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

                                    FORM 10-K
                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(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 31, 2004

[ ]     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 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)

    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
-------------------                   -----------------------------------------
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)

    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
-------------------                    -----------------------------------------
8% 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 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 accelerated filers
(as defined in Exchange Act Rule 12b-2).  Yes [] No [x]

As of the close of business on June 25, 2004, no voting stock of the Registrants
was held by non-affiliates of the Registrants.

As of  March  29,  2005,  no  voting  stock  of the  Registrants  was  held  by
non-affiliates of the Registrants.
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE:

Prospectus, dated February 4, 1997, filed pursuant to Rule 424(b) in connection
with Registration Statement on Form S-3 (No. 333-20137) filed by the Registrants
and Merrill Lynch & Co., Inc., is incorporated by reference in this Form 10-K in
response to Part I. Portion of the Merrill Lynch & Co., Inc. Proxy Statement,
dated March 15, 2005, for its 2005 Annual Meeting of Shareholders to be held
April 22, 2005 is incorporated by reference in this Form 10-K in response to
Part III.
================================================================================



                                     PART I
                                     ------

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

         MERRILL LYNCH PREFERRED CAPITAL TRUST II

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. 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 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.



         MERRILL LYNCH PREFERRED FUNDING II, 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 January 16, 1997, which was
subsequently amended by an amended and restated agreement of limited partnership
dated February 6, 1997. 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 II", "Merrill Lynch Preferred Funding II, 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 February 4, 1997 of the Trust and
the Partnership is incorporated by reference herein.

Available Information
---------------------

The Registrants and Merrill Lynch file annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document we file with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 for information on the Public
Reference Room. The SEC maintains an internet site that contains annual,
quarterly and current reports, proxy and information statements and other
information that issuers (including the Registrants and Merrill Lynch & Co.,
Inc.) file electronically with the SEC. The SEC's internet site is www.sec.gov.

Merrill Lynch's internet address is www.ml.com. Merrill Lynch makes available,
free of charge, its proxy statements, annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934. In addition, the website includes information concerning
beneficial ownership of Merrill Lynch's equity securities by its executive
officers and directors. Investors can find this information under "SEC Reports"
through the investor relations section of the website which can be accessed
directly at www.ir.ml.com. These reports are available through the website as
soon as reasonably practicable after such reports are electronically filed with,
or furnished to, the SEC. Additionally, Merrill Lynch's Guidelines for Business
Conduct, Code of Ethics for Financial Professionals and charters for the
committees of its Board of Directors have been filed as exhibits to SEC reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934. These documents, along with Merrill Lynch's Corporate Governance
Guidelines, are also available on the investor relations section of the website.
The information on Merrill Lynch's websites is not incorporated by reference
into this Report. Holders of the Registrants' securities may obtain copies of
these reports and documents, free of charge, upon written request to Judith A.
Witterschein, Corporate Secretary, by mail at Merrill Lynch & Co., Inc., 222
Broadway, 17th Floor, New York, NY 10038 or by email at
corporate_secretary@ml.com.

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 February 6, 1997 and
payable quarterly in arrears on each March 30, June 30, September 30 and
December 30, commencing March 30, 1997, at an annual rate of 8% 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 8%. 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 February 6, 1997, 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 by reference herein.

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

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

The persons who function as the equivalent of the chief executive officer and
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 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.
<PAGE>
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 2004 that has
materially affected, or is reasonably likely to materially affect, the Trust's
or the Partnership's internal control over financial reporting.

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

No information required to be disclosed under this item.


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

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 31, 2004 and December 26, 2003. There were no other services
rendered by Deloitte & Touche LLP to the Trust and the Parnership in fiscal
years ended December 31, 2004 and December 26, 2003.

                                               2004                  2003
                                            -------               -------
              Audit Fee(1)                  $12,200               $10,900

The Audit Committee of the Board of Directors of the Company is 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. Consistent with SEC rules
regarding auditor independence, the Audit Committee of the Company has
established a policy governing the provision of audit and non-audit services to
the Company and its subsidiaries (Pre-Approval Policy). The description of the
Pre-Approval Policy found on page 33 of the Company's 2005 Proxy Statement filed
on March 15, 2005 is incorporated herein by reference. You may obtain a copy of
the 2005 Proxy Statement on the Company's Investor Relations website at
www.ir.ml.com or by written request to Judith A. Witterschein, Corporate
Secretary, Merrill Lynch & Co., Inc., 222 Broadway, 17th Floor, New York, New
York 10038-2510.

--------------
(1) Audit Fees consisted of fees for the audit 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, statutory
audits, consents and review of documents filed with the SEC.

                                     PART IV
                                     -------

ITEM 15. EXHIBITS, 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 hereof, 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.
<PAGE>

         3.       Exhibits

                  Certain of the following exhibits were previously filed as
                  exhibits to other reports or registration statements filed by
                  the Registrants and are incorporated herein by reference to
                  such reports or registration statements as indicated
                  parenthetically below by the appropriate report reference date
                  or registration statement number.

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

         4.2      Amended and Restated Declaration of Trust of the Trust, dated
                  as of February 4, 1997 (incorporated by reference to Exhibit
                  4.2 to the Trust's Quarterly Report on Form 10-Q for the
                  quarter 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 the Registration Statement).

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

         4.5      Form of Trust Preferred Securities Guarantee Agreement between
                  the Company and JPMorgan Chase Bank, N.A.(1), 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 JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A., 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.

         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.




-------------------
(1) As used in Item 15 and the Exhibit Index of this Report, "JPMorgan Chase
    Bank, N.A." shall mean the entity formerly known as JPMorgan Chase and The
    Chase Manhattan Bank.

* Filed herewith


<PAGE>


                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------
                                  ITEM 15(1)

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

MERRILL LYNCH PREFERRED CAPITAL TRUST II

     Balance Sheets, December 31, 2004 and December 26, 2003               F-2

     Statements of Earnings, Years Ended December 31, 2004,
           December 26, 2003 and December 27, 2002                         F-3

     Statements of Changes in  Stockholders' Equity,  Years
           Ended  December 31, 2004, December 26, 2003 and
           December 27, 2002                                               F-4

     Statements of Cash Flows, Years Ended December 31, 2004,
           December 26, 2003 and December 27, 2002                         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 II, L.P.

     Balance Sheets, December 31, 2004 and December 26, 2003               F-10

     Statements of Earnings, Years Ended December 31, 2004,
           December 26, 2003 and December 27, 2002                         F-11

     Statements of Changes in Partners' Capital, Years Ended
           December 31, 2004, December 26, 2003 and
           December 27, 2002                                               F-12

     Statements of Cash Flows, Years Ended December 31, 2004,
           December 26, 2003 and December 27, 2002                         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 II
BALANCE SHEETS
(dollars in thousands, except per security amounts)
-------------------------------------------------------------------------------------------------------


                                                              December 31, 2004       December 26, 2003
                                                              -----------------       -----------------
<S>                                                           <C>                     <C>


ASSETS

Investment in affiliate partnership preferred securities             $  309,278              $  309,278
Interest receivable from affiliate                                            -                   6,185
                                                                     ----------              ----------
Total Assets                                                         $  309,278              $  315,463
                                                                     ==========              ==========

LIABILITY AND STOCKHOLDERS' EQUITY

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

Stockholders' equity:
     Preferred  securities  (8%  Trust
         Originated  Preferred   Securities;
         12,000,000 authorized, issued, and
         outstanding; $25 liquidation
         amount per security)                                           300,000                 300,000
     Common securities (8% Trust Common
         Securities; 371,136 authorized,
         issued, and outstanding;
         $25 liquidation amount per security)                             9,278                   9,278
                                                                     ----------              ----------
     Total Stockholders' equity                                         309,278                 309,278
                                                                     ----------              ----------
Total Liability and Stockholders' Equity                             $  309,278              $  315,463
                                                                     ==========              ==========

</TABLE>

See Notes to Financial Statements

                                       F-2

<PAGE>

<TABLE>
<CAPTION>

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



                                                                                   FOR THE YEAR ENDED
                                                          -----------------------------------------------------------------
                                                          December 31, 2004        December 26, 2003      December 27, 2002
                                                          -----------------        -----------------    -------------------
<S>                                                       <C>                      <C>                    <C>

EARNINGS

Interest on affiliate partnership preferred securities            $  24,742                $  24,742              $  24,742
                                                                  =========                =========              =========



</TABLE>

See Notes to Financial Statements

                                       F-3

<PAGE>

<TABLE>
<CAPTION>

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


                                                                               FOR THE YEAR ENDED
                                                     -----------------------------------------------------------------
                                                     December 31, 2004         December 26, 2003     December 27, 2002
                                                     -----------------         -----------------   -------------------

<S>                                                  <C>                       <C>                   <C>

PREFERRED SECURITIES
Balance, beginning and end of period                         $ 300,000                 $ 300,000             $ 300,000


COMMON SECURITIES
Balance, beginning and end of period                             9,278                     9,278                 9,278


UNDISTRIBUTED EARNINGS
Balance, beginning of period                                         -                         -                     -
Earnings                                                        24,742                    24,742                24,742
Distributions                                                  (24,742)                  (18,557)              (18,556)
Distributions payable                                                -                    (6,185)               (6,186)
                                                             ---------                 ---------             ---------
Balance, end of period                                               -                         -                     -
                                                             ---------                 ---------             ---------
Total Stockholders' Equity                                   $ 309,278                 $ 309,278             $ 309,278
                                                             =========                 =========             =========


</TABLE>
See Notes to Financial Statements

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

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

                                                                        FOR THE YEAR ENDED
                                                   ------------------------------------------------------------
                                                   December 31, 2004    December 26, 2003     December 27, 2002
                                                   -----------------    -----------------     -----------------
<S>                                                <C>                  <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Earnings                                                  $ 24,742             $ 24,742              $ 24,742
  Decrease in interest receivable from affiliate               6,185                    -                     -
                                                            --------             --------              --------
        Cash provided by operating activities                 30,927               24,742                24,742
                                                            --------             --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions                                              (30,927)             (24,742)              (24,742)
                                                            --------             --------              --------
        Cash used for financing activities                   (30,927)             (24,742)              (24,742)
                                                            --------             --------              --------

NET CHANGE IN CASH                                                 -                    -                     -
                                                            --------             --------              --------
CASH, BEGINNING OF PERIOD                                          -                    -                     -
                                                            --------             --------              --------
CASH, END OF PERIOD                                         $      -             $      -              $      -
                                                            ========             ========              ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:

No distributions were accrued at December 31, 2004 and preferred and common
distributions of $6,000 and $186, respectively, were accrued at December 26,
2003 and distributed in the following fiscal year.

</TABLE>

See Notes to Financial Statements

                                       F-5

<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST II
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
--------------------------------------------------------------------------------


1. ORGANIZATION AND PURPOSE

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. 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
8% Trust Originated Preferred Securities (the "Trust Preferred Securites") 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 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.


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 in the Partnership and is recorded at cost. At year
end, the fair value of the investment approximates its carrying 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.

                                       F-6

<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST II
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
--------------------------------------------------------------------------------

3. INVESTMENT IN AFFILIATE 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 equally 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.

                                       F-7

<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Merrill Lynch Preferred Capital Trust II

We have audited the accompanying balance sheets of Merrill Lynch Preferred
Capital Trust II (the "Trust") as of December 31, 2004 and December 26, 2003,
and the related statements of earnings, changes in stockholders' equity and
cash flows for each of the three years in the period ended December 31, 2004.
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 contol 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 at December 31, 2004 and December
26, 2003, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

New York, New York
March 29, 2005


                                       F-8
<PAGE>
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------
Quarterly Information
---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred Capital
Trust II for 2004 and 2003 are prepared in conformity with U.S. generally
accepted accounting principles, which include industry practices, 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. 31,   Sept. 24,   June 25,   Mar.26,   Dec. 26,   Sept. 26,   June 27,   Mar.28,
                           2004        2004       2004      2004       2003        2003       2003      2003
                        ------------------------------------------------------------------------------------
<S>                     <C>        <C>         <C>        <C>       <C>        <C>         <C>        <C>
Total Revenues          $6,185     $6,186      $6,185     $6,186    $6,185     $6,186      $6,185     $6,186

Net Earnings            $6,185     $6,186      $6,185     $6,186    $6,185     $6,186      $6,185     $6,186
</TABLE>


                                       F-9
<PAGE>





<TABLE>
<CAPTION>

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

                                                           December 31, 2004          December 26, 2003
                                                           -----------------          -----------------

<S>                                                        <C>                         <C>

ASSETS

Investments:
     Affiliate debentures                                        $  360,218                  $  360,218
     U.S. Government and agencies                                     3,647                       3,642
                                                                 ----------                  ----------
     Total investments                                              363,865                     363,860

Interest receivable from affiliates                                       -                       7,204
                                                                 ----------                  ----------
Total Assets                                                     $  363,865                  $  371,064
                                                                 ==========                  ==========

LIABILITY AND PARTNERS' CAPITAL

Distributions payable                                            $        -                  $    7,204
                                                                 ----------                  ----------
Partners' capital:
     Limited partnership interest                                   309,278                     309,278
     General partnership interest                                    54,587                      54,582
                                                                 ----------                  ----------
     Total partners' capital                                        363,865                     363,860
                                                                 ----------                  ----------
Total Liability and Partners' Capital                            $  363,865                  $  371,064
                                                                 ==========                  ==========

</TABLE>

See Notes to Financial Statements

                                       F-10

<PAGE>

<TABLE>
<CAPTION>

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


                                                                        FOR THE YEAR ENDED
                                            ----------------------------------------------------------------------
                                            December 31, 2004           December 26, 2003        December 27, 2002
                                            -----------------           -----------------      -------------------
<S>                                         <C>                         <C>                      <C>


EARNINGS

Interest income:
     Affiliate debentures                           $  28,817                   $  28,817                $  28,817
     U.S. Government and agencies                          51                          45                       80
                                                    ---------                   ---------                ---------
Earnings                                            $  28,868                   $  28,862                $  28,897
                                                    =========                   =========                =========


</TABLE>

See Notes to Financial Statements

                                      F-11

<PAGE>

<TABLE>
<CAPTION>

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

                                                                       FOR THE YEAR ENDED
                                                ---------------------------------------------------------------
                                                December 31, 2004       December 26, 2003     December 27, 2002
                                                -----------------       -----------------     -----------------
<S>                                              <C>                     <C>                   <C>

LIMITED PARTNER'S CAPITAL
Balance, beginning of period                            $ 309,278               $ 309,278             $ 309,278
Net income allocated to limited partner                    24,742                  24,742                24,742
Distributions                                             (24,742)                (18,557)              (18,556)
Distributions payable                                           -                  (6,185)               (6,186)
                                                        ---------               ---------             ---------
Balance, end of period                                    309,278                 309,278               309,278
                                                        ---------               ---------             ---------

GENERAL PARTNER'S CAPITAL
Balance, beginning of period                               54,582                  54,599                54,684
Net income allocated to general partner                     4,126                   4,120                 4,155
Distributions                                              (4,121)                 (3,118)               (3,221)
Distributions payable                                           -                  (1,019)               (1,019)
                                                        ---------               ---------             ---------
Balance, end of period                                     54,587                  54,582                54,599
                                                        ---------               ---------             ---------
TOTAL PARTNERS' CAPITAL                                 $ 363,865               $ 363,860             $ 363,877
                                                        =========               =========             =========


</TABLE>

See Notes to Financial Statements

                                      F-12

<PAGE>

<TABLE>
<CAPTION>

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


                                                                                FOR THE YEAR ENDED
                                                        ---------------------------------------------------------------
                                                        December 31, 2004        December 26, 2003    December 27, 2002
                                                        -----------------        -----------------    -----------------

<S>                                                     <C>                      <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Earnings                                                    $ 28,868                 $ 28,862             $ 28,897
     Accretion of U.S. Government and agencies                        (51)                     (45)                 (80)
     Decrease in interest receivable from affiliates                7,204                        -                    -
                                                                 --------                 --------             --------
        Cash provided by operating activities                      36,021                   28,817               28,817
                                                                 --------                 --------             --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of investment securities                            (7,278)                 (10,916)              (7,277)
     Maturities of investment securities                            7,324                   10,977                7,442
                                                                 --------                 --------             --------
        Cash provided by investing activities                          46                       61                  165
                                                                 --------                 --------             --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to limited partner                             (30,927)                 (24,742)             (24,742)
     Distributions to general partner                              (5,140)                  (4,137)              (4,240)
                                                                 --------                 --------             --------
        Cash used for financing activities                        (36,067)                 (28,879)             (28,982)
                                                                 --------                 --------             --------

NET CHANGE IN CASH                                                      -                       (1)                    -
                                                                 --------                 --------             --------
CASH, BEGINNING OF PERIOD                                               -                        1                    1
                                                                 --------                 --------             --------
CASH, END OF PERIOD                                              $      -                 $      -            $       1
                                                                 ========                 ========             ========




SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:

No distributions were accrued at December 31, 2004 and distributions of
$7,204 were accrued at December 26, 2003 and distributed in the following fiscal
year.

</TABLE>

See Notes to Financial Statements

                                      F-13

<PAGE>

MERRILL LYNCH PREFERRED FUNDING II, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
--------------------------------------------------------------------------------


1. ORGANIZATION AND PURPOSE

Merrill Lynch Preferred Funding II, 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 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 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.


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, and
its investment in U.S. Government and agencies, which are recorded at accreted
cost and which mature within one year, are classified as available-for-sale,
which 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 II, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
--------------------------------------------------------------------------------


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.


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 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 $55.0 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
II, L.P.

We have audited the accompanying balance sheets of Merrill Lynch Preferred
Funding II, L.P. (the "Partnership") as of December 31, 2004 and December 26,
2003, and the related statements of earnings, changes in partners' capital and
cash flows for each of the three years in the period ended December 31, 2004.
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 contol 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 at December 31, 2004 and
December 26, 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Deloitte & Touche LLP

New York, New York
March 29, 2005



                                      F-16
<PAGE>
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------
Quarterly Information
---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred
Funding II, L.P. for 2004 and 2003 are prepared in conformity with U.S.
generally accepted accounting principles, which include industry practices,
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. 31,   Sept. 24,   June 25,   Mar.26,   Dec. 26,   Sept. 26,   June 27,    Mar.28,
                           2004        2004       2004      2004       2003        2003       2003       2003
                        -------------------------------------------------------------------------------------
<S>                     <C>         <C>        <C>        <C>        <C>       <C>         <C>         <C>
Total Revenues          $7,221     $7,217      $7,219     $7,211    $7,214     $7,215      $7,215      $7,218

Net Earnings            $7,221     $7,217      $7,219     $7,211    $7,214     $7,215      $7,215      $7,218
</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 29th day of March,
2005.

                              MERRILL LYNCH PREFERRED CAPITAL TRUST II*

                               By: /s/ HAIG NARGESIAN
                                   ---------------------------------------------
                               Name:   Haig Nargesian
                               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
      Trustee, 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 29th day of March, 2005.

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


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


    /s/ JUDITH A. WITTERSCHEIN                   Secretary
-----------------------------------------
       (Judith A. Witterschein)




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 29th day of March, 2005.



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



   /s/  E. STANLEY O'NEAL                   Director, Chairman of the Board and
-----------------------------------------   Chief Executive Officer
       (E. Stanley O'Neal)                  (Principal Executive Officer)


    /s/ AHMASS L. FAKAHANY                  Executive Vice President and Chief
-----------------------------------------   Financial Officer
       (Ahmass L. Fakahany)                 (Principal Financial Officer)



    /s/ LAURENCE A. TOSI                    Vice President and Finance Director
-----------------------------------------   (Principal Accounting Officer)
        (Laurence A. Tosi)



    /s/ W. H. CLARK                         Director
-----------------------------------------
       (W. H. Clark)


    /s/ JILL K. CONWAY                      Director
-----------------------------------------
       (Jill K. Conway)


    /s/ ALBERTO CRIBIORE                    Director
 ----------------------------------------
       (Alberto Cribiore)


    /s/ JOHN D. FINNEGAN                    Director
-----------------------------------------
       (John D. Finnegan)


    /s/ HEINZ-JOACHIM NEUBURGER             Director
-----------------------------------------
       (Heinz-Joachim Neuburger)


    /s/ DAVID K. NEWBIGGING                 Director
-----------------------------------------
       (David K. Newbigging)


    /s/ AULANA L. PETERS                    Director
-----------------------------------------
       (Aulana L. Peters)


    /s/ JOSEPH W. PRUEHER                   Director
-----------------------------------------
       (Joseph W. Prueher)


    /s/ ANN N. REESE                        Director
-----------------------------------------
       (Ann N. Reese)



    /s/ CHARLES O. ROSSOTTI                 Director
-----------------------------------------
       (Charles O. Rossotti)



<PAGE>


                                  EXHIBIT INDEX

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

4.2      Amended and Restated Declaration of Trust of the Trust, dated as of
         February 4, 1997 (incorporated by reference to Exhibit 4.2 to the
         Trust's Quarterly Report on Form 10-Q for the quarter 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 of the
         Partnership (incorporated by reference to Exhibit 4.4 to the
         Partnership's Quarterly Report on Form 10-Q for the quarter ended March
         28, 1997 (File No. 1-7182-03)).

4.5      Form of Trust Preferred Securities Guarantee Agreement between
         the Company and JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A., 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.

23*      Consent of Deloitte & Touche LLP.

31.1*    Rule 13a-14(a) Certifiction.

31.2*    Rule 13a-14(a) Certifiction.

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.
------------------

* Filed herewith