PRIVATE OFFERING NOTICE
[OBJECT OMITTED]
1,000,000 Units
Merrill Lynch & Co., Inc.
PROtected Covered Call EnhancED Income Notes(SM)
Linked to the Select 10 PROCEEDS Index
due July , 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 that
o Senior unsecured debt securities of Merrill Lynch & measures the performance of a strategy that allocates
Co., Inc. hypothetical funds among three index components: (i)
o Linked to the value of the Select 10 PROCEEDS Index "Basket Units" representing the value of hypothetical
(the "Reference Index"). purchases of certain stocks and sales of call options on
o Variable quarterly interest payments may be paid, those stocks in the "Select 10 Basket" using a
depending upon the performance of the Basket Units "covered-call" strategy, (ii) "Zero Coupon Bond Units"
described below. representing the value of hypothetical zero coupon bonds
o The securities will not be listed on any securities and (iii) "Leverage Units" representing the cost of
exchange. hypothetical borrowed funds which may increase
o Expected settlement date: July , 2004. allocations to the Basket Units. The Reference Index
o The securities are made available to each investor will be rebalanced periodically pursuant to a formula
outside of the United States in a minimum initial described in the attached offering document. This
investment of US$50,000 or such other amount, and subject rebalancing will reflect changes in the performance of
to such other restrictions, as may be applicable to such the Basket Units, prevailing interest rates and market
investor under the private offering rules of any conditions, all as more fully described in the attached
jurisdiction outside of the United States. offering document. The level of the Reference Index will
be reduced by certain fees, deductions and charges.
Payment at maturity: o The stocks in the Select 10 Basket will be the ten
o On the maturity date, for each unit of the securities stocks in the Dow Jones Industrial Average(SM) having the
an investor owns, Merrill Lynch & Co., Inc. will pay an highest dividend yield, as determined by Societe
amount equal to the sum of the principal amount of the Generale, as the Calculation Agent, and reconstituted on
securities and an additional amount (which may be zero) an annual basis.
based on the percentage increase, if any, in the level o At maturity, an investor will receive no less than
of the Reference Index. 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-11 to S-16 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 June 23, 2004
This Notice supplements the Preliminary Prospectus Supplement,
dated June 23, 2004, and the Prospectus, dated November 26, 2003.