Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Merrill Lynch
Preferred Capital Trust III and Merrill Lynch Preferred Funding III, L.P.
(the "Partnership") for the period ended March 31, 2009 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),
I, Thomas W. Perry, Chief Accounting Officer and Controller of Merrill Lynch
& Co., Inc., the General Partner of the Partnership, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
    of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
    respects, the financial condition and results of operations of the
    Partnership.




                              MERRILL LYNCH PREFERRED FUNDING III, L.P.

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


                              By:  /s/ THOMAS W. PERRY
                                   ---------------------------------------------
                              Name:    Thomas W. Perry*
                              Title:   Chief Accounting Officer and Controller
                                       Merrill Lynch & Co., Inc.








Dated: May 14, 2009
- -----------------------

*  Thomas W. Perry functions as the equivalent of the Chief Executive Officer
   and Chief Financial Officer of the Partnership for purposes of Section 906
   of the Sarbanes-Oxley Act of 2002.