<PAGE>

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q
                     QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                 -----------------------------------------------

                  For the quarterly period ended June 27, 1997

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

                         COMMISSION FILE NO.: 1-7182-04
               Delaware                               13-7108354
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

       World Financial Center
             North Tower
         New York, New York                             10281
(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
-------------------                   -----------------------------------------
8% 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 II, L.P.

(Exact name of Registrant as specified in its certificate of limited 
partnership)

                         COMMISSION FILE NO.: 1-7182-03
              Delaware                                13-3926165
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)

      World Financial Center
             North Tower
         New York, New York                                10281
(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
-------------------                 -----------------------------------------
8% Partnership Preferred Securities          New York Stock Exchange
(and the related guarantee)

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

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
                                           ---     

As of June 27, 1997, no voting stock was held by non-affiliates of the
Registrants.

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


<PAGE>


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


ITEM 1. FINANCIAL STATEMENTS
        --------------------


MERRILL LYNCH PREFERRED CAPITAL TRUST II
BALANCE SHEET (UNAUDITED)
------------------------------------------------------------------------------


                                                            JUNE 27,
                                                              1997
                                                          ------------
ASSETS

Investment in partnership securities                     $ 309,278,400

Income receivable                                            6,185,568
                                                         -------------

Total Assets                                             $ 315,463,968
                                                         =============



LIABILITY AND STOCKHOLDERS' EQUITY

Distributions payable                                    $   6,185,568
                                                         -------------

Stockholders' equity:

   Preferred securities (8% Trust Originated 
     Preferred Securities; 12,000,000 authorized, 
     issued, and outstanding; $25 liquidation
     amount per security)                                  300,000,000

   Common securities (8% Trust Common Securities;
     371,136 authorized, issued, and outstanding;
     $25 liquidation amount per security)                    9,278,400
                                                         -------------

   Total stockholders' equity                              309,278,400
                                                         -------------

Total Liability and Stockholders' Equity                 $ 315,463,968
                                                         =============






See Notes to Financial Statements



                                       2
<PAGE>



MERRILL LYNCH PREFERRED CAPITAL TRUST II
STATEMENT OF EARNINGS (UNAUDITED)

<TABLE>
<CAPTION>

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

                                                 FOR THE THREE             FOR THE PERIOD
                                                  MONTHS ENDED           FEBRUARY 6, 1997
                                                 JUNE 27, 1997           TO JUNE 27, 1997
                                                 --------------          ----------------

EARNINGS:
<S>                                             <C>                        <C>
Income on partnership preferred securities         $6,185,568               $9,896,909
                                                   ==========               ==========
</TABLE>


See Notes to Financial Statements










                                       3
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST II
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
------------------------------------------------------------------------------

                                                        FOR THE PERIOD
                                                      FEBRUARY 6, 1997
                                                      TO JUNE 27, 1997
                                                      ----------------

PREFERRED SECURITIES

Issuance of preferred securities                        $  300,000,000
                                                        --------------

Balance at June 27, 1997                                   300,000,000
                                                        ---------------

COMMON SECURITIES

Issuance of common securities                                9,278,400
                                                        ---------------

Balance at June 27, 1997                                     9,278,400
                                                        ---------------

UNDISTRIBUTED EARNINGS

Earnings                                                     9,896,909

Distributions                                               (3,711,341)

Distributions payable                                       (6,185,568)
                                                        ---------------

Balance at June 27, 1997                                        -
                                                        ---------------



Total Stockholders' Equity                              $  309,278,400
                                                        ===============

See Notes to Financial Statements


                                       4
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST II
STATEMENT OF CASH FLOWS (UNAUDITED)
------------------------------------------------------------------------------


                                                              FOR THE PERIOD
                                                            FEBRUARY 6, 1997
                                                            TO JUNE 27, 1997
                                                            ----------------


EARNINGS                                                       $  9,896,909

CASH FLOWS FROM OPERATING ACTIVITIES:

   Increase in income receivable                                 (6,185,568)
                                                               -------------
   Cash provided by operating activities                          3,711,341
                                                               -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of partnership securities                          (309,278,400)
                                                               -------------

   Cash used in investing activities                           (309,278,400)
                                                               -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Distributions                                                 (3,711,341)

   Proceeds from issuance of preferred securities               300,000,000

   Proceeds from issuance of common securities                    9,278,400
                                                                -----------

   Cash provided by financing activities                        305,567,059
                                                               -------------

NET CHANGE IN CASH                                                    -

CASH, BEGINNING OF PERIOD                                             -
                                                               -------------

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


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: 
Preferred and common distributions of $6,000,000 and $185,568, respectively, 
were accrued at June 27, 1997.

See Notes to Financial Statements


                                       5
<PAGE>


    MERRILL LYNCH PREFERRED CAPITAL TRUST II
    NOTES TO FINANCIAL STATEMENTS
    JUNE 27, 1997 (UNAUDITED)
    ---------------------------------------------------------------------------


1.  ORGANIZATION AND PURPOSE

    Merrill Lynch Preferred Capital Trust II (the "Trust") is a statutory
    business trust formed under the laws of the State of Delaware on January 16,
    1997 for the exclusive purposes of (i) issuing its preferred and common
    securities (the "Trust Preferred Securities" and the "Trust Common
    Securities", respectively), (ii) purchasing partnership preferred securities
    (the "Partnership Preferred Securities"), representing the limited
    partnership interest of Merrill Lynch Preferred Funding II, L.P. (the
    "Partnership"), with the proceeds from the sale of Trust Preferred and
    Common Securities, and (iii) engaging in only those other activities
    necessary or incidental thereto.

    Merrill Lynch & Co., Inc. (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, duties, assessments, or
    government charges of whatever nature (other than withholding taxes) imposed
    by the United States 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 and Common Securities).  The Company has agreed to 
    indemnify the trustees and certain other persons.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT
    The investment in Partnership Preferred Securities represents a limited
    partnership interest in the Partnership and is recorded at cost. As of 
    June 27, 1997, the carrying value of the investment approximates its fair 
    value. 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.



                                       6
<PAGE>



    MERRILL LYNCH PREFERRED CAPITAL TRUST II
    NOTES TO FINANCIAL STATEMENTS
    JUNE 27, 1997 (UNAUDITED)
    ---------------------------------------------------------------------------


 3. INVESTMENT IN PARTNERSHIP PREFERRED SECURITIES

    The Trust holds 12,371,136 8% Partnership Preferred Securities, $25
    liquidation preference per security. The interest payment dates and
    redemption provisions of the Partnership Preferred Securities, which are
    redeemable on or after March 30, 2007 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 12,000,000 8% Trust Preferred Securities, $25 liquidation
    amount per security in a public offering on February 6, 1997. The Trust
    Preferred Securities are redeemable on or after March 30, 2007 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 pari passu with the most senior
    preferred stock of the Company.

    TRUST COMMON SECURITIES
    The Trust issued 371,136 8% Trust Common Securities, $25 liquidation amount
    per security, to the Company on February 6, 1997. The Trust Common
    Securities are redeemable on or after March 30, 2007 at the option of the
    Trust, in whole or in part, at a redemption price equal to $25 per security.



                                       7
<PAGE>



MERRILL LYNCH PREFERRED FUNDING II, L.P.
BALANCE SHEET (UNAUDITED)
------------------------------------------------------------------------------


                                                                 JUNE 27,
                                                                   1997
                                                               ------------

ASSETS

Investments:

   Affiliate debentures                                       $ 360,218,400
   U.S. Treasury bills                                            3,714,304
                                                              -------------

   Total                                                        363,932,704

Interest receivable                                               7,204,368
                                                              -------------

Total Assets                                                  $ 371,137,072
                                                              =============


LIABILITY AND PARTNERS' CAPITAL

Distributions payable                                         $   7,204,368
                                                              -------------

Partners' capital:

   Limited partnership interest                                 309,278,400

   General partnership interest                                  54,654,304
                                                              -------------

   Total partners' capital                                      363,932,704
                                                              -------------

Total Liability and Partners' Capital                         $ 371,137,072
                                                              =============




See Notes to Financial Statements



                                       8
<PAGE>


MERRILL LYNCH PREFERRED FUNDING II, L.P.
STATEMENT OF EARNINGS (UNAUDITED)
-------------------------------------------------------------------------------


                                      FOR THE THREE              FOR THE PERIOD
                                       MONTHS ENDED            FEBRUARY 6, 1997
                                      JUNE 27, 1997            TO JUNE 27, 1997
                                      -------------            ----------------
Interest income:

   Affiliate debentures                $  7,204,368               $11,526,989
   U.S. Treasury bills                       50,387                    75,304
                                       ------------               -----------

Earnings                               $  7,254,755               $11,602,293
                                       ============               ===========





See Notes to Financial Statements








                                       9
<PAGE>



MERRILL LYNCH PREFERRED FUNDING II, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
-------------------------------------------------------------------------------

                                                                 FOR THE PERIOD
                                                               FEBRUARY 6, 1997
                                                               TO JUNE 27, 1997
                                                               ----------------

LIMITED PARTNER'S CAPITAL

Issuance of preferred securities                                 $  309,278,400

Net income allocated to limited partner                               9,896,909

Distribution                                                         (3,711,341)

Preferred distribution payable                                       (6,185,568)
                                                                 --------------

Balance at June 27, 1997                                            309,278,400
                                                                 ---------------



GENERAL PARTNER'S CAPITAL

Capital contribution                                                 54,579,000

Net income allocated to general partner                               1,705,384

Distribution                                                           (611,280)

Distribution payable                                                 (1,018,800)
                                                                 --------------

Balance at June 27, 1997                                             54,654,304
                                                                 --------------

TOTAL PARTNERS' CAPITAL                                          $  363,932,704
                                                                 ==============




See Notes to Financial Statements






                                       10
<PAGE>


MERRILL LYNCH PREFERRED FUNDING II, L.P.
STATEMENT OF CASH FLOWS (UNAUDITED)
------------------------------------------------------------------------------

                                                           FOR THE PERIOD
                                                         FEBRUARY 6, 1997
                                                         TO JUNE 27, 1997
                                                         ----------------

EARNINGS                                                  $    11,602,293

CASH FLOWS FROM OPERATING ACTIVITIES:

   Accretion of U.S. Treasury bills                               (75,304)

   Increase in interest receivable                             (7,204,368)
                                                             ------------

     Cash provided by operating activities                      4,322,621
                                                             ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of affiliate debentures                          (360,218,400)

   Purchase of U.S. Treasury bills                             (3,639,000)
                                                             ------------

     Cash used in investing activities                       (363,857,400)
                                                             ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Distributions                                               (4,322,621)

   Proceeds from issuance of preferred securities             309,278,400

   Capital contribution - general partner                      54,579,000
                                                             ------------

     Cash provided by financing activities                    359,534,779
                                                             ------------

NET CHANGE IN CASH                                                -

CASH, BEGINNING OF PERIOD                                         -
                                                             ------------

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


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Distributions of $7,204,368 were accrued at June 27, 1997.


See Notes to Financial Statements



                                       11
<PAGE>


    MERRILL LYNCH PREFERRED FUNDING II, L.P.
    NOTES TO FINANCIAL STATEMENTS
    JUNE 27, 1997 (UNAUDITED)
    ---------------------------------------------------------------------------


1.  ORGANIZATION AND PURPOSE

    Merrill Lynch Preferred Funding II, L.P. (the "Partnership") is a limited
    partnership that was formed under the Delaware Revised Uniform Limited
    Partnership Act on January 16, 1997 for the exclusive purpose of purchasing
    certain eligible debt instruments of Merrill Lynch & Co., Inc. (the
    "Company") and wholly-owned subsidiaries of the Company with the proceeds
    from the sale of (i) its preferred securities (the "Partnership Preferred
    Securities"), representing a limited partner interest, to Merrill Lynch
    Preferred Capital Trust II (the "Trust") and (ii) a capital contribution
    from the Company in exchange for the general partnership interest in the
    Partnership.

    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, 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.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENTS
    The Partnership's investments in affiliate debentures and U.S. Treasury
    bills are classified as held-to-maturity and are recorded at accreted cost.
    As of June 27, 1997, the carrying value of these investments approximates
    their fair value.

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

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 8% per annum. The interest payment dates and
    redemption provisions of the debentures, which are redeemable at the option
    of the Company and its subsidiary on or after March 30, 2007, 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.



                                       12
<PAGE>

    MERRILL LYNCH PREFERRED FUNDING II, L.P.
    NOTES TO FINANCIAL STATEMENTS
    JUNE 27, 1997 (UNAUDITED)
    --------------------------------------------------------------------------


 4. PARTNERS' CAPITAL

    The Partnership issued 12,371,136 8% Partnership Preferred Securities, $25
    liquidation preference per security, to the Trust on February 6, 1997.
    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 are
    redeemable on or after March 30, 2007 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 pari passu with the most senior
    preferred stock of the Company.


                                       13


<PAGE>


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

      Merrill Lynch Preferred Capital Trust II (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 January 16, 1997, which was subsequently amended by an
amended and restated declaration of trust dated as of February 4, 1997. The
Trust exists for the exclusive purposes of (i) issuing trust securities,
consisting of 8% 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 8% Partnership Preferred Securities
(the "Partnership Preferred Securities") issued by Merrill Lynch Preferred
Funding II, L.P. (the "Partnership"), and (iii) engaging in only those other
activities necessary or incidental thereto.

      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 on January 16, 1997, which was subsequently amended by an
amended and restated agreement of limited partnership dated February 6, 1997.
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 Registrants' activities are limited to issuing securities and
investing the proceeds as described above. Since the Trust was organized on
January 16, 1997, its activities, as specified in its declaration of trust, have
been limited to the issuance of the TOPrS and the Trust Common Securities, the
investing of the proceeds in the Partnership Preferred Securities, and the
payment of distributions on the TOPrS and the Trust Common Securities in
accordance with their terms. Since the Partnership was organized on January 16,
1997, its activities, as specified in its agreement of limited partnership, have
been limited to the issuance of the Partnership Preferred Securities, the
receipt of a capital contribution from the Company, as general partner, the
investment of the proceeds in Affiliate Investment Instruments and certain
eligible debt securities, and the payment of distributions on the Partnership
Preferred Securities.

                                       14
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
         -----------------

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

ITEM 2.  CHANGES IN SECURITIES
         ---------------------

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         -------------------------------

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION
         -----------------

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

(a)      Exhibits

              4.1 Certificate of Trust, dated January 16, 1997, of the Trust
                  (incorporated by reference to Exhibit 4.1 to Registration
                  Statement on Form S-3 (No. 333-20137) (the "Registration
                  Statement"))

              4.2 Amended and Restated Declaration of Trust, dated as of
                  February 4, 1997, of the Trust (incorporated by reference to
                  Exhibit 4.2 to the Trust's Quarterly Report on Form 10-Q for
                  the period ended March 28, 1997 (File No. 1-7182-04))

              4.3 Certificate of Limited Partnership, dated as of January 16,
                  1997, of the Partnership (incorporated by reference to Exhibit
                  4.3 to the Registration Statement)

              4.4 Amended and Restated Agreement of Limited Partnership, dated
                  as of February 6, 1997, of the Partnership (incorporated by
                  reference to Exhibit 4.4 to the Partnership's Quarterly Report
                  on Form 10-Q for the period ended March 28, 1997 (File No.
                  1-7182-03))

              4.5 Form of Trust Preferred Securities Guarantee Agreement between
                  the Company and The Chase Manhattan Bank, as guarantee trustee
                  (incorporated by reference to Exhibit 4.5 to the Registration


                                       15
<PAGE>

                  Statement)

              4.6 Form of Partnership Preferred Securities Guarantee Agreement
                  between the Company and The Chase Manhattan Bank, 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 Chase Manhattan Bank, as trustee (incorporated by
                  reference to Exhibit 4.7 to the Registration Statement)

              4.8 Form of Affiliate Debenture Guarantee Agreement between the
                  Company and The Chase Manhattan Bank, 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 Computation  of Ratios of Earnings to Combined Fixed Charges
                  and Preferred Securities Dividends

               27 Financial Data Schedules*

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

         *The Financial Data Schedules to be contained in Exhibit 27 are
         required to be submitted only in the Registrants' electronic filing of
         this Form 10-Q by means of the EDGAR system.

(b)   Reports on Form 8-K

      None.



                                       16
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on the 
7th day of August, 1997.

                              MERRILL LYNCH PREFERRED CAPITAL TRUST II


                              By:    /s/ THERESA LANG
                                     ----------------------------------------
                              Name:   Theresa Lang
                              Title: Regular Trustee (Principal Financial
                                     Officer of the Trust)

                              By:    /s/ STANLEY SCHAEFER
                                     ----------------------------------------
                              Name:   Stanley Schaefer
                              Title:  Regular Trustee


                              MERRILL LYNCH PREFERRED FUNDING II, L.P.


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


                              By:    /s/ THERESA LANG
                                     -----------------------------------------
                              Name:  Theresa Lang
                              Title: Senior Vice President and Treasurer
                                     (Principal Financial Officer of the
                                     Partnership)


                                       17