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

                       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 September 26, 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:

                                                          Name of each exchange
Title of each class                                        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:

                                                          Name of each exchange
Title of each class                                        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 September 26, 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)
--------------------------------------------------------------------------------

                                                              SEPTEMBER 26, 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)
--------------------------------------------------------------------------------

                                              FOR THE THREE       FOR THE PERIOD
                                               MONTHS ENDED  FEBRUARY 6, 1997 TO
                                         SEPTEMBER 26, 1997   SEPTEMBER 26, 1997
                                         ------------------   ------------------
                                                                
EARNINGS:                                                       
Income on partnership preferred securities      $ 6,185,568          $16,082,477
                                                ===========          ===========


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
                                                              SEPTEMBER 26, 1997
                                                              ------------------
PREFERRED SECURITIES

Issuance of preferred securities                                  $ 300,000,000
                                                                  -------------
Balance at September 26, 1997                                       300,000,000
                                                                  -------------



COMMON SECURITIES

Issuance of common securities                                         9,278,400
                                                                  -------------
Balance at September 26, 1997                                         9,278,400
                                                                  -------------


UNDISTRIBUTED EARNINGS

Earnings                                                             16,082,477

Distributions                                                        (9,896,909)

Distributions payable                                                (6,185,568)
                                                                  -------------
Balance at September 26, 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
                                                              SEPTEMBER 26, 1997
                                                              ------------------

EARNINGS                                                          $  16,082,477

CASH FLOWS FROM OPERATING ACTIVITIES:

    Increase in income receivable                                    (6,185,568)
                                                                  -------------
    Cash provided by operating activities                             9,896,909
                                                                  -------------

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:

    Proceeds from issuance of preferred securities                  300,000,000

    Proceeds from issuance of common securities                       9,278,400

    Distributions                                                    (9,896,909)
                                                                  -------------
    Cash provided by financing activities                           299,381,491
                                                                  -------------


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 September 26, 1997.


See Notes to Financial Statements


                                       5
<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST II
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 26, 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
      September 26, 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
SEPTEMBER 26, 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)
--------------------------------------------------------------------------------

                                                              SEPTEMBER 26, 1997
                                                              ------------------
ASSETS

Investments:

    Affiliate debentures                                            $360,218,400
    U.S. Treasury bills                                                3,764,691
                                                                    ------------
    Total investments                                                363,983,091

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

Total Assets                                                        $371,187,459
                                                                    ============



LIABILITY AND PARTNERS' CAPITAL

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

Partners' capital:

    Limited partnership interest                                     309,278,400
    General partnership interest                                      54,704,691
                                                                    ------------
    Total partners' capital                                          363,983,091
                                                                    ------------

Total Liability and Partners' Capital                               $371,187,459
                                                                    ============


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 TO
                                 SEPTEMBER 26, 1997           SEPTEMBER 26, 1997
                                 ------------------           ------------------
Interest income:                                              
    Affiliate debentures                $ 7,204,368                  $18,731,357
    U.S. Treasury bills                      50,387                      125,691
                                        -----------                  -----------
                                                              
Earnings                                $ 7,254,755                  $18,857,048
                                        ===========                  ===========


See Notes to Financial Statements


                                       9
<PAGE>

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

                                                                  FOR THE PERIOD
                                                             FEBRUARY 6, 1997 TO
                                                              SEPTEMBER 26, 1997
                                                              ------------------
LIMITED PARTNER'S CAPITAL

Issuance of preferred securities                                  $ 309,278,400

Net income allocated to limited partner                              16,082,477

Distribution                                                         (9,896,909)

Preferred distribution payable                                       (6,185,568)
                                                                  -------------
Balance at September 26, 1997                                       309,278,400
                                                                  -------------


GENERAL PARTNER'S CAPITAL

Capital contribution                                                 54,579,000

Net income allocated to general partner                               2,774,571

Distribution                                                         (1,630,080)

Distribution payable                                                 (1,018,800)
                                                                  -------------
Balance at September 26, 1997                                        54,704,691
                                                                  -------------

TOTAL PARTNERS' CAPITAL                                           $ 363,983,091
                                                                  =============


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
                                                              SEPTEMBER 26, 1997
                                                              ------------------

EARNINGS                                                          $  18,857,048

CASH FLOWS FROM OPERATING ACTIVITIES:

    Accretion of U.S. Treasury bills                                   (125,691)

    Increase in interest receivable                                  (7,204,368)
                                                                  -------------
       Cash provided by operating activities                         11,526,989
                                                                  -------------

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                                                   (11,526,989)

    Proceeds from the issuance of preferred securities              309,278,400

    Capital contribution - general partner                           54,579,000
                                                                  -------------
       Cash provided by financing activities                        352,330,411
                                                                  -------------

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 September 26, 1997.


See Notes to Financial Statements


                                       11
<PAGE>

MERRILL LYNCH PREFERRED FUNDING II, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 26, 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 September 26, 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
SEPTEMBER 26, 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
            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


                                       15
<PAGE>

            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 November,
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