Exhibit 31.2

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

I, John J. Fosina, 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. (the
"Partnership");

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

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

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

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

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

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

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

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

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


                             MERRILL LYNCH PREFERRED FUNDING II, L.P.

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


                             By: /s/ JOHN J. FOSINA
                                 ---------------------------------------------
                             Name:   John J. Fosina *
                             Title:  Controller, Merrill Lynch & Co., Inc.




Dated:  March 22, 2004
----------------------

* John J. Fosina functions as the equivalent of the Chief Executive Officer and
  Chief Financial Officer of the Partnership for purposes of Section 302 of the
  Sarbanes-Oxley Act of 2002.