Sec Form 3 Filing - MERRILL LYNCH & CO INC @ DIGIRAD CORP - 2004-06-09

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MERRILL LYNCH & CO INC 2. Issuer Name and Ticker or Trading Symbol DIGIRAD CORP [ DRAD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2004 (Street) NEW YORK, NY11001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,194 I See note ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series G Preferred ( 2 ) ( 3 ) ( 4 ) ( 2 ) Common Stock 971,038 I See note ( 1 ) Series H Preferred ( 2 ) ( 3 ) ( 4 ) ( 2 ) Common Stock 698,057 I See note ( 1 ) Common Stock Warrant $ 1,050 01/25/2002 01/25/2007 Common Stock 12 I See note ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER NEW YORK, NY11001 X Signatures Frank J. Marinaro, Attorney-in-Fact 06/09/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person was the benefical owner of such securities for purposes of Section 16 or for any other purpose. All such shares were held of record by a partnership for which a subsidiary of the Reporting Person acts as general partner. ( 2 )All of the Preferred Stock of the Issuer held, directly or indirectly, by the Reporting Person as of the date hereof, automatically convert into common stock of the Issuer upon the closing of the Issuer's initial public offering, in each case into the number of shares of common stock listed in column 3, which is obtained by multiplying by the number of Preferred Stock by the conversion rate listed in column 4. Such automatic conversion upon the Issuer's initial public offering is for no additional cnsideration. ( 3 )1-for 3.5 ( 4 )Immedate.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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