Exhibit 31.1

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

I, Haig J. Nargesian, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Merrill Lynch Preferred
Capital Trust II (the "Trust") 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 Trust as
of, and for, the periods presented in this report;

4. The Trust's 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 Trust 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 the Trust, including the Trust'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 the Trust'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 the Trust's internal control
over financial reporting that occurred during the Trust's most recent
fiscal quarter (the Trust's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the Trust's internal control over financial reporting; and

5. The Trust's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Trust's auditors and the audit committee of the Trust'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 the Trust'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 the Trust's internal control over
financial reporting.


                               MERRILL LYNCH PREFERRED CAPITAL TRUST II


                               By: /s/ HAIG J. NARGESIAN
                                   ---------------------------------------------
                               Name:   Haig J. Nargesian *
                               Title:  Regular Trustee




Dated:  May 6, 2004
-------------------

* Haig J. Nargesian functions as the equivalent of the Chief Executive Officer
  and Chief Financial Officer of the Trust for purposes of Section 302 of the
  Sarbanes-Oxley Act of 2002.