[OBJECT OMITTED]
1,000,000 Units
Merrill Lynch & Co., Inc.
PROtected Covered Call EnhancED Income NotesSM
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 allocations
o Expected settlement date: July , 2004. to the Basket Units. The Reference Index will be
o The securities are made available to each investor rebalanced periodically pursuant to a formula described in
outside of the United States in a minimum initial the attached offering document. This rebalancing will
investment of US$50,000 or such other amount, and reflect changes in the performance of the Basket Units,
subject to such other restrictions, as may be prevailing interest rates and market conditions, all as
applicable to such investor under the private more fully described in the attached offering document.
offering rules of any jurisdiction outside of The level of the Reference Index will be reduced by
the United States. 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 AverageSM having the
an investor owns, Merrill Lynch & Co., Inc. will pay an highest dividend yield, as determined by Societe Generale,
amount equal to the sum of the principal amount of the as the Calculation Agent, and reconstituted on an annual
securities and an additional amount (which may be zero) 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.