PRIVATE OFFERING NOTICE [LOGO OMITTED] 1,000,000 Units Merrill Lynch & Co., Inc. PROtected Covered Call EnhancED Income NotesSM Linked to the Select 30 PROCEEDS Index due August , 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 o Senior unsecured debt securities of that measures the performance of a Merrill Lynch & Co., Inc. strategy that allocates hypothetical o Linked to the value of the Select 30 funds among three index components: (i) PROCEEDS Index (the "Reference Index"). "Basket Units" representing the value of o Variable quarterly interest payments may hypothetical purchases of certain stocks be paid, depending upon the performance and sales of call options on those of the Basket Units described below. stocks in the "Select 30 Basket" using a o The securities will not be listed on any "covered-call" strategy, (ii) "Zero securities exchange. Coupon Bond Units" representing the o Expected settlement date: August , 2004. value of hypothetical zero coupon bonds o The securities are made available to and (iii) "Leverage Units" representing each investor outside of the United the cost of hypothetical borrowed funds States in a minimum initial investment which may increase allocations to the of US$50,000 or such other amount, and Basket Units. The Reference Index will subject to such other restrictions, as be rebalanced periodically pursuant to a may be applicable to such investor under formula described in the attached the private offering rules of any offering document. This rebalancing will jurisdiction outside of the United reflect changes in the performance of States. the Basket Units, prevailing interest rates and market conditions, all as more Payment at maturity: fully described in the attached offering document. The level of the Reference o On the maturity date, for each unit of Index will be reduced by certain fees, the securities an investor owns, Merrill deductions and charges. Lynch & Co., Inc. will pay an amount o The stocks in the Select 30 Basket will equal to the sum of the principal amount be reconstituted annually, first by of the securities and an additional identifying the 300 most liquid stocks amount (which may be zero) based on the in the S&P 500. From these stocks, at percentage increase, if any, in the least 100 will be identified which have level of the Reference Index. the highest rankings for earnings and dividends growth, as ranked by the S&P Common Stock Ranking System. These 100 or more stocks will then be divided according to their S&P Global Industry Classifications. Finally, each of the thirty stocks having the highest annualized volatility across the various classifications will be identified. o At maturity, an investor will receive no less than 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-10 to S-15 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 August 5, 2004 This Notice supplements the Preliminary Prospectus Supplement, dated August 5, 2004, and the Prospectus, dated November 26, 2003.