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

                                    FORM 10-K

(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the fiscal year ended December 26, 2008

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



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

                         COMMISSION FILE NO.: 1-7182-06

       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

           SECURITIES  REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class                    Name of each exchange on which registered
------------------------------         -----------------------------------------
7% Trust Originated  Preferred                New York Stock Exchange
      Securities  ("TOPrS")
   (and the related guarantee)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE


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

                         COMMISSION FILE NO.: 1-7182-05

       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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
7% Partnership Preferred Securities            New York Stock Exchange
      (and the related guarantee)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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

Indicate by check mark if the Registrants are well-known seasoned issuers, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the Registrants are not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes |_| No |X|

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

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 the close of business on June 27, 2008, no voting stock of the
Registrants was held by non-affiliates of the Registrants.

As of March 25, 2009, no voting stock of the Registrants was held by
non-affiliates of the Registrants.
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE:

Prospectus, dated January 12, 1998, filed pursuant to Rule 424(b) in connection
with Registration Statement on Form S-3 (No. 333-42859) filed by the Registrants
and Merrill Lynch & Co., Inc., is incorporated by reference in this Form 10-K in
response to Part I.

================================================================================





                                     PART I
                                    ------

ITEM 1.  BUSINESS
         --------

         MERRILL LYNCH PREFERRED CAPITAL TRUST III

Merrill Lynch Preferred Capital Trust III (the "Trust") is a statutory business
trust formed under the Delaware Business Trust Act, as amended, pursuant to a
declaration of trust and the filing of a certificate of trust with the Secretary
of State on December 19, 1997, which was subsequently amended by an amended and
restated declaration of trust dated as of January 12, 1998. Merrill Lynch & Co.,
Inc. (the "Company" or "Merrill Lynch") is the sole owner of the Trust common
securities. The Trust exists for the exclusive purposes of (i) issuing trust
securities, consisting of 7% Trust Originated Preferred Securities (the "TOPrS")
and trust common securities (the "Trust Common Securities"), representing
undivided beneficial ownership interests in the assets of the Trust, (ii)
investing the gross proceeds of the trust securities in 7% Partnership Preferred
Securities (the "Partnership Preferred Securities") issued by Merrill Lynch
Preferred Funding III, L.P. (the "Partnership"), and (iii) engaging in only
those other activities necessary or incidental thereto.


         MERRILL LYNCH PREFERRED FUNDING III, L.P.

Merrill Lynch Preferred Funding III, L.P. (the "Partnership") is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership Act,
as amended, pursuant to an agreement of limited partnership and the filing of a
certificate of limited partnership with the Secretary of State of the State of
Delaware on December 19, 1997, which was subsequently amended by an amended and
restated agreement of limited partnership dated January 16, 1998. The Company
is the sole general partner of the Partnership. The Partnership is managed by
the general partner and exists for the exclusive purposes of (i) issuing its
partnership interests, consisting of the Company's general partner interest and
the Partnership Preferred Securities, (ii) investing the proceeds thereof in
certain eligible securities of the Company and wholly-owned subsidiaries of the
Company (the "Affiliate Investment Instruments") and certain eligible debt
securities, and (iii) engaging in only those other activities necessary or
incidental thereto.

The information set forth under the headings "Merrill Lynch Preferred Capital
Trust III", "Merrill Lynch Preferred Funding III, L.P.", "Description of the
Trust Preferred Securities", "Description of the Trust Guarantee", "Description
of the Partnership Preferred Securities", "Description of the Partnership
Guarantee", and "Use of Proceeds" in the Prospectus dated January 12, 1998 of
the Trust and the Partnership is incorporated by reference herein.

        RECENT DEVELOPMENT

On January 1, 2009, the Company was acquired by Bank of America Corporation
("Bank of America").


ITEM 1A. RISK FACTORS
         ------------
The Company is the sole owner of the Trust common securities. The Trust exists
for the exclusive purposes of (i) issuing trust securities, consisting of 7%
Trust Originated Preferred Securities and trust common securities, representing
undivided beneficial ownership interests in the assets of the Trust, (ii)
investing the gross proceeds of the trust securities in 7% Partnership Preferred
Securities issued by Merrill Lynch Preferred Funding III, L.P. (the
"Partnership"), and (iii) engaging in only those other activities necessary
or incidental thereto.

The Company also is the sole general partner of the Partnership. The Partnership
is managed by the general partner and exists for the exclusive purposes of (i)
issuing its partnership interests, consisting of the Company's general partner
interest and the Partnership Preferred Securities,(ii) investing the proceeds
thereof in certain eligible securities of the Company and wholly-owned
subsidiaries of the Company and certain eligible debt securities, and (iii)
engaging in only those other activities necessary or incidental thereto.

In the course of conducting its business operations, the Company could be
exposed to a variety of risks that are inherent to the financial services
business. A summary of some of the significant risks that could affect the
Company's financial condition and results of operations is included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2008
and is incorporated by reference from Exhibit 99.1 to this report.


ITEM 1B. UNRESOLVED STAFF COMMENTS
         -------------------------
None.

ITEM 2.  PROPERTIES
         ----------

The Registrants do not own or lease any real property.


ITEM 3.  LEGAL PROCEEDINGS
         -----------------

The Registrants know of no material legal proceedings involving the Trust, the
Partnership or the assets of either of them.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

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



<PAGE>


                                     PART II
                                     -------

ITEM 5.  MARKET FOR REGISTRANTS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES
         ---------------------------------------------------------------------

There is no established public market for the Trust Common Securities or the
general partnership interest in the Partnership.

All of the Trust Common Securities and the entire general partnership
interest in the Partnership are owned of record and beneficially by the Company.

The Company, as holder of the Trust Common Securities, is entitled to
receive cumulative cash distributions accumulating from January 16, 1998 and
payable quarterly in arrears on each March 30, June 30, September 30 and
December 30, commencing March 30, 1998, at an annual rate of 7% of the
liquidation amount per annum. Distributions not paid on the scheduled payment
date will accumulate and compound quarterly at a rate per annum equal to 7%. The
certificate of limited partnership of the Partnership does not require any
regular periodic distributions to be made to the general partner; however, to
the extent that aggregate payments to the Partnership on the Affiliate
Investment Instruments and on certain eligible debt securities exceed
distributions accumulated or payable with respect to the Partnership Preferred
Securities, the Partnership may at times have excess funds which shall be
allocated to and may, in the general partner's sole discretion, be distributed
to the general partner.


ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
        RESULTS OF OPERATIONS
        ---------------------

No  disclosure  is required for this Item  pursuant to General  Instruction I of
Form 10-K.  There are no  material  changes in the amount of revenue and expense
items  between  the most  recent  fiscal  year  presented  and the  fiscal  year
immediately preceding it.

ITEM 7A. QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

On January 16, 1998, the Trust invested the gross proceeds from the sale of the
Trust Common Securities and the TOPrS in the Partnership Preferred Securities
(the "Trust Assets"). The Partnership, in turn, invested the proceeds from the
sale of the Partnership Preferred Securities and a capital contribution from the
Company in certain Affiliate Investment Instruments and eligible securities (the
"Partnership Assets"). To the extent the Partnership has funds available from
the Partnership Assets, the general partner of the Partnership may declare
distributions to the Trust, as holder of the Partnership Preferred Securities.
The Trust's ability to pay distributions to the holders of the TOPrS is
dependent on its receipt of distributions on the Trust Assets from the
Partnership. Therefore, upon the receipt by the Partnership of payments from the
Partnership Assets and the distribution thereof to the Trust, the Trust will
pass through such payments to the holders of the TOPrS.

ITEM 8.  FINANCIAL STATEMENTS and SUPPLEMENTARY DATA
         -------------------------------------------

In response to this ITEM 8, the financial statements and notes thereto and the
Reports of Independent Registered Public Accounting Firm set forth on pages F-1
through F-17 are incorporated herein.

<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------
None.

ITEM 9A. DISCLOSURE CONTROLS AND PROCEDURES
         ----------------------------------

The persons who function as the equivalent of the Chief Executive Officer and
the 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 Form 10-K. Based
on this evaluation, the persons who function as the equivalent of the Chief
Executive Officer and the Chief Financial Officer of the Trust and
the Partnership have concluded that the Trust's and the Partnership's disclosure
controls and procedures are effective as of the end of the period covered by
this report.

In addition, no change in the Trust's or 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 fourth fiscal quarter of 2008 that
has materially affected, or is reasonably likely to materially affect, the
Trust's or the Partnership's internal control over financial reporting.


         Report on Internal Control Over Financial Reporting
         ----------------------------------------------------

Management recognizes its responsibility for establishing and maintaining
adequate internal control over financial reporting and has designed internal
controls and procedures to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the financial
statements and related notes in accordance with generally accepted accounting
principles in the United States of America. Management assessed the
effectiveness of the Partnership's and the Trust's internal control over
financial reporting as of December 26, 2008. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the  Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on its assessment, management believes that each of the Trust
and the Partnership maintained effective internal control over financial
reporting as of December 26, 2008.

This annual report does not include an attestation report of the Trust's or the
Partnership's registered public accounting firm regarding internal control over
financial reporting.  Management's report was not subject to attestation by the
Trust's or the Partnership's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission ("SEC") that permit
the Trust and the Partnership to provide only management's report in this
annual report.



ITEM 9B. OTHER INFORMATION
         -----------------

None.

                                    PART III
                                    --------

ITEM 10. DIRECTORS and EXECUTIVE OFFICERS of the REGISTRANT
         --------------------------------------------------

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

ITEM 11. EXECUTIVE COMPENSATION
         ----------------------

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

ITEM 12. SECURITY OWNERSHIP of CERTAIN BENEFICIAL OWNERS and MANAGEMENT and
         RELATED STOCKHOLDER MATTERS
         ------------------------------------------------------------------

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

ITEM 13. CERTAIN RELATIONSHIPS and RELATED TRANSACTIONS
         ----------------------------------------------

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES and SERVICES
          --------------------------------------


Pre-Approval of Services Provided by the Independent Registered Public
Accounting Firm
-----------------------------------------------------------------------

Prior to the acquisition of the Company by Bank of America and consistent
with SEC rules regarding the independence of the independent registered public
accounting  firm, the Audit Committee of the Board of Directors of the Company
established a policy governing the provision of audit and non-audit services
to the Company and its subsidiaries.

The Audit Committee of the Board of Directors of the Company was responsible
for the approval of audit fees for its subsidiaries, which includes the Trust
and the Partnership.  The Company is the sole owner of the Trust's common
securities and the sole general partner of the Partnership. A description of the
Company's Pre-Approval Policy regarding audit services, which may be found on
pages 161 and 162 of the Company's Annual Report on Form 10-K for the fiscal
year ended December 26, 2008 (the "2008 Form 10-K") filed with the SEC on
February 24, 2009 is incorporated herein by reference.  You may obtain a copy
of the 2008 Form 10-K on the Company's Investor Relations website at
www.ir.ml.com.

Subsequent to the Company's acquisition by Bank of America and consistent with
SEC requirements, the Company follows the policies established by the Audit
Committee of the Board of Directors of Bank of America regarding engagements of
the provision of audit services and permitted non-audit services to the Company
by the independent registered public accounting firm.

Fees Paid to the Independent Registered Public Accounting Firm
--------------------------------------------------------------

The following table presents aggregate fees for audits of the Trust's and the
Partnership's financial statements by Deloitte & Touche, LLP for the fiscal
years ended December 26, 2008 and December 28, 2007. There were no other
services rendered by Deloitte & Touche, LLP to the Trust and the Partnership in
fiscal years ended December 26, 2008 and December 28, 2007.

                                               2008                  2007
                                            -------               -------
              Audit Fees(1)                  $12,200               $12,200


(1) Audit Fees consisted of fees for the audits and reviews of the Trust's and
the Partnership's financial statements filed with the SEC on Forms 10-K and
10-Q, as well as work generally only the independent registered public
accounting firm can be reasonably expected to provide, such as comfort letters,
consents and review of documents filed with the SEC.

<PAGE>

                                     PART IV
                                     -------

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
         ------------------------------------------

         Documents filed as part of this Report:

         1.       Financial Statements

                  The contents of the financial statements are listed on page
                  F-1, and the financial statements and accompanying
                  Reports of Independent Registered Public Accounting Firm
                  appear on pages F-2 through F-17.

         2.       Financial Statement Schedules

                  None.

         3.       Exhibits

         An exhibit index has been filed as part of this report and is
          incorporated herein by reference.




<PAGE>



                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------

                                  ITEM 15(1)

FINANCIAL STATEMENTS                                                      PAGE
--------------------                                                      ----

MERRILL LYNCH PREFERRED CAPITAL TRUST III

     Balance Sheets, December 26, 2008 and December 28, 2007               F-2

     Statements of Earnings, Year Ended December 26, 2008,
     December 28, 2007 and December 29, 2006                               F-3

     Statements of Changes in Stockholders' Equity, Year Ended
     December 26, 2008, December 28, 2007 and December 29, 2006.           F-4

     Statements of Cash Flows, Year Ended December 26, 2008,
     December 28, 2007 and December 29, 2006                               F-5

     Notes to Financial Statements                                         F-6

     Report of Independent Registered Public Accounting Firm               F-8

     Supplemental Financial Information (Unaudited)                        F-9


MERRILL LYNCH PREFERRED FUNDING III, L.P.

     Balance Sheets, December 26, 2008 and December 28, 2007               F-10

     Statements of Earnings, Year Ended December 26, 2008,
     December 28, 2007 and December 29, 2006                               F-11

     Statements of Changes in Partners' Capital, Year Ended
     December 26, 2008, December 28, 2007 and December 29, 2006            F-12

     Statements of Cash Flows, Year Ended December 26, 2008,
     December 28, 2007 December 29, 2006                                   F-13

     Notes to Financial Statements                                         F-14

     Report of Independent Registered Public Accounting Firm               F-16

     Supplemental Financial Information (Unaudited)                        F-17



                                       F-1

<PAGE>



<TABLE>
<CAPTION>

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


                                                              December 26, 2008       December 28, 2007
                                                              -----------------       -----------------
<S>                                                           <C>                     <C>


ASSETS

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

LIABILITY AND STOCKHOLDERS' EQUITY

Distributions payable                                                $   13,531              $   13,531
                                                                     ----------              ----------

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 Liability and Stockholders' Equity                             $  786,727              $  786,727
                                                                     ==========              ==========

</TABLE>

See Notes to Financial Statements

                                       F-2

<PAGE>

<TABLE>
<CAPTION>

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




                                                                                    FOR THE YEAR ENDED
                                                          ---------------------------------------------------------------------
                                                          December 26, 2008          December 28, 2007        December 29, 2006
                                                          -----------------          -----------------        -----------------
<S>                                                       <C>                      <C>

EARNINGS

Interest on affiliate partnership preferred securities            $  54,124                  $  54,124                 $ 54,124
                                                                  =========                  =========                 ========



</TABLE>

See Notes to Financial Statements

                                       F-3

<PAGE>

<TABLE>
<CAPTION>

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




                                                                               FOR THE YEAR ENDED
                                                     --------------------------------------------------------------------
                                                     December 26, 2008         December 28, 2007        December 29, 2006
                                                     -----------------         -----------------        -----------------

<S>                                                  <C>                       <C>

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

COMMON SECURITIES
Balance, beginning and end of period                            23,196                    23,196                   23,196
                                                             ---------                 ---------                ---------
UNDISTRIBUTED EARNINGS
Balance, beginning of period                                         -                         -                        -
Earnings                                                        54,124                    54,124                   54,124
Distributions                                                  (40,593)                  (40,593)                 (54,124)
Distributions payable                                          (13,531)                  (13,531)                       -
                                                             ---------                 ---------                ---------
Balance, end of period                                               -                         -                        -
                                                             ---------                 ---------                ---------
Total Stockholders' Equity                                   $ 773,196                 $ 773,196                $ 773,196
                                                             =========                 =========                =========


</TABLE>

See Notes to Financial Statements

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

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




                                                                               FOR THE YEAR ENDED
                                                     --------------------------------------------------------------------
                                                     December 26, 2008         December 28, 2007        December 29, 2006
                                                     -----------------         -----------------        -----------------

<S>                                                  <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Earnings                                                    $ 54,124                  $ 54,124                 $ 54,124
  Change in interest receivable from affiliate                       -                   (13,531)                       -
                                                              --------                  --------                 --------
        Cash provided by operating activities                   54,124                    40,593                   54,124
                                                              --------                  --------                 --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions                                                (54,124)                  (40,593)                 (54,124)
                                                              --------                  --------                 --------
        Cash used for financing activities                     (54,124)                  (40,593)                 (54,124)
                                                              --------                  --------                 --------

NET CHANGE IN CASH                                                   -                         -                        -

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



SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:

Distributions of $13,531 were accrued at December 26, 2008 and
December 28, 2007, respectively.

</TABLE>

See Notes to Financial Statements

                                       F-5

<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTES TO FINANCIAL STATEMENTS
December 26, 2008
--------------------------------------------------------------------------------


1.  ORGANIZATION AND PURPOSE

Merrill Lynch Preferred Capital Trust III (the "Trust") is a statutory business
trust formed under the Delaware Business Trust Act, as amended, pursuant to a
declaration of trust and the filing of a certificate of trust with the Secretary
of State on December 19, 1997, which was subsequently amended by an amended and
restated declaration of trust dated as of January 12, 1998. Merrill Lynch & Co.,
Inc. (the "Company") is the sole owner of the Trust common securities. The Trust
exists for the exclusive purposes of (i) issuing trust securities, consisting of
7% Trust Originated Preferred Securities (the "Trust Preferred Securities") and
trust common securities (the "Trust Common Securities"), representing undivided
beneficial ownership interests in the assets of the Trust, (ii) investing the
gross proceeds of the trust securities in 7% Partnership Preferred Securities
(the "Partnership Preferred Securities") issued by Merrill Lynch Preferred
Funding III, L.P. (the "Partnership"), and (iii) engaging in only those other
activities necessary or incidental thereto.

The Company has paid compensation to the underwriters of the offering of the
Trust Preferred Securities. The Company also has agreed to (i) pay all fees and
expenses related to the organization and operations of the Trust (including
taxes, audit fees, duties, assessments, or government charges of whatever nature
(other than withholding taxes) imposed by the United States of America or any
other domestic taxing authority upon the Trust) and the offering of the Trust
Preferred Securities and (ii) be responsible for all debts and other obligations
of the Trust (other than with respect to the Trust Preferred Securities and the
Trust Common Securities). The Company has agreed to indemnify the trustees and
certain other persons.

On January 1, 2009, the Company was acquired by Bank of America Corporation.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
The financial statements are presented in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates that affect reported amounts and disclosure of contingencies in
the financial statements. As such, actual results could differ from those
estimates.

INVESTMENTS
The investment in the affiliate partnership preferred securities represents a
limited partnership interest and is recorded at cost. Income on the Partnership
Preferred Securities is accrued when earned.

INCOME TAXES
The Trust does not incur any income tax liabilities. Such liabilities are
incurred directly by the security holders.

                                       F-6

<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTES TO FINANCIAL STATEMENTS
December 26, 2008
--------------------------------------------------------------------------------


3.  INVESTMENT IN AFFILIATE PARTNERSHIP PREFERRED SECURITIES

The Trust holds 30,000,000 7% Partnership Preferred Securities and 927,840
7% Trust Common Securities, $25 liquidation preference per each security. The
interest payment dates and redemption provisions of the Partnership Preferred
Securities, which became redeemable on March 30, 2008 at the option of the
Partnership, correspond to the distribution payment dates and redemption
provisions of the Trust Preferred Securities. Upon any redemption of the
Partnership Preferred Securities, the Trust Preferred Securities will be
redeemed. The Company has guaranteed, on a subordinated basis, the payment of
distributions by the Partnership on the Partnership Preferred Securities if, as,
and when declared out of funds legally available and payments upon liquidation
of the Partnership or the redemption of the Partnership Preferred Securities to
the extent of funds legally available.


4.  STOCKHOLDERS' EQUITY

TRUST PREFERRED SECURITIES

The Trust issued 30,000,000 7% Trust Preferred Securities, $25 liquidation
amount per security in a public offering on January 16, 1998. The Trust
Preferred Securities are redeemable on or after March 30, 2008 at the option of
the Trust, in whole or in part, at a redemption price equal to $25 per security.
Distributions on the Trust Preferred Securities are cumulative from the date of
original issue and are payable quarterly if, as, and when the Trust has funds
available for payment. Holders of the Trust Preferred Securities have limited
voting rights and are not entitled to vote to appoint, remove, or replace, or to
increase or decrease the number of, trustees, which voting rights are vested
exclusively in the holder of the Trust Common Securities. Under certain
circumstances, the Trust Preferred Securities have preferential rights to
payment relative to the Trust Common Securities.

The Company has guaranteed, on a subordinated basis, the payment in full of all
distributions and other payments on the Trust Preferred Securities to the extent
that the Trust has funds legally available. This guarantee and the partnership
distribution guarantee are subordinated to all other liabilities of the Company
and rank equally with the most senior preferred stock of the Company.

TRUST COMMON SECURITIES

The Trust issued 927,840 7% Trust Common Securities, $25 liquidation amount per
security, to the Company on January 16, 1998. The Trust Common Securities are
redeemable on or after March 30, 2008 at the option of the Trust, in whole or in
part, at a redemption price equal to $25 per security.


                                       F-7

<PAGE>





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Merrill Lynch Preferred Capital Trust III:

We have audited the accompanying balance sheets of Merrill Lynch Preferred
Capital Trust III (the "Trust") as of December 26, 2008 and
December 28, 2007, and the related statements of earnings, changes in
stockholders' equity, and cash flows for each of the three years in the period
ended December 26, 2008.  These financial statements are the responsibility of
the Trust's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Trust is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Trust as of December 26, 2008 and
December 28, 2007, and the results of its operations and its cash flows for
each of the three years in the period ended December 26, 2008, in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1, Merrill Lynch & Co., Inc. became a wholly-owned
subsidiary of Bank of America Corporation on January 1, 2009.


/s/ Deloitte & Touche LLP

New York, New York
March 25, 2009





                                       F-8
<PAGE>
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------
Quarterly Information
---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred Capital
Trust III for 2008 and 2007 are prepared in conformity with U.S. generally
accepted accounting principles and reflect all adjustments that are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the periods presented. Results of any interim period are not
necessarily indicative of results for a full year.
<TABLE>
<CAPTION>
(dollars in thousands)
------------------------------------------------------------------------------------------------------------
                                                          For the Quarter Ended
                        ------------------------------------------------------------------------------------
                        Dec. 26,   Sept. 26,    June 27,   Mar. 28,   Dec. 28,  Sept. 28,  June 29,   Mar 30,
                          2008        2008       2008       2008       2007      2007       2007       2007
                        ------------------------------------------------------------------------------------
<S>                     <C>        <C>         <C>        <C>       <C>        <C>         <C>        <C>
Total Revenues          $13,531    $13,531     $13,531    $13,531   $13,531    $13,531     $13,531    $13,531

Earnings                $13,531    $13,531     $13,531    $13,531   $13,531    $13,531     $13,531    $13,531


</TABLE>

                                       F-9
<PAGE>



<TABLE>
<CAPTION>

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


                                                          December 26, 2008            December 28, 2007
                                                          -----------------            -----------------

<S>                                                        <C>                         <C>

ASSETS

Investments:
     Affiliate debentures                                        $  900,547                   $  900,547
     U.S. Government and agencies                                     9,101                        9,125
                                                                 ----------                   ----------
     Total investments                                              909,648                      909,672
     Interest receivable from affiliate                              15,760                       15,759
                                                                 ----------                   ----------
Total Assets                                                     $  925,408                   $  925,431
                                                                 ==========                   ==========

LIABILITY AND PARTNERS' CAPITAL
     Distribution Payable                                        $   15,760                   $   15,760

Partners' capital:
     Limited partnership interest                                   773,196                      773,196
     General partnership interest                                   136,452                      136,475
                                                                 ----------                   ----------
     Total partners' capital                                        909,648                      909,671
                                                                 ----------                   ----------
Total Liability and Partners' Capital                            $  925,408                   $  925,431
                                                                 ==========                   ==========

</TABLE>

See Notes to Financial Statements

                                       F-10

<PAGE>

<TABLE>
<CAPTION>

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




                                                                               FOR THE YEAR ENDED
                                                     --------------------------------------------------------------------
                                                     December 26, 2008         December 28, 2007        December 29, 2006
                                                     -----------------         -----------------        -----------------

<S>                                                  <C>                       <C>


EARNINGS
Interest income:
     Affiliate debentures                                    $  63,038                 $  63,038                $  63,038
     U.S. Government and agencies                                  206                       442                      426
                                                             ---------                 ---------                ---------
Earnings                                                     $  63,244                 $  63,480                $  63,464
                                                             =========                 =========                =========


</TABLE>

See Notes to Financial Statements

                                      F-11

<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED FUNDING III, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(dollars in thousands)
-------------------------------------------------------------------------------------------------------------------------




                                                                               FOR THE YEAR ENDED
                                                     --------------------------------------------------------------------
                                                     December 26, 2008         December 28, 2007        December 29, 2006
                                                     -----------------         -----------------        -----------------
<S>                                                                <C>                       <C>                      <C>

LIMITED PARTNER'S CAPITAL
Balance, beginning of period                                 $ 773,196                 $ 773,196                $ 773,196
Net income allocated to limited partner                         54,124                    54,124                   54,124
Distributions                                                  (40,593)                  (40,593)                 (54,124)
Distribution payable                                           (13,531)                  (13,531)                       -
                                                             ---------                 ---------                ---------
Balance, end of period                                         773,196                   773,196                  773,196
                                                             ---------                 ---------                ---------

GENERAL PARTNER'S CAPITAL
Balance, beginning of period                                   136,475                   136,492                  136,485
Net income allocated to general partner                          9,120                     9,356                    9,340
Distributions                                                   (6,914)                   (7,144)                  (9,333)
Distributions payable                                           (2,229)                   (2,229)                       -
                                                             ---------                 ---------                ---------
Balance, end of period                                         136,452                   136,475                  136,492
                                                             ---------                 ---------                ---------
TOTAL PARTNERS' CAPITAL                                      $ 909,648                 $ 909,671                $ 909,688
                                                             =========                 =========                =========


</TABLE>

See Notes to Financial Statements

                                      F-12

<PAGE>

<TABLE>
<CAPTION>

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





                                                                               FOR THE YEAR ENDED
                                                     --------------------------------------------------------------------
                                                     December 26, 2008         December 28, 2007        December 29, 2006
                                                     -----------------         -----------------        -----------------
<S>                                                  <C>                       <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Earnings                                                 $ 63,244                  $ 63,480                 $ 63,464
     Accretion of interest on securities issued by
     U.S. Government and agencies                                 (206)                     (442)                    (426)
     Change in interest receivable from affiliate                   (1)                  (15,759)                       -
                                                              --------                  --------                 --------
        Cash provided by operating activities                   63,037                    47,279                   63,038
                                                              --------                  --------                 --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of investment securities                        (18,190)                  (18,192)                 (18,192)
     Maturities of investment securities                        18,420                    18,650                   18,611
                                                              --------                  --------                 --------
        Cash provided by investing activities                      230                       458                      419
                                                              --------                  --------                 --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to limited partner                          (54,124)                  (40,593)                 (54,124)
     Distributions to general partner                           (9,143)                   (7,144)                 ( 9,333)
                                                              --------                  --------                 --------
        Cash used for financing activities                     (63,267)                  (47,737)                 (63,457)
                                                              --------                  --------                 --------

NET CHANGE IN CASH                                                   -                         -                        -

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




SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:

Distributions of $15,760 and $15,759 were accrued at December 26, 2008 and
December 28, 2007, respectively.

</TABLE>

See Notes to Financial Statements

                                      F-13

<PAGE>

MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTES TO FINANCIAL STATEMENTS
December 26, 2008
--------------------------------------------------------------------------------


1.  ORGANIZATION AND PURPOSE

Merrill Lynch Preferred Funding III, L.P. (the "Partnership") is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership Act,
as amended, pursuant to an agreement of limited partnership and the filing of a
certificate of limited partnership with the Secretary of State of the State of
Delaware on December 19, 1997, which was subsequently amended by an amended and
restated agreement of limited partnership dated January 16, 1998. Merrill Lynch
& Co. Inc. (the "Company") is the sole general partner of the Partnership. The
Partnership is managed by the general partner and exists for the exclusive
purposes of (i) issuing its partnership interests, consisting of the Company's
general partner interest and the Partnership Preferred Securities, (ii)
investing the proceeds thereof in certain eligible securities of the Company and
wholly-owned subsidiaries of the Company (the "Affiliate Investment
Instruments") and certain eligible debt securities, and (iii) engaging in only
those other activities necessary or incidental thereto.

The Company, in its capacity as sole general partner of the Partnership, has
agreed to (i) pay all fees and expenses related to the organization and
operations of the Partnership (including taxes, audit fees, duties, assessments,
or government charges (other than withholding taxes) imposed by the United
States or any other domestic taxing authority upon the Partnership) and (ii) be
responsible for all debts and other obligations of the Partnership (other than
with respect to the Partnership Preferred Securities). The Company has also
agreed to indemnify certain officers and agents of the Partnership.

On January 1, 2009, the Company was acquired by Bank of America Corporation.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements are presented in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates that affect reported amounts and disclosure of contingencies in
the financial statements. As such, actual results could differ from those
estimates.

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. The carrying values of the investment in
affiliate debentures and the investment in U.S. Government and agency securities
both approximate fair value.

INCOME TAXES

The Partnership does not incur any income tax liabilities. Such liabilities are
incurred directly by the partners.

                                      F-14

<PAGE>

MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTES TO FINANCIAL STATEMENTS
December 26, 2008
--------------------------------------------------------------------------------


3.  INVESTMENT IN AFFILIATE DEBENTURES

The Partnership holds debentures of the Company and a wholly-owned subsidiary of
the Company. The debentures have a term of approximately 20 years and bear
interest at 7% per annum. The interest payment dates and redemption provisions
of the debentures, which became redeemable at the option of the Company and its
subsidiary on March 30, 2008, correspond to the distribution payment dates and
redemption provisions of the Partnership Preferred Securities. Interest and
redemption payments on the subsidiary debenture are guaranteed by the Company
on a subordinated basis.


4.  PARTNERS' CAPITAL

The Partnership issued 30,000,000 7% Partnership Preferred Securities and
927,840 7% Trust Common Securities, $25 liquidation preference per each
security, to the Trust on January 16, 1998. Distributions on the Partnership
Preferred Securities are cumulative from the date of original issue and are
payable quarterly if, as, and when declared by the general partner. The
Partnership Preferred Securities became redeemable on March 30, 2008 at the
option of the Partnership, at a redemption price equal to $25 per security.
Except as provided in the Limited Partnership Agreement and Partnership
Preferred Securities Guarantee Agreement, and as otherwise provided by law, the
holders of the Partnership Preferred Securities have no voting rights.

The Company has guaranteed the payment of distributions by the Partnership on
the Partnership Preferred Securities if, as, and when declared out of funds
legally available and payments upon liquidation of the Partnership or the
redemption of the Partnership Preferred Securities to the extent of funds
legally available. This guarantee is subordinated to all other liabilities of
the Company and ranks equally with the most senior preferred stock of the
Company.

Contemporaneously with the issuance of the Partnership Preferred Securities,
the Company, as general partner, contributed capital to the Partnership in the
amount of approximately $137.0 million.  The Partnership may at times have
excess funds which are allocated to the Company and may, in the Company's sole
discretion, be distributed to the Company to the extent that aggregate payments
by the Company to the Partnership exceed distributions accumulated or payable
with respect to the Partnership Preferred Securities.


                                      F-15

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the General Partner and Limited Partner of Merrill Lynch Preferred
  Funding III, L.P.:

We have audited the accompanying balance sheets of Merrill Lynch Preferred
Funding III, L.P. (the "Partnership") as of December 26, 2008 and December 28,
2007, and the related statements of earnings, changes in partners' capital, and
cash flows for each of the three years in the period ended December 26, 2008.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 26, 2008 and
December 28, 2007, and the results of its operations and its cash flows for
each of the three years in the period ended December 26, 2008, in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1, Merrill Lynch & Co., Inc. became a wholly-owned
subsidiary of Bank of America Corporation on January 1, 2009.


/s/ Deloitte & Touche LLP

New York, New York
March 25, 2009




                                      F-16
<PAGE>
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------
Quarterly Information
---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred
Funding III, L.P. for 2008 and 2007 are prepared in conformity with U.S.
generally accepted accounting principles and reflect all adjustments that are,
in the opinion of management, necessary for a fair presentation of the results
of operations for the periods presented. Results of any interim period are not
necessarily indicative of results for a full year.
<TABLE>
<CAPTION>
(dollars in thousands)
---------------------------------------------------------------------------------------------------------------
                                                          For the Quarter Ended
                        ---------------------------------------------------------------------------------------
                        Dec. 28,   Sept. 29,   June 27,   Mar. 28,  Dec. 28,   Sept. 29,   June 29,    Mar. 30,
                         2008       2008         2008      2008       2007        2007      2007        2007
                        ---------------------------------------------------------------------------------------
<S>                     <C>        <C>         <C>        <C>       <C>        <C>         <C>         <C>
Total Revenues          $15,791    $15,803     $15,819    $15,831   $15,854    $15,875     $15,874     $15,876

Earnings                $15,791    $15,803     $15,819    $15,831   $15,854    $15,875     $15,874     $15,876
</TABLE>

                                      F-17
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 26th day of March,
2009.

                               MERRILL LYNCH PREFERRED CAPITAL TRUST III*

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



---------------------

* 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.


<PAGE>

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant, by Merrill Lynch & Co., Inc. as General Partner,
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 26th day of March, 2009.

Merrill Lynch Preferred Funding III, L.P.
By:  Merrill Lynch & Co., Inc. as General Partner


        SIGNATURE                                  TITLE
        ---------                                  -----


    /s/ THOMAS W. PERRY                   Chief Accounting Officer and
----------------------------------------- Controller
       (Thomas W. Perry)




Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following directors and officers of Merrill Lynch
& Co., Inc., General Partner of the Registrant, in the capacities indicated
on the 26th day of March, 2009.



         SIGNATURE                                  TITLE
         ---------                                  -----


    /s/  BRIAN T. MOYNIHAN                      Chief Executive Officer
-----------------------------------------   (Principal Executive Officer)
        (Brian T. Moynihan)


     /s/ NEIL A. COTTY                          Chief Financial Officer
-----------------------------------------   (Principal Financial Officer)
        (Neil A. Cotty)


    /s/  THOMAS W. PERRY                        Chief Accounting Officer and
-----------------------------------------       Controller
        (Thomas W. Perry)


         KENNETH D. LEWIS                       Chairman and Director
-----------------------------------------
        (Kenneth D. Lewis)


     /s/ AMY WOODS BRINKLEY                     Director
-----------------------------------------
        (Amy Woods Brinkley)


    /s/  JOE L. PRICE                           Director
-----------------------------------------
        (Joe L. Price)



<PAGE>

                                  EXHIBIT INDEX

4.1      Certificate of Trust dated December 19, 1997, of the Trust
         (incorporated  by reference to Exhibit 4.1 to the Registration
         Statement on Form S-3 (No. 333-42859) (the "Registration Statement")).

4.2      Form of Amended and  Restated  Declaration  of Trust of the Trust
         (incorporated  by  reference  to Exhibit 4.2 to the Registration
         Statement).

4.3      Certificate  of  Limited  Partnership,   dated  as  of  December  19,
         1997,  of  the  Partnership (incorporated by reference to Exhibit 4.3
         to the Registration Statement).

4.4      Form of Amended  and  Restated   Agreement  of  Limited   Partnership
         of  the Partnership  (incorporated   by reference  to Exhibit  4.4  to
         the Registration Statement).

4.5      Form of Trust Preferred Securities Guarantee Agreement between
         the Company and The Bank of New York Mellon, as guarantee trustee
         (incorporated by reference to Exhibit 4.5 to the Registration
         Statement).

4.6      Form of Partnership Preferred Securities Guarantee Agreement
         between the Company and The Bank of New York Mellon, as guarantee
         trustee (incorporated by reference to Exhibit 4.6 to the
         Registration Statement).

4.7      Form of Subordinated Debenture Indenture between the Company
         and The Bank of New York Mellon, as trustee (incorporated by
         reference to Exhibit 4.7 to the Registration Statement on Form S-3
         (No. 333-16603)).

4.8      Form of Affiliate Debenture Guarantee Agreement between the
         Company and The Bank of New York Mellon, as guarantee trustee
         (incorporated by reference to Exhibit 4.8 to the Registration
         Statement).

4.9      Form of Trust Preferred Security (included in Exhibit 4.2 above).

4.10     Form of Partnership Preferred Security (included in Exhibit 4.4 above).

4.11     Form of  Subordinated  Debenture  (incorporated  by reference to
         Exhibit 4.11 to the  Registration Statement).

12*      Statement re:  Computation   of  Ratios  of  Earnings  to  Combined
         Fixed  Charges and Preferred Securities Distributions (unaudited).

23*      Consent of Deloitte & Touche LLP.

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.

99.1*    Excerpt of Merrill Lynch & Co., Inc. Annual Report on
         Form 10-K for the fiscal year ended December 26, 2008.
------------------

* Filed herewith