Prospectus excerpt:  Merrill Lynch Preferred Capital Trust V is a business trust formed for the sole purpose of issuing the TOPrS and investing the proceeds from their sale in Partnership Preferred Securities of Merrill Lynch Preferred Funding V, L.P., a limited partnership. The Partnership will use the proceeds from the sale of the Partnership Preferred Securities and the capital contribution of Merrill Lynch & Co., Inc., a Delaware corporation ("we" or the "Company"), as general partner of the Partnership, to purchase Debentures from the Company and from one or more eligible controlled affiliates, and to purchase certain other Eligible Debt Securities.

From the interest payments it receives on the Debentures and its other investments, the Partnership may elect, but is not obligated, to pay distributions on the Partnership Preferred Securities to the Trust. If the Partnership makes these distributions, the Trust is expected to have sufficient funds to pay you a quarterly cash distribution at the rate of 7.28% of the liquidation amount of $25 per TOPrS per annum. This is equivalent to $1.82 per TOPrS per annum. The Company or its eligible controlled affiliates may elect to defer interest payments on the Debentures for up to six consecutive quarters, in which case the Partnership would not have sufficient funds to pay a distribution to the Trust, and the Trust would not have sufficient funds to pay cash distributions to you on the TOPrS.

The Company will guarantee the payment of distributions by the Trust and payments to you if the Trust is liquidated or if the TOPrS are redeemed. This guarantee will be subordinated, and will be only to the extent that the Trust has funds available to pay you but fails to do so. The Company will also guarantee payments by the Partnership to the Trust on a subordinated basis and only to the extent the Partnership has declared a distribution and has funds available to pay the Trust but fails to do so. The Trust may redeem the TOPrS on and after September 30, 2008 or earlier upon the occurrence of certain Special Events.