PRIVATE OFFERING NOTICE
[MERRILL LYNCH LOGO]
Merrill Lynch & Co., Inc.
97% Protected Notes Linked to the Performance of the
Global Equity Basket
due January 2012
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
o Senior unsecured debt securities of investor will receive an amount equal
Merrill Lynch & Co., Inc. to the sum of $9.70 per unit and an
additional amount, which may be zero,
o The securities are linked to the based on the percentage increase, if
value of the Global Equity Basket, an any, in the value of the Global Equity
index basket comprised of the Nikkei Basket multiplied by a participation
225 Index, the Dow Jones EURO STOXX rate expected to be between 100% and
50 Index and the S&P 500 Index, each 105%, as described in the attached
initially equally weighted. offering document. If the value of the
Global Equity Basket decreases or does
o The securities are expected to be not increase sufficiently, at maturity
quoted on the Nasdaq National Market an investor will receive less than the
under the symbol "PGEB". $10 principal amount per unit, which
would result in a loss. The value of
o Expected settlement date: April , the Global Equity Basket must increase
2004. by a percentage expected to be between
2.87% and 3.00%, depending on the
o Minimum repayment will not be less actual participation rate, in order
than 97% of the principal amount per for you to receive at least the
unit. principal amount of $10 per unit. In
no event, however, will an investor
o The securities are made available to receive less than 97% of the principal
each investor outside of the United amount per unit.
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-10 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 March 23, 2004.
This Notice supplements the Preliminary Prospectus Supplement, dated March
23, 2004, and the Prospectus, dated November 26, 2003.
"Dow Jones", "THE DOW JONES EURO STOXX 50(SM)" and "STOXX(SM)" are service marks
of Dow Jones & Company, Inc. and have been licensed for use for certain purposes
by Merrill Lynch & Co., Inc. Merrill Lynch & Co., Inc.'s 97% Protected Notes
Linked to the Performance of the Global Equity Basket due January , 2012 based
on THE DOW JONES EURO STOXX 50(SM) are not sponsored, endorsed, sold or promoted
by Dow Jones, and Dow Jones makes no representation regarding the advisability
of investing in such product.
"Standard & Poor's(R)", "Standard & Poor's 500", "S&P 500(R)", "S&P(R)" and
"500" are trademarks of the McGraw Hill Company Inc. and have been licensed for
use by Merrill Lynch Capital Services Inc., and Merrill Lynch & Co., Inc. is an
authorized licensee.