Merrill Lynch & Co., Inc. – ‘SC 13G/A’ on 2/6/02 re: Buenaventura Mining Co Inc

On:  Wednesday, 2/6/02   ·   Accession #:  65103-2-144   ·   File #:  5-51227

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         7     27K 

Document Table of Contents

SC 13G/A
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UNITED STATES                                                                   

SECURITIES AND EXCHANGE COMMISSION                                              

Washington, DC 20549                                                            

SCHEDULE 13G                                                                    

Under the Securities Exchange Act of 1934                                       

(Amendment No. 2)*                                                              

Buenaventura Mining Co. Inc.                                                    
-------------------------------------------------------------------             
(Name of Issuer)                                                                

Common Stock                                                                    
-------------------------------------------                                     
Title of Class of Securities)                                                   

2206282 **                                                                      
--------------                                                                  
(CUSIP NUMBER)                                                                  

December 31, 2001                                                               
-----------------                                                               
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)                         

*The remainder of this cover page shall be filled out for a reporting           
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter the disclosures provided in a prior cover page.                     

The information required in the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities            
Exchange Act of 1934 (the "1934 Act") or otherwise subject to the liabilities   
of that section of the Act but shall be subject to all other provisions of the  
Act (however, see the Notes).                                                   

** The Identifier stated above represents the Sedol Number for the B shares     
of the reportable Issuer.  Shares reported herein represent B shares and        
ADRs convertible into B shares.                                                 

SC 13G/A
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CUSIP NO.  2206282               13G                                            

1. NAME OF REPORTING PERSON                                                     
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         

Merrill Lynch & Co., Inc.                                                       
(on behalf of Merrill Lynch Investment Managers ("MLIM"))**                     

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing               

(a) [ ]                                                                         
(b) [ ]                                                                         

3. SEC USE ONLY                                                                 

4. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

Delaware                                                                        

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               

5. SOLE VOTING POWER                                                            

NONE                                                                            

6. SHARED VOTING POWER                                                          

5,991,036                                                                       

7. SOLE DISPOSITIVE POWER                                                       

NONE                                                                            

8. SHARED DISPOSITIVE POWER                                                     

5,991,036                                                                       

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 

5,991,036 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)      

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                             

6.15%                                                                           

12. TYPE OF REPORTING PERSON*                                                   

HC, CO                                                                          

*SEE INSTRUCTION BEFORE FILLING OUT!                                    
**SEE EXHIBIT A                                                           

SC 13G/A
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14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT                    
TO WHICH THIS SCHEDULE IS FILED:                                                

[X]     Rule 13d-1(b)                                           
[ ]     Rule 13d-1(c)                                           
[ ]     Rule 13d-1(d)                                           

ITEM 1 (a)  Name of Issuer:                                                     
--------------                                          

Buenaventura Mining Co. Inc.(the "Company")             

ITEM 1 (b)  Address of Issuer's Principal Executive Offices:                    
-----------------------------------------------         

Carlos Villaran 790                             
Santa Catalina - La Victoria                    
Lima, Peru                                                                      

ITEM 2 (a)  Name of Persons Filing:                                             
---------------------                                   

Merrill Lynch & Co., Inc.                               
 (on behalf of Merrill Lynch Investment Managers ("MLIM"))

ITEM 2 (b)  Address of Principal Business Office or, if none, Residence:        
   -----------------------------------------------------------

Merrill Lynch & Co., Inc.                                                       
(on behalf of Merrill Lynch Investment Managers ("MLIM"))                       
800 Scudders Mill Road                                                          
Plainsboro, New Jersey  08536                                                   

ITEM 2 (c)  Citizenship:                                                        
-----------                                             
See Item 4 of Cover Pages                                                       

ITEM 2 (d)  Title of Class of Securities:                                       
----------------------------                            

Common Stock                                                                    

ITEM 2 (e)  CUSIP NUMBER:                                                       

See Cover Page                                                                  

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ITEM 3                                                                          

If this statement is filed pursuant to Rules 13d-1(b), 13d-2(b),
Or 13d-2(c), check whether the person filing is a:                              

(a) [ ] Broker or Dealer registered under Section 15 of the Act,                
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,                          
(c) [ ] Insurance Company as defined in Section 3(a)(19)of the Act,             
(d) [ ] Investment company registered under Section 8 of the                    
Investment Company Act of 1940,                                             
(e) [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),          
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with              
Rule 13d-1(b)(ii)(F),                                                       
(g) [X] Parent Holding Company or Control Person in accordance with             
Rule 13d-1(b)(ii)(G); see Item 7,                                           
(h) [ ] A savings association as defined in Section 3(b) of the                 
Federal Deposit Insurance Act (12 U.S.C. 1813),                             
(i) [ ] A church plan that is excluded from the definition of an                
an investment company under Section 3(c)(14) of the Investment              
Company Act of 1940,                                                        
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).                      

ITEM 4  Ownership                                                               
---------                                                       
(a)  Amount Beneficially Owned:                                                 

See Item 9 of Cover Pages.                                                

(b)  Percent of Class:                                                          

See Item 11 of Cover Pages                                            

(c)  Number of shares as to which such person has:                              

(i)  sole power to vote or to direct the vote:                        

See Item 5 of Cover Pages                                   

(ii)  shared power to vote or to direct the vote:                       

See Item 6 of the Cover Pages                               

(iii)  sole power to dispose of or to direct the disposition of:          

See Item 7 of Cover Pages                                   

(iv)  shared power to dispose of or direct the disposition of:          

See Item 8 of Cover Pages                                   

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ITEM 5  Ownership of Five Percent or Less of a Class.                           
--------------------------------------------                    

Not Applicable                                                                  

ITEM 6  Ownership of More than Five Percent on Behalf of Another Person.        
--------------------------------------------------------------- 

Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.               
Merrill Lynch Investment Managers ("MLIM") is an operating division             
of ML&Co.'s indirectly owned asset management subsidiaries. Certain of          
these subsidiaries hold certain shares of the security which is the             
subject of this report. (See Item 7).                                           

ITEM 7   Identification and Classification of the Subsidiary Which              
Acquired the Security Being Reported on by the Parent Holding             
Company or Control Person.                                                
        ------------------------------------------------------------------

Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.         
Merrill Lynch Investment Managers ("MLIM") is an operating division             
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management              
subsidiaries.  The following asset management subsidiaries hold                 
certain shares of the common stock which is the subject of this                 
13G filing:                                                                     

Merrill Lynch Investment Managers, L.P.                                         
Fund Asset Managers, L.P.                                                       
QA Advisers, LLC                                                                

ITEM 8   Identification and Classification of Members of the Group.             
----------------------------------------------------------    

Not Applicable                                                                  

ITEM 9  Notice of Dissolution of Group.                                         
------------------------------                                  

Not Applicable                                                                  

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ITEM 10  Certification                                                          
-------------                                                 

By signing below each of the undersigned certifies that, to the best of 
their knowledge and belief, the securities referred to above were acquired      
and are held in the ordinary course of business and were not acquired and       
are not held for the purpose of and do not have the effect of changing or       
influencing the control of the issuer of such securities and were not acquired  
and are not held in connection with or as a participant in any transaction      
having such purpose or effect.                                                  

Signature.                                                                      
---------                                                                       

 After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement   
is true, complete and correct.                                                  

Date:  January 30, 2002                                                         

Merrill Lynch & Co., Inc.                                                       
(on behalf of Merrill Lynch Investment Managers ("MLIM"))                       

/s/ Thomas D. Jones, III                                                        
-----------------------------                                                   
Name:  Thomas D. Jones, III                                                     
Title:  Attorney-In-Fact*                                                       

------------------------------------                                            
*Signed pursuant to a power of attorney, dated January 25, 1999,                
included as Exhibit B to Schedule 13G filed with the Securities                 
and Exchange Commission by Merrill Lynch & Co., Inc. (on behalf of              
Merrill Lynch Asset Management Group ("AMG")) - now known                       
as Merrill Lynch Investment Managers ("MLIM") - on January 28, 1999.            

SC 13G/A
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Page 7 of 7 Pages                                                               

EXHIBIT A                                                                       

Merrill Lynch Investment Mangers ("MLIM") of ML&Co. is comprised of             
the following legal entities:  Merrill Lynch Investment Managers,               
L.P. ("MLIM LP"), dong business as Merrill Lynch Investment Managers;           
QA Advisers, LLC ("QA"), doing business Merrill Lynch Investment                
Managers Quantitative Advisers; Fund Asset Management, L.P., doing              
business as Fund Asset Management ("FAM"); Merrill Lynch Asset                  
Management U.K. Limited ("MLAM UK"); Merrill Lynch (Suisse)                     
Investment Management Limited ("MLS"); Merrill Lynch Investment                 
Managers International Limited ("MLIMI"); Merrill Lynch Investment              
Managers, Ltd.; Merrill Lynch Investment Managers Limited (Australia);          
Merrill Lynch Investment Managers (Isle of Man) Limited; Merrill                
Lynch Investment Managers (Asia Pacific) Limited; Merrill Lynch                 
Investment Managers Asia Limited; Merrill Lynch Investment Managers             
Kapitalanlagegesellschaft mbH; Munich London Investment                         
Management, Ltd.; Merrill Lynch Investment Managers Ltda.; Merrill              
Lynch Investment Managers Co., Ltd.; Merrill Lynch                              
Investment Managers Canada, Inc.; DSP Merrill Lynch Asset Management            
(India) Limited; PT Merrill Lynch Indonesia; Merrill Lynch Phatra               
Securities Co., Ltd.; Merrill Lynch Global Asset Management Limited;            
Mercury Asset Management International Channel Islands Limited                  
("MAMCI"); Merrill Lynch Investment Managers Channel Islands Limited;           
Grosvenor Venture Managers Limited; and Merrill Lynch Fund Managers             
Limited.  Each of MLIM LP, FAM, QA, MLAM UK, MLS, MLIMI, and MAMCI              
is an investment adviser registered under Section 203 of the                    
Investment Advisers Act of 1940, which acts as investment adviser               
operating under the laws of a jurisdiction other than the United                
States.  The investment advisers that comprise MLIM exercise                    
voting and investment powers over portfolio securities independently            
from other direct and indirect subsidiaries of ML&Co.                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/6/02							424B5,  SC 13G,  SC 13G/A
		1/30/02		6					424B5
		12/31/01		1					11-K,  13F-HR
		1/28/99		6					424B3,  SC 13G/A
		1/25/99		6					424B3,  SC 13G/A
									List all Filings