Exhibit 31



                                  Certification
                                  -------------

I, Ahmass L. Fakahany, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Merrill Lynch Preferred
Capital Trust II and Merrill Lynch Preferred Funding II, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrants as
of, and for, the periods presented in this report;

4. The registrants' other certifying officer(s)* and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to each registrant, including each registrant's
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of each registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(c) Disclosed in this report any change in each registrant's internal control
over financial reporting that occurred during each registrant's most recent
fiscal quarter (each registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, each registrant's internal control over financial reporting; and

5. Each registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to each
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect each registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in each registrant's internal control over
financial reporting.


                               MERRILL LYNCH PREFERRED CAPITAL TRUST II


                               By: /s/ AHMASS L. FAKAHANY
                                   ---------------------------------------------
                               Name:   Ahmass L. Fakahany *
                               Title:  Regular Trustee


                               MERRILL LYNCH PREFERRED FUNDING II, L.P.

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


                               By: /s/ AHMASS L. FAKAHANY
                                   ---------------------------------------------
                               Name:   Ahmass L. Fakahany *
                               Title:  Executive Vice President and
                                       Chief Financial Officer



Dated:  August 7, 2003
----------------------
* Ahmass L. Fakahany functions as the equivalent of the Chief Executive Officer
and Chief Financial Officer of each of the Trust and the Partnership for
purposes of Section 302 of the Sarbanes-Oxley Act of 2002.