PRIVATE OFFERING NOTICE
[OBJECT OMITTED]
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
97% Protected Notes
Linked to the Performance of the Nikkei 225 Index
due January 2010
US$10 principal amount per security
Private Offering Notice
Summary Terms
The Securities: Payment at maturity:
o Minimum repayment will not be less than 97% o The amount an investor receives at maturity will
of the $10 original public offering price per be based upon the percentage change in the level
security. of the Nikkei 225 Index over the term of the
o No payments prior to maturity and the securities. At maturity, an investor will
securities may not be redeemed prior to maturity. receive a payment per security equal to the sum
o Senior unsecured debt securities of Merrill of $9.70 per security and an additional amount,
Lynch & Co., Inc., denominated and payable in which may be zero, based on the percentage
United States dollars, part of a series entitled increase, if any, in the level of the Nikkei 225
"Medium-Term Notes, Series C". Index multiplied by a participation rate
o The securities are designed for investors expected to be between 100% and 115%, as
who are seeking exposure to the Nikkei 225 Index described in the attached offering document. If
(index symbol "NKY"), willing to forego interest the level of the Nikkei 225 Index decreases or
payments on the securities and willing to risk has not increased sufficiently, at maturity an
losing up to $.30 per security if the value of the investor will receive less than the $10 original
Nikkei 225 Index declines or does not increase public offering price per security, which would
sufficiently over the term of the securities. result in a loss. The level of the Nikkei 225
o The securities are made available to each Index must increase by a percentage expected to
investor outside of the United States in a minimum be between 2.61% and 3.00%, depending on the
initial investment of US$50,000 or such other actual participation rate, in order for an
amount, and subject to such other restrictions, as investor to receive at least the $10 original
may be applicable to such investor under the public offering price per security. In no
private offering rules of any jurisdiction outside event, however, will an investor receive less
of the United States. than $9.70 per security.
o Expected settlement date: November , 2004.
o CUSIP No.:
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 Merrill Lynch & Co., Inc. (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 United States.
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 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 PS-7 to PS-10 and pages S-3 to S-4 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 a
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 United States 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 or she 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 October 28, 2004
This Notice supplements the Preliminary Pricing Supplement, dated October 28,
2004, and the Prospectus Supplement and Prospectus, dated November 26, 2003.