Form of certificate representing the Preferred Stock

Phrase Abbreviation

Equivalent

Phrase Abbreviation

Equivalent

As joint tenants, with right of survivorship and not as tenants in common

TEN BY ENT

As tenants by the entireties

TEN IN COM

As tenants in common

UNIF GIFT MIN ACT

Uniform Gifts to Minors Act

Exhibit 3

[FORM OF FACE OF PREFERRED STOCK CERTIFICATE]


NUMBER		SHARES


FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES 1,

		CUSIP _________

		SEE REVERSE FOR CERTAIN DEFINITIONS

This certifies that is the registered owner of fully paid and non-assessable shares of Floating Rate Non-Cumulative Preferred Stock, Series 1, par value $1.00 per share, of Merrill Lynch & Co., Inc., a Delaware corporation (the “Corporation”), transferable upon the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

This Certificate shall not be valid unless countersigned and registered by the Transfer Agent and Registrar

Dated:


		MERRILL LYNCH & CO., INC.

		By:

[SEAL]		By:


Countersigned and Registered: JPMORGAN CHASE BANK, Transfer Agent and Registrar

By
Authorized Officer

A-1

MERRILL LYNCH & CO., INC.

MERRILL LYNCH & CO., INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH MERRILL LYNCH & CO., INC. IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF MERRILL LYNCH & CO., INC. OR TO THE TRANSFER AGENT.

EXPLANATION OF ABBREVIATIONS

The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.


Word Abbreviation	Equivalent	Word Abbreviation	Equivalent	Word Abbreviation	Equivalent

ADM	Administrator(s)	EST	Estate, of Estate of	PAR	Paragraph
	Administratrix	EX	Executor(s), Executrix	PL	Public Law
AGMT	Agreement	FBO	For the benefit of	TR	(As) trustee(s), for, of
ART	Article	FDN	Foundation	U	Under
CH	Chapter	GDN	Guardian(s)	UA	Under agreement
CUST	Custodian for	GDNSHP	Guardianship	UW	Under will of, Of will of,
DEC	Declaration	MIN	Minor(s)		Under last will & testament

For value received, hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Shares of the capital stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

				NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever.

SIGNATURE GUARANTEED
NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.