United States of America
Before the
Securities and Exchange Commission

Securities Act of 1933
Release No. 8206 / March 17, 2003

Securities Exchange Act of 1934
Release No. 47514 / March 17, 2003

Merrill Lynch & Co., Inc. has submitted a letter, dated March 5, 2003, requesting a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 ("Securities Act",) and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 ("Exchange Act") arising from the settlement of a civil injunctive proceeding with the Commission. On March 17, 2003, the Commission filed a civil injunctive complaint against Merrill Lynch & Co., Inc. and four individual defendants in the United States District Court for the Southern District of Texas alleging that Merrill Lynch and four individual defendants aided and abetted Enron Corp.'s violations of Sections 10(b), 13(a), 13(b)(2), and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13, and 13b2-1.

Pursuant to an Offer of Settlement from Merrill Lynch, Merrill Lynch simultaneously filed a "Consent of Merrill Lynch & Co., Inc." in which it agreed, without admitting or denying the allegations of the Commission's complaint, to the entry of a Final Judgment against it. Among other things, the Final Judgment permanently enjoins Merrill Lynch from violating Sections 10(b), 13(a), 13(b)(2), and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13, and 13b2-1 and orders Merrill Lynch to pay $80 million in disgorgement, penalties and interest.

The safe harbor provisions of Section 27A(c) of the Securities Act and Section 21E(c) of the Exchange Act are not available for any forward looking statement that is "made with respect to the business or operations of the issuer, if the issuer ... during the 3-year period preceding the date on which the statement was first made ... has been made the subject of an ... administrative decree or order arising out of a governmental action that (I) prohibits future violations of the antifraud provisions of the federal securities laws; (II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or (III) determines that the issuer violated the antifraud provisions of the securities laws[.]" Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act. The disqualifications may be waived "to the extent otherwise specifically provided by rule, regulation, or order of the Commission." Section 27A(b) of the Securities Act and Section 21E(b) of the Exchange Act.

Based on the representations set forth in Merrill Lynch's March 5, 2003 request, the Commission has determined that, under the circumstances, the request for a waiver of the disqualifications resulting from the entry of the Order is appropriate and should be granted.

Accordingly, IT IS ORDERED, pursuant to Section 27A(b) of the Securities Act and Section 27E(b) of the Exchange Act, that a waiver from the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act as to Merrill Lynch resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/rules/other/34-8206.htm