PRIVATE OFFERING NOTICE
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Merrill Lynch & Co., Inc.
Accelerated Return Notes
Linked to the United States Dollar/European Union Euro Exchange Rate
due November , 2005
US$10 public offering price per security
Private Offering Notice
Summary Terms
The securities: Payment at maturity:
o There will be no payments prior to maturity and the o The amount an investor will receive at maturity will
securities may not be redeemed prior to maturity. be based upon the percentage change in the United States
dollar/European euro exchange rate (the "USD/EUR Exchange
o Senior unsecured debt securities of Merrill Lynch & Co., Rate"), a rate which expresses the number of United States
Inc. dollars which can be exchanged for one euro. If the USD/EUR
Exchange Rate has increased (i.e., if the euro has
o The Notes are designed for investors who want to appreciated in value against the United States dollar) over
participate in any appreciation in the value of the euro the term of the notes, at maturity an investor will receive
relative to the United States dollar over the term of the a payment per note equal to $10 plus triple the percentage
Notes. increase of the USD/EUR Exchange Rate, up to a maximum
payment expected to be between $11.20 and $11.40 per note.
o Expected settlement date: September , 2004. If the USD/EUR Exchange Rate has decreased (i.e., if the
euro has depreciated in value against the United States
o The securities are made available to each investor dollar) over the term of the notes, at maturity an investor
outside of the United States in a minimum initial will receive a payment per note based upon that percentage
investment of US$50,000 or such other amount, and decrease. As a result, at maturity, an investor may
subject to such other restrictions, as may be receive less and possibly significantly less than its
applicable to such investor under the private offering initial investment of $10 per note.
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.
This Notice and the Offering Document have been issued by Merrill Lynch & Co.,
Inc. (the "Company") for informational purposes 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-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 ("MLIB"), 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.
PRIVATE OFFERING NOTICE
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 and payable 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 the amount 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 26, 2004
This Notice supplements the Preliminary Prospectus Supplement, dated
August 26, 2004, and the Prospectus, dated November 26, 2003.