SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-K

                      ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                 -----------------------------------------------
                   For the fiscal year ended December 27, 2002

                     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 Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).  Yes [] No [x]

As of the close of business on June 28, 2002, no voting stock of the Registrants
was held by non-affiliates of the Registrants.

As of  March  26,  2003,  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.- INCORPORATED  BY  REFERENCE  IN  PART  I
================================================================================



                                     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") 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 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.

ITEM 2.  PROPERTIES
         ----------

Not Applicable.

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 AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

(a) There is no established public market for the Trust Common Securities or the
general partnership interest in the Partnership.

(b) All of the Trust Common Securities and the entire general partnership
interest in the Partnership are owned of record and beneficially by the Company.

(c) 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 DISCLOSURE 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 ML
& Co. 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
independent auditors' reports 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 DISCLOSURES
         ---------------------

None.

<PAGE>


                                    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.  CONTROLS AND PROCEDURES
          -----------------------

          The officer who functions as the equivalent of the chief executive
officer and chief financial officer of the Trust and the Partnership has
evaluated the effectiveness of the Trust's and the Partnership's disclosure
controls and procedures as of a date within ninety days prior to the filing
date of this Form 10-K. Based on this evaluation, the officer who functions
as the equivalent of the chief executive officer and chief financial
officer of the Trust and the Partnership has concluded that the Trust's and
the Partnership's disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14 under the Securities Exchange Act of 1934) are effective
and that there have been no significant changes in internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

                                     PART IV
                                     -------

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
         ---------------------------------------------------------------

(a)      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
                  independent auditors' reports 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  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 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 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 Distributions

         23*      Consent of Deloitte & Touche LLP

         99*      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K

         None.

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

* Filed herewith


<PAGE>


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

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

MERRILL LYNCH PREFERRED CAPITAL TRUST II

     Balance Sheets, December 27, 2002 and December 28, 2001               F-2

     Statements of Earnings, Years Ended December 27, 2002,
           December 28, 2001 and December 29, 2000                         F-3

     Statements of Changes in  Stockholders' Equity,  Years
           Ended  December 27, 2002, December 28, 2001 and
           December 29, 2000                                               F-4

     Statements of Cash Flows, Years Ended December 27, 2002, December 28, 2001
           and December 29, 2000                                           F-5

     Notes to Financial Statements                                         F-6

     Independent Auditors' Report                                          F-8

     Supplemental Financial Information (Unaudited)                        F-9


MERRILL LYNCH PREFERRED FUNDING II, L.P.

     Balance Sheets, December 27, 2002 and December 28, 2001               F-10

     Statements of Earnings, Years Ended December 27, 2002,
           December 28, 2001 and December 29, 2000                         F-11

     Statements of Changes in Partners' Capital, Years Ended
           December 27, 2002, December 28, 2001 and
           December 29, 2000                                               F-12

     Statements of Cash Flows, Years Ended December 27, 2002, December 28, 2001
           and December 29, 2000                                           F-13

     Notes to Financial Statements                                         F-14

     Independent Auditors' Report                                          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 27, 2002       DECEMBER 28, 2001
                                                              -----------------       -----------------
<S>                                                           <C>                     <C>


ASSETS

Investment in partnership preferred securities                       $  309,278              $  309,278
Income receivable                                                         6,186                   6,186
                                                                     ----------              ----------
Total Assets                                                         $  315,464              $  315,464
                                                                     ==========              ==========

LIABILITY AND STOCKHOLDERS' EQUITY

Distributions payable                                                $    6,186              $    6,186
                                                                     ----------              ----------

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                             $  315,464              $  315,464
                                                                     ==========              ==========

</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 27, 2002        DECEMBER 28, 2001      DECEMBER 29, 2000
                                                          -----------------        -----------------    -------------------
<S>                                                       <C>                      <C>                    <C>

EARNINGS

Income on 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 27, 2002         DECEMBER 28, 2001     DECEMBER 29, 2000
                                                     -----------------         -----------------   -------------------

<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                                                  (18,556)                  (18,556)              (18,556)
Distributions payable                                           (6,186)                   (6,186)               (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 27, 2002    DECEMBER 28, 2001     DECEMBER 29, 2000
                                                   -----------------    -----------------     -----------------
<S>                                                <C>                  <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Earnings                                                  $ 24,742             $ 24,742              $ 24,742
 (Increase) Decrease in income receivable                          -                    -                (6,186)
                                                            --------             --------              --------
        Cash provided by operating activities                 24,742               24,742                18,556
                                                            --------             --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions                                              (24,742)             (24,742)              (18,556)
                                                            --------             --------              --------
        Cash used for financing activities                   (24,742)             (24,742)              (18,556)
                                                            --------             --------              --------

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


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:

Preferred and common distributions of $6,000 and $186, respectively, were
accrued at December 27, 2002 and December 28, 2001 and distributed in the
following fiscal years.

</TABLE>

See Notes to Financial Statements

                                       F-5

<PAGE>

MERRILL LYNCH PREFERRED CAPITAL TRUST II
NOTES TO FINANCIAL STATEMENTS
December 27, 2002
--------------------------------------------------------------------------------


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 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.

INVESTMENT

The investment in 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 27, 2002
--------------------------------------------------------------------------------

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 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>


INDEPENDENT AUDITORS' REPORT

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 27, 2002 and December 28, 2001,
and the related statements of earnings, changes in stockholders' equity, and
cash flows for each of the three years in the period ended December 27, 2002.
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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 27, 2002 and December
28, 2001, and the results of its operations and its cash flows for each of the
three years in the period ended December 27, 2002 in conformity with accounting
principles generally accepted in the United States of America.



/s/  Deloitte & Touche LLP

New York, New York
March 26, 2003


                                       F-8
<PAGE>
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------
Quarterly Information
---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred Capital
Trust II for 2002 and 2001 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. 27,   Sept. 27,   June 28,   Mar.29,   Dec. 28,   Sept. 28,   June 29,   Mar.30,
                           2002        2002       2002      2002       2001        2001       2001      2001
                        ------------------------------------------------------------------------------------
<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 27, 2002          DECEMBER 28, 2001
                                                           -----------------          -----------------

<S>                                                        <C>                         <C>

ASSETS

Cash                                                             $        1                  $        1

Investments:
     Affiliate debentures                                           360,218                     360,218
     U.S. Treasury bills                                              3,658                       3,743
                                                                 ----------                  ----------
     Total investments                                              363,876                     363,961

Interest receivable                                                   7,204                       7,204
                                                                 ----------                  ----------
Total Assets                                                     $  371,081                  $  371,166
                                                                 ==========                  ==========

LIABILITY AND PARTNERS' CAPITAL

Distributions payable                                            $    7,204                  $    7,204
                                                                 ----------                  ----------
Partners' capital:
     Limited partnership interest                                   309,278                     309,278
     General partnership interest                                    54,599                      54,684
                                                                 ----------                  ----------
     Total partners' capital                                        363,877                     363,962
                                                                 ----------                  ----------
Total Liability and Partners' Capital                            $  371,081                  $  371,166
                                                                 ==========                  ==========

</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 27, 2002           DECEMBER 28, 2001        DECEMBER 29, 2000
                                            -----------------           -----------------      -------------------
<S>                                         <C>                         <C>                      <C>


EARNINGS

Interest income:
     Affiliate debentures                           $  28,817                   $  28,817                $  28,817
     U.S. Treasury bills                                   80                         174                      211
                                                    ---------                   ---------                ---------
Earnings                                            $  28,897                   $  28,991                $  29,028
                                                    =========                   =========                =========


</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 27, 2002       DECEMBER 28, 2001     DECEMBER 29, 2000
                                                -----------------       -----------------     -----------------
<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                                             (18,556)                (18,556)              (18,556)
Distributions payable                                      (6,186)                 (6,186)               (6,186)
                                                        ---------               ---------             ---------
Balance, end of period                                    309,278                 309,278               309,278
                                                        ---------               ---------             ---------

GENERAL PARTNER'S CAPITAL
Balance, beginning of period                               54,684                  54,624                54,613
Net income allocated to general partner                     4,155                   4,249                 4,286
Distributions                                              (3,221)                 (3,170)               (3,257)
Distributions payable                                      (1,019)                 (1,019)               (1,018)
                                                        ---------               ---------             ---------
Balance, end of period                                     54,599                  54,684                54,624
                                                        ---------               ---------             ---------
TOTAL PARTNERS' CAPITAL                                 $ 363,877               $ 363,962             $ 363,902
                                                        =========               =========             =========


</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 27, 2002        DECEMBER 28, 2001    DECEMBER 29, 2000
                                                        -----------------        -----------------    -----------------

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

CASH FLOWS FROM OPERATING ACTIVITIES:
     Earnings                                                    $ 28,897                 $ 28,991             $ 29,028
     Accretion of U.S. Treasury bills                                 (80)                    (174)                (211)
     (Increase) decrease  in interest receivable                        -                        -               (7,204)
                                                                 --------                 --------             --------
        Cash provided by operating activities                      28,817                   28,817               21,613
                                                                 --------                 --------             --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of investment securities                            (7,277)                  (3,638)              (7,277)
     Maturities of investment securities                            7,442                    3,751                7,478
                                                                 --------                 --------             --------
        Cash provided by investing activities                         165                      113                  201
                                                                 --------                 --------             --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to limited partner                             (24,742)                 (24,742)             (18,556)
     Distributions to general partner                              (4,240)                  (4,188)              (3,257)
                                                                 --------                 --------             --------
        Cash used for financing activities                        (28,982)                 (28,930)             (21,813)
                                                                 --------                 --------             --------

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




SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:

Distributions of $7,204 were accrued at December 27, 2002 and December 28, 2001
and distributed in the following fiscal years.

</TABLE>

See Notes to Financial Statements

                                      F-13

<PAGE>

MERRILL LYNCH PREFERRED FUNDING II, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 27, 2002
--------------------------------------------------------------------------------


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 (i) the proceeds from the sale
of 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 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. Treasury bills is classified as available-for-sale and
recorded at accreted cost, which approximates 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 27, 2002
--------------------------------------------------------------------------------


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>


INDEPENDENT AUDITORS' REPORT

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 27, 2002 and December 28,
2001, and the related statements of earnings, changes in partners' capital, and
cash flows for each of the three years in the period ended December 27, 2002.
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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 27, 2002 and
December 28, 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 27, 2002 in conformity with
accounting principles generally accepted in the United States of America.


/s/  Deloitte & Touche LLP

New York, New York
March 26, 2003


                                      F-16
<PAGE>
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------
Quarterly Information
---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred
Funding II, L.P. for 2002 and 2001 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. 27,   Sept. 27,   June 28,   Mar.29,   Dec. 28,   Sept. 28,   June 29,    Mar.30,
                           2002        2002       2002      2002       2001        2001       2001       2001
                        -------------------------------------------------------------------------------------
<S>                         <C>         <C>        <C>       <C>        <C>         <C>        <C>       <C>
Total Revenues            7,220       7,220      7,221     7,236      7,242       7,242      7,246     7,261

Net Earnings              7,220       7,220      7,221     7,236      7,242       7,242      7,246     7,261
</TABLE>

                                      F-17
<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 26th day of March,
2003.

                              MERRILL LYNCH PREFERRED CAPITAL TRUST II*

                             By: /s/ John C. Stomber
                              --------------------------------------------------
                              Name:  John C. Stomber
                             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 26th day of March, 2003.

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 26th day of March, 2003.



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



    /s/ DAVID H. KOMANSKY                   Director and Chairman of the Board
-----------------------------------------
       (David H. Komansky)


    /s/ E. STANLEY O'NEAL                   Director and Chief Executive Officer
-----------------------------------------   (Principal Executive Officer)
       (E. Stanley O'Neal)


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



    /s/ JOHN J. FOSINA                      Controller
-----------------------------------------   (Principal Accounting Officer)
       (John J. Fosina)


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


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


    /s/ GEORGE B. HARVEY                    Director
-----------------------------------------
       (George B. Harvey)


    /s/ ROBERT P. LUCIANO                   Director
-----------------------------------------
       (Robert P. Luciano)

                         ..
   /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/ JOHN J. PHELAN, JR.                 Director
-----------------------------------------
       (John J. Phelan, Jr.)


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


<page>
                                  Certification
                                  -------------

I, John C. Stomber, certify that:

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

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

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

4.  The  registrant's  other  certifying  officers*  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


                               MERRILL LYNCH PREFERRED CAPITAL TRUST II


                               By: /s/ JOHN C. STOMBER
                                   ---------------------------------------------
                               Name:   John C. Stomber *
                               Title:  Regular Trustee


                               MERRILL LYNCH PREFERRED FUNDING II, L.P.

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


                               By: /s/ JOHN C. STOMBER
                                   ---------------------------------------------
                               Name:   John C. Stomber *
                               Title:  Senior Vice President and Treasurer


Dated:  March 26, 2003

_______________
* John C. Stomber functions as the equivalent of the Chief Executive Officer and
Chief Financial Officer of each of the Trust and the Partnership for purposes of
Section 302 of the Sarbanes-Oxley Act of 2002.

<PAGE>


                                  EXHIBIT INDEX

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 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 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 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
         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 Distributions

23*      Consent of Deloitte & Touche LLP

99*      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
------------------

* Filed herewith