~~MERRILL~~UNITED ~~LYNCH~~STATES ~~PREFERRED~~SECURITIES ~~CAPITAL~~AND ~~TRUST~~EXCHANGE III CONDENSED BALANCE SHEETS (unaudited) (dollars in thousands, except per security amounts) ------------------------------------------------------------------------------------------------------------------------- June 27, 2008 December 28, 2007 -------------- ----------------- ASSETS Investment in affiliate partnership preferred securities $ 773,196 $ 773,196 Interest receivable from affiliate 13,531 13,531 ---------- ---------- Total Assets $ 786,727 $ 786,727 ========== ========== Liabilities and Stockholders' Equity Distribution payable $ 13,531 $ 13,531 ---------- ---------- STOCKHOLDERS' EQUITY Stockholders' equity: Preferred securities (7% Trust Originated Preferred Securities; 30,000,000 authorized, issued, and outstanding; $25 liquidation amount per security) $ 750,000 $ 750,000 Common securities (7% Trust Common Securities; 927,840 authorized, issued, and outstanding; $25 liquidation amount per security) 23,196 23,196 ---------- ---------- Total Stockholders' Equity 773,196 773,196 ---------- ---------- Total Liability and Stockholders' Equity $ 786,727 $ 786,727 ========== ==========COMMISSION

MERRILL LYNCH PREFERRED CAPITAL TRUST III CONDENSED STATEMENTS OF EARNINGS (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------------------------------- FOR THE THREE MONTHS ENDED ----------------------------------- June 27WASHINGTON, ~~2008~~D.C. June 29, 2007 -------------- -------------- EARNINGS Interest on affiliate partnership preferred securities $ 13,531 $ 13,531 ========= ========= FOR THE SIX MONTHS ENDED ----------------------------------- June 27, 2008 June 29, 2007 -------------- ------------- EARNINGS Interest on affiliate partnership preferred securities $ 27,062 $27,062 ========== =============20549

~~MERRILL~~FORM ~~LYNCH PREFERRED CAPITAL TRUST III CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) (dollars in thousands)~~ 10----------------------------------------------------------------------------------------------------------------------- FOR THE SIX MONTHS ENDED ----------------------------------- June 27, 2008 June 29, 2007 -------------- -------------- PREFERRED SECURITIES Balance, beginning and end of period $ 750,000 $ 750,000 ---------- ---------- COMMON SECURITIES Balance, beginning and end of period 23,196 23,196 ---------- ---------- UNDISTRIBUTED EARNINGS Balance, beginning of period - - Earnings 27,062 27,062 Distributions (13,531) (13,531) Distributions payable (13,531) (13,531) ---------- ---------- Balance, end of period - - ---------- ---------- Total Stockholders' Equity $ 773,196 $ 773,196 ========== ==========Q

~~MERRILL LYNCH PREFERRED CAPITAL TRUST III CONDENSED STATEMENTS OF CASH FLOWS~~ (~~unaudited)~~Mark ~~(dollars in thousands~~One) ----------------------------------------------------------------------------------------------------------------------- FOR THE SIX MONTHS ENDED -------------------------------- June 27, 2008 June 29, 2007 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Earnings $ 27,062 $ 27,062 Interest receivable from affiliate (13,531) (13,531) -------- --------- Cash provided by operating activities 13,531 13,531 -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions (13,531) (13,531) -------- --------- Cash used for financing activities (13,531) (13,531) -------- --------- NET CHANGE IN CASH - - CASH, BEGINNING OF PERIOD - - -------- --------- CASH, END OF PERIOD $ - $ - ======== ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: Preferred and common distributions of $13,125 and $406 were accrued at June 27, 2008 and June 29, 2007, respectively.

~~MERRILL~~þ ~~LYNCH~~QUARTERLY ~~PREFERRED~~REPORT ~~FUNDING~~PURSUANT ~~III,~~TO ~~L.P.~~SECTION ~~CONDENSED~~13 ~~BALANCE~~OR ~~SHEETS~~ 15(~~unaudited~~d) ~~(dollars~~OF inTHE ~~thousands)~~SECURITIES ~~---------------------------------------------------------------------------------------------------------------------~~EXCHANGE ~~June~~ACT ~~27,~~OF 2008 December 28, 2007 -------------- ----------------- ASSETS Investments: Affiliate debentures $ 900,547 $ 900,547 U.S. Government and agencies 9,113 9,125 ---------- ---------- Total investments 909,660 909,672 Interest receivable from affiliate 15,760 15,759 ---------- ---------- Total Assets $ 925,420 $ 925,431 ========== ========== Liability and Partners' Capital Distribution Payable $ 15,760 $ 15,760 PARTNERS' CAPITAL Partners' capital: Limited partnership interest 773,196 773,196 General partnership interest 136,464 136,475 ---------- ---------- Total Partners' Capital 909,660 909,671 ---------- ---------- Total Liability and Partners' Capital $ 925,420 $ 925,431 ========== ==========1934

~~MERRILL~~For ~~LYNCH~~the ~~PREFERRED~~quarterly ~~FUNDING~~period ~~III,~~ended L.P. CONDENSED STATEMENTS OF EARNINGS (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------------------------------- FOR THE THREE MONTHS ENDED ----------------------------------- June 27 30, ~~2008~~2013 June 29, 2007 -------------- -------------- EARNINGS Interest income: Affiliate debentures $ 15,760 $ 15,759 U.S. Government and agencies 59 114 ---------- ---------- Earnings $ 15,819 $ 15,873 ========== ========== FOR THE SIX MONTHS ENDED ----------------------------------- June 27, 2008 June 29, 2007 -------------- -------------- EARNINGS Interest income: Affiliate debentures $ 31,519 $ 31,518 U.S. Government and agencies 131 231 ---------- ---------- Earnings $ 31,650 $ 31,749 ========== ==========

~~MERRILL~~o ~~LYNCH~~TRANSITION ~~PREFERRED~~REPORT ~~FUNDING~~PURSUANT ~~III,~~TO ~~L.P.~~SECTION CONDENSED STATEMENTS OF CASH FLOWS (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------------------------- FOR THE SIX MONTHS ENDED ----------------------------------- June 27, 2008 June 29, 2007 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Earnings $ 31,650 $ 31,749 Accretion of U.S. Government and agencies (131) (231) Interest receivable from affiliates (15,760) (15,759) -------- --------- Cash provided by operating activities 15,759 15,759 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of investment Securities (9,096) (9,094) Maturities of Investment Securities 9,238 9,327 -------- --------- Cash provided by investing activities 142 233 ======== ========= CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to limited partner (13~~,531)~~ ~~(13,531)~~OR ~~Distributions to general partner (2,370) (2,461) --------- --------- Cash used for financing activities (~~15~~,901)~~ (~~15,992~~d) ~~--------- --------- NET CHANGE IN CASH - - CASH, BEGINNING~~ OF ~~PERIOD~~THE -SECURITIES -EXCHANGE ~~---------~~ACT ~~--------- CASH, END~~ OF ~~PERIOD $ - $ - ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: Distributions of $15,760 and $15,759 were accrued at June 27, 2008 and June 29, 2007, respectively.~~1934

For the transition period from to

COMMISSION FILE NO.: 1-7182-06

MERRILL LYNCH PREFERRED CAPITAL TRUST III

(Exact name of Registrant as specified in its certificate of trust)



Delaware (State or other jurisdiction of incorporation or organization)		13-7139561 (I.R.S. Employer Identification No.)



4 World Financial Center New York, New York (Address of principal executive offices)		10080 (Zip Code)

Registrant’s telephone number, including area code: (212) 449-1000

COMMISSION FILE NO.: 1-7182-05

MERRILL LYNCH PREFERRED FUNDING III, L.P.

(Exact name of Registrant as specified in its certificate of limited partnership)



Delaware (State or other jurisdiction of incorporation or organization)		13-3982448 (I.R.S. Employer Identification No.)



4 World Financial Center New York, New York (Address of principal executive offices)		10080 (Zip Code)

Registrant’s telephone number, including area code: (212) 449-1000

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 þ No o

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files). Yes þ No o

Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The Registrants meet the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and are therefore filing this Quarterly Report on Form 10-Q (the "Report") with a reduced disclosure format.

TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)	3

CONDENSED BALANCE SHEETS (Unaudited)	3

CONDENSED STATEMENTS OF EARNINGS (Unaudited)	4

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)	5

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)	6

NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)	7

CONDENSED BALANCE SHEETS (Unaudited)	8

CONDENSED STATEMENTS OF EARNINGS (Unaudited)	9

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Unaudited)	10

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)	11

NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)	12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13

ITEM 4. CONTROLS AND PROCEDURES	13

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS	14

ITEM 6. EXHIBITS	14

SIGNATURES	15

INDEX TO EXHIBITS	16

Exhibit 12
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101

PART I - FINANCIAL INFORMATION



ITEM 1.		FINANCIAL STATEMENTS (Unaudited)

MERRILL LYNCH PREFERRED CAPITAL TRUST III

CONDENSED BALANCE SHEETS (Unaudited)

(dollars in thousands, except per security amounts)



	June 30, 2013		December 31, 2012
ASSETS
Investment in affiliate partnership preferred securities	$	773,196	$	773,196
Interest receivable from affiliate	13,531		—
Total Assets	$	786,727	$	773,196

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Distributions payable	$	13,531	$	—

STOCKHOLDERS’ EQUITY
Preferred securities (7% Trust Originated Preferred Securities; 30,000,000 authorized, issued, and outstanding; $25 liquidation amount per security)	750,000		750,000
Common securities (7% Trust Common Securities; 927,840 authorized, issued, and outstanding; $25 liquidation amount per security)	23,196		23,196
Total Stockholders’ Equity	773,196		773,196
Total Liabilities and Stockholders' Equity	$	786,727	$	773,196

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST III

CONDENSED STATEMENTS OF EARNINGS (Unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	June 30, 2013		June 30, 2012
EARNINGS
Interest on affiliate partnership preferred securities	$	13,531	$	13,531


	FOR THE SIX MONTHS ENDED
	June 30, 2013		June 30, 2012
EARNINGS
Interest on affiliate partnership preferred securities	$	27,062	$	27,062

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST III

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

(dollars in thousands)



	FOR THE SIX MONTHS ENDED
	June 30, 2013			June 30, 2012

PREFERRED SECURITIES
Balance, beginning and end of period	$	750,000		$	750,000

COMMON SECURITIES
Balance, beginning and end of period	23,196			23,196

UNDISTRIBUTED EARNINGS
Balance, beginning of period	—			—
Earnings	27,062			27,062
Distributions	(13,531		)	(13,531		)
Distributions payable	(13,531		)	(13,531		)
Balance, end of period	—			—
Total Stockholders’ Equity	$	773,196		$	773,196

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST III

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

(dollars in thousands)



	FOR THE SIX MONTHS ENDED
	June 30, 2013			June 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings	$	27,062		$	27,062
Change in interest receivable from affiliate	(13,531		)	(13,531		)
Cash provided by operating activities	13,531			13,531

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions	(13,531		)	(13,531		)
Cash used for financing activities	(13,531		)	(13,531		)

NET CHANGE IN CASH	—			—
CASH, BEGINNING OF PERIOD	—			—
CASH, END OF PERIOD	$	—		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:

Distributions accrued but not paid at both June 30, 2013 and June 30, 2012 were $13,531.

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST III

NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

June 30, 2013

Merrill Lynch Preferred Capital Trust III (the "Trust") is a statutory business trust formed under the Delaware Business Trust Act, as amended. Merrill Lynch & Co., Inc. (the "Company" or "ML & Co.") is the sole owner of the Trust common securities. The Company is a wholly-owned subsidiary of Bank of America Corporation ("Bank of America").

The Company reported the following in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013: As part of Bank of America's efforts to streamline its organizational structure and reduce complexity and costs, it has reduced and intends to continue to reduce the number of its subsidiaries, including through intercompany mergers. In connection with these efforts, Bank of America may merge ML & Co. directly into Bank of America Corporation and such a merger may occur as early as the fourth quarter of 2013. Under Delaware law, as a result of such a merger, Bank of America Corporation would assume all of ML & Co.'s obligations, including its outstanding U.S. and non-U.S. debt securities, its obligations with respect to outstanding trust preferred securities, including those issued by the Trust, and ML & Co. guarantees of outstanding non-U.S. debt securities issued by ML & Co. subsidiaries. Also, as a result of such a merger, ML & Co.'s reporting obligations under the Securities Exchange Act of 1934 would terminate and ML & Co. would cease to separately file reports with the U.S. Securities and Exchange Commission (the "SEC"). There can be no assurance that such a merger will occur, and if it does, the timing thereof. Any such merger would be subject to applicable regulatory approvals, consents and other conditions of closing.

Following any such merger, the Trust would continue to separately file reports under the Securities Exchange Act of 1934 with the SEC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For a complete discussion of significant accounting policies, refer to the audited financial statements included in the Trust's Annual Report on Form 10-K for the year ended December 31, 2012.

BASIS OF PRESENTATION

These unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K of the Trust for the year ended December 31, 2012. The interim condensed financial statements for the three- and six-month periods are unaudited; however, all adjustments necessary for a fair presentation of the condensed financial statements have been included.

INVESTMENTS

The Trust's investment in Merrill Lynch Preferred Funding III, L.P. (the "Partnership") Preferred Securities represents a limited partnership interest in the Partnership and is recorded at cost. Income on the Partnership Preferred Securities is accrued when earned. At June 30, 2013, the estimated fair value of the Partnership Preferred Securities was approximately $839 million, which is classified as Level 2 in the fair value hierarchy per Accounting Standards Codification 820, Fair Value Measurement and Disclosures ("Fair Value Accounting"). This fair value was estimated based on current market interest rates and credit spreads for the Company's debt with similar terms and maturities.

MERRILL LYNCH PREFERRED FUNDING III, L.P.

CONDENSED BALANCE SHEETS (Unaudited)

(dollars in thousands)



	June 30, 2013		December 31, 2012

ASSETS

Investments:
Affiliate debentures	$	900,547	$	900,547
U.S. Government and agencies	9,108		9,100
Total investments	909,655		909,647
Interest receivable from affiliates	15,759		—
Total Assets	$	925,414	$	909,647

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES
Distributions payable	$	15,759	$	—

PARTNERS’ CAPITAL
Limited partnership interest	773,196		773,196
General partnership interest	136,459		136,451
Total Partners' Capital	909,655		909,647
Total Liabilities and Partners' Capital	$	925,414	$	909,647

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING III, L.P.

CONDENSED STATEMENTS OF EARNINGS (Unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	June 30, 2013		June 30, 2012

EARNINGS
Interest income:
Affiliate debentures	$	15,759	$	15,759
U.S. Government and agencies	4		2
Earnings	$	15,763	$	15,761

	FOR THE SIX MONTHS ENDED
	June 30, 2013		June 30, 2012

EARNINGS
Interest income:
Affiliate debentures	$	31,519	$	31,519
U.S. Government and agencies	8		4
Earnings	$	31,527	$	31,523

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING III, L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (Unaudited)

(dollars in thousands)



	FOR THE SIX MONTHS ENDED
	June 30, 2013			June 30, 2012

LIMITED PARTNER’S CAPITAL
Balance, beginning of period	$	773,196		$	773,196
Earnings allocated to limited partner	27,062			27,062
Distributions	(13,531		)	(13,531		)
Distributions payable	(13,531		)	(13,531		)
Balance, end of period	773,196			773,196

GENERAL PARTNER’S CAPITAL
Balance, beginning of period	136,451			136,449
Earnings allocated to general partner	4,465			4,461
Distributions	(2,229		)	(2,229		)
Distributions payable	(2,228		)	(2,228		)
Balance, end of period	136,459			136,453
TOTAL PARTNERS’ CAPITAL	$	909,655		$	909,649

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING III, L.P.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

(dollars in thousands)



	FOR THE SIX MONTHS ENDED
	June 30, 2013			June 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings	$	31,527		$	31,523
Accretion of interest on securities issued by U.S. Government and agencies	(8		)	(4		)
Change in interest receivable from affiliates	(15,759		)	(15,759		)
Cash provided by operating activities	15,760			15,760

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities	—			—
Maturities of investment securities	—			—
Cash provided by investing activities	—			—

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to limited partner	(13,531		)	(13,531		)
Distributions to general partner	(2,229		)	(2,229		)
Cash used for financing activities	(15,760		)	(15,760		)

NET CHANGE IN CASH	—			—

CASH, BEGINNING OF PERIOD	—			—
CASH, END OF PERIOD	$	—		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:

Distributions accrued but not paid at both June 30, 2013 and June 30, 2012 were $15,759.

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING III, L.P.

NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

June 30, 2013

Merrill Lynch Preferred Funding III, L.P. (the "Partnership") is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, as amended. Merrill Lynch & Co. Inc. (the "Company" or "ML & Co.") is the sole general partner of the Partnership. The Company is a wholly-owned subsidiary of Bank of America Corporation ("Bank of America").

The Company reported the following in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013: As part of Bank of America's efforts to streamline its organizational structure and reduce complexity and costs, it has reduced and intends to continue to reduce the number of its subsidiaries, including through intercompany mergers. In connection with these efforts, Bank of America may merge ML & Co. directly into Bank of America Corporation and such a merger may occur as early as the fourth quarter of 2013. Under Delaware law, as a result of such a merger, Bank of America Corporation would assume all of ML & Co.'s obligations, including its outstanding U.S. and non-U.S. debt securities, its obligations with respect to outstanding trust preferred securities, including those issued by the Partnership, and ML & Co. guarantees of outstanding non-U.S. debt securities issued by ML & Co. subsidiaries. Also, as a result of such a merger, ML & Co.'s reporting obligations under the Securities Exchange Act of 1934 would terminate and ML & Co. would cease to separately file reports with the U.S. Securities and Exchange Commission (the "SEC"). There can be no assurance that such a merger will occur, and if it does, the timing thereof. Any such merger would be subject to applicable regulatory approvals, consents and other conditions of closing.

Following any such merger, the Partnership would continue to separately file reports under the Securities Exchange Act of 1934 with the SEC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For a complete discussion of significant accounting policies, refer to the audited financial statements included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

BASIS OF PRESENTATION

These unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K of the Partnership for the year ended December 31, 2012. The interim condensed financial statements for the three- and six-month periods are unaudited; however, all adjustments necessary for a fair presentation of the condensed financial statements have been included.

INVESTMENTS

The Partnership’s investment in affiliate debentures is recorded at cost. Its investment in U.S. Government and agency securities is recorded at accreted cost and matures within one year. At June 30, 2013, the estimated fair value of the investment in affiliate debentures was approximately $977 million, which is classified as Level 2 in the fair value hierarchy per Accounting Standards Codification 820, Fair Value Measurement and Disclosures ("Fair Value Accounting"). This fair value was estimated based on current market interest rates and credit spreads for the Company's debt with similar terms and maturities. At June 30, 2013, the fair value of the investment in U.S. Government and agency securities, which is classified as Level 1 in the fair value hierarchy under Fair Value Accounting, approximated its carrying value.



ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

No disclosure is required for this Item pursuant to General Instruction H of Form 10-Q. There were no material changes in the amount of revenue and expense items between the most recent calendar year-to-date period presented and the corresponding period in the preceding year.



ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No disclosure is required for this Item pursuant to General Instruction H of Form 10-Q.



ITEM 4.		CONTROLS AND PROCEDURES

The Trust

The person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Trust has evaluated the effectiveness of the Trust's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this Form 10-Q. Based on that evaluation, the person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Trust has concluded that the Trust's disclosure controls and procedures are effective, as of the end of the period covered by this report, in recording, processing, summarizing and reporting information required to be disclosed by the Trust in reports that it files or submits under the Exchange Act, within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms.

In addition, no change in the Trust's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the three months ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

The Partnership

The person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Partnership has evaluated the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on that evaluation, the person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Partnership has concluded that the Partnership's disclosure controls and procedures are effective, as of the end of the period covered by this report, in recording, processing, summarizing and reporting information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act, within the time periods specified in the SEC's rules and forms.

In addition, no change in the Partnership's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the three months ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION



ITEM 1A.		RISK FACTORS

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Trust's and the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.



ITEM 6.		EXHIBITS

An exhibit index has been filed as part of this Report and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements 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.




MERRILL LYNCH PREFERRED CAPITAL TRUST III*
By:	/s/ Angela C. Jones
	Name:	Angela C. Jones
	Title:	Regular Trustee




MERRILL LYNCH PREFERRED FUNDING III, L.P.
By: MERRILL LYNCH & CO., INC., as General Partner
By:	/s/ Anthony Biniaris
	Name:	Anthony Biniaris
	Title:	Chief Accounting Officer and Controller
		Merrill Lynch & Co., Inc.

Date: August 14, 2013



*		There is no principal executive officer(s), principal financial officer, controller, principal accounting officer or board of directors of the Registrant. The Trustees of the Trust (which include the Regular Trustees, the Property Trustee and the Delaware Trustee) together exercise all powers and perform all functions with respect to the Trust.

INDEX TO EXHIBITS



EXHIBITS
12			Statement re: Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Securities Distributions (Unaudited).⁽¹⁾

31.1			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

31.2			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

32.1			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

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⁾

101			The following materials from Merrill Lynch Preferred Capital Trust III and Merrill Lynch Preferred Funding III, L.P. Quarterly Reports on Form 10-Q for the three- and six-months ended June 30, 2013 and June 30, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Earnings, (iii) the Condensed Statements of Changes in Stockholders' Equity / Partners' Capital, (iv) the Condensed Statements of Cash Flows, and (v) the Note to Condensed Financial Statements.⁽¹⁾



		(1) Filed herewith.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o

(Do not check if a smaller reporting company)

Filing Compare · MERRILL LYNCH PREFERRED CAPITAL TRUST III