PRIVATE OFFERING NOTICE [GRAPHIC OMITTED] 1,000,000 Units Merrill Lynch & Co., Inc. Strategic Return Notes(R) Linked to the Select Utility Index due September , 2009 (the "Notes") US$10 public offering price per unit Private Offering Notice Summary Terms The Notes: Payment at maturity or upon exchange: o Senior unsecured debt securities of o At maturity or upon exchange, you Merrill Lynch & Co., Inc. will receive a cash amount based o Exchangeable at your option for a upon the percentage change in the cash payment during a specified value of the Select Utility Index, period in September of each year which will reflect the total return from 2005 through 2008 as of twenty dividend-paying utility described in the accompanying stocks from the S&P Utility Sector, prospectus supplement. reconstituted quarterly, less an o There will not be payments prior to annual index adjustment factor of maturity unless exchanged and we 1.5%. cannot redeem the Notes prior to maturity. o At maturity or upon exchange,the o The Notes are designed for amount you will receive will depend investors who are seeking on the value of the Select Utility exposure to the Select Utility Index. The value of the Select Index (index symbol "UUO") and Utility Index must increase in who are willing to forego order for you to receive at least interest payments on the Notes in the original public offering price exchange for the ability to of $10 per Note at maturity or upon participate in changes in the exchange. If the value of the value of the Select Utility Index Select Utility Index has declined over the term of the Notes. or has not increased by more than o We have applied to have the Notes 1% over the term of the Notes, you listed on the American Stock will receive less, and possibly Exchange under the trading symbol significantly less, than the "UUY". If approval of this original public offering price of application is granted, the Notes $10 per Note. will be listed on the American Stock Exchange at that time. We make no representation, however, that the Notes will be listed on the American Stock Exchange or, if listed, will remain listed for the entire term of the Notes. o Expected settlement date: September , 2004. o The Notes are made available to each investor 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 an investor under the private offering rules of any jurisdiction outside of the United States. 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 person in the United Kingdom or any other person by any recipient without the express written consent of Merrill Lynch & Co., Inc. (the "Company"). The Notes are not being offered within the United Kingdom. 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 U.S. Accordingly, investors should consult their local tax advisor before making an investment in the Notes. 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 S-7 to S-10 of the Offering Document. PRIVATE OFFERING NOTICE Investors should also note the following: (a) The Notes 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 Notes and the income from them can fluctuate and may fall against the investor's interest and an investor may get back less than amount invested. (c) 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. (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 Notes. (e) Merrill Lynch, Pierce, Fenner & Smith Incorporated or one of its affiliates may be the only market maker, if any, in the Notes. (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 26, 2004 This Notice supplements the Preliminary Prospectus Supplement, dated August 26, 2004, and the Prospectus, dated November 26, 2003.