PRIVATE OFFERING NOTICE
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Merrill Lynch & Co., Inc.
97% Protected Notes Linked to Brent Crude
due March 2007
US$10 principal amount per unit
Private Offering Notice
Summary Terms
The Securities: Payment at maturity:
o No payments before the maturity date. o On the maturity date, for each unit of securities an
investor owns, that investor will receive an amount
o Senior unsecured debt securities of Merrill Lynch & equal to the sum of $9.70 per unit and an additional
Co., Inc. amount based on the percentage increase, if any, in the
settlement price of the Brent Crude Contract,
o The securities are linked to the price of the then multiplied by a participation rate expected to be
current front month IPE Brent Crude futures contract between 125% and 175%, as described in the attached
("Brent Crude Contract"), which trades on the offering document. If the price of the Brent Crude
International Petroleum Exchange ("IPE"). Contract decreases or does not increase sufficiently,
at maturity an investor will receive less than the $10
o The securities will not be listed. principal amount per unit, which would result in a
loss. The price of the Brent Crude Contract must
o Expected settlement date: March , 2004. increase by a percentage expected to be between 1.71%
and 2.40%, depending on the actual participation rate,
o Minimum repayment will not be less than 97% of the in order for you to receive at least the principal
principal amount per unit. amount of $10 per unit. In no event, however, will an
investor receive less than 97% of the principal amount
o The securities are made available to each investor per unit.
outside 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.
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 Securities. Attention is
drawn in particular to risk factors on pages S-7 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, 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
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 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 February 19, 2004.
This Notice supplements the Preliminary Prospectus Supplement, dated
February 19, 2004, and the Prospectus, dated November 26, 2003.