PRIVATE OFFERING NOTICE
[OBJECT OMITTED]
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Callable Range Accrual Notes
Linked to 6-Month United States Dollar LIBOR
due March 2012
(the "Notes")
US$10 principal amount per unit
Summary Terms
The Notes:
o The Notes are designed for investors who believe that Year 1: 0.0% <6-month United States dollar LIBOR = <4.5%
6-month United States dollar LIBOR will remain within the ranges Year 2: 0.0% <6-month United States dollar LIBOR = <5.0%
described below over the term of the Notes and are willing to Year 3: 0.0% <6-month United States dollar LIBOR = <5.5%
risk receiving no interest on the Notes for each day that Year 4: 0.0% <6-month United States dollar LIBOR = <6.5%
6-month United States dollar LIBOR does not remain within those Year 5: 0.0% <6-month United States dollar LIBOR = <7.0%
ranges, and possibly no interest for the entire Year 6: 0.0% <6-month United States dollar LIBOR = <7.0%
term of the Notes. Year 7: 0.0% <6-month United States dollar LIBOR = <7.0%
o The Notes may be called on any interest payment date o The Notes will not be listed on any securities
beginning September , 2005 through and including exchange.
December , 2011. o The Notes are made available to each investor outside
o The Notes will be 100% principal protected on the maturity of the United States in a minimum initial investment of
date or call date. US$50,000 or such other amount, and subject to such other
o Interest on the $10 principal amount of each unit will be restrictions, as may be applicable to such investor
paid quarterly, beginning June , 2005, at a rate expected under the private offering rules of any jurisdiction
to be between 6.75% and 7.25% per year for each day that outside of the United States.
6-month United States dollar LIBOR remains within the o The Notes will be senior unsecured debt securities of
ranges described below. Merrill Lynch & Co., Inc. and part of a series entitled
o For each annual period from and including the applicable "Medium-Term Notes, Series C" and will have the CUSIP
anniversary of the date the Notes are issued to the public to No.: .
but excluding the immediately succeeding anniversary of o Expected issue date: March , 2005.
that date, or, in the case of the first annual period, from and
including the date the Notes are issued to the public to but Payment on the maturity date or call date:
excluding the first anniversary of that date, the applicable
LIBOR range will be as follows: o The amount an investor will receive on the maturity
date or call date per unit will equal the $10 principal
amount per unit plus any accrued and unpaid interest
up to but excluding the maturity date or call date,
as applicable.
The Notes, 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 Notes 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 Merrill Lynch &
Co., Inc. (the "Company").
The discussion contained in the Offering Document relating to the tax
implications of investing in the Notes is not based upon, and does not reflect,
the tax laws of any jurisdiction outside of the United States. Accordingly,
investors should consult their local tax advisor before making an investment in
the Notes.
PRIVATE OFFERING NOTICE
This Notice and the Offering Document have been issued by 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 Notes. Attention is drawn in particular to risk
factors on pages PS-6 to PS-8 and pages S-3 to S-4 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 a 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 Notes,
has no place of business in the United Kingdom 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 United Kingdom, and the United Kingdom
rules for the protection of private investors and the United Kingdom Financial
Compensation Scheme will not apply to any business MLPF&S conducts with or for
United Kingdom investors.
Investors should also note the following:
(a) The Notes are denominated in United States dollars. Investors
that purchase the Notes with a currency other than United States dollars should
note that changes in rates of exchange may have an adverse effect on the value,
price or income of their investment.
(b) Investment in the Notes may not be suitable for all investors.
Investors should seek advice from their investment advisor for information
concerning the Company, the Notes and the suitability of purchasing the Notes 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.
(c) 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 Notes.
(d) MLPF&S or one of its affiliates may be the only market maker, if
any, in the Notes.
(e) 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 March 22, 2005
This Notice supplements the Preliminary Pricing Supplement, dated March 22,
2005, and the Prospectus Supplement and Prospectus, dated February 25, 2005.