PRIVATE OFFERING NOTICE
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Merrill Lynch & Co., Inc.
Multi-Currency Notes
due May 2005
US$10 principal amount per security
Private Offering Notice
Summary Terms
The securities: Payment at maturity:
o No payments prior to maturity. o The amount investors receive at maturity will be based upon
o The securities may not be redeemed prior to maturity. the change in value of the currency portfolio over the term of
o The securities are denominated in U.S. dollars. the securities multiplied by a participation rate of 100%. If
o Senior unsecured debt securities of Merrill Lynch & Co., Inc. the value of the currency portfolio decreases or does not
o Linked to a portfolio of Japanese Yen, Singapore dollars, increase sufficiently, at maturity investors will receive
New Taiwanese dollars and South Korean wons valued relative less than the $10 principal amount per security, which would
to the U.S. dollar. result in a loss. In no event, however, will investors
o Expected settlement date: May , 2004. receive less than 97% of the principal amount per security.
o Minimum repayment will not be less than 97% of the The value of the currency portfolio must increase by 3% in
principal amount per security. order for investors to receive at least the principal amount
o The securities are made available to each investor outside of $10 per security.
of the United States in a minimum initial investment of
US$50,000 or such other amount, and subject to such other
restrictions, as may be applicable to such investor under
the private offering rules of any jurisdiction outside of
the United States.
The securities (the "Securities"), the subject of the attached offering
document (the "Offering Document"), have not been approved for public sale in
any jurisdiction outside of the United States. As such, the Securities are
made available to investors outside of the United States only in accordance
with applicable private offering rules. The Offering Document may not be
copied or otherwise made available to any other person by any recipient
without the express written consent of the Company.
The discussion contained in the Offering Document relating to the tax
implications of investing in the Securities is not based upon, and does not
reflect, the tax laws of any jurisdiction outside of the U.S. Accordingly,
investors should consult their local tax advisor before making an investment
in the Securities.
This Notice and the Offering Document have been issued by Merrill Lynch & Co.,
Inc. (the "Company") for information only. Prospective investors should not
treat the contents of this Notice as advice relating to legal, taxation or
investment matters and are advised to consult their own professional advisors
concerning the purchase, holding or disposal of the Securities. Attention is
drawn in particular to risk factors on pages S-6 to S-9 of the Offering
Document. Subject to this Notice, the Offering Document has been approved for
issue in the United Kingdom by Merrill Lynch International Bank Limited
("MLIB"), which is regulated by the Financial Services Authority, with
registered office at Merrill Lynch Financial Center, 2 King Edward Street,
London EC1A 1HQ, United Kingdom. This Notice is issued in Hong Kong by Merrill
Lynch (Asia Pacific) Limited.
PRIVATE OFFERING NOTICE
Investors in the United Kingdom should be aware that Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"), which is handling the sale of the
Securities, has no place of business in the UK and is not regulated by the
Financial Services Authority. Therefore, with respect to anything done by
MLPF&S, the regulatory regime governing an investor's rights will be different
than that of investors' rights in the UK, and the UK rules for the protection
of private investors and the UK Financial Compensation Scheme will not apply
to any business MLPF&S conducts with or for UK investors.
Investors should also note the following:
(a) The Securities are denominated in United States dollars. Investors
that purchase securities with a currency other than U.S. dollars should note
that changes in rates of exchange may have an adverse effect on the value,
price or income of their investment.
(b) The price and value of the Securities and the income from them can
fluctuate and may fall against the investor's interest and an investor may get
back less than he invested.
(c) Investment in the Securities may not be suitable for all investors.
Investors should seek advice from their investment advisor for information
concerning the Company, the Securities and the suitability of purchasing the
Securities in the context of their individual circumstances. Past performance
is not necessarily a guide to future performance, and no projection,
representation or warranty is made regarding future performance.
(d) Save as disclosed herein and in the Offering Document, no
commissions, discounts, brokerages or other special terms have been granted or
are payable by the Company in connection with the issue or sale of any
Securities.
(e) MLPF&S or one of its affiliates may be the only market maker, if any,
in the Securities.
(f) Information relating to taxation is based on information currently
available. The levels and bases of, and reliefs from, taxation in relevant
jurisdictions can change. The value of any reliefs depends upon the
circumstances of the investor. See additional comments about taxation above.
The date of this Notice is May 4, 2004.
This Notice supplements the Preliminary Prospectus Supplement, dated
May 4, 2004, and the Prospectus, dated November 26, 2003.