PRIVATE OFFERING NOTICE
[COMPANY LOGO]
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
S&P 500(R) Market Index Target-Term Securities(R)
due August 2011
"MITTS(R) Securities"
US$10 principal amount per unit
Private Offering Notice
Summary Terms
The MITTS Securities: Payment at maturity:
o 100% principal protection at maturity. o On the maturity date, for each unit of MITTS
o No payments before the maturity date. Securities an investor owns, that investor will
o Senior unsecured debt securities of Merrill Lynch & Co., Inc. receive an amount equal to the sum of the principal
part of a series entitled "Medium-Term Notes, Series C". amount of each unit and an additional amount based on
o The MITTS Securities are linked to the value of the S&P 500(R), the percentage increase, if any, in the value of the
index symbol "SPX". S&P 500 Index, reduced by an annual adjustment factor
o The MITTS Securities are expected to be quoted on the Nasdaq expected to be between 0.90% and 1.25%, as described
National Market under the symbol "MTTX". in this pricing supplement.
o Expected settlement date: August , 2004. o At maturity, the investor will receive no less than
o The MITTS Securities are made available to each investor the principal amount of his or her investment in the
outside of the United States in a minimum initial investment MITTS Securities.
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 MITTS 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 MITTS 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 MITTS 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 MITTS Securities.
PRIVATE OFFERING NOTICE
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 advisers
concerning the purchase, holding or disposal of the MITTS Securities.
Attention is drawn in particular to risk factors on pages PS-7 to PS-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.
Investors in the United Kingdom should be aware that Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"), which is handling the sale of the
MITTS 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 MITTS Securities are denominated in United States dollars.
Investors that purchase securities with a currency other than 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 MITTS Securities and the income from them
can fluctuate and may fall against the investor's interest and an investor may
get back less than the amount invested.
(c) Investment in the MITTS Securities may not be suitable for all
investors. Investors should seek advice from their investment advisor for
information concerning the Company, the MITTS Securities and the suitability
of purchasing the MITTS 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 MITTS
Securities.
(e) MLPF&S or one of its affiliates may be the only market maker, if any,
in the MITTS 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 July 30, 2004.
This Notice supplements the Preliminary Pricing Supplement, dated
July 30, 2004, and the Prospectus Supplement and Prospectus,
dated November 26, 2003.