PRIVATE OFFERING NOTICE
[OBJECT OMITTED]
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Merrill Lynch Long Short Notes(SM)
Linked to the Select Sectors Long Short Index - Series VI
due October 2006
(the "Notes")
US$10 original public offering price per unit
Private Offering Notice
Summary Terms
The Notes:
o The Notes are designed for investors seeking exposure to o The Notes will not be listed on any securities exchange.
a leveraged long position in three equity sector indices
and a short position in two equity sector indices, as o The Notes will be senior unsecured debt securities of
described below. Merrill Lynch & Co., Inc., denominated and payable in
United States dollars, and part of a series entitled
o The Select Sectors Long Short Index - Series VI (the "Medium-Term Notes, Series C". The Notes will have the
"Composite Index") will reflect a leveraged long position CUSIP No. .
equal to 150% of the initial level of the Composite
Index, distributed initially on an equally weighted basis o The settlement date is expected to be June , 2005.
(i.e., 50% per index) over three equity sector indices
(collectively, the "Long Components"), and a short Payment on the maturity date:
position equal to 50% of the initial level of the
Composite Index, distributed initially on an equally o The amount an investor receives on the maturity date per
weighted basis (i.e., 25% per index) over two equity unit will be based upon the percentage change in the
sector indices (collectively, the "Short Components"). level of the Composite Index, which reflects the
The indices comprising the Long Components are: the percentage change in the value of the long position in
Consumer Staples Select Sector Index, the Health Care the Long Components and the short position in the Short
Select Sector Index and the Utilities Select Sector Components. If the level of the Composite Index declines
Index. The indices comprising the Short Components are: over the term of the Notes, an investor will receive
the Consumer Discretionary Select Sector Index and the less, and possibly significantly less, than the $10
Technology Select Sector Index. The Composite Index does original public offering price per unit.
not take into account the dividends paid on any of the
stocks included in either the Long Components or the Early redemption:
Short Components.
o If on any date before the seventh scheduled index
o Increases in the value of the Long Components will business day before the maturity date the closing level
increase the level of the Composite Index while of the Composite Index is equal to or less than 50% of
decreases in the value of the Long Components will its initial level, the Notes will be redeemed on the
decrease the level of the Composite Index. Conversely, fifth business day following that date. If redeemed, we
increases in the value of the Short Components will will pay an investor based on the percentage decrease in
decrease the level of the Composite Index and decreases the level of the Composite Index as described in the
in the value of the Short Components will increase the attached offering document.
level of the Composite Index.
o There will be no payments prior to the maturity date.
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.
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-8 to PS-11 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 June 2, 2005
This Notice supplements the Preliminary Pricing Supplement, dated June 2, 2005,
and the Prospectus Supplement and Prospectus, dated February 25, 2005.