Exhibit 99(ii)

             STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
                 PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
                 CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Thomas H. Patrick, state and attest that:

          (1)  To the best of my knowledge, based upon a review of the covered
               reports of Merrill Lynch & Co., Inc., and, except as corrected or
               supplemented in a subsequent covered report:

               o  No covered report contained an untrue statement of a material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

               o  No covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by such report (or in the case
                  of a report on Form 8-K or definitive proxy materials, as of
                  the date on which it was filed).

          (2)  I have reviewed the contents of this statement with the Company's
               Audit Committee.

          (3)  In this statement under oath, each of the following, if filed on
               or before the date of this statement, is a "covered report":

               o  Annual Report on Form 10-K for the fiscal year ended December
                  28, 2001 of Merrill Lynch & Co., Inc.

               o  All reports on Form 10-Q, all reports on Form 8-K and all
                  definitive proxy materials of Merrill Lynch & Co., Inc. filed
                  with the Commission subsequent to the filing of the Form 10-K
                  identified above; and

               o  Any amendments to any of the foregoing.

Dated:  August 9, 2002

                                             /s/ Thomas H. Patrick
                                             -----------------------------------
                                             Thomas H. Patrick
                                             Executive Vice President and Chief
                                             Financial Officer


Subscribed and sworn to before me
this 9th day of August, 2002.



/s/ Taquana M. Bailey
- ----------------------------------------
Notary Public

My Commission Expires: August 17, 2002

Taquana M. Bailey
Notary Public, State of New York
No. 01BA6012141, Qualified in Nassau County
Certificate Filed in New York County
Commission Expires August 17, 2002