UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q
(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the quarterly period ended March 31, 2009

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the transition period from    to

COMMISSION FILE NO.: 1-7182-06

                     MERRILL LYNCH PREFERRED CAPITAL TRUST III
       (Exact name of Registrant as specified in its certificate of trust)


       Delaware                                          13-7139561
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

  4 World Financial Center
     New York, New York                                   10080
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (212) 449-1000

COMMISSION FILE NO.: 1-7182-05

                     MERRILL LYNCH PREFERRED FUNDING III, L.P.
                  (Exact name of Registrant as specified in its
                      certificate of limited partnership)


          Delaware                                     13-3982448
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

   4 World Financial Center
      New York, New York                                     10080
(Address of principal executive offices)                   (Zip Code)

 Registrant's telephone number, including area code: (212) 449-1000


Indicate by check mark whether the Registrants: (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrants have submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (&232.405)
during the preceding 12 months (or for such shorter period that the registrants
were required to submit and post such files).   Yes [ ] No [ ]

Indicate by check mark whether the Registrants are large accelerated filers,
accelerated filers, non-accelerated filers, or smaller reporting companies.
See definition of "accelerated filer", "large accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

(Check one)
Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer[X]
Smaller reporting company [ ]

Indicate by check mark whether the Registrants are shell companies (as defined
in Rule 12b-2 of the Exchange Act).  Yes [ ] No [x]

As of May 14, 2009, no voting stock of the Registrants was held by
non-affiliates of the Registrants.

The Registrants meet the conditions set forth in General Instruction H 1 (a) and
(b) of Form 10-Q and are therefore filing this form with a reduced disclosure
format.




================================================================================
<PAGE>

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.   FINANCIAL STATEMENTS (Unaudited)
          --------------------
<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED BALANCE SHEETS (unaudited)
(dollars in thousands, except per security amounts)
-------------------------------------------------------------------------------------------------------------------------



                                                                                      March 31, 2009    December 26, 2008

                                                                                    ------------------  -----------------
<S>                                                                                   <C>             <C>
ASSETS

Investment in affiliate partnership preferred securities                                  $  773,196         $  773,196
Interest receivable from affiliate                                                                 -             13,531
                                                                                          ----------         ----------
Total Assets                                                                              $  773,196         $  786,727
                                                                                          ==========         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Distribution payable                                                                      $        -         $   13,531
                                                                                          ----------         ----------

STOCKHOLDERS' EQUITY

Stockholders' equity:

   Preferred securities (7% Trust Originated Preferred Securities; 30,000,000
      authorized, issued, and outstanding; $25 liquidation
      amount per security)                                                                   750,000            750,000

   Common securities (7% Trust Common Securities;
      927,840 authorized, issued, and outstanding;
      $25 liquidation amount per security)                                                    23,196             23,196
                                                                                          ----------         ----------
Total Stockholders' Equity                                                                   773,196            773,196
                                                                                          ----------         ----------
Total Liabilities and Stockholders' Equity                                                $  773,196         $  786,727
                                                                                          ==========         ==========
</TABLE>

See Note to Condensed Financial Statements

                                        2
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF EARNINGS  (unaudited)
(dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------

                                                                                          FOR THE THREE MONTHS ENDED
                                                                                    -----------------------------------

                                                                                     March 31, 2009         March 28, 2008
                                                                                   ------------------     ------------------
<S>                                                                                   <C>                  <C>
EARNINGS

Interest on affiliate partnership preferred securities                                   $  13,531              $13,531
                                                                                         =========            =========





</TABLE>

See Note to Condensed Financial Statements


                                        3
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY  (unaudited)
(dollars in thousands)
---------------------------------------------------------------------------------------------------------------------------

                                                                                          FOR THE THREE MONTHS ENDED
                                                                                    -----------------------------------

                                                                                        March 31, 2009   March 28, 2008
                                                                                    ------------------   ------------------
<S>                                                                                   <C>                  <C>
PREFERRED SECURITIES

Balance, beginning and end of period                                                    $  750,000           $  750,000
                                                                                        ----------           ----------

COMMON SECURITIES

Balance, beginning and end of period                                                        23,196               23,196
                                                                                        ----------           ----------

UNDISTRIBUTED EARNINGS

Balance, beginning of period                                                                     -                    -
Earnings                                                                                    13,531               13,531
Distributions                                                                              (13,531)                   -
Distributions payable                                                                            -              (13,531)
                                                                                        ----------           ----------
Balance, end of period                                                                           -                    -
                                                                                        ----------           ----------


Total Stockholders' Equity                                                              $  773,196           $  773,196
                                                                                        ==========           ==========
</TABLE>

See Note to Condensed Financial Statements

                                        4
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF CASH FLOWS  (unaudited)
(dollars in thousands)
------------------------------------------------------------------------------------------------------------------------

                                                                                       FOR THE THREE MONTHS ENDED
                                                                                    --------------------------------

                                                                                    March 31, 2009       March 28, 2008
                                                                                 ------------------   ------------------
<S>                                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Earnings                                                                            $ 13,531          $    13,531
   Change in interest receivable from affiliate                                               -              (13,531)
                                                                                       --------            ---------
      Cash provided by operating activities                                              13,531                    -
                                                                                       --------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions                                                                        (13,531)                   -
                                                                                       --------            ---------
      Cash used for financing activities                                                (13,531)                   -
                                                                                       --------            ---------

NET CHANGE IN CASH                                                                            -                    -

CASH, BEGINNING OF PERIOD                                                                     -                    -
                                                                                       --------            ---------
CASH, END OF PERIOD                                                                    $      -            $       -
                                                                                       ========            =========




SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTIONS:

Distributions accrued at March 31, 2009 and March 28, 2008 were $0 and $13,531,
respectively.

</TABLE>

See Note to Condensed Financial Statements

                                        5
<PAGE>



MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTE TO CONDENSED FINANCIAL STATEMENTS  (unaudited)
March 31, 2009
-------------------------------------------------------------------------------

Summary of Significant Accounting Policies

For a complete discussion of significant accounting policies, refer to the
Audited Consolidated Financial Statements included in Merrill Lynch Preferred
Capital Trust III's (the "Trust") Annual Report on Form 10-K for the year ended
December 26, 2008.

The Trust is a statutory business trust formed under the Delaware Business
Trust Act. Merrill Lynch & Co., Inc. ("ML&Co.") is the sole owner of the Trust
common securities.

On January 1, 2009, ML&Co. was acquired by Bank of America Corporation ("Bank of
America") with ML&Co. continuing as a wholly-owned subsidiary of Bank of
America.

BASIS OF PRESENTATION

Effective January 1, 2009, the Trust adopted calendar quarter-end and year-end
reporting periods to coincide with those of ML&Co. and Bank of America.
Earnings for the intervening period between the Trust's previous fiscal
year-end (December 26, 2008) and beginning of the current quarter
(January 1, 2009) were not material. During this period, the Trust received cash
of $13.5 million from an affiliate and paid $13.5 million in distributions.

These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Trust for the year ended December 26, 2008. The December 26, 2008
balance sheet information was derived from the audited financial statements.
The interim condensed financial statements for the three month periods are
unaudited; however, all adjustments necessary for a fair statement of the
condensed financial statements have been included.

INVESTMENTS

The Trust's investment in Merrill Lynch Preferred Funding III, L.P. (the
"Partnership") Preferred Securities represents a limited partnership interest in
the Partnership and is recorded at cost. Income on the Partnership Preferred
Securities is accrued when earned.

                                        6
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED BALANCE SHEETS  (unaudited)
(dollars in thousands)
-------------------------------------------------------------------------------------------------------------------------



                                                                                     March 31, 2009     December 26, 2008
                                                                                 ------------------     -----------------
<S>                                                                               <C>               <C>
ASSETS

Investments:
   Affiliate debentures                                                              $  900,547            $  900,547
   U.S. Government and agencies                                                           9,112                 9,101
                                                                                     ----------            ----------
   Total investments                                                                    909,659               909,648
   Interest receivable from affiliate                                                         -                15,760
                                                                                     ----------            ----------
Total Assets                                                                         $  909,659            $  925,408
                                                                                     ==========            ==========
LIABILITIES AND PARTNERS' CAPITAL

  Distribution Payable                                                               $        -            $   15,760
                                                                                      ---------            ----------

PARTNERS' CAPITAL

Partners' capital:
   Limited partnership interest                                                         773,196               773,196
   General partnership interest                                                         136,463               136,452
                                                                                     ----------            ----------
   Total Partners' Capital                                                              909,659               909,648
                                                                                     ----------            ----------
Total Liabilities and Partners' Capital                                              $  909,659            $  925,408
                                                                                     ==========            ==========
</TABLE>

See Note to Condensed Financial Statements

                                        7
<PAGE>

<TABLE>
<CAPTION>


MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF EARNINGS  (unaudited)
(dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------


                                                                                           FOR THE THREE MONTHS ENDED
                                                                                      -----------------------------------

                                                                                      March 31, 2009       March 28, 2008
                                                                                      ------------------  ------------------
<S>                                                                                   <C>                  <C>
EARNINGS

Interest income:
   Affiliate debentures                                                                   $   15,760           $   15,760
   U.S. Government and agencies                                                                   11                   71
                                                                                          ----------           ----------
Earnings                                                                                  $   15,771           $   15,831
                                                                                          ==========           ==========






</TABLE>

See Note to Condensed Financial Statements


                                        8
<PAGE>
<TABLE>
MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL  (unaudited)
(dollars in thousands)
-----------------------------------------------------------------------------------------------------------------------------


                                                                                           FOR THE THREE MONTHS ENDED
                                                                                      -----------------------------------

                                                                                       March 31, 2009        March 28, 2008
                                                                                     ------------------    ------------------
<S>                                                                                   <C>                  <C>
LIMITED PARTNER'S CAPITAL

Balance, beginning of period                                                             $  773,196            $  773,196
Net income allocated to limited partner                                                      13,531                13,531
Distributions                                                                               (13,531)                    -
Distributions payable                                                                             -               (13,531)
                                                                                         ----------           -----------
Balance, end of period                                                                      773,196               773,196
                                                                                         ----------            ----------


GENERAL PARTNER'S CAPITAL

Balance, beginning of period                                                                136,452               136,475
Net income allocated to general partner                                                       2,240                 2,300
Distributions                                                                                (2,229)                    -
Distributions payable                                                                             -                (2,229)
                                                                                         ----------            ----------
Balance, end of period                                                                      136,463               136,546
                                                                                         ----------            ----------

TOTAL PARTNERS' CAPITAL                                                                  $  909,659            $  909,742
                                                                                         ==========            ==========
</TABLE>

See Note to Condensed Financial Statements

                                        9
<PAGE>


<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF CASH FLOWS  (unaudited)
(dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------


                                                                                          FOR THE THREE MONTHS ENDED
                                                                                     -----------------------------------

                                                                                       March 31, 2009       March 28, 2008
                                                                                     ------------------   ------------------

<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Earnings                                                                          $  15,771            $  15,831
   Accretion of interest on securities issued by
   U.S. Government and agencies                                                            (11)                 (71)
   Change in Interest receivable from affiliates                                             -              (15,760)
                                                                                      --------            ---------
      Cash provided by operating activities                                             15,760                    -
                                                                                      --------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to limited partner                                                    (13,531)                   -
   Distributions to general partner                                                     (2,229)                   -
                                                                                     ---------            ---------
      Cash used for financing activities                                               (15,760)                   -
                                                                                     ---------            ---------

NET CHANGE IN CASH                                                                           -                    -

CASH, BEGINNING OF PERIOD                                                                    -                    -
                                                                                     ---------            ---------
CASH, END OF PERIOD                                                                  $       -            $       -
                                                                                     =========            =========



SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTIONS:

Distributions accrued at March 31, 2009 and March 28, 2008 were $0 and $15,760,
respectively.

</TABLE>

See Note to Condensed Financial Statements

                                       10
<PAGE>


MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTE TO CONDENSED FINANCIAL STATEMENTS  (unaudited)
March 31, 2009
--------------------------------------------------------------------------------

Summary of Significant Accounting Policies

For a complete discussion of significant accounting policies, refer to the
Audited Consolidated Financial Statements included in Merrill Lynch Preferred
Funding III, L.P.'s (the "Partnership") Annual Report on Form 10-K for the
year ended December 26, 2008.

The Partnership is a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act. Merrill Lynch & Co., Inc. ("ML&Co.") is the
sole general partner of the Partnership.

On January 1, 2009, ML&Co. was acquired by Bank of America Corporation ("Bank of
America") with ML&Co. continuing as a wholly-owned subsidiary of Bank of
America.


BASIS OF PRESENTATION

Effective January 1, 2009, the Partnership adopted calendar quarter-end and
year-end reporting periods to coincide with those of ML&Co. and Bank of America.
Earnings for the intervening period between the Partnership's previous
fiscal year-end (December 26, 2008) and beginning of the current quarter
(January 1, 2009) were not material. During this period, the Partnership
received cash of $15.8 million from an affiliate and paid $15.8 million in
distributions.

These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Partnership for the year ended December 26, 2008. The December 26, 2008
balance sheet information was derived from the audited financial statements.
The interim condensed financial statements for the three month periods are
unaudited; however, all adjustments necessary for a fair statement of the
condensed financial statements have been included.

INVESTMENTS

The Partnership's investment in affiliate debentures is recorded at cost. Its
investment in U.S. Government and agency securities is recorded at accreted cost
and matures within one year.

                                       11
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q.  There are no material changes in the amount of revenue and expense
items between the most recent fiscal year-to-date period presented and the
corresponding year-to-date period in the preceding fiscal year.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q.



ITEM 4.  CONTROLS AND PROCEDURES

The persons who function as the equivalent of the chief executive officer and
chief financial officer of the Trust and the Partnership have evaluated the
effectiveness of the Trust's and the Partnership's disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this Report. Based on that
evaluation, the persons who function as the equivalent of the chief executive
officer and chief financial officer of the Trust and the Partnership have
concluded that the Trust's and the Partnership's disclosure controls and
procedures were effective as of the end of the period covered by this Report.

In addition, no change in the Trust's and the Partnership's internal control
over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act of 1934) occurred during the first fiscal quarter of 2009 that
has materially affected, or is reasonably likely to materially affect, the
Trust's or the Partnership's internal control over financial reporting.





                                       12
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS

         12   Computation of Ratios of Earnings to Combined Fixed Charges and
              Preferred Securities Distributions.

         31.1 Rule 13a - 14(a) Certification.

         31.2 Rule 13a - 14(a) Certification.

         32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.








                                       13
<PAGE>





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.


                               MERRILL LYNCH PREFERRED CAPITAL TRUST III*

                               By: /s/ MARLENE DEBEL
                                   ---------------------------------------------
                               Name:   Marlene Debel
                               Title:  Regular Trustee


                               MERRILL LYNCH PREFERRED FUNDING III, L.P.*


                               By: MERRILL LYNCH & CO., INC., as General Partner

                               By: /s/ THOMAS W. PERRY
                                   ---------------------------------------------
                               Name:   Thomas W. Perry
                               Title:  Chief Accounting Officer and Controller
                                       Merrill Lynch & Co., Inc.



May 14, 2009
------------

* There is no principal executive officer(s), principal financial officer,
controller, principal accounting officer or board of directors of the
Registrants. The Trustees of the Trust (which include the Regular Trustees, the
Property Trustee and the Delaware Trustee) together exercise all powers and
perform all functions with respect to the Trust.



                                       14
<PAGE>



                                INDEX TO EXHIBITS

EXHIBITS

12       Computation  of  Ratios of  Earnings  to  Combined  Fixed  Charges  and
         Preferred Securities Distributions.

31.1     Rule 13a - 14(a) Certification.

31.2     Rule 13a - 14(a) Certification.

32.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




                                       15