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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-132911

Subject to Completion

Preliminary Pricing Supplement dated August 17, 2006

 

PRICING SUPPLEMENT

(To MTN prospectus supplement,

general prospectus supplement

and prospectus, each dated March 31, 2006)

Pricing Supplement Number:

     LOGO   

              Units

Merrill Lynch & Co., Inc.

Medium-Term Notes, Series C

Accelerated Return Bear Market Notes

Linked to the PHLX Housing SectorSM Index

due June , 2007

(the “Notes”)

$10 original public offering price per unit

 


The Notes:

 

    The Notes are designed for investors who believe that the level of the PHLX Housing Sector Index (index symbol “HGX”) will decrease over the term of the Notes and who are willing to risk losing up to $5.00 per unit if the level of the Index increases over the term of the Notes. Investors must be willing to forego interest payments on the Notes prior to the maturity date and accept a return that will not exceed the limit described in this pricing supplement.

 

    There will be no payments prior to the maturity date and we cannot redeem the Notes prior to the maturity date.

 

    The Notes will not be listed on any securities exchange.

 

    The Notes will be senior unsecured debt securities of Merrill Lynch & Co., Inc. and part of a series entitled “Medium-Term Notes, Series C”. The Notes will have the CUSIP No.: .

 

    The settlement date for the Notes is expected to be September , 2006.

Payment on the maturity date:

 

    The amount you receive on the maturity date will be based upon the direction of and percentage change in the level of the PHLX Housing Sector Index over the term of the Notes:

 

    If the value of the PHLX Housing Sector Index has decreased, on the maturity date you will receive a payment per unit equal to $10.00 plus an amount equal to $10.00 multiplied by triple the percentage decrease of the PHLX Housing Sector Index, up to a maximum total payment which will be between $12.90 and $13.50 per unit, as described in this pricing supplement.

 

    If the value of the PHLX Housing Sector Index has increased, your original investment will be reduced based upon that percentage increase. In no event, however, will you receive less than $5.00 per unit.

Information included in this pricing supplement supersedes information in the accompanying MTN prospectus supplement, general prospectus supplement and prospectus to the extent that it is different from that information.

Investing in the Notes involves risks that are described in the “ Risk Factors” section beginning on page PS-7 of this pricing supplement and page S-3 of the accompanying MTN prospectus supplement.

 

     Per Unit    Total

Public offering price (1)

   $ 10.00    $  

Underwriting discount

   $ .10    $  

Proceeds, before expenses, to Merrill Lynch & Co., Inc.

   $ 9.90    $  

(1) The public offering price and the selling concession for any single transaction to purchase 100,000 units or more will be $9.95 per unit and $.05 per unit, respectively.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this pricing supplement or the accompanying MTN prospectus supplement, general prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 


Merrill Lynch & Co.

 


The date of this pricing supplement is August     , 2006.

“PHLX Housing SectorSM” and “HGXSM” are service marks of the Philadelphia Stock Exchange, Inc. and have been licensed for use by Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch & Co., Inc. is an authorized sublicensee.


Table of Contents

TABLE OF CONTENTS

Pricing Supplement

 

SUMMARY INFORMATION—Q&A

   PS-3

RISK FACTORS

   PS-7

DESCRIPTION OF THE NOTES

   PS-11

THE INDEX

   PS-16

UNITED STATES FEDERAL INCOME TAXATION

   PS-19

ERISA CONSIDERATIONS

   PS-22

USE OF PROCEEDS AND HEDGING

   PS-23

SUPPLEMENTAL PLAN OF DISTRIBUTION

   PS-23

EXPERTS

   PS-23

INDEX OF CERTAIN DEFINED TERMS

   PS-24

Medium-Term Notes, Series C Prospectus Supplement

(the “MTN prospectus supplement”)

 

RISK FACTORS

   S-3

DESCRIPTION OF THE NOTES

   S-4

UNITED STATES FEDERAL INCOME TAXATION

   S-22

PLAN OF DISTRIBUTION

   S-29

VALIDITY OF THE NOTES

   S-30

Debt Securities, Warrants, Preferred Stock,

Depositary Shares and Common Stock Prospectus Supplement

(the “general prospectus supplement”)

 

MERRILL LYNCH & CO., INC

   S-3

USE OF PROCEEDS

   S-3

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

   S-4

THE SECURITIES

   S-4

DESCRIPTION OF DEBT SECURITIES

   S-5

DESCRIPTION OF DEBT WARRANTS

   S-16

DESCRIPTION OF CURRENCY WARRANTS

   S-18

DESCRIPTION OF INDEX WARRANTS

   S-20

DESCRIPTION OF PREFERRED STOCK

   S-25

DESCRIPTION OF DEPOSITARY SHARES

   S-32

DESCRIPTION OF PREFERRED STOCK WARRANTS

   S-36

DESCRIPTION OF COMMON STOCK

   S-38

DESCRIPTION OF COMMON STOCK WARRANTS

   S-42

PLAN OF DISTRIBUTION

   S-44

WHERE YOU CAN FIND MORE INFORMATION

   S-45

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

   S-46

EXPERTS

   S-46

Prospectus

 

WHERE YOU CAN FIND MORE INFORMATION

   2

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

   2

EXPERTS

   2

 

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SUMMARY INFORMATION—Q&A

This summary includes questions and answers that highlight selected information from this pricing supplement and the accompanying MTN prospectus supplement, general prospectus supplement and prospectus to help you understand the Accelerated Return Bear Market Notes Linked to the PHLX Housing Sector Index due June , 2007 (the “Notes”). You should carefully read this pricing supplement, the accompanying MTN prospectus supplement, general prospectus supplement and prospectus to fully understand the terms of the Notes, the PHLX Housing Sector Index (the “Index”) and the tax and other considerations that are important to you in making a decision about whether to invest in the Notes. You should carefully review the “Risk Factors” section in this pricing supplement and the accompanying MTN prospectus supplement, which highlights certain risks associated with an investment in the Notes, to determine whether an investment in the Notes is appropriate for you.

References in this pricing supplement to “ML&Co.”, “we”, “us” and “our” are to Merrill Lynch & Co., Inc. and references to “MLPF&S” are to Merrill Lynch, Pierce, Fenner & Smith Incorporated.

What are the Notes?

The Notes will be part of a series of senior debt securities issued by ML&Co. entitled “Medium-Term Notes, Series C” and will not be secured by collateral. The Notes will rank equally with all of our other unsecured and unsubordinated debt. The Notes will mature on June , 2007. Depending on the date the Notes are priced for initial sale to the public (the “Pricing Date”), which may be any time in August or September, the settlement date may occur in August instead of September and the maturity date may occur in May instead of June. Any reference in this pricing supplement to the month in which the settlement date or maturity date will occur is subject to change as specified above. We cannot redeem the Notes at an earlier date. We will not make any payments on the Notes until the maturity date.

Each unit will represent a single Note with a $10 original public offering price. You may transfer the Notes only in whole units. You will not have the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the Notes in the form of a global certificate, which will be held by The Depository Trust Company, also known as DTC, or its nominee. Direct and indirect participants in DTC will record your ownership of the Notes. You should refer to the section entitled “Description of Debt Securities—Depositary” in the accompanying general prospectus supplement.

Are there any risks associated with my investment?

Yes, an investment in the Notes is subject to risks, including the risk of loss of some amount of principal. Please refer to the section entitled “Risk Factors” in this pricing supplement and the accompanying MTN prospectus supplement.

Who publishes the Index and what does the Index measure?

The Index is a modified capitalization-weighted index designed to measure the performance of twenty companies whose primary lines of business are directly associated with the United States housing construction market (the “Underlying Stocks”). The Index composition includes residential builders, suppliers of aggregate, lumber and other construction materials, manufactured housing and mortgage insurers. The Index (index symbol “HGX”) is published by the Philadelphia Stock Exchange (the “PHLX”) and was set to 250 on January 2, 2002. For a list of the Underlying Stocks and more information about the Index, please see the section entitled “The Index” in this pricing supplement.

An investment in the Notes does not entitle you to any dividends, voting rights or any other ownership interest in the Underlying Stocks.

How has the Index performed historically?

We have included a graph showing the historical month-end closing levels of the Index from July 2002 through July 2006, in the section entitled “The Index—Historical Data on the Index” in this pricing supplement. We have provided this historical information to help you evaluate the behavior of the Index in various economic environments; however, past performance of the Index is not necessarily indicative of how the Index will perform in the future.

What will I receive on the maturity date of the Notes?

On the maturity date, you will receive a cash payment per unit equal to the Redemption Amount.

 

 

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The “Redemption Amount” to which you will be entitled will depend on the direction of and percentage change in the level of the Index over the term of the Notes and will equal:

(i) If the Ending Value is greater than the Starting Value, the greater of:

 

(a)

   $5.00 per unit; or

(b)

   LOGO

(ii) If the Ending Value is equal to or less than the Starting Value:

LOGO

provided, however, the Redemption Amount will not exceed an amount which will be between $12.90 and $13.50 per unit (the “Capped Value”). The actual Capped Value will be determined on the Pricing Date and will be set forth in the final pricing supplement made available in connection with sales of the Notes.

The “Starting Value” will equal the closing level of the Index on the Pricing Date. The actual Starting Value will be set forth in the final pricing supplement made available in connection with sales of the Notes.

The “Ending Value” means the average of the levels of the Index at the close of the market on five business days shortly before the maturity date of the Notes. We may calculate the Ending Value by reference to fewer than five or even a single day’s closing level if, during the period shortly before the maturity date of the Notes, there is a disruption in the trading of a sufficient number of stocks included in the Index or certain futures or options contracts relating to the Index.

The opportunity to participate in the possible decreases in the level of the Index through an investment in the Notes is limited because the amount that you receive on the maturity date will never exceed the Capped Value, which will represent an appreciation of 29.00% to 35.00% over the $10 original public offering price per unit of the Notes, depending on the Capped Value. However, in the event that the level of the Index increases over the term of the Notes, the amount you receive on the maturity date will be proportionately less than the $10 original public offering price of the Notes. As a result, you may receive less than the $10 original public offering price per unit. In no event, however, will you receive less than $5.00 per unit.

For more specific information about the Redemption Amount, please see the section entitled “Description of the Notes” in this pricing supplement.

Will I receive interest payments on the Notes?

You will not receive any interest payments on the Notes, but you will receive the Redemption Amount on the maturity date. We have designed the Notes for investors who are willing to forego interest payments on the Notes, such as fixed or floating interest rates paid on traditional interest bearing debt securities, and willing to accept a return that will not exceed the Capped Value, in exchange for the ability to participate in changes in the level of the Index over the term of the Notes.

 

 

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Examples

Set forth below are three examples of Redemption Amount calculations, assuming a Capped Value of $13.20, the midpoint of the range of $12.90 and $13.50.

Example 1—The hypothetical Ending Value is 170% of the hypothetical Starting Value:

Hypothetical Starting Value: 193.43

Hypothetical Ending Value: 328.83

 

LOGO

Redemption Amount (per unit) = $5.00

   (The Redemption Amount cannot be less than $5.00.)                          

Example 2—The hypothetical Ending Value is 110% of the hypothetical Starting Value:

Hypothetical Starting Value: 193.43

Hypothetical Ending Value: 212.77

LOGO

Redemption Amount (per unit) = $9.00

Example 3—The hypothetical Ending Value is 95% of the hypothetical Starting Value:

Hypothetical Starting Value: 193.43

Hypothetical Ending Value: 183.76

LOGO

Redemption Amount (per unit) = $11.50

Example 4—The hypothetical Ending Value is 70% of the hypothetical Starting Value:

Hypothetical Starting Value: 193.43

Hypothetical Ending Value: 135.40

 

LOGO

Redemption Amount (per unit) = $13.20

   (The Redemption Amount cannot be greater than the Capped Value.)

What about taxes?

The United States federal income tax consequences of an investment in the Notes are complex and uncertain. By purchasing a Note, you and ML&Co. agree, in the absence of an administrative determination, judicial ruling or other authoritative guidance to the contrary, to characterize and treat a Note for all tax purposes as a pre-paid cash-settled forward contract linked to the level of the Index. Under this characterization and tax

 

 

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treatment of the Notes, you should be required to recognize gain or loss to the extent that you receive cash on the maturity date or upon a sale or exchange of a Note prior to the maturity date. You should review the discussion under the section entitled “United States Federal Income Taxation” in this pricing supplement.

Will the Notes be listed on a stock exchange?

The Notes will not be listed on any securities or futures exchange and we do not expect a trading market for the Notes to develop, which may affect the price that you receive for your Notes upon any sale prior to the maturity date. You should review the section entitled “Risk Factors—A trading market for the Notes is not expected to develop and if trading does develop, the market price you may receive or be quoted for your Notes on a date prior to the maturity date will be affected by this and other important factors including our costs of developing, hedging and distributing the Notes” in this pricing supplement.

What price can I expect to receive if I sell the Notes prior to the stated maturity date?

In determining the economic terms of the Notes, and consequently the potential return on the Notes to you, a number of factors are taken into account. Among these factors are certain costs associated with creating, hedging and offering the Notes. In structuring the economic terms of the Notes, we seek to provide investors with what we believe to be commercially reasonable terms and to provide MLPF&S with compensation for its services in developing the securities.

If you sell your Notes prior to the stated maturity date, you will receive a price determined by market conditions for the security. This price may be influenced by many factors, such as interest rates, volatility and the current level of the Index. In addition, the price, if any, at which you could sell your Notes in a secondary market transaction is expected to be affected by the factors that we considered in setting the economic terms of the Notes, namely the underwriting discount paid in respect of the Notes, and compensation for developing and hedging the product. Depending on the impact of these factors, you may receive significantly less than the principal amount of your Notes if sold before the stated maturity date.

In a situation where there had been no movement in the level of the Index and no changes in the market conditions from those existing on the date of this pricing supplement, the price, if any, at which you could sell your Notes in a secondary market transaction is expected to be lower than the original issue price. This is due to, among other things, our costs of developing, hedging and distributing the Notes. Any potential purchasers of your Notes in the secondary market are unlikely to consider these factors.

What is the role of MLPF&S?

Our subsidiary MLPF&S is the underwriter for the offering and sale of the Notes. After the initial offering, MLPF&S intends to buy and sell Notes to create a secondary market for holders of the Notes, and may stabilize or maintain the market price of the Notes during their initial distribution. However, MLPF&S will not be obligated to engage in any of these market activities or continue them once it has started.

MLPF&S will also be our agent for purposes of calculating, among other things, the Ending Value and the Redemption Amount (in such capacity, the “Calculation Agent”). Under certain circumstances, these duties could result in a conflict of interest between MLPF&S as our subsidiary and its responsibilities as Calculation Agent.

What is ML&Co.?

Merrill Lynch & Co., Inc. is a holding company with various subsidiaries and affiliated companies that provide investment, financing, insurance and related services on a global basis.

For information about ML&Co., see the section entitled “Merrill Lynch & Co., Inc.” in the accompanying general prospectus supplement. You should also read other documents ML&Co. has filed with the Securities and Exchange Commission, which you can find by referring to the sections entitled “Where You Can Find More Information” in the accompanying general prospectus supplement and prospectus.

 

 

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RISK FACTORS

Your investment in the Notes will involve risks. You should carefully consider the following discussion of risks and the discussion of risks included in the accompanying MTN prospectus supplement before deciding whether an investment in the Notes is suitable for you.

Your investment may result in a loss

We will not repay you a fixed amount of principal on the Notes on the maturity date. The Redemption Amount will depend on the direction of and percentage change in the level of the Index. Because the level of the Index is subject to market fluctuations, the Redemption Amount you receive may be less than the $10 original public offering price per unit of the Notes. If the Ending Value is greater than the Starting Value, the Redemption Amount will be less than the $10 original public offering price per unit of the Notes. As a result, you may receive less than the $10 original public offering price per unit. The amount you receive on the maturity date will, however, never be less than $5.00 per unit.

Your yield may be lower than the yield on other debt securities of comparable maturity

The yield that you will receive on your Notes, which could be negative, may be less than the return you could earn on other investments. Your yield may be less than the yield you would earn if you bought a traditional interest bearing debt security of ML&Co. with the same stated maturity date. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money. Unlike traditional interest bearing debt securities, the Notes do not guarantee the return of a principal amount on the maturity date.

You must rely on your own evaluation of the merits of an investment linked to the Index

In the ordinary course of their businesses, affiliates of ML&Co. from time to time express views on expected developments in the housing industry and the Underlying Stocks, and these views are sometimes communicated to clients. However, these views may vary over differing time-horizons and are subject to change. Moreover, other professionals who deal in equity markets may at any time have significantly different views from those of our affiliates. For reasons such as these, we believe that investors in securities relating to the housing industry should generally derive information concerning the housing industry from multiple sources. In connection with your purchase of the Notes, you should investigate the housing industry and the Underlying Stocks and not rely on views which may be expressed by our affiliates in the ordinary course of their businesses with respect to future movements in the housing industry. In addition, since the Notes are designed for investors with a bearish view of the housing industry, you should purchase the Notes only if you believe that the Index will, or is likely to, decline over the term of the Notes.

You should make such investigation as you deem appropriate as to the merits of an investment linked to the Index. Neither the offering of the Notes nor any views which may from time to time be expressed by our affiliates in the ordinary course of their businesses with respect to future index movements constitutes a recommendation as to the merits of an investment in the Notes.

Your return on the Notes is limited and will not reflect the return on an investment in the stocks included the Index

The opportunity to participate in the possible decreases in the level of the Index through an investment in the Notes is limited because the Redemption Amount will never exceed the Capped Value, which will represent an appreciation of between 29% and 35% over the $10 original public offering price per unit of the Notes.

If the value of the stocks included in the Index increase, this will result in a decrease in the value of the Notes, subject to the minimum payment that you are entitled to receive at maturity. If the value of the stocks included in the Index decrease, this will result in an increase in the value of the Notes, subject to the Capped Value of the Notes at maturity.

 

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A trading market for the Notes is not expected to develop and, if trading does develop, the market price you may receive or be quoted for your Notes on a date prior to the stated maturity date will be affected by this and other important factors including our costs of developing, hedging and distributing the Notes

The Notes will not be listed on any futures or securities exchange and we do not expect a trading market for the Notes to develop. Although our affiliate MLPF&S has indicated that it currently expects to bid for Notes offered for sale to it by holders of the Notes, it is not required to do so and may cease making those bids at any time. The limited trading market for your Notes may affect the price that you receive for your Notes if you do not wish to hold your investment until the maturity date.

If MLPF&S makes a market in the Notes, the price it quotes would reflect any changes in market conditions and other relevant factors. In addition, the price, if any, at which you could sell your Notes in a secondary market transaction is expected to be affected by the factors that we considered in setting the economic terms of the Notes, namely the underwriting discount paid in respect of the Notes and other costs associated with the Notes, and compensation for developing and hedging the product. This quoted price could be higher or lower than the principal amount. Furthermore, there is no assurance that MLPF&S or any other party will be willing to buy the Notes. MLPF&S is not obligated to make a market in the Notes.

Assuming there is no change in the level of the Index and no change in market conditions or any other relevant factors, the price, if any, at which MLPF&S or another purchaser might be willing to purchase your Notes in a secondary market transaction is expected to be lower than the principal amount. This is due to, among other things, the fact that the principal amount included, and secondary market prices are likely to exclude, underwriting discount paid with respect to, and the developing and hedging costs associated with, the Notes.

The Underlying Stocks are concentrated in one industry

All of the Underlying Stocks are issued by companies in the residential housing industry. As a result, because the Notes are linked to the Index, the performance of the Notes will be concentrated in one industry.

Many factors affect the trading value of the Notes; these factors interrelate in complex ways and the effect of any one factor may offset or magnify the effect of another factor

The trading value of the Notes will be affected by factors that interrelate in complex ways. The effect of one factor may offset the increase in the trading value of the Notes caused by another factor and the effect of one factor may exacerbate the decrease in the trading value of the Notes caused by another factor. For example, an increase in United States interest rates may offset some or all of any increase in the trading value of the Notes attributable to another factor, such as a decrease in the level of the Index. The following paragraphs describe the expected impact on the trading value of the Notes given a change in a specific factor, assuming all other conditions remain constant.

The level of the Index is expected to affect the trading value of the Notes. We expect that the trading value of the Notes will depend substantially on the amount, if any, by which the level of the Index is below or is not below the Starting Value. However, if you choose to sell your Notes when the level of the Index is below the Starting Value, you may receive substantially less than the amount that would be payable on the maturity date based on this value because of the expectation that the level of the Index will continue to fluctuate until the Ending Value is determined. In addition, because the payment on the maturity date on the Notes will not exceed the Capped Value, we do not expect that the Notes will trade in the secondary market above the Capped Value.

Changes in the levels of interest rates are expected to affect the trading value of the Notes. We expect that changes in interest rates will affect the trading value of the Notes. Generally, if United States interest rates increase, the value of outstanding debt securities tends to decline and, conversely, if United States interest rates decrease, the value of outstanding debt securities tends to increase. In addition, increases in United States interest rates may decrease the level of the Index, which would generally tend to increase the trading value of the Notes, and, conversely, decreases in United States interest rates may increase the level of the Index, which would generally tend to decrease the trading value of the Notes.

 

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Changes in the volatility of the Index is expected to affect the trading value of the Notes. Volatility is the term used to describe the size and frequency of price and/or market fluctuations. If the volatility of the Index increases or decreases, the trading value of the Notes may be adversely affected.

Changes in dividend yields on the stocks included in the Index are expected to affect the trading value of the Notes. In general, if dividend yields on the stocks included in the Index increase, we expect that the trading value of the Notes will increase and, conversely, if dividend yields on these stocks decrease, we expect that the trading value of the Notes will decrease.

As the time remaining to the stated maturity date of the Notes decreases, the “time premium” associated with the Notes is expected to decrease. We anticipate that before their stated maturity date, the Notes may trade at a value above that which would be expected based on the level of interest rates and the level of the Index. This difference will reflect a “time premium” due to expectations concerning the level of the Index during the period before the stated maturity date of the Notes. However, as the time remaining to the stated maturity date of the Notes decreases, we expect that this time premium will decrease, lowering the trading value of the Notes.

Changes in our credit ratings may affect the trading value of the Notes. Our credit ratings are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings may affect the trading value of the Notes. However, because the return on your Notes is dependent upon factors in addition to our ability to pay our obligations under the Notes, such as the percentage decrease, if any, in the level of the Index over the term of the Notes, an improvement in our credit ratings will not reduce the other investment risks related to the Notes.

In general, assuming all relevant factors are held constant, we expect that the effect on the trading value of the Notes of a given change in some of the factors listed above will be less if it occurs later in the term of the Notes than if it occurs earlier in the term of the Notes. We expect, however, that the effect on the trading value of the Notes of a given change in the level of the Index will be greater if it occurs later in the term of the Notes than if it occurs earlier in the term of the Notes.

Purchases and sales by us and our affiliates may affect your return

We and our affiliates may from time to time buy or sell the stocks included in the Index or futures or options contracts on the Index for our own accounts for business reasons and expect to enter into these transactions in connection with hedging our obligations under the Notes. These transactions could affect the price of these stocks and, in turn, the level of the Index in a manner that could be adverse to your investment in the Notes. Any purchases or sales by us, our affiliates or others on our behalf on or before the Pricing Date may temporarily increase or decrease the prices of the stocks included in the Index. Temporary increases or decreases in the market prices of these stocks may also occur as a result of the purchasing activities of other market participants. Consequently, the prices of these stocks may change subsequent to the Pricing Date, affecting the level of the Index and therefore the trading value of the Notes.

Potential conflicts of interest could arise

Our subsidiary MLPF&S is our agent for the purposes of calculating the Ending Value and the Redemption Amount. Under certain circumstances, MLPF&S as our subsidiary and its responsibilities as Calculation Agent for the Notes could give rise to conflicts of interest. These conflicts could occur, for instance, in connection with its determination as to whether the level of the Index can be calculated on a particular trading day, or in connection with judgments that it would be required to make in the event of a discontinuance or unavailability of the Index. See the sections entitled “Description of the Notes—Adjustments to the Index; Market Disruption Events” and “—Discontinuance of the Index” in this pricing supplement. MLPF&S is required to carry out its duties as Calculation Agent in good faith and using its reasonable judgment. However, because we control MLPF&S, potential conflicts of interest could arise.

We expect to enter into arrangements to hedge the market risks associated with our obligation to pay the Redemption Amount due on the maturity date on the Notes. We may seek competitive terms in entering into the hedging arrangements for the Notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliated companies. Such hedging activity is expected to result in a profit to those

 

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engaging in the hedging activity, which could be more or less than initially expected, but which could also result in a loss for the hedging counterparty.

ML&Co. or its affiliates may presently or from time to time engage in business with one or more of the companies included in the Index including extending loans to, or making equity investments in, those companies or providing advisory services to those companies, including merger and acquisition advisory services. In the course of business, ML&Co. or its affiliates may acquire non-public information relating to those companies and, in addition, one or more affiliates of ML&Co. may publish research reports about those companies. ML&Co. does not make any representation to any purchasers of the Notes regarding any matters whatsoever relating to the companies included in the Index. Any prospective purchaser of the Notes should undertake an independent investigation of the companies included in the Index as in its judgment is appropriate to make an informed decision regarding an investment in the Notes. The composition of those companies does not reflect any investment recommendations of ML&Co. or its affiliates.

Tax consequences are uncertain

You should consider the tax consequences of investing in the Notes, aspects of which are uncertain. See the section entitled “United States Federal Income Taxation” in this pricing supplement.

 

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DESCRIPTION OF THE NOTES

ML&Co. will issue the Notes as part of a series of senior debt securities entitled “Medium-Term Notes, Series C” under the 1983 Indenture, which is more fully described in the accompanying general prospectus supplement. The Notes will mature on June , 2007. Information included in this pricing supplement supersedes information in the accompanying MTN prospectus supplement, general prospectus supplement and prospectus to the extent that it is different from that information. The CUSIP number for the Notes is .

While on the maturity date a holder of a Note will receive an amount equal to the Redemption Amount, there will be no other payment of interest, periodic or otherwise. See the section entitled “—Payment on the Maturity Date” in this pricing supplement.

The Notes will not be subject to redemption by ML&Co. or repayment at the option of any holder of the Notes before the maturity date.

ML&Co. will issue the Notes in denominations of whole units each with a $10 original public offering price per unit. You may transfer the Notes only in whole units. You will not have the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the Notes in the form of a global certificate, which will be held by The Depository Trust Company, also known as DTC, or its nominee. Direct and indirect participants in DTC will record your ownership of the Notes. You should refer to the section entitled “Description of Debt Securities—Depositary” in the accompanying general prospectus supplement.

The Notes will not have the benefit of any sinking fund.

Payment on the Maturity Date

On the maturity date, you will be entitled to receive a cash payment per unit equal to the Redemption Amount, as provided below.

Determination of the Redemption Amount

The “Redemption Amount” per unit will be determined by the Calculation Agent and will equal:

(i) If the Ending Value is greater than the Starting Value, the greater of:

 

(a)

   $5.00 per unit; or

(b)

   LOGO

(ii) If the Ending Value is equal to or less than the Starting Value:

 

         LOGO

  

provided, however, the Redemption Amount will not exceed an amount which will be between $12.90 and $13.50 per unit (the “Capped Value”). The actual Capped Value will be determined on the date the Notes are priced for initial sale to the public (the “Pricing Date”) and will be set forth in the final pricing supplement made available in connection with sales of the Notes.

The “Starting Value” will equal the closing level of the PHLX Housing Sector Index (the “Index”) on the Pricing Date and will be set forth in the final pricing supplement made available in connection with sales of the Notes.

The “Ending Value” will be determined by the Calculation Agent and will equal the average of the closing levels of the Index determined on the five Calculation Days during the Calculation Period. If there are fewer than five Calculation Days during the Calculation Period, then the Ending Value will equal the average of the closing

 

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levels of the Index on those Calculation Days. If there is only one Calculation Day during the Calculation Period, then the Ending Value will equal the closing level of the Index on that Calculation Day. If no Calculation Days occur during the Calculation Period, then the Ending Value will equal the closing level of the Index (determined or, if not determinable, estimated by the Calculation Agent in a manner which it considers commercially reasonable under the circumstances) on the last scheduled Index Business Day (as defined below) in the Calculation Period, regardless of the occurrence of a Market Disruption Event (as described below under “—Adjustments to the Index; Market Disruption Events”) on that scheduled Index Business Day.

The “Calculation Period” means the period from and including the seventh scheduled Index Business Day before the maturity date to and including the second scheduled Index Business Day before the maturity date.

A “Calculation Day” means any Index Business Day during the Calculation Period on which a Market Disruption Event has not occurred.

An “Index Business Day” means a day on which the PHLX, New York Stock Exchange (the “NYSE”), the American Stock Exchange (the “AMEX”) and The Nasdaq Stock Market (the “Nasdaq”) are open for trading and the Index or any successor index is calculated and published.

All determinations made by the Calculation Agent, absent a determination of a manifest error, will be conclusive for all purposes and binding on ML&Co. and the holders and beneficial owners of the Notes.

 

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Hypothetical Returns

The following table illustrates, for the hypothetical Starting Value of 193.43 and a range of hypothetical Ending Values of the Index:

 

    the percentage change from the hypothetical Starting Value to the hypothetical Ending Value;

 

    the total amount payable on the maturity date per unit;

 

    the total rate of return to holders of the Notes;

 

    the pretax annualized rate of return to holders of the Notes; and

 

    the pretax annualized rate of return of an investment in the stocks included in the Index, which includes an assumed aggregate dividend yield of 1.542% per annum, as more fully described below.

The table below assumes a Capped Value of $13.20, the midpoint of the expected range of $12.90 and $13.50.

 

Hypothetical

Ending Value

  

Percentage change
from the hypothetical
Starting Value

to the hypothetical

Ending Value

   

Total amount

payable on the

maturity date

per unit

   

Total

rate of

return on

the Notes

   

Pretax

annualized

rate of

return on

the Notes(1)

   

Pretax

annualized rate

of return of the
stocks included
in the Index (1)(2)

 

96.72

   -50.00 %   13.20     32.00 %   40.79 %   -72.55 %

116.06

   -40.00 %   13.20     32.00 %   40.79 %   -56.27 %

135.40

   -30.00 %   13.20     32.00 %   40.79 %   -40.86 %

154.74

   -20.00 %   13.20 (4)   32.00 %   40.79 %   -26.16 %

174.09

   -10.00 %   13.00     30.00 %   38.34 %   -12.06 %

178.92

   -7.50 %   12.25     22.50 %   29.06 %   -8.61 %

183.76

   -5.00 %   11.50     15.00 %   19.59 %   -5.20 %

188.59

   -2.50 %   10.75     7.50 %   9.91 %   -1.81 %

193.43(3)

   0.00 %   10.00     0.00 %   0.00 %   1.54 %

203.10

   5.00 %   9.50     -5.00 %   -6.74 %   8.18 %

212.77

   10.00 %   9.00     -10.00 %   -13.60 %   14.70 %

232.12

   20.00 %   8.00     -20.00 %   -27.72 %   27.48 %

251.46

   30.00 %   7.00     -30.00 %   -42.43 %   39.90 %

270.80

   40.00 %   6.00     -40.00 %   -57.86 %   52.01 %

290.15

   50.00 %   5.00 (5)   -50.00 %   -74.17 %   63.84 %

(1) The annualized rates of return specified in this column are calculated on a semiannual bond equivalent basis and assume an investment term from August 14, 2006 to May 14, 2007, a term expected to be equal to that of the Notes.
(2) This rate of return assumes:
  (a) a percentage change in the aggregate price of the underlying stocks that equals the percentage change in the Index from the hypothetical Starting Value to the relevant hypothetical Ending Value;
  (b) a constant dividend yield of 1.542% per annum, paid quarterly from the date of initial delivery of the Notes, applied to the level of the Index at the end of each quarter assuming this value increases or decreases linearly from the hypothetical Starting Value to the applicable hypothetical Ending Value; and
  (c) no transaction fees or expenses.
(3) This is the hypothetical Starting Value, the closing level of the Index on August 11, 2006. The actual Starting Value will be determined on the Pricing Date and will be set forth in the final pricing supplement made available in connection with sales of the Notes.
(4) The total amount payable on the maturity date per unit of the Notes cannot exceed the Capped Value, which for purposes of calculating these hypothetical returns has been assumed to equal $13.20 (the midpoint of the range of $12.90 and $13.50).
(5) The Redemption Amount cannot be less than $5.00

The above figures are for purposes of illustration only. The actual amount received by you and the resulting total and pretax annualized rates of return will depend on the actual Starting Value, Ending Value, Capped Value and term of your investment.

 

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Adjustments to the Index; Market Disruption Events

If at any time PHLX makes a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index so that the Index does not, in the opinion of the Calculation Agent, fairly represent the level of the Index had those changes or modifications not been made, then, from and after that time, the Calculation Agent will, at the close of business in New York, New York, on each date that the closing level of the Index is to be calculated, make any adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a level of a stock index comparable to the Index as if those changes or modifications had not been made, and calculate the closing level with reference to the Index, as so adjusted. For example, if the method of calculating the Index is modified so that the level of the Index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust the Index in order to arrive at a level of the Index as if it had not been modified.

Market Disruption Event” means either of the following events as determined by the Calculation Agent:

 

  (A) the suspension of or material limitation on trading for more than two hours of trading, or during the one-half hour period preceding the close of trading, on the primary exchange on which the stock included in the Index trade as determined by the Calculation Agent (without taking into account any extended or after-hours trading session), in 20% or more of the stocks which then comprise the Index or any successor index; or

 

  (B) the suspension of or material limitation on trading for more than two hours of trading, or during the one-half hour period preceding the close of trading, on the primary exchange that trade options contracts or futures contracts related to the stocks included in the Index as determined by the Calculation Agent (without taking into account any extended or after-hours trading session), whether by reason of movements in price otherwise exceeding levels permitted by the relevant exchange or otherwise, in option contracts or futures contracts related to the Index, or any successor index.

For the purpose of determining whether a Market Disruption Event has occurred:

 

  (1) a limitation on the hours in a trading day and/or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange;

 

  (2) a decision to permanently discontinue trading in the relevant futures or options contracts related to the Index, or any successor index, will not constitute a Market Disruption Event;

 

  (3) a suspension in trading in a futures or options contract on the Index, or any successor index, by a major securities market by reason of (a) a price change violating limits set by that securities market, (b) an imbalance of orders relating to those contracts or (c) a disparity in bid and ask quotes relating to those contracts will constitute a suspension of or material limitation on trading in futures or options contracts related to the Index; and

 

  (4) a suspension of or material limitation on trading on the relevant exchange will not include any time when that exchange is closed for trading under ordinary circumstances.

 

  (5) for the purpose of clause (A) above, any limitations on trading during significant market fluctuations under NYSE Rule 80B, or any applicable rule or regulation enacted or promulgated by the NYSE or any other self regulatory organization or the Securities and Exchange Commission of similar scope as determined by the calculation agent, will be considered “material”.

The occurrence of a Market Disruption Event could affect the calculation of the payment you may receive on the maturity date. See the section entitled “—Payment on the Maturity Date” in this pricing supplement.

 

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Discontinuance of the Index

If PHLX discontinues publication of the Index and PHLX or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (a “successor index”), then, upon the Calculation Agent’s notification of that determination to the trustee and ML&Co., the Calculation Agent will substitute the successor index as calculated by PHLX or any other entity for the Index and calculate the Ending Value as described above under “—Payment on the Maturity Date”. Upon any selection by the Calculation Agent of a successor index, ML&Co. will cause notice to be given to holders of the Notes.

In the event that PHLX discontinues publication of the Index and:

 

    the Calculation Agent does not select a successor index; or

 

    the successor index is not published on any of the Calculation Days,

the Calculation Agent will compute a substitute level for the Index in accordance with the procedures last used to calculate the Index before any discontinuance. If a successor index is selected or the Calculation Agent calculates a level as a substitute for the Index as described below, the successor index or level will be used as a substitute for the Index for all purposes, including the purpose of determining whether a Market Disruption Event exists.

If PHLX discontinues publication of the Index before the Calculation Period and the Calculation Agent determines that no successor index is available at that time, then on each Business Day until the earlier to occur of:

 

    the determination of the Ending Value; and

 

    a determination by the Calculation Agent that a successor index is available,

the Calculation Agent will determine the value that would be used in computing the Redemption Amount as described in the preceding paragraph as if that day were a Calculation Day. The Calculation Agent will cause notice of each value to be published not less often than once each month in The Wall Street Journal or another newspaper of general circulation and arrange for information with respect to these values to be made available by telephone.

A “Business Day” is any day on which the PHLX, the NYSE, the AMEX and the Nasdaq are open for trading.

Notwithstanding these alternative arrangements, discontinuance of the publication of the Index may adversely affect trading in the Notes.

Events of Default and Acceleration

In case an Event of Default with respect to any Notes has occurred and is continuing, the amount payable to a holder of a Note upon any acceleration permitted by the Notes, with respect to each $10 original public offering price per unit, will be equal to the Redemption Amount, calculated as though the date of acceleration were the stated maturity date of the Notes.

In case of default in payment of the Notes, whether on the stated maturity date or upon acceleration, from and after that date the Notes will bear interest, payable upon demand of their holders, at the then current Federal Funds Rate, reset daily, determined as described in the accompanying MTN prospectus supplement, to the extent that payment of such interest shall be legally enforceable, on the unpaid amount due and payable on that date in accordance with the terms of the Notes to the date payment of that amount has been made or duly provided for.

 

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THE INDEX

All disclosure contained in this pricing supplement regarding the Index, including, without limitation, its make-up, method of calculation and changes in its components has been derived from publicly available information prepared by PHLX. ML&Co. and MLPF&S have not independently verified the accuracy or completeness of that information.

The Index is designed to measure the performance of twenty companies whose primary lines of business are directly associated with the United States housing construction market (the “Underlying Stocks”). The Index composition includes residential builders, suppliers of aggregate, lumber and other construction materials, manufactured housing and mortgage insurers. The Index (index symbol “HGX”) is published by the PHLX and was set to 250 on January 2, 2002. Options commenced trading on the Index on July 17, 2002. The Index is a modified capitalization-weighted index, which is intended to maintain as closely as possible the proportional capitalization distribution of the portfolio of stocks included in the Index, while limiting the maximum weight of a single stock or group of stocks to a predetermined maximum (normally 25% for a single stock, and 50% or more for an aggregation of all stocks weighing 5% or more). This rebalancing is accomplished by occasionally artificially reducing the capitalization of higher weighted stocks and redistributing the weight to lower weighted stocks. The net result is a weight distribution that is less skewed toward the larger stocks, but still does not approach equal weighting. The total capitalization of the portfolio remains the same. The following is a list of companies included in the Index and their trading symbols: American Standard Companies Inc. (ASD); Beazer Homes USA, Inc. (BZH); Centex Corporation (CTX); Champion Enterprises, Inc. (CHB); D.R. Horton, Inc. (DHI); Hovnanian Enterprises, Inc. (HOV); KB Home (KBH); Lennar Corporation (LEN); Masco Corporation (MAS); M.D.C. Holdings, Inc. (MDC); Meritage Homes Corporation (MTH); The PMI Group, Inc. (PMI); Pulte Homes, Inc. (PHM); Radian Group Inc. (RDN); The Ryland Group, Inc. (RYL); Standard Pacific Corp. (SPF); Temple-Inland, Inc. (TIN); Toll Brothers, Inc. (TOL); Vulcan Materials Company (VMC); and Weyerhaeuser Company (WY). We have provided a brief description of each of the companies included in the Index and their corresponding historical price information in Annex A of this pricing supplement.

The Index is rebalanced at least semi-annually for implementation at the end of each January and July option expiration if the modified capitalization of a single component or group of components exceeds the concentration thresholds discussed above as of the last trading day of the previous month. This rebalancing is based on the actual market capitalizations of the component stocks as determined by actual share amounts and closing prices on the last trading day of the previous month. The modified share value for each Underlying Stock comprising the Index remains fixed between rebalancings, except in the event of certain types of corporate actions such as stock splits, mergers, acquisitions, stock repurchases or any similar event with respect to an Underlying Stock resulting in a change in share value greater than 5% or more. When the Index is adjusted between rebalancings for these events, the modified share amount of the relevant Underlying Stock comprising the Index is adjusted, to the nearest whole share, to maintain the Underlying Stock’s relative weight in the Index immediately prior to the corporate action. In connection with any adjustments to the Index, the Index divisor may be adjusted to ensure that there are no changes to the level of the Index as a result of non-market forces.

The PHLX is under no obligation to continue the calculation and dissemination of the Index. The Notes are not sponsored, endorsed, sold or promoted by the PHLX. No inference should be drawn from the information contained in this pricing supplement that the PHLX makes any representation or warranty, implied or express, to ML&Co., the holder of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes in particular or the ability of the Notes to track general stock market performance. The PHLX has no obligation to take the needs of ML&Co. or the holder of the Notes into consideration in determining, composing or calculating the Index. The PHLX is not responsible for, and has not participated in the determination of the timing of, prices for, or quantities of, the Notes to be issued or in the determination or calculation of the equation by which the Notes are to be settled in cash. The PHLX has no obligation or liability in connection with the administration or marketing of the Notes.

None of ML&Co., the Calculation Agent and MLPF&S accepts any responsibility for the calculation, maintenance or publication of the Index or any successor index.

 

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Historical data on the Index

The following table sets forth the closing levels of the Index at the end of each month in the period from July 2002 through July 2006. This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the Notes may be. Any historical upward or downward trend in the level of the Index during any period set forth below is not an indication that the Index is more or less likely to increase or decrease at any time during the term of the Notes.

 

     2002      2003      2004      2005      2006

January

        110.04      176.68      234.30      268.71

February

        109.39      192.27      251.99      260.91

March

        107.47      200.32      239.27      266.08

April

        123.01      183.46      232.84      254.41

May

        139.04      185.85      252.60      227.24

June

        140.42      190.65      266.04      215.60

July

   124.74      142.10      183.21      287.78      198.03

August

   122.38      150.73      191.22      271.03     

September

   105.74      152.73      203.99      269.20     

October

   109.54      175.67      197.74      242.79     

November

   116.72      180.93      209.47      256.95     

December

   112.39      183.18      234.66      259.04     

The following graph sets forth the historical performance of the Index presented in the preceding table. Past movements of the Index are not necessarily indicative of the future performance of the Index.

LOGO

 

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License Agreement

The PHLX and MLPF&S have entered into a non-exclusive license agreement providing for the license to MLPF&S, in exchange for a fee, of the right to use the PHLX Housing SectorSM Index, which is owned and published by the PHLX, in connection with certain securities, including the Notes. ML&Co. is an authorized sublicensee of MLPF&S.

The license agreement between PHLX and MLPF&S provides that the following language must be stated in this pricing supplement:

“PHLX Housing SectorSM Index (HGXSM) (“Index”) is not sponsored, endorsed, sold or promoted by Philadelphia Stock Exchange, Inc. (“PHLX”). PHLX makes no representation or warranty, express or implied, to the owners of the Index or any member of the public regarding the advisability of investing in the Notes generally or in the Index particularly or the ability of the Index to track market performance. PHLX’s only relationship to ML&Co. is the licensing of certain names and marks and of the Index, which is determined, composed and calculated without regard to ML&Co. PHLX has no obligation to take the needs of the ML&Co. or the owners of the Index into consideration in determining, composing or calculating the Index. PHLX is not responsible for and has not participated in any determination or calculation made with respect to the issuance or redemption of the Index. PHLX has no obligation or liability in connection with the administration, purchase, sale, marketing, promotion or trading of the Index.

PHLX DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE PHLX HOUSING SECTORSM INDEX (HGXSM) (“INDEX”) OR ANY DATA INCLUDED THEREIN. PHLX MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ML&CO., OWNERS OF THE INDEX, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. PHLX MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL PHLX HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.”

 

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UNITED STATES FEDERAL INCOME TAXATION

Set forth in full below is the opinion of Sidley Austin LLP, counsel to ML&Co. (“Tax Counsel”). As the law applicable to the U.S. federal income taxation of instruments such as the Notes is technical and complex, the discussion below necessarily represents only a general summary. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change (including changes in effective dates) or possible differing interpretations. The discussion below supplements the discussion set forth under the section entitled “United States Federal Income Taxation” that is contained in the accompanying MTN prospectus supplement and supersedes that discussion to the extent that it contains information that is inconsistent with that contained in the accompanying MTN prospectus supplement. The discussion below deals only with Notes held as capital assets and does not purport to deal with persons in special tax situations, such as financial institutions, insurance companies, regulated investment companies, real estate investment trusts, tax-exempt entities or persons holding Notes in a tax-deferred or tax-advantaged account (except to the extent specifically discussed below), dealers in securities or currencies, traders in securities that elect to mark to market, persons subject to the alternative minimum tax, persons holding Notes as a hedge against currency risks, as a position in a “straddle” or as part of a “hedging”, “conversion” or “integrated” transaction for tax purposes, or persons whose functional currency is not the United States dollar. It also does not deal with holders other than original purchasers. If a partnership holds the Notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Thus, persons who are partners in a partnership holding the Notes should consult their own tax advisors. Moreover, all persons considering the purchase of the Notes should consult their own tax advisors concerning the application of United States federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the Notes arising under the laws of any other taxing jurisdiction.

As used herein, the term “U.S. Holder” means a beneficial owner of a Note that is for United States federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation or a partnership (including an entity treated as a corporation or a partnership for United States federal income tax purposes) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are adopted that provide otherwise), (iii) an estate the income of which is subject to United States federal income tax regardless of its source, (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (v) any other person whose income or gain in respect of a Note is effectively connected with the conduct of a United States trade or business. Certain trusts not described in clause (iv) above in existence on August 20, 1996, that elect to be treated as United States persons will also be U.S. Holders for purposes of the following discussion. As used herein, the term “non-U.S. Holder” means a beneficial owner of a Note that is not a U.S. Holder.

General

There are no statutory provisions, regulations, published rulings or judicial decisions addressing or involving the characterization and treatment, for United States federal income tax purposes, of the Notes or securities with terms substantially the same as the Notes. Accordingly, the proper United States federal income tax characterization and treatment of the Notes is uncertain. Pursuant to the terms of the Notes, ML&Co. and every holder of a Note agree (in the absence of an administrative determination, judicial ruling or other authoritative guidance to the contrary) to characterize and treat a Note for all tax purposes as a pre-paid cash-settled forward contract linked to the level of the Index. In the opinion of Tax Counsel, this characterization and tax treatment of the Notes, although not the only reasonable characterization and tax treatment, is based on reasonable interpretations of law currently in effect and, even if successfully challenged by the Internal Revenue Service (the “IRS”), will not result in the imposition of penalties. The characterization and tax treatment of the Notes described above is not, however, binding on the IRS or the courts. No statutory, judicial or administrative authority directly addresses the characterization and treatment of the Notes or instruments similar to the Notes for United States federal income tax purposes, and no ruling is being requested from the IRS with respect to the Notes.

Due to the absence of authorities that directly address instruments that are similar to the Notes, significant aspects of the United States federal income tax consequences of an investment in the Notes are not certain, and no assurance can be given that the IRS or the courts will agree with the characterization and tax treatment described above. Accordingly, prospective purchasers are urged to consult their own tax advisors regarding the United States

 

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federal income tax consequences of an investment in the Notes (including alternative characterizations and tax treatments of the Notes) and with respect to any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Unless otherwise stated, the following discussion is based on the assumption that the characterization and treatment described above is accepted for United States federal income tax purposes.

Tax Treatment of the Notes

Assuming the characterization and tax treatment of the Notes as set forth above, Tax Counsel believes that the following United States federal income tax consequences should result.

Tax Basis. A U.S. Holder’s tax basis in a Note will equal the amount paid by the U.S. Holder to acquire the Note.

Payment on the Maturity Date. Upon the receipt of cash on the maturity date of the Notes, a U.S. Holder will recognize gain or loss. The amount of that gain or loss will be the extent to which the amount of the cash received differs from the U.S. Holder’s tax basis in the Note. It is uncertain whether any such gain or loss would be treated as ordinary income or loss or capital gain or loss. Absent a future clarification in current law (by an administrative determination, judicial ruling or otherwise), where required, ML&Co. intends to report any such gain or loss to the IRS in a manner consistent with the treatment of that gain or loss as capital gain or loss. If any gain or loss is treated as capital gain or loss, then that gain or loss will generally be short-term capital gain or loss. The deductibility of capital losses is subject to certain limitations.

Sale or Exchange of the Notes. Upon a sale or exchange of a Note prior to the maturity date of the Notes, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or exchange and the U.S. Holder’s tax basis in the Note so sold or exchanged. Any such capital gain or loss will generally be short-term capital gain or loss. As discussed above, the deductibility of capital losses is subject to certain limitations.

Possible Alternative Tax Treatments of an Investment in the Notes

Due to the absence of authorities that directly address the proper characterization and tax treatment of the Notes, no assurance can be given that the IRS will accept, or that a court will uphold, the characterization and tax treatment of the Notes described above. In particular, the IRS could seek to analyze the United States federal income tax consequences of owning the Notes under Treasury regulations governing contingent payment debt instruments (the “CPDI Regulations”).

If the IRS were successful in asserting that the CPDI Regulations applied to the Notes, the timing and character of income thereon would be significantly affected. Among other things, a U.S. Holder would be required to accrue original issue discount on the Notes every year at a “comparable yield” for us, determined at the time of issuance of the Notes. Furthermore, any gain realized on the maturity date or upon a sale or other disposition of the Notes would generally be treated as ordinary income, and any loss realized on the maturity date or upon a sale or other disposition of the Notes would be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue discount and capital loss thereafter.

Even if the CPDI Regulations do not apply to the Notes, other alternative United States federal income tax characterizations or treatments of the Notes may also be possible, and if applied could also affect the timing and the character of the income or loss with respect to the Notes. Accordingly, prospective purchasers are urged to consult their tax advisors regarding the United States federal income tax consequences of an investment in the Notes.

Constructive Ownership Law

Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”), treats a taxpayer owning certain types of derivative positions in property as having “constructive ownership” of that property, with the result that all or a portion of any long-term capital gain recognized by that taxpayer with respect to the derivative position will be recharacterized as ordinary income. In its current form, Section 1260 of the Code does not apply to the

 

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Notes. If Section 1260 of the Code were to apply to the Notes in the future, however, the effect on a U.S. Holder of a Note would be to treat all or a portion of any long-term capital gain recognized by the U.S. Holder on the sale, exchange or maturity of a Note as ordinary income. In addition, Section 1260 of the Code would impose an interest charge on any gain that was recharacterized. U.S. Holders should consult their tax advisors regarding the potential application of Section 1260 of the Code, if any, to the purchase, ownership and disposition of a Note.

Unrelated Business Taxable Income

Section 511 of the Code generally imposes a tax, at regular corporate or trust income tax rates, on the “unrelated business taxable income” of certain tax-exempt organizations, including qualified pension and profit sharing plan trusts and individual retirement accounts. As discussed above, the U.S. federal income tax characterization and treatment of the Notes is uncertain. Nevertheless, in general, if the Notes are held for investment purposes, the amount of income or gain, if any, realized on the maturity date or upon a sale or exchange of a Note prior to the maturity date, or any income that would accrue to a holder of a Note if the Notes were characterized as contingent payment debt instruments (as discussed above), will not constitute unrelated business taxable income. However, if a Note constitutes debt-financed property (as defined in Section 514(b) of the Code) by reason of indebtedness incurred by a holder of a Note to purchase the Note, all or a portion of any income or gain realized with respect to such Note may be classified as unrelated business taxable income pursuant to Section 514 of the Code. Moreover, prospective investors in the Notes should be aware that whether or not any income or gain realized with respect to a Note which is owned by an organization that is generally exempt from U.S. federal income taxation pursuant to Section 501(a) of the Code constitutes unrelated business taxable income will depend upon the specific facts and circumstances applicable to such organization. Accordingly, any potential investors in the Notes that are generally exempt from U.S. federal income taxation pursuant to Section 501(a) of the Code are urged to consult with their own tax advisors concerning the U.S. federal income tax consequences to them of investing in the Notes.

Non-U.S. Holders

Based on the characterization and tax treatment of each Note as a pre-paid cash-settled forward contract linked to the level of the Index, in the case of a non-U.S. Holder, a payment made with respect to a Note on the maturity date will not be subject to United States withholding tax, provided that the non-U.S. Holder complies with applicable certification requirements and that the payment is not effectively connected with a United States trade or business of the non-U.S. Holder. Any capital gain realized upon the sale or other disposition of a Note by a non-U.S. Holder will generally not be subject to United States federal income tax if (i) that gain is not effectively connected with a United States trade or business of the non-U.S. Holder and (ii) in the case of an individual non-U.S. Holder, the individual is not present in the United States for 183 days or more in the taxable year of the sale or other disposition, or the gain is not attributable to a fixed place of business maintained by the individual in the United States, and the individual does not have a “tax home” (as defined for United States federal income tax purposes) in the United States.

As discussed above, alternative characterizations and treatments of the Notes for United States federal income tax purposes are possible. Should an alternative characterization and tax treatment of the Notes, by reason of a change or clarification of the law, by regulation or otherwise, cause payments with respect to the Notes to become subject to withholding tax, ML&Co. will withhold tax at the applicable statutory rate. Prospective non-U.S. Holders of the Notes should consult their own tax advisors in this regard.

Backup Withholding

A beneficial owner of a Note may be subject to backup withholding at the applicable statutory rate of United States federal income tax on certain amounts paid to the beneficial owner unless the beneficial owner provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with applicable requirements of the backup withholding rules.

Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against the beneficial owner’s United States federal income tax provided the required information is furnished to the IRS.

 

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ERISA CONSIDERATIONS

Each fiduciary of a pension, profit-sharing or other employee benefit plan (a “plan”) subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consider the fiduciary standards of ERISA in the context of the plan’s particular circumstances before authorizing an investment in the Notes. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the plan, and whether the investment would involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Section 406 of ERISA and Section 4975 of the Code prohibit plans, as well as individual retirement accounts and Keogh plans subject to Section 4975 of the Code (also “plans”) from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code (“parties in interest”) with respect to the plan or account. A violation of these prohibited transaction rules may result in civil penalties or other liabilities under ERISA and/or an excise tax under Section 4975 of the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption. Certain employee benefit plans and arrangements including those that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) (“non-ERISA arrangements”) are not subject to the requirements of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, foreign or other regulations, rules or laws (“similar laws”).

The acquisition of the Notes by a plan with respect to which we, MLPF&S or certain of our affiliates is or becomes a party in interest may constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code, unless those Notes are acquired pursuant to and in accordance with an applicable exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions, or “PTCEs”, that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of the Notes. These exemptions are:

 

  (1) PTCE 84-14, an exemption for certain transactions determined or effected by independent qualified professional asset managers;

 

  (2) PTCE 90-1, an exemption for certain transactions involving insurance company pooled separate accounts;

 

  (3) PTCE 91-38, an exemption for certain transactions involving bank collective investment funds;

 

  (4) PTCE 95-60, an exemption for transactions involving certain insurance company general accounts; and

 

  (5) PTCE 96-23, an exemption for plan asset transactions managed by in-house asset managers.

The Notes may not be purchased or held by (1) any plan, (2) any entity whose underlying assets include “plan assets” by reason of any plan’s investment in the entity (a “plan asset entity”) or (3) any person investing “plan assets” of any plan, unless in each case the purchaser or holder is eligible for the exemptive relief available under one or more of the PTCEs listed above or another applicable similar exemption. Any purchaser or holder of the Notes or any interest in the Notes will be deemed to have represented by its purchase and holding of the Notes that it either (1) is not a plan or a plan asset entity and is not purchasing those Notes on behalf of or with “plan assets” of any plan or plan asset entity or (2) with respect to the purchase or holding, is eligible for the exemptive relief available under any of the PTCEs listed above or another applicable exemption. In addition, any purchaser or holder of the Notes or any interest in the Notes which is a non-ERISA arrangement will be deemed to have represented by its purchase and holding of the Notes that its purchase and holding will not violate the provisions of any similar law.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is important that fiduciaries or other persons considering purchasing the Notes on behalf of or with “plan assets” of any plan, plan asset entity or non-ERISA arrangement consult with their counsel

 

PS-22


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regarding the availability of exemptive relief under any of the PTCEs listed above or any other applicable exemption, or the potential consequences of any purchase or holding under similar laws, as applicable.

USE OF PROCEEDS AND HEDGING

The net proceeds from the sale of the Notes will be used as described under “Use of Proceeds” in the accompanying general prospectus supplement and to hedge market risks of ML&Co. associated with its obligation to pay the Redemption Amount.

SUPPLEMENTAL PLAN OF DISTRIBUTION

MLPF&S has advised ML&Co. that it proposes initially to offer all or part of the Notes directly to the public on a fixed price basis at the offering prices set forth on the cover of this pricing supplement. After the initial public offering, the public offering prices may be changed. The obligations of MLPF&S are subject to certain conditions and it is committed to take and pay for all of the Notes if any are taken.

EXPERTS

The consolidated financial statements, the related financial statement schedule, and management’s report on the effectiveness of internal control over financial reporting incorporated in this pricing supplement by reference from Merrill Lynch & Co., Inc.’s Annual Report on Form 10-K for the year ended December 30, 2005 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited interim condensed consolidated financial information for the three-month periods ended March 31, 2006 and April 1, 2005, and the three-month and six-month periods ended June 30, 2006 and July 1, 2005 which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their reports included in Merrill Lynch & Co., Inc.’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 and incorporated by reference herein, they did not audit and they do not express an opinion on that unaudited interim condensed consolidated financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim condensed consolidated financial information because those reports are not “reports” or a “part” of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

 

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INDEX OF CERTAIN DEFINED TERMS

 

Business Day

   PS-15

Calculation Agent

   PS-6

Calculation Day

   PS-12

Calculation Period

   PS-12

Capped Value

   PS-4

Ending Value

   PS-4

Index

   PS-3

Index Business Day

   PS-12

Market Disruption Event

   PS-14

Notes

   PS-1

Pricing Date

   PS-3

Redemption Amount

   PS-4

Starting Value

   PS-4

successor index

   PS-15

Underlying Stocks

   PS-3

 

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ANNEX A

This annex contains tables which provide a brief synopsis of the business of each of the Underlying Stocks as well as the split-adjusted month-end closing market prices in U.S. dollars for each Underlying Stock in each month from January 2001 through July 2006 (or from the first month-end for which that data is available) as of August , 2006. The historical prices of the Underlying Stocks are not indicative of the future performance of the Underlying Stocks. The following information, with respect to the business of each company issuing an Underlying Stock, has been derived from publicly available documents published by that company. Because the common stock of each of those companies is registered under the Securities Exchange Act of 1934, those companies are required to file periodically financial and other information specified by the Securities Exchange Commission (the “SEC”). For more information about those companies, information provided to or filed with the SEC by those companies can be inspected at the SEC’s public reference facilities or accessed through the SEC’s web site at http://www.sec.gov.

AMERICAN STANDARD COMPANIES INC.

American Standard Companies Inc. is a global, diversified manufacturer of high-quality, brand-name products in three major business segments: air conditioning systems and services; bath and kitchen fixtures and fittings; and vehicle control systems.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   17.20   January   21.57   January   22.22   January   35.40   January   40.04   January   36.00
February   18.88   February   21.77   February   22.84   February   36.32   February   45.80   February   39.58
March   19.69   March   23.58   March   22.92   March   37.92   March   46.48   March   42.86
April   20.08   April   24.90   April   23.73   April   35.06   April   44.71   April   43.53
May   22.21   May   25.17   May   24.66   May   37.52   May   42.80   May   42.49
June   20.03   June   25.03   June   24.64   June   40.31   June   41.92   June   43.27
July   22.68   July   23.84   July   25.47   July   37.89   July   44.28   July   38.63
August   23.28   August   23.88   August   26.73   August   37.61   August   45.60    
September   18.33   September   21.21   September   28.08   September   38.91   September   46.55    
October   19.30   October   22.23   October   31.90   October   36.57   October   38.04    
November   21.17   November   24.83   November   33.23   November   38.94   November   38.08    
December   22.74   December   23.71   December   33.57   December   41.32   December   39.95    

 

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BEAZER HOMES USA, INC.

Beazer Homes USA, Inc. designs, builds and sells primarily single-family homes in various locations within the United States. Beazer also originates mortgages on behalf of its customers through its subsidiaries Beazer Mortgage Corporation or Beazer Mortgage, and provides title services to its customers in many of its markets.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   15.97   January   26.70   January   19.18   January   31.08   January   49.50   January   72.84
February   15.23   February   30.18   February   19.45   February   35.63   February   57.31   February   63.45
March   13.10   March   25.85   March   19.60   March   35.30   March   49.86   March   65.70
April   19.47   April   29.51   April   23.42   April   32.82   April   45.60   April   57.63
May   20.00   May   26.07   May   28.27   May   33.59   May   53.46   May   49.75
June   21.16   June   26.67   June   27.83   June   33.44   June   57.15   June   45.87
July   24.32   July   20.79   July   25.72   July   31.13   July   65.44   July   41.69
August   21.63   August   21.39   August   27.71   August   32.55   August   62.44    
September   16.20   September   20.35   September   28.13   September   35.63   September   58.67    
October   15.22   October   21.91   October   33.17   October   36.59   October   57.95    
November   22.33   November   21.26   November   35.57   November   41.33   November   69.97    
December   24.39   December   20.20   December   32.55   December   48.74   December   72.84    

CENTEX CORPORATION

Centex Corporation operates, through its subsidiary companies, in four principal business segments: home building, residential mortgage banking, commercial construction and development and sale of land.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   18.20   January   26.51   January   23.58   January   47.76   January   61.31   January   71.39
February   18.34   February   26.04   February   24.64   February   53.40   February   63.59   February   67.61
March   18.56   March   23.14   March   24.23   March   54.06   March   57.27   March   61.99
April   19.23   April   25.09   April   29.42   April   47.95   April   57.72   April   55.60
May   16.61   May   23.95   May   34.60   May   48.49   May   65.48   May   47.69
June   18.16   June   25.75   June   34.67   June   45.75   June   70.67   June   50.30
July   20.96   July   21.37   July   32.73   July   42.42   July   73.98   July   47.31
August   19.52   August   22.50   August   34.02   August   45.77   August   67.75    
September   15.03   September   19.76   September   35.12   September   50.46   September   64.58    
October   17.05   October   20.27   October   43.97   October   51.94   October   64.35    
November   20.14   November   22.43   November   49.34   November   52.47   November   71.85    
December   25.44   December   22.37   December   48.55   December   59.58   December   71.49    

 

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CHAMPION ENTERPRISES, INC.

Champion Enterprises, Inc. and its subsidiaries primarily produce and sell factory-built homes.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   7.05   January   12.36   January   2.95   January   6.68   January   10.79   January   13.71
February   5.50   February   8.83   February   2.06   February   10.65   February   10.35   February   15.52
March   5.15   March   8.00   March   1.84   March   10.60   March   9.40   March   14.96
April   8.05   April   8.30   April   2.42   April   10.89   April   9.44   April   15.26
May   10.62   May   8.02   May   3.55   May   9.35   May   9.73   May   11.90
June   11.38   June   5.62   June   5.18   June   9.18   June   9.94   June   11.04
July   10.90   July   4.02   July   6.49   July   9.73   July   12.06   July   6.63
August   10.50   August   2.68   August   7.25   August   9.63   August   13.33    
September   6.95   September   2.94   September   6.35   September   10.29   September   14.78    
October   8.81   October   2.32   October   7.10   October   10.89   October   13.88    
November   12.07   November   3.65   November   7.22   November   11.48   November   14.47    
December   12.31   December   2.85   December   7.00   December   11.82   December   13.62    

D.R. HORTON, INC.

D.R. Horton, Inc. constructs and sells single-family homes designed principally for first time homebuyers in metropolitan areas of the Mid-Atlantic, Midwest, Southeast, Southwest and West regions of the United States.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   7.07   January   12.48   January   9.55   January   21.08   January   29.84   January   37.32
February   6.85   February   13.30   February   9.16   February   23.84   February   32.82   February   34.11
March   7.05   March   12.57   March   9.60   March   26.57   March   29.24   March   33.22
April   8.07   April   12.90   April   11.85   April   21.60   April   30.50   April   30.02
May   6.87   May   12.26   May   13.15   May   21.68   May   34.57   May   26.36
June   7.57   June   13.02   June   14.05   June   21.30   June   37.61   June   23.82
July   9.18   July   11.10   July   14.08   July   20.72   July   41.08   July   21.43
August   8.41   August   10.38   August   15.56   August   23.21   August   36.92    
September   6.95   September   9.31   September   16.35   September   24.83   September   36.22    
October   7.45   October   9.64   October   19.90   October   22.50   October   30.69    
November   9.34   November   9.56   November   21.85   November   26.41   November   35.44    
December   10.82   December   8.68   December   21.63   December   30.23   December   35.73    

 

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HOVNANIAN ENTERPRISES, INC.

Hovnanian Enterprises, Inc. designs, constructs, markets and sells single-family detached homes, attached townhomes and condominiums, mid-rise and high-rise condominiums, urban infill and active adult homes in planned residential developments. Hovnanian currently offers homes for sale in 275 communities in 24 markets in 13 states throughout the United States.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   4.85   January   10.62   January   14.57   January   36.89   January   52.24   January   48.42
February   5.44   February   13.15   February   16.42   February   40.35   February   55.00   February   46.11
March   7.19   March   13.30   March   17.28   March   43.15   March   51.00   March   43.93
April   9.25   April   15.22   April   19.90   April   35.97   April   50.77   April   39.77
May   8.50   May   16.00   May   28.98   May   35.30   May   62.10   May   31.83
June   7.26   June   17.94   June   29.48   June   34.71   June   65.20   June   30.08
July   7.38   July   14.27   July   24.68   July   31.03   July   70.68   July   27.39
August   7.10   August   15.56   August   30.84   August   34.42   August   60.15    
September   5.77   September   16.90   September   32.19   September   40.10   September   51.20    
October   5.85   October   18.91   October   40.64   October   37.54   October   44.99    
November   6.91   November   16.70   November   46.13   November   40.27   November   49.84    
December   10.64   December   15.85   December   43.53   December   49.52   December   49.64    

KB HOME

KB Home is one of America’s leading homebuilders with domestic operations through the United States. Kaufman & Broad S.A., its publicly-traded subsidiary is one of the largest homebuilders in France based on revenues. KB also provides mortgage banking services to the majority of its domestic homebuyers through its wholly-owned subsidiary, KB Home Mortgage Company.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   16.01   January   21.53   January   22.36   January   33.77   January   54.33   January   76.20
February   13.98   February   21.83   February   23.45   February   36.18   February   62.40   February   67.03
March   16.32   March   21.70   March   22.73   March   40.40   March   58.73   March   64.98
April   15.11   April   24.93   April   24.64   April   34.47   April   57.00   April   61.57
May   12.71   May   25.77   May   31.25   May   32.94   May   67.54   May   51.20
June   15.09   June   25.76   June   30.99   June   34.32   June   76.23   June   45.85
July   16.30   July   23.11   July   28.31   July   32.03   July   81.91   July   42.52
August   16.19   August   23.98   August   28.61   August   34.39   August   74.20    
September   14.21   September   24.42   September   29.83   September   42.25   September   73.20    
October   14.78   October   23.60   October   34.25   October   41.13   October   65.35    
November   16.81   November   22.35   November   34.44   November   43.95   November   69.77    
December   20.05   December   21.43   December   36.26   December   52.20   December   72.66    

 

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LENNAR CORPORATION

Lennar Corporation is a homebuilder and is a provider of residential financial services. Lennar’s homebuilding operations include the sale and construction of single-family attached and detached homes, as well as the purchase, development and sale of residential land. The financial services operations provide mortgage financing, title insurance and closing services for Lennar homebuyers and others; acquire, package and resell residential mortgage loans and mortgage-backed securities, perform mortgage loan servicing activities and provide cable television and alarm monitoring services to residents of Lennar communities and others.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   16.74   January   25.22   January   24.50   January   44.10   January   56.47   January   62.56
February   16.15   February   25.12   February   24.56   February   49.45   February   60.82   February   59.86
March   18.13   March   24.00   March   24.36   March   54.03   March   56.68   March   60.38
April   19.91   April   25.27   April   27.12   April   46.85   April   51.47   April   54.93
May   16.83   May   24.89   May   33.53   May   45.90   May   58.01   May   47.91
June   18.97   June   27.84   June   35.75   June   44.72   June   63.45   June   44.37
July   20.88   July   23.09   July   32.60   July   42.68   July   67.27   July   44.73
August   20.27   August   24.02   August   33.63   August   45.80   August   62.10    
September   16.40   September   25.38   September   38.90   September   47.60   September   59.76    
October   16.50   October   25.10   October   45.93   October   44.98   October   55.58    
November   16.92   November   24.12   November   48.95   November   44.93   November   57.68    
December   21.30   December   23.47   December   48.00   December   56.68   December   61.02    

MASCO CORPORATION

Masco Corporation manufactures, sells and installs home improvement and building products, with emphasis on brand name products and services holding leadership positions in their markets. Masco is among the largest manufacturers in North America of brand name consumer products designed for the home improvement and new construction markets.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   24.00   January   26.76   January   18.19   January   26.66   January   36.80   January   29.65
February   23.37   February   28.07   February   18.38   February   28.04   February   33.72   February   31.19
March   24.14   March   27.45   March   18.62   March   30.44   March   34.67   March   32.49
April   23.00   April   28.10   April   21.07   April   28.01   April   31.49   April   31.90
May   23.36   May   26.66   May   24.60   May   28.95   May   32.02   May   31.02
June   24.96   June   27.11   June   23.85   June   31.18   June   31.76   June   29.64
July   25.21   July   24.20   July   24.37   July   30.24   July   33.91   July   26.73
August   25.82   August   24.16   August   24.79   August   32.13   August   30.68    
September   20.44   September   19.55   September   24.48   September   34.53   September   30.68    
October   19.83   October   20.56   October   27.50   October   34.26   October   28.50    
November   20.93   November   20.17   November   27.20   November   35.27   November   29.77    
December   24.50   December   21.05   December   27.41   December   36.53   December   30.19    

 

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M.D.C. HOLDINGS, INC.

M.D.C. Holdings, Inc.’s primary business is owning and managing subsidiary companies that sell and build homes under the name Richmond American Homes. M.D.C.’s financial services segment consists of HomeAmerican Mortgage Corporation, which originates mortgage loans primarily for its homebuyers, and American Home Insurance Agency, Inc., which offers third party insurance products to its homebuyers.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   18.13   January   25.51   January   25.11   January   43.81   January   72.80   January   63.45
February   20.66   February   27.90   February   23.87   February   49.25   February   79.62   February   61.29
March   22.74   March   27.46   March   24.40   March   54.15   March   69.65   March   64.31
April   24.86   April   32.10   April   29.31   April   47.53   April   65.38   April   57.78
May   18.22   May   28.30   May   34.82   May   49.48   May   72.21   May   54.15
June   20.46   June   33.06   June   33.76   June   48.93   June   82.25   June   51.93
July   24.24   July   26.45   July   34.80   July   51.65   July   85.42   July   43.63
August   17.63   August   25.56   August   35.73   August   52.96   August   76.38    
September   16.02   September   22.44   September   37.76   September   56.23   September   78.89    
October   15.41   October   23.87   October   47.08   October   59.04   October   68.60    
November   20.68   November   22.70   November   48.50   November   58.23   November   68.13    
December   24.02   December   24.32   December   45.10   December   66.49   December   61.98    

MERITAGE HOMES CORPORATION

Meritage Homes Corporation is a leading designer and builder of single-family homes in the southern and western United States, based on the number of home closings and revenue. Meritage focuses on providing a broad range of first-time, move-up, active adult and luxury homes to their targeted customer base. They are organized into six geographic regions and operate in one business segment, homebuilding.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   9.12   January   14.34   January   16.45   January   32.45   January   64.65   January   60.50
February   7.94   February   15.68   February   15.80   February   37.04   February   73.23   February   58.53
March   7.38   March   15.98   March   16.77   March   37.13   March   58.92   March   54.96
April   10.20   April   22.40   April   19.08   April   33.93   April   63.29   April   65.58
May   10.68   May   21.20   May   23.59   May   34.10   May   72.72   May   53.59
June   11.50   June   22.83   June   24.63   June   34.40   June   79.50   June   47.25
July   14.44   July   16.39   July   22.19   July   30.95   July   92.95   July   38.77
August   12.38   August   17.96   August   22.48   August   33.41   August   78.29    
September   9.25   September   17.73   September   23.63   September   39.30   September   76.66    
October   11.03   October   20.00   October   29.55   October   44.35   October   62.27    
November   11.17   November   16.55   November   31.58   November   46.80   November   66.47    
December   12.83   December   16.83   December   33.16   December   56.35   December   62.92    

 

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Table of Contents

THE PMI GROUP, INC.

The PMI Group, Inc. is an international provider of credit enhancement as well as other products that promote homeownership and facilitate mortgage transactions in the capital markets.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   28.25   January   35.28   January   28.75   January   38.62   January   39.77   January   43.23
February   28.01   February   35.43   February   27.10   February   39.60   February   40.25   February   43.30
March   32.49   March   37.88   March   25.55   March   37.36   March   38.01   March   45.92
April   32.15   April   40.56   April   30.82   April   43.03   April   35.16   April   46.15
May   34.90   May   42.80   May   30.66   May   43.17   May   37.80   May   45.50
June   36.33   June   38.20   June   26.84   June   43.52   June   38.98   June   44.58
July   34.50   July   35.52   July   33.13   July   41.23   July   40.95   July   42.46
August   32.60   August   33.90   August   35.38   August   41.53   August   40.46    
September   31.20   September   27.21   September   33.75   September   40.58   September   39.87    
October   27.73   October   29.80   October   38.23   October   38.82   October   39.88    
November   31.58   November   32.59   November   37.23   November   41.18   November   40.60    
December   33.51   December   30.04   December   37.23   December   41.75   December   41.07    

PULTE HOMES, INC.

Pulte Homes, Inc. is a publicly held holding company whose subsidiaries engage in the homebuilding and financial services businesses.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   8.63   January   11.79   January   12.50   January   21.57   January   33.04   January   39.90
February   8.59   February   12.99   February   12.71   February   26.38   February   39.01   February   38.41
March   10.10   March   11.96   March   12.54   March   27.80   March   36.82   March   38.42
April   11.70   April   13.30   April   14.50   April   24.59   April   35.73   April   37.35
May   10.10   May   13.56   May   16.40   May   26.38   May   38.23   May   32.47
June   10.66   June   14.37   June   15.42   June   26.02   June   42.13   June   28.79
July   10.38   July   11.98   July   15.28   July   27.32   July   46.81   July   28.50
August   9.46   August   11.94   August   16.64   August   29.48   August   43.10    
September   7.66   September   10.66   September   17.00   September   30.69   September   42.92    
October   8.13   October   11.48   October   21.63   October   27.44   October   37.79    
November   9.81   November   11.74   November   23.89   November   27.63   November   41.63    
December   11.17   December   11.97   December   23.41   December   31.90   December   39.36    

 

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Table of Contents

RADIAN GROUP INC.

Radian Group Inc. is a leading credit enhancement provider to the global financial and capital markets. Its subsidiaries provide products and services through three primary business lines: mortgage finance, financial guaranty and other financial services.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   31.07   January   44.90   January   36.90   January   46.56   January   47.94   January   57.23
February   30.93   February   46.67   February   34.87   February   43.70   February   48.33   February   56.75
March   33.88   March   49.08   March   33.38   March   42.60   March   47.74   March   60.25
April   38.75   April   51.90   April   39.70   April   46.51   April   44.43   April   62.72
May   42.45   May   54.30   May   40.27   May   46.00   May   45.88   May   61.12
June   40.45   June   48.85   June   36.65   June   47.90   June   47.22   June   61.78
July   40.02   July   45.80   July   46.81   July   46.02   July   51.58   July   61.53
August   40.11   August   43.46   August   47.59   August   44.30   August   51.18    
September   38.50   September   32.66   September   44.40   September   46.23   September   53.10    
October   33.87   October   35.27   October   52.90   October   47.93   October   52.10    
November   38.30   November   40.50   November   49.35   November   51.25   November   56.56    
December   42.95   December   37.15   December   48.75   December   53.24   December   58.59    

THE RYLAND GROUP INC.

The Ryland Group, Inc. is one of the nation’s largest homebuilders and a leading mortgage-finance company. In addition, Ryland Mortgage Company provides mortgage financing and related services. Ryland’s operations span all significant aspects of the home buying process from design, construction and sale to mortgage origination, title insurance, settlement, escrow and homeowners insurance brokerage services.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   11.52   January   19.58   January   19.82   January   38.13   January   64.87   January   72.36
February   10.07   February   22.33   February   20.65   February   42.86   February   69.55   February   69.75
March   10.38   March   22.55   March   21.60   March   44.42   March   62.02   March   69.40
April   11.88   April   27.50   April   27.12   April   39.48   April   61.40   April   63.11
May   11.33   May   27.00   May   32.55   May   39.80   May   68.50   May   49.21
June   12.65   June   24.88   June   34.70   June   39.10   June   75.87   June   43.57
July   15.62   July   20.45   July   32.45   July   38.71   July   80.80   July   40.85
August   13.45   August   21.33   August   33.58   August   44.08   August   72.36    
September   11.92   September   18.59   September   36.56   September   46.33   September   68.42    
October   13.38   October   20.80   October   44.45   October   47.70   October   67.30    
November   15.01   November   18.76   November   46.08   November   50.68   November   71.54    
December   18.30   December   16.68   December   44.32   December   57.54   December   72.13    

 

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Table of Contents

STANDARD PACIFIC CORP.

Standard Pacific Corp. a leading geographically diversified builder of single-family attached and detached homes.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   14.08   January   13.19   January   12.63   January   23.35   January   33.27   January   38.90
February   12.00   February   14.29   February   12.89   February   26.16   February   40.00   February   32.85
March   10.55   March   14.05   March   12.76   March   30.00   March   36.10   March   33.62
April   10.20   April   16.79   April   15.13   April   25.22   April   35.81   April   31.71
May   9.23   May   16.50   May   17.19   May   25.48   May   40.06   May   30.07
June   11.58   June   17.54   June   16.58   June   24.65   June   43.98   June   25.70
July   11.78   July   13.13   July   17.00   July   23.21   July   47.70   July   22.33
August   11.74   August   13.18   August   17.77   August   25.24   August   43.93    
September   9.76   September   11.69   September   18.95   September   28.19   September   41.51    
October   9.13   October   12.14   October   23.93   October   28.08   October   38.58    
November   10.60   November   12.75   November   24.97   November   28.01   November   37.69    
December   12.16   December   12.38   December   24.28   December   32.07   December   36.80    

TEMPLE-INLAND, INC.

Temple-Inland, Inc. is a holding company that, through its subsidiaries, operates three business segments: Corrugated Packaging, which is a vertically integrated corrugated packaging operation; Forest Products, which manages forest resources of approximately two million acres of timberland in Texas, Louisiana, Georgia, and Alabama, and manufactures a wide range of building products; and financial services in the areas of consumer and commercial banking, residential lending, real estate development and insurance agency.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   25.50   January   27.68   January   21.61   January   29.53   January   31.80   January   46.90
February   23.80   February   27.85   February   20.95   February   32.58   February   40.10   February   42.67
March   22.13   March   28.36   March   18.70   March   31.67   March   36.28   March   44.55
April   25.50   April   26.47   April   22.65   April   30.89   April   33.75   April   46.44
May   26.56   May   27.84   May   23.32   May   32.66   May   35.72   May   43.01
June   26.65   June   28.93   June   21.46   June   34.63   June   37.15   June   42.87
July   31.03   July   26.85   July   23.20   July   34.13   July   39.79   July   42.54
August   29.18   August   25.58   August   24.89   August   34.14   August   38.49    
September   23.75   September   19.32   September   24.28   September   33.58   September   40.85    
October   25.00   October   20.51   October   27.02   October   29.56   October   36.83    
November   28.57   November   24.53   November   28.27   November   29.80   November   41.87    
December   28.37   December   22.41   December   31.34   December   34.20   December   44.85    

 

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Table of Contents

TOLL BROTHERS, INC.

Toll Brothers, Inc. designs, builds, markets and arranges financing for single-family detached and attached homes in luxury residential communities.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   8.70   January   11.40   January   10.06   January   19.56   January   39.04   January   34.00
February   8.94   February   12.26   February   9.69   February   21.95   February   44.03   February   32.33
March   9.63   March   12.46   March   9.65   March   22.72   March   39.43   March   34.63
April   8.88   April   14.88   April   11.63   April   19.79   April   37.90   April   32.15
May   8.16   May   14.75   May   14.52   May   20.46   May   46.30   May   28.26
June   9.83   June   14.65   June   14.16   June   21.16   June   50.78   June   25.57
July   9.88   July   11.43   July   13.25   July   19.87   July   55.42   July   25.57
August   9.20   August   12.50   August   14.86   August   22.20   August   48.05    
September   7.42   September   10.87   September   15.21   September   23.17   September   44.67    
October   7.79   October   10.24   October   18.42   October   23.18   October   36.91    
November   9.06   November   10.49   November   20.71   November   25.69   November   34.40    
December   10.98   December   10.10   December   19.88   December   34.31   December   34.64    

VULCAN MATERIALS COMPANY

Vulcan Materials Company and its subsidiaries are principally engaged in the production, distribution and sale of construction materials and chloralkali and other industrial chemicals. Vulcan is the nation’s largest producer of construction aggregates, a major producer of asphalt and ready-mixed concrete, and a significant chemicals producer, producing chloralkali and other industrial chemicals.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   45.48   January   46.40   January   34.05   January   47.70   January   56.48   January   71.88
February   42.33   February   48.33   February   31.70   February   47.30   February   57.86   February   79.00
March   46.83   March   47.54   March   30.23   March   47.44   March   56.83   March   86.65
April   46.23   April   46.02   April   34.97   April   46.24   April   53.04   April   84.96
May   54.08   May   47.83   May   36.64   May   44.76   May   59.93   May   78.05
June   53.75   June   43.80   June   37.07   June   47.55   June   64.99   June   78.00
July   49.05   July   40.44   July   40.22   July   47.62   July   70.24   July   66.97
August   48.01   August   39.02   August   41.41   August   47.67   August   71.85    
September   43.20   September   36.16   September   39.91   September   50.95   September   74.21    
October   41.57   October   33.56   October   44.31   October   49.78   October   65.00    
November   46.25   November   37.74   November   44.47   November   51.85   November   66.70    
December   47.94   December   37.50   December   47.57   December   54.61   December   67.75    

 

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Table of Contents

WEYERHAEUSER COMPANY

Weyerhaeuser Company is principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, real estate development and construction, and other real estate related activities.

 

2001   Closing
Price
  2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
January   52.50   January   58.32   January   48.05   January   61.46   January   62.40   January   69.76
February   53.74   February   61.82   February   49.85   February   65.25   February   66.93   February   68.29
March   50.79   March   62.86   March   47.83   March   65.50   March   68.50   March   72.43
April   56.53   April   59.61   April   49.59   April   59.20   April   68.61   April   70.47
May   57.21   May   65.50   May   50.38   May   60.48   May   64.15   May   63.96
June   54.97   June   63.85   June   54.00   June   63.12   June   63.65   June   62.25
July   59.73   July   58.75   July   56.29   July   62.00   July   68.98   July   58.66
August   56.75   August   54.51   August   59.50   August   62.51   August   65.02    
September   48.71   September   43.77   September   58.45   September   66.48   September   68.75    
October   49.91   October   45.30   October   60.23   October   62.64   October   63.34    
November   52.85   November   52.60   November   57.00   November   66.00   November   66.31    
December   54.08   December   49.21   December   64.00   December   67.22   December   66.34    

 

A-11


Table of Contents

LOGO

                            Units

Merrill Lynch & Co., Inc.

Medium-Term Notes, Series C

Accelerated Return Bear Market Notes

Linked to the PHLX Housing SectorSM Index

due June     , 2007

(the “Notes”)

$10 original public offering price per unit

 


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Merrill Lynch & Co.

August     , 2006