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PRIVATE OFFERING NOTICE
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[MERRILL LYNCH LOGO OMITTED]
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
United States Dollar/Custom Currencies Basket Notes
due July , 2006
US$10 original public offering price per unit
Private Offering Notice
Summary Terms
The securities: Payment at maturity:
o Minimum repayment will not be less than 97% of the $10 o The amount an investor receives at maturity will be based
original public offering price per unit. upon the percentage change in the value of the United
o There will be no payments prior to the maturity date States Dollar/Custom Currencies Basket over the term of
and we cannot redeem the securities prior to the the securities multiplied by a participation rate expected
maturity date. to equal 100%, up to a maximum payment equal to $11.20
o Senior unsecured debt securities of Merrill Lynch & Co., per unit (the "Capped Value"). If the value of the
Inc., denominated and payable in United States dollars, part United States Dollar/Custom Currencies Basket decreases
of a series entitled "Medium-Term Notes, Series C". or does not increase sufficiently, on the maturity date
o The securities are designed for investors who believe that an investor will receive less than the $10 original
the value of the United States dollar relative to the New public offering price per unit, which may result in a
Zealand dollar, the Australian dollar and the British pound loss in some of an investor's investment. In no event,
will appreciate over the term of the securities, who are however, will an investor receive less than $9.70 per
willing to accept a return that will not exceed the limit unit. The value ofthe Basket must increase by 3.0% in
described in this pricing supplement and who are willing to order for an investor to receive at least the $10
risk losing up to $.30 per unit of their investment over the original public offering price per unit.
term of the Notes.
o The securities are made available to each investor outside
of the United States in a minimum initial investment of
US$50,000 or any other amount, and subject to any other
restrictions, as may be applicable to an investor under the
private offering rules of any jurisdiction outside of the
United States.
o Expected settlement date: January , 2005.
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.
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PRIVATE OFFERING NOTICE
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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 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 December 8, 2004
This Notice supplements the Preliminary Pricing Supplement, dated December 8,
2004, and the Prospectus Supplement and Prospectus, dated November 26, 2003.