PRIVATE OFFERING NOTICE
[OBJECT OMITTED]
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Accelerated Return Bear Notes
Linked to the Performance of the PHLX Housing Sector IndexSM
due June 2007
(the "Notes")
US$10 original public offering price per unit
Private Offering Notice
Summary Terms
The Notes: Payment on the maturity date:
o The Notes are designed for investors who believe that o The amount you receive on the maturity date will be
the level of the PHLX Housing Sector Index (index symbol based upon the percentage change in the level of the PHLX
"HGX") will decrease over the term of the Notes and who are Housing Sector Index over the term of the Notes. On the
willing to risk losing up to $5.00 per unit if the level of maturity date, if the level of the Index:
the Index increases over the term of the Notes. Investors
must also be willing to forego interest payments on the o has decreased, you will receive a payment per unit
Notes prior to the maturity date and must be willing to equal to $10 plus an amount based upon triple the
accept a return that will not exceed the limit described in percentage decrease of the PHLX Housing Sector Index,
the attached offering document. up to a maximum payment expected to be between $13.70
and $15.00 per unit, as described in the attached
o There will be no payments prior to the maturity date,
offering document; or and we cannot redeem the Notes prior o has increased, you original investment will be reduced
to the maturity date. based upon that percentage increase. In no event,
however, will you receive less than $5.00 per unit.
o The Notes will not be listed on any securities exchange.
o The Notes 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 The Notes will be senior unsecured debt securities of
Merrill Lynch & Co., Inc., denominated and payable in
United States dollars, and part of a series entitled
"Medium-Term Notes, Series C". The Notes will have the
CUSIP No. .
o The settlement date for the Notes is expected to be
June , 2005.
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 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 Notes 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 Notes.
PRIVATE OFFERING NOTICE
This Notice and the Offering Document have been provided by the Company for
information only. Prospective investors should not treat the contents of this
Notice or the Offering Document 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 the risk factors set forth 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
Notes, has no place of business in the United Kingdom and is not regulated by
the Financial Services Authority. Therefore, with respect to any action taken
by MLPF&S, the regulatory regime governing an investor's rights will be
different than that of investors' rights in the United Kingdom, and the United
Kingdom rules for the protection of private investors and the United Kingdom
Financial Compensation Scheme will not apply to any business MLPF&S conducts
with or for United Kingdom investors.
Investors should also note the following:
(a) The Notes are denominated in United States dollars. Investors that
purchase the Notes 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 Notes 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 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 the Notes.
(e) MLPF&S 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 May 6, 2005
This Notice supplements the Preliminary Pricing
Supplement, dated May 6, 2005, and the
Prospectus Supplement and Prospectus, dated
February 25, 2005.