PRIVATE OFFERING NOTICE
[LOGO OMITTED]
1,000,000 Units
Merrill Lynch & Co., Inc.
PROtected Covered Call EnhancED Income NotesSM
Linked to the Select 30 PROCEEDS Index
due August , 2009
(the "PROCEEDS")
US$10 public offering price per security
Private Offering Notice
Summary Terms
The securities:
o 100% principal protection at maturity. o The Reference Index is a composite index
o Senior unsecured debt securities of that measures the performance of a
Merrill Lynch & Co., Inc. strategy that allocates hypothetical
o Linked to the value of the Select 30 funds among three index components: (i)
PROCEEDS Index (the "Reference Index"). "Basket Units" representing the value of
o Variable quarterly interest payments may hypothetical purchases of certain stocks
be paid, depending upon the performance and sales of call options on those
of the Basket Units described below. stocks in the "Select 30 Basket" using a
o The securities will not be listed on any "covered-call" strategy, (ii) "Zero
securities exchange. Coupon Bond Units" representing the
o Expected settlement date: August , 2004. value of hypothetical zero coupon bonds
o The securities are made available to and (iii) "Leverage Units" representing
each investor outside of the United the cost of hypothetical borrowed funds
States in a minimum initial investment which may increase allocations to the
of US$50,000 or such other amount, and Basket Units. The Reference Index will
subject to such other restrictions, as be rebalanced periodically pursuant to a
may be applicable to such investor under formula described in the attached
the private offering rules of any offering document. This rebalancing will
jurisdiction outside of the United reflect changes in the performance of
States. the Basket Units, prevailing interest
rates and market conditions, all as more
Payment at maturity: fully described in the attached offering
document. The level of the Reference
o On the maturity date, for each unit of Index will be reduced by certain fees,
the securities an investor owns, Merrill deductions and charges.
Lynch & Co., Inc. will pay an amount o The stocks in the Select 30 Basket will
equal to the sum of the principal amount be reconstituted annually, first by
of the securities and an additional identifying the 300 most liquid stocks
amount (which may be zero) based on the in the S&P 500. From these stocks, at
percentage increase, if any, in the least 100 will be identified which have
level of the Reference Index. the highest rankings for earnings and
dividends growth, as ranked by the S&P
Common Stock Ranking System. These 100
or more stocks will then be divided
according to their S&P Global Industry
Classifications. Finally, each of the
thirty stocks having the highest
annualized volatility across the various
classifications will be identified.
o At maturity, an investor will receive no
less than the principal amount of their
securities.
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 person in the United Kingdom or any other person
by any recipient without the express written consent of the Company. The
Securities are not being offered within the United Kingdom.
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-10 to S-15 of the Offering
Document.
PRIVATE OFFERING NOTICE
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 August 5, 2004
This Notice supplements the Preliminary
Prospectus Supplement, dated August 5,
2004, and the Prospectus, dated
November 26, 2003.