have stated that the authority to declare and pay dividends lies within the business judgment of the board of directors and that shareholders cannot compel directors to pay dividends absent fraud or gross abuse of discretion by the board of directors. See, e.g., Gabelli & Co. v. Ligget Group, 479 A.2d 276 (Del. 1984) (noting in connection with a shareholder action to compel the declaration and payment of a dividend by the board of directors that "it is settled law in [Delaware] that the declaration and payment of a dividend rests in the discretion of the corporation's board of directors in the exercise of its business judgment"); Leibert v. Grinnell Corp., 194 A.2d 846 (Del. Ch. 1963) (noting in connection with a shareholder action to compel the distribution to stockholders of all earnings received by the corporation from securities it held that the decision of the board of directors not to pay dividends is shielded by the business judgment rule); Treves v. Menzies, 142 A.2d 520 (Del. Ch. 1958) (noting in connection with a shareholder action to compel a corporation to pay accrued and unpaid cumulative dividends on the corporation's preferred stock that "as to when such dividends are to be paid obviously rests in the honest discretion of the directors").

For the foregoing reasons, we believe that the Proposal is excludable from the 2008 Proxy Materials under Rule 14a-8(i)(1) because it is improper under state law.

Conclusion

Based on the foregoing, Merrill Lynch intends to omit the Proposal from the 2008 Proxy Materials for the 2008 Annual Meeting. We respectfully request that the Staff confirm that the Proposal may be omitted from such proxy materials.

Should you have any questions or would like any additional information regarding the foregoing, please do not hesitate to contact the undersigned at (212) 848-7257. Thank you for your attention to this matter.

Pursuant to Rule 14a-8(j), we are enclosing herewith six copies of this letter and the attachments hereto (including the Proposal as well as the legal opinion of Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel, attached as Exhibit 2 hereto), and a copy of this letter, with attachments, is being sent simultaneously to Jeffrey L. Doppelt as notification of Merrill Lynch's intention to omit the Proposal from its 2008 Proxy Materials. Merrill Lynch expects to file its definitive proxy materials with the Commission on or about March 14, 2008. Pursuant to Rule 14a-8(j), this letter is being filed with the Commission no later than 80 days before Merrill Lynch files its definitive 2008 Proxy Materials. Please file-stamp the enclosed copy of this letter and return it to me in the enclosed self-addressed postage-paid envelope.

Very truly yours,

\s\

Christa A. D'Alimonte

Attachment

cc w/ att: Jeffrey L. Doppelt
Richard Alsop, Merrill Lynch & Co., Inc.
John J. Madden, Shearman & Sterling LLP

[INQUIRY LETTER]

January 18, 2008

Via Federal Express

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Ladies and Gentlemen:

We are in receipt of the attached letter, dated January 11, 2008, from Mr. Andrew T. Cupit to the Division of Corporation Finance.

Mr. Cupit's January 11\th/ letter references our letter to the Division of Corporation Finance, dated December 20, 2007, requesting the Staff's confirmation that a shareholder proposal and supporting statement submitted to Merrill Lynch & Co., Inc. ("Merrill Lynch") on behalf of Mr. Jeffrey L. Doppelt for inclusion in Merrill Lynch's proxy materials for its 2008 annual meeting of shareholders may be omitted from such proxy materials for the reasons set forth in our December 20\th/ letter.

In accordance with Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended, we provided Mr. Doppelt, in his capacity as the shareholder proponent, with a copy of our December 20\th/ letter. Neither we nor Merrill Lynch has been asked or authorized by Mr. Doppelt to correspond with Mr. Cupit on his behalf, nor have we been asked or authorized to copy Mr. Cupit on any correspondence sent to Mr. Doppelt.

Nevertheless, if we send any further correspondence to Mr. Doppelt regarding this matter, we will send copies of such correspondence to Mr. Cupit.

Moreover, contrary to Mr. Cupit's assertions in his January 11\th/ letter, we do not believe Mr. Doppelt has been prejudiced in any way, as Merrill Lynch's proxy statement will not be mailed to shareholders until mid-March.

Should you have any questions, please do not hesitate to contact me at (212) 848-7257.

Very truly yours,

/s/

Christa A. D'Alimonte

Attachment

cc w/att: Jeffrey L. Doppelt
Andrew T. Cupit, Law Offices of Andrew T. Cupit
Richard Alsop, Merrill Lynch & Co., Inc.
John J. Madden, Shearman & Sterling LLP

[INQUIRY LETTER]

January 11, 2008

VIA FEDERAL EXPRESS

Securities and Exchange Commission
Office of Chief Counsel
100 F Street, N.E.
Washington, District of Columbia 20549

Re: Shareholder Proposal of Jeffrey L. Doppelt Merrill Lynch Annual Meeting ATC File Number: 0014.0007

Dear Sir/Madam:

I am in receipt of Merrill Lynch's position paper for exclusion of the above-referenced shareholder's proposal and take issue with same for the following reasons:

Merrill Lynch's/their Counsel's Violation of Law

The aforementioned exclusion paper was sent via Federal Express directly to the shareholder, a represented adverse party on or about December 21, 2007. Mr. Doppelt was out-of-state on vacation at that time and thus, did not receive the package until his return, on or about January 4, 2008. Merrill Lynch's exclusion paper was prepared by counsel who is, or should be familiar with the ethics rules for attorneys, but yet still sent the exclusion paper directly to Mr. Doppelt, and did not copy his counsel. Thus, I have just received a copy of same directly from Mr. Doppelt. The proposal, as originally submitted, was under my letterhead, which contained all pertinent contact information. In addition, Judith Witterschein, the corporate secretary for Merrill Lynch contacted me personally via telephone on December 17, 2007, to inform me of Merrill's position with respect to the particular proposal.

It is thus submitted that Ms. Witterschein knew Mr. Doppelt was represented, knew the contact information for his counsel, and knew more of the ethics rules with respect to direct contact with a represented adverse party than her chosen counsel. Merrill Lynch's chosen counsel is located in New York. Under New York Disciplinary Rule 1200.35 (DR 7-104), unless specifically permitted by law, a lawyer is not allowed to directly contact an adverse party once notified that such party is represented. Merrill Lynch's counsel seemingly violated the ethics rules for attorneys and by doing so, afforded Mr. Doppelt less time in which to respond.

Accordingly, Merrill Lynch should not be permitted to gain from its malfeasance by avoiding a vote on an important shareholder issue. For this reason, as well as the other reasons set forth herein, we respectfully request that the Securities and Exchange Commission compel Merrill Lynch to include Mr. Doppelt's proposal for submission to the shareholders at the annual meeting. Further, Merrill Lynch will not be prejudiced by the submission of the particular proposal as they will still have the option of recommending a "no" vote to the shareholders, setting forth their reasoning with little to no opportunity for a response by Mr. Doppelt.

The Proposal is not Subject to the Ordinary Business Rule Exclusion

While Merrill Lynch's recitation of the decisions relating to the ordinary business rule is illustrative, it fails to address the core underpinning for the proposal at its base, the persistent abuse of discretion in the handling and investing of the corporation's assets, thereby significantly diminishing shareholder value. Accepting Merrill Lynch's stated precedent as definitive, does not change the facts and circumstances under which Mr. Doppelt's proposal was submitted. However, Merrill Lynch's stated precedent does indicate that an abuse of discretion in the ordinary management of the company will negate the ability of the company to avail itself of the "ordinary business exclusion."

As a result of Merrill Lynch's unsound management and investment strategy, the company posted a $2.3 billion operating loss in the third quarter of 2007, with a $7.9 billion write-down of losses sustained in the subprime mortgage market.1 Additionally, this abuse of discretion in investing contributed to a total loss of net revenues for the quarter of a staggering 94% as compared to the same period in 2006.

This atmosphere of abuse of discretion relating to the value of the shareholders was further accentuated by Merrill Lynch's stock repurchase program. Beginning in the fourth quarter 2006, through second quarter 2007, Merrill Lynch engaged in a large-scale repurchase of its outstanding shares at values of approximately $90.00 per share. However, on December 24, 2007, Merrill Lynch announced that it would be selling its treasury stock at $48.00 per share in an attempt to raise $6.2 billion dollars. This sale of stock presumably was authorized in order to cover a short-fall partly caused by the purchase of Republic Bank for $1.8 billion. This resulted in a staggering loss of approximately $42.00 per share. Merrill's purchase of Republic, for stock and cash, at the top of the market for a company that did not historically have such value, will most likely result in a substantial loss of shareholder value.

It is submitted that the employees of Merrill Lynch, those that are provided with or required to accept stock as part of their retirement plan, will be extremely adversely affected by the unchecked investments by Merrill Lynch's officers and directors and resulting substantial loss of shareholder value. While the "ordinary business exclusion" was intended to insulate the directors and officers of a corporation from shareholder intrusion into their discretion, it was not meant to permit long-standing and damaging investment and use of the company's assets to the detriment of the shareholders. In the case of Merrill Lynch, their recent investment history is replete with examples of a company in need of guidance and oversight over how it invests the capital and earnings of its public owners. Merrill Lynch's recent unchecked use of the company funds has lead to a nearly 50% loss of shareholder value from the fourth-quarter 2006 to the same period in 2007. It was this abuse of discretion, which is bankrupting the company and destroying shareholder value that Mr. Doppelt's proposal sought to address.

Conclusion

While those in power of such corporations have a significant amount of discretion in investing, purchasing, alienating, etc., the company's assets, it is not without its limitations. A patent abuse of discretion in the investing of the corporation's assets will not permit the company's officers and directors to shield themselves behind the mantle of the "ordinary business exclusion."

Mr. Doppelt's proposal is limited in time and scope, does not seek to insert the shareholders into the everyday management and operations of the company. However, the proposal is intended to permit the shareholders to voice their opinion as to the blatantly abusive nature in which Merrill Lynch has cavalierly wasted the assets of the company and thus affected the value to the shareholder. It is further designed to compel management to consider carefully the investments they make when dealing with the company that is ultimately owned by the shareholders.

Under the circumstances, we respectfully request that the Securities and Exchange Commission issue an Action Letter to Merrill Lynch, compelling them to submit the proposal to the shareholders at the next annual meeting.

If you have any questions, please contact this office. Your courtesy and cooperation in this matter are greatly appreciated.

Very truly yours,

LAW OFFICES OF ANDREW T. CUPIT

/s/

Andrew T. Cupit

Encls.

Cc: Shearman & Sterling, LLP

-----FOOTNOTES-----

1 See attached quarterly reports.

[INQUIRY LETTER]

November 9, 2007

VIA FACSIMILE and ELECTRONIC MAIL

Merrill Lynch & Co., Inc.
222 Broadway, 17\th/ Floor
New York, New York 10038
Attn: Judith A. Witterschein
Corporate Secretary

Re: Shareholder Proposal of Jeffrey L. Doppelt 2008 Merrill Lynch Annual Meeting ATC File Number: 0014.0007

Dear Ms. Witterschein:

Please accept this letter as Mr. Jeffrey L. Doppelt's formal request to submit the following proposal to the shareholders of Merrill Lynch & Co., Inc. at the next annual meeting.

Pursuant to Article II, Section 3 of the Restated Bylaws of Merrill Lynch & Co., Inc., as well as Rule 14a-8 of the Securities and Exchange Comrnission, Jeffrey L. Doppelt, of 6 Grassfield Road, Great Neck, New York 11024, the record owner of 100 shares of common stock and the beneficial owner of approximately 16,495 shares of common stock of Merrill Lynch & Co., Inc., for over one (1) year prior to the next annual meeting of shareholders of the corporation (see attached copy of proxy card), with the intention of holding said shares of common stock through the date of the upcoming annual meeting of shareholders, and presenting the following proposal in person at the said annual meeting, hereby gives notice and requests that the following proposal be put forth to the shareholders of Merrill Lynch & Co., Inc., at the 2008 Annual Meeting of Stockholders:

"RESOLVED: That the Merrill Lynch stockholders assembled at the Annual Meeting in person and by proxy, hereby request the Board of Directors adopt a structured policy that will enable investors to share equally in our company's profitability and growth by granting the stockholders of Merrill Lynch rights to cash dividends, stock dividends and special distributions, enabling them to share equally in the company's net earnings.

Supporting Statement

The pursuit of profitable growth begins with opportunistic and smart asset acquisitions. Senior Management has a long history of poorly timed investments, including but not limited to the acquisitions of Mercury and Hotchkis & Wiley, as well as expansion into Japan and Canada as their markets were declining. It continued with the acquisition of the Advest Group (then payment of retention bonuses to the Advest brokers), culminating with the ill-timed acquisition of First Republic Bank for approximately $1.8 billion in cash and stock. Over a 2-year period from the first quarter of 2005 to the fourth quarter of 2006, Merrill Lynch repurchased $12.8 billion, or 179.7 million shares of its common stock. During this period the average diluted shares (used in computing earnings per share) went down by only 40.8 million shares; a difference of 138.9 million shares, an unfair and meaningless reduction in comparison to the stock's purchase price and its current market value.

Providing shareholders with equal payments based on a percentage of net revenues and/or net earnings is in the best interest of all shareholders. The Board of Directors should make payments to the shareholders as follows:

50% of all diluted earnings per share up to $7.00 (if the current cash dividend remains at $1.40, this would require additional payment of $2.10 per share);

Diluted earnings per share in excess of $7.00, at the Board's discretion;

Additional payment(s) made annually but no later than February of the following year;

Prior years' losses or excess payments shall not be considered in this calculation;

This policy shall be effective for the 2008 to 2012 calendar years;

During this 5 year period, should the stock's closing price, including all prior distributions, equal or exceed $100 per share, then the Board can discontinue this policy;

Senior Management will have the balance of the undistributed earnings to invest in growth, share buybacks or retain in the company;

Distributions to shareholders would be payable in either cash or stock at the shareholder's election.

For example, HSBC Holdings PLC (HBC) has been paying their shareholders either cash or stock for 5 years. Their current dividend is approximately $4.35 and their stock has been trading near its all-time high. The 52 week trailing earnings at HBC is $6.65, substantially less than Merrill Lynch prior to its third quarter loss.

Senior Management will have less investment flexibility and thus be required to determine what best serves the shareholders. With less to invest, Senior Management will be compelled to make better decisions with respect to future investments.

I urge the shareholders to support this resolution."

Kindly include the within proposal for submission to the shareholders of Merrill Lynch & Co., Inc. at the annual meeting. Thank you.

If you have any questions, please contact this office. Your courtesy and cooperation in this matter are greatly appreciated.

Very truly yours,

LAW OFFICES OF ANDREW T. CUPIT

/s/

Andrew T. Cupit

Encls.

[STAFF REPLY LETTER]

February 11, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Merrill Lynch & Co., Inc. Incoming letter dated December 20, 2007

The proposal requests that the board adopt a structured policy that will enable investors to share equally in the company's profitability and growth by granting the stockholders of Merrill Lynch rights to cash dividends, stock dividends and special distributions, enabling them to share equally in the company's net earnings, and sets forth how the board should make payments to shareholders.

There appears to be some basis for your view that Merrill Lynch may exclude the proposal under rule 14a-8(i)(13). Accordingly, we will not recommend enforcement action to the Commission if Merrill Lynch omits the proposal from its proxy materials in reliance on rule 14a-8(i)(13). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Merrill Lynch relies.

Sincerely,

/s/

Craig Slivka
Attorney Adviser