Subject to Completion

Preliminary Term Sheet dated November 6, 2007

 

Filed Pursuant to Rule 433   

Registration No. 333-132911

 

                 Units   Expected Pricing Date*   November        ,    2007
STrategic Accelerated Redemption SecuritiesSM (the “Notes”)   Settlement Date*            December        ,    2007
Linked to the Dow Jones-AIG Commodity IndexSM   Maturity Date*                December        ,    2009
Due December     , 2009   CUSIP No.  
$10 principal amount per unit    
Term Sheet No.    

 

Merrill Lynch & Co., Inc.
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•       The Notes will be called at an amount equal to the $ 10 principal amount per unit plus the Call Premium of 8.00% to 12.00% per annum if the closing level of the Dow Jones- AIG Commodity IndexSM Index on any observation date is equal to or greater than 100% of its starting value

 

•       A maturity of approximately 2 years

 

•       1-to-1 downside exposure to decreases in the level of the Dow Jones-AIG Commodity IndexSM in excess of a Threshold Level with up to 90% of the principal amount at risk if the Notes are not called prior to maturity

 

•       No periodic interest payments

 

•       No listing on any securities exchange

 

The Notes will have the terms specified in this term sheet as supplemented by the documents indicated herein under “Additional Terms of the Notes” (together the “Note Prospectus”). Investing in the Notes involves a number of risks. See “ Risk Factors” on page TS-6 of this term sheet and beginning on page PS-4 of product supplement STR-2.

In connection with this offering, each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and its broker-dealer affiliate First Republic Securities Company, LLC is acting in its capacity as a principal.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Note Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

     Per Unit    Total                
Public offering price (1)    $10.00      $
Underwriting discount (1)    $.20      $
Proceeds, before expenses, to Merrill Lynch & Co., Inc.    $9.80      $

 

  (1) The public offering price and underwriting discount for any purchase of 500,000 or more units in a single transaction by an individual investor will be $9.95 per unit and $.15 per unit, respectively.

*Depending on the date the Notes are priced for initial sale to the public (the “Pricing Date”), which may be in November or December, the settlement date may occur in November or December, the maturity date may occur in November or December and the observation dates may be adjusted accordingly. Any reference in this term sheet to the month in which the settlement date, maturity date or observation dates will occur is subject to change as specified above.

“STrategic Accelerated Redemption Securities” is a service mark of Merrill Lynch & Co., Inc.

“Dow Jones,” “AIG” and “Dow Jones-AIG Commodity IndexSM” and “DJ-AIGCISM” are service marks of Dow Jones & Company, Inc. and American International Group, Inc. and have been licensed for use for certain purposes by Merrill Lynch, Pierce, Fenner & Smith Incorporated. Merrill Lynch & Co., Inc. is an authorized sublicensee. The Notes are not sponsored, endorsed, sold or promoted by Dow Jones, AIG International Inc. or American International Group, Inc., and none of Dow Jones, AIG International Inc. or American International Group, Inc. makes any representation regarding the advisability of investing in the Notes.

Merrill Lynch & Co.

November     , 2007

 


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Summary

The STrategic Accelerated Redemption Securities Linked to the Dow Jones-AIG Commodity IndexSM due December     , 2009 (the “Notes”) are senior, unsecured debt securities of Merrill Lynch & Co., Inc. (“ML&Co.”) that provide for an automatic call of the Notes if the closing level of the Dow Jones-AIG Commodity IndexSM (the “Index”) on any Observation Date is greater than or equal to the Starting Value of the Index, as determined on the Pricing Date. If the Notes are called on any Observation Date, you will receive an amount per unit (the “Call Amount”) equal the $10 original public offering price of the Notes plus the applicable Call Premium. If your Notes are not called, the amount you receive on the maturity date (the “Redemption Amount”) will not be greater than the original public offering price per unit and will be based on the direction of and percentage change in the level of the Index from the Starting Value of the Index, as determined on the Pricing Date, to the Ending Value, as determined on the final Observation Date. Investors must be willing to forego interest payments on the Notes and be willing to accept a repayment that may be less, and potentially significantly less, than the original public offering price of the Notes. Investors also must be prepared to have their Notes called by us on any possible Observation Date.

 

Terms of the Notes    Determining Payment for the Notes

 

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Automatic Call Provision:

 

The Notes will be automatically called on the fifth Business Day following an

Observation Date if the closing level of the Index on such Observation Date is

greater than or equal to the applicable Call Level. If the Notes are called, you will

receive the Call Amount per unit applicable to such Observation Date which is

equal to the $10 Original Public Offering Price plus the Call Premium.

 

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Payment at Maturity:

 

If the Notes are not called prior to the maturity date, the “Redemption Amount”

per unit, denominated in U.S. dollars, will be determined by the Calculation

Agent and will be based on the percentage change in the level of the Index from

the Starting Value to the Ending Value:

 

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STrategic Accelerated Redemption SecuritiesSM   TS-2


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Hypothetical Payments

Set forth below are five hypothetical examples of payment calculations assuming:

1) a hypothetical Starting Value of 182.53, the closing level of the Index on November 1, 2007;

2) a hypothetical Threshold Level of 164.28 (90% of the hypothetical Starting Value);

3) a term of the Notes from November 8, 2007 to November 9, 2009, a term expected to be approximately equal to that of the Notes;

4) a Call Premium of 10.00% of the $10 Original Public Offering Price per unit per annum, the midpoint of the range of 8.00% and 12.00%; and

5) hypothetical Observation Dates occurring on November 10, 2008, May 8, 2009 and November 2, 2009. The actual Observation Dates will occur approximately every six months beginning with the first Observation Date which will occur approximately one year after the Settlement Date.

Examples

The Notes are Called on one of the Observation Dates

The Notes have not been previously called and the hypothetical closing level of the Index on the relevant Observation Date is equal to or greater than the Call Level. Consequently the Notes will be called at the Call Amount per unit equal to $10.00 plus the applicable Call Premium.

Example 1

If the call is related to the Observation Date that falls on November 10, 2008, the Call Amount per Unit will be:

$10.00 plus the Call Premium of $1.00 = $11.00 per Note.

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Example 2

If the call is related to the Observation Date that falls on May 8, 2009, the Call Amount per Unit will be:

$10.00 plus the Call Premium of $1.50 = $11.50 per Note.

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Example 3

If the call is related to the Observation Date that falls on November 2, 2009, the Call Amount per Unit will be:

$10.00 plus the Call Premium of $2.00 = $12.00 per Note.

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The Notes are not Called on any of the Observation Dates

Example 4

The Notes are not called on any of the Observation Dates and the hypothetical Ending Value of the Index on the last Observation Date is not less than the hypothetical Threshold Level of 164.28 (90% of the hypothetical Starting Value). The Redemption Amount received at maturity per Note will therefore be $10.00

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STrategic Accelerated Redemption SecuritiesSM   TS-4


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Example 5

The Notes are not called on any of the Observation Dates and the hypothetical Ending Value of the Index on the last Observation Date is less than the hypothetical Threshold Level of 164.28 (90% of the hypothetical Starting Value). The Redemption Amount you will receive at maturity will be less, and possibly significantly less, than the original $10.00 public offering price per Note.

If the Ending Value is 151.81, or 83.17% of the Starting Value, the payment at maturity will be:

$10 + [$10 x (151.81 – 164.28) / 182.53] = $9.32 per Note

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Summary of the Hypothetical Examples

 

Notes are Called on an Observation Date

   Observation Date on
November 10, 2008
    Observation Date
on May 8, 2009
    Observation Date on
November 2, 2009
 

Hypothetical Starting Value

   182.53     182.53     182.53  

Call Level:

   182.53     182.53     182.53  

Hypothetical closing value of the Index on the Observation Date

   209.05     197.77     187.88  

Call Amount per Unit

   $11.00     $11.50     $12.00  

Return of the Index (excluding any dividends)

   14.53 %   8.35 %   2.93 %

Return of the Notes

   10.00 %   15.00 %   20.00 %

 

Notes are Not Called on any Observation Date

   Ending Value exceeds
the Threshold Level
    Ending Value does not exceed
the Threshold Level
 

Hypothetical Starting Value

   182.53     182.53  

Hypothetical Ending Value

   174.50     151.81  

Hypothetical Threshold Level

   164.28     164.28  

Is the hypothetical Ending Value less than the Threshold Level?

   No     Yes  

Return of the Index (excluding any dividends)

   -4.40 %   -16.83 %

Return of the Notes

   0.00 %   -6.83 %

Redemption Amount per Unit

   $10.00     $9.32  

 

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Risk Factors

An investment in the Notes involves significant risks. The following is a list of certain of the risks involved in investing in the Notes. You should carefully review the more detailed explanation of risks relating to the Notes in the “Risk Factors” sections included in the product supplement and MTN prospectus supplement identified below under “Additional Terms of the Notes”. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

 

  Ÿ  

You will not receive a return on your Notes if the Notes are not called prior to maturity. In such event, your investment also may result in a loss.

 

  Ÿ  

Your Notes may be called on an Observation Date and, if called, you will receive the Call Amount, and your return is limited to the Call Premium.

 

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Your return on the Notes, which could be negative, may be lower than the return on other debt securities of comparable maturity.

 

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

 

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In seeking to provide investors with what we believe to be commercially reasonable terms for the Notes while providing MLPF&S with compensation for its services, we have considered the costs of developing, hedging and distributing the Notes. If a trading market develops for the Notes (and such a market may not develop), these costs are expected to affect the market price you may receive or be quoted for your Notes on a date prior to the stated maturity date.

 

  Ÿ  

The Dow Jones & Company, Inc. (“Dow Jones”) in conjunction with AIG International Inc. (“AIGI”) may adjust the Index in a way that affects its level, and Dow Jones and AIGI have no obligation to consider your interests.

 

  Ÿ  

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.

 

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Ownership of the Notes will not entitle you to any rights with respect to any futures contracts or commodities included in the Index.

 

  Ÿ  

Trading in the Index Components (as defined below) can be volatile based on a number of factors that we cannot control.

 

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Suspension or disruptions of market trading in the commodity and related futures markets, or in the Index, may adversely affect the value of the Notes.

 

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The Index may include futures contracts on foreign exchanges that are less regulated than U.S. markets.

 

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The Notes will not be regulated by the CFTC.

 

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Purchases and sales by us and our affiliates may affect your return on the Notes.

 

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Potential conflicts of interest could arise.

 

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Tax consequences are uncertain.

Additional Risk Factors

The Index is a rolling index

The Index is composed of futures contracts on physical commodities. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts have a set expiration date and normally specify a certain date for delivery of the underlying physical commodity. In the case of the Index, as the exchange-traded futures contracts that comprise the Index approach the month before expiration, they are replaced by contracts that have a later expiration. This process is referred to as “rolling”. If the market for these contracts is (putting aside other considerations) in “backwardation”, where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the nearer delivery month contract would take place at a price that is higher than the price of the distant delivery month contract, thereby creating a positive “roll yield”. There is no indication that these markets will consistently be in backwardation or that there will be roll yield in future performance. Instead, these markets may trade in “contango.” Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. Certain of the commodities included in the Index have historically traded in contango markets. These “roll yields” could affect the level of the Index and the value of the Notes.

The Notes include the risk of concentrated positions in one or more commodity sectors

The exchange-traded physical commodities underlying the futures contracts included in the Index from time to time are heavily concentrated in a limited number of sectors, particularly energy and agriculture. An investment in the Notes may therefore carry risks similar to a concentrated securities investment in a limited number of industries or sectors. For example, approximately 38% of the component commodities of the Index are energy oriented. Accordingly, a decline in value of commodity futures traded in this sector would adversely affect the performance of the Index. Technological advances or the discovery of new oil reserves could lead to increases in worldwide production of oil and corresponding decreases in the price of crude oil. In addition, further development and commercial exploitation of alternative energy sources, including solar, wind or geothermal energy, could lessen the demand for crude oil products and result in lower prices. Absent amendment of the Index to lessen or eliminate the concentration of existing energy contracts in the Index or to broaden the Index to account for such developments, the level of the Index and hence the value of the Notes could decline. Two other sectors each represent over 15% of the component commodities of the Index. See “The Index” below.

The Notes are linked to the Dow Jones-AIG Commodity Index and not the Dow Jones-AIG Commodity Index Total ReturnSM

The Notes are linked to the Dow Jones-AIG Commodity Index, and not the Dow Jones-AIG Commodity Index Total Return. The Dow Jones-AIG Commodity Index reflects returns that are potentially available through an unleveraged investment in the Index Components. The Dow Jones-AIG Commodity Index Total Return is a total return index which, in addition to reflecting the same returns of the Dow Jones-AIG Commodity Index, also reflects interest that could be earned on cash collateral invested in hypothetical three-month U.S. Treasury bills. Because the Notes are linked to the Dow Jones-AIG Commodity Index and not the Dow Jones-AIG Commodity Index Total Return, the return from an investment in the Notes will not reflect this total return feature.

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Investor Considerations

 

You may wish to consider an investment in the Notes if:

 

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You anticipate that the level of the Index will appreciate from the Starting Value to its closing level on any Observation Date and you seek an early exit prior to maturity at a premium in such case.

 

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You are willing to receive a pre-determined return on your investment, capped at the Call Premium, in case the Notes are called, regardless of the performance of the Index from its Starting Value to the date on which the Notes are called.

 

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You are willing to accept that the Notes may not be called prior to the maturity date, in which case your return on your investment will be equal to or less than the $10 Original Public Offering Price per unit.

 

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You accept that your investment may result in a loss, which could be significant, if the level of the Index decreases below the Threshold Level from the Starting Value to the Ending Value on the final Observation Date.

 

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You are willing to forego interest payments on the Notes, such as fixed or floating rate interest paid on traditional interest bearing debt securities.

 

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You want exposure to the Index with no expectation of any rights with respect to any futures contracts or commodities included in or tracked by the Index.

 

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You are willing to accept that a trading market for the Notes is not expected to develop.

 

The Notes may not be appropriate investments for you if:

 

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You want to hold your Notes for the full term.

 

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You anticipate that the level of the Index will depreciate from the Starting Value to the Ending Value.

 

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You anticipate that the level of the Index will not be equal to or greater than the Starting Value on any Observation Date.

 

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You are seeking 100% principal protection or preservation of capital.

 

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You seek interest payments or other current income on your investment.

 

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You want an investment that provides you with rights with respect to the futures contracts or commodities included in or tracked by the Index.

 

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You want assurances that there will be a liquid market if and when you want to sell the Notes prior to maturity.


 

Other Provisions

We may deliver the Notes against payment therefor in New York, New York on a date that is in excess of three business days following the Pricing Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement on the Notes occurs more than three business days from the Pricing Date, purchasers who wish to trade Notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

If you place an order to purchase these offered securities, you are consenting to each of MLPF&S and its broker-dealer affiliate, First Republic Securities Company, LLC, acting as a principal in effecting the transaction for your account. MLPF&S is acting as an underwriter and/or selling agent for this offering and will receive underwriting compensation from the issuer of the securities.

Supplement to the Plan of Distribution

MLPF&S and First Republic Securities Company, LLC, each a broker-dealer subsidiary of ML&Co., are members of the Financial Industry Regulatory Authority, Inc. (formerly the National Association of Securities Dealers, Inc. (the “NASD”)) and will participate in distribution of the notes. Accordingly, offerings of the notes will conform to the requirements of NASD Rule 2720.

MLPF&S and First Republic Securities Company, LLC may use this Note Prospectus for offers and sales in secondary market transactions and market-making transactions in the Notes but are not obligated to to engage in such secondary market transactions and/or market-making transactions.

MLPF&S and First Republic Securities Company, LLC may act as principal or agent in these transactions, and the sales will be made at prices related to prevailing market prices at the time of the sale.

 

STrategic Accelerated Redemption SecuritiesSM   TS-7


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The Index

The Dow Jones-AIG Commodity IndexSM

The Index is a proprietary index that was created by Dow Jones & Company, Inc. and AIG International Inc. to provide a liquid and diversified benchmark for commodities investments. The Index was established on July 14, 1998 and is currently comprised of futures contracts (each, an “Index Component”) on nineteen physical commodities. A commodity futures contract is an agreement that provides for the purchase and sale of a specified type and quantity of a commodity during a stated delivery month for a fixed price. The nineteen commodities that currently comprise the Index (the “Index Commodities”) are: aluminum; coffee; copper; corn; cotton; crude oil; gold; heating oil; lean hogs; live cattle; natural gas; nickel; silver; soybeans; soybean oil; sugar; unleaded gasoline; wheat; and zinc. Futures contracts on the Index are currently listed for trading on the Chicago Board of Trade (the “CBOT”). The Index Commodities currently trade on United States exchanges, with the exception of aluminum, nickel and zinc, which trade on the London Metal Exchange (the “LME”). Information with respect to the Index provided herein are intended to supplement and should be read together with the discussion under the heading “The Dow Jones-AIG Commodity Index” beginning on page IS-53 of the index supplement I-1

Current Designated Contracts for Each Index Commodity

The Designated Contracts (as defined in the index supplement I-1) for the Index Commodities included in the Index are traded on the CBOT, the LME, the Coffee, Sugar & Cocoa Exchange (the “CSCE”), the Commodities Exchange (the “COMEX”), the New York Cotton Exchange (the “NYCE”) and the New York Mercantile Exchange (the “NYMEX”) and are as follows:

 

Index Commodity

  

Designated Contract and Price Quote

   Current
Weighting of
Designated
Contract(1)
    Exchange    Units
Aluminum    High Grade Primary Aluminum    5.10 %   LME    25 metric tons
   $/metric ton        
Coffee    Coffee “C”    2.36 %   CSCE    37,500 lbs
   cents/pound        
Copper    High Grade Copper(2)    6.56 %   COMEX    25,000 lbs
   cents/pound        
Corn    Corn    4.49 %   CBOT    5,000 bushels
   cents/bushel        
Cotton    Cotton    2.86 %   NYCE    50,000 lbs
   cents/pound        
Crude Oil    Light, Sweet Crude Oil    15.98 %   NYMEX    1,000 barrels
   $/barrel        
Gold    Gold    6.88 %   COMEX    100 troy oz.
   $/troy oz.        
Heating Oil    Heating Oil    4.67 %   NYMEX    42,000 gallons
   cents/gallon        
Lean Hogs    Lean Hogs    2.08 %   CME    40,000 lbs
   cents/pound        
Live Cattle    Live Cattle    4.83 %   CME    40,000 lbs
   cents/pound        
Natural Gas    Henry Hub Natural Gas    12.81 %   NYMEX    10,000 mmbtu
   $/mmbtu        
Nickel    Primary Nickel    2.12 %   LME    6 metric tons
   $/metric ton        
Silver    Silver    2.06 %   COMEX    5,000 troy oz.
   cents/troy oz.        
Soybeans    Soybeans    9.06 %   CBOT    5,000 bushels
   cents/bushel        
Soybean Oil    Soybean Oil    3.30 %   CBOT    60,000 lbs
   cents/pound        
Sugar    World Sugar No. 11    2.16 %   CSCE    112,000 lbs
   cents/pound        
Unleaded Gasoline Oxygen Blending    Reformulated Gasoline Blendstock for    4.72 %   NYMEX    42,000 gallons
   cents/gallon        
Wheat    Wheat    6.34 %   CBOT    5,000 bushels
   cents/bushel        
Zinc    Special High Grade Zinc    1.63 %   LME    25 metric tons
   $/metric ton        

 

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  (1) Reflects the approximate weightings as of October 31, 2007 of the nineteen commodities currently included in the Index.

 

  (2) The Index uses the high grade copper contract traded on the COMEX Division of the NYMEX for Copper contract prices and LME volume data in determining the weighting for the Index.

Commodity Groups

The weightings by Index Commodity Groups are as follows:

Dow Jones-AIG Commodity Index Weighting by Commodity Group as of

October 31, 2007

 

Base Metals

   15.41 %

Energy

   38.18 %

Grains

   19.89 %

Precious Metals

   8.94 %

Livestock

   6.91 %

Softs

   7.38 %

Vegetable Oil

   3.30 %

The following graph sets forth the historical performance of the Index in the period from January 2002 through October 2007. 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 over the term of the Notes. On November 1, 2007, the closing level of the Index was 182.53.

 

LOGO    The information on the Dow Jones-AIG Commodity IndexSM provided in this document should be read together with the discussion under the heading “The Dow Jones-AIG Commodity IndexSM” beginning on page IS-53 of the index supplement I-1.

 

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Certain U.S. Federal Income Taxation Considerations

Set forth below is a summary of certain U.S. federal income tax considerations relating to an investment in the Notes. The following summary is not complete and is qualified in its entirety by the discussion under the section entitled “United States Federal Income Taxation” in the accompanying product supplement STR-2 and MTN prospectus supplement, which you should carefully review prior to investing in the Notes.

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. 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 Internal Revenue Service (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 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.

Payment on the Maturity Date. Assuming that the Notes are properly characterized and treated as pre-paid cash-settled forward contracts linked to the level of the Index, upon the receipt of cash on the maturity date of the Notes, a U.S. Holder (as defined in the accompanying product supplement STR-2) will recognize gain or loss. The amount of such 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. A U.S. Holder’s tax basis in a Note generally will equal the amount paid by the U.S. Holder to purchase 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 such gain or loss as capital gain or loss. If such gain or loss is treated as capital gain or loss, then any such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year as of the maturity date.

Sale, Exchange or Redemption of the Notes. Assuming that the Notes are properly characterized and treated as pre-paid cash-settled forward contracts linked to the level of the Index, upon a sale, exchange or redemption 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 such sale, exchange or redemption and such U.S. Holder’s tax basis in the Note so sold, exchanged or redeemed. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year as of the date of such sale, exchange or redemption.

Prospective purchasers of the Notes should consult their own tax advisors concerning the tax consequences, in light of their particular circumstances, under the laws of the United States and any other taxing jurisdiction, of the purchase, ownership and disposition of the Notes. See the discussion under the section entitled “United States Federal Income Taxation” in the accompanying product supplement STR-2.

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 prospectus by reference from ML&Co.’s Annual Report on Form 10-K for the year ended December 29, 2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the consolidated financial statements and the related financial statement schedule and include an explanatory paragraph regarding the change in accounting method in 2006 for share-based payments to conform to Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment, (2) express an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting), 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 condensed consolidated interim financial information for the three-month periods ended March 30, 2007 and March 31, 2006 and the three-month and six-month periods ended June 29, 2007 and June 30, 2006 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 ML&Co.’s Quarterly Reports on Form 10-Q for the quarters ended March 30, 2007 and June 29, 2007 (which reports include an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards No. 157, “Fair Value Measurement”, Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115,” and FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109.) and incorporated by reference herein, they did not audit and they do not express an opinion on that interim 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 condensed consolidated interim 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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Additional Terms of the Notes

You should read this term sheet, together with the documents listed below (collectively, the “Note Prospectus”), which together contain the terms of the Notes and supersede all prior or contemporaneous oral statements as well as any other written materials. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the sections indicated on the cover of this term sheet. The Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

You may access the following documents on the SEC Website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Website):

 

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Product supplement STR-2 dated November 6, 2007:

http://www.sec.gov/Archives/edgar/data/65100/000119312507236240/d424b2.htm

 

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Index supplement I-1 dated June 6, 2007:

http://www.sec.gov/Archives/edgar/data/65100/000119312507130785/d424b2.htm

 

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MTN prospectus supplement, dated March 31, 2006:

http://www.sec.gov/Archives/edgar/data/65100/000119312506070946/d424b5.htm

 

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General prospectus supplement dated March 31, 2006:

http://www.sec.gov/Archives/edgar/data/65100/000119312506070973/d424b5.htm

 

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Prospectus dated March 31, 2006:

http://www.sec.gov/Archives/edgar/data/65100/000119312506070817/ds3asr.htm

Our Central Index Key, or CIK, on the SEC Website is 65100. References in this term sheet 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.

We have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement, and the other documents relating to this offering that we have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, we, any agent or any dealer participating in this offering, will arrange to send you the Notes Prospectus if you so request by calling toll-free 1-866-500-5408.

 

STrategic Accelerated Redemption SecuritiesSM   TS-11