EXHIBIT 3(I) BY LAWS

Exhibit 3(i)
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BY-LAWS
OF
MERRILL LYNCH & CO., INC.





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Effective April 15, 1997





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INDEX
to
BY-LAWS
of
MERRILL LYNCH & CO., INC.

Page
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ARTICLE I - OFFICES...................................................... 1


ARTICLE II - MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting......................................... 1
Section 2. Special Meetings....................................... 1
Section 3. Notice of, and Business at, Meetings................... 1
Section 4. Waiver of Notice....................................... 3
Section 5. Organization........................................... 3
Section 6. Inspectors of Election................................. 3
Section 7. Stockholders Entitled to Vote.......................... 4
Section 8. Quorum and Adjournment................................. 4
Section 9. Order of Business...................................... 4
Section 10. Vote of Stockholders................................... 4
Section 11. Shares Entitled to More or Less Than One Vote.......... 5


ARTICLE III - BOARD OF DIRECTORS
Section 1. Election and Term...................................... 5
Section 2. Qualification.......................................... 5
Section 3. Number................................................. 5
Section 4. General Powers......................................... 6
Section 5. Place of Meetings...................................... 6
Section 6. Organization Meetings.................................. 6
Section 7. Regular Meetings....................................... 6
Section 8. Special Meetings; Notice and Waiver of Notice.......... 6
Section 9. Organization of Meetings............................... 7
Section 10. Quorum and Manner of Acting............................ 7
Section 11. Voting................................................. 7
Section 12. Action without a Meeting............................... 7


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Section 13. Resignations........................................... 8
Section 14. Removal of Directors................................... 8
Section 15. Vacancies.............................................. 8
Section 16. Directors' Compensation................................ 8

ARTICLE IV - COMMITTEES
Section 1. Constitution and Powers................................ 8
Section 2. Place of Meetings...................................... 9
Section 3. Meetings; Notice and Waiver of Notice.................. 9
Section 4. Organization of Meetings............................... 9
Section 5. Quorum and Manner of Acting............................ 9
Section 6. Voting................................................. 10
Section 7. Records................................................ 10
Section 8. Vacancies.............................................. 10
Section 9. Members' Compensation.................................. 10
Section 10. Emergency Management Committee......................... 10

ARTICLE V - THE OFFICERS
Section 1. Officers - Qualifications.............................. 11
Section 2. Term of Office; Vacancies.............................. 11
Section 3. Removal of Elected Officers............................ 11
Section 4. Resignations........................................... 11
Section 5. Officers Holding More Than One Office.................. 11
Section 6. The Chairman of the Board.............................. 11
Section 7. The President.......................................... 12
Section 8. The Vice Chairmen of the Board......................... 12
Section 9. The Executive Vice Presidents.......................... 13
Section 10. The Senior Vice Presidents............................. 13
Section 11. The Vice Presidents.................................... 13
Section 12. The Secretary.......................................... 13
Section 13. The Treasurer.......................................... 13
Section 14. Additional Duties and Authority........................ 14
Section 15. Compensation........................................... 14

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ARTICLE VI - STOCK AND TRANSFERS OF STOCK
Section 1. Stock Certificates..................................... 14
Section 2. Transfers of Stock..................................... 14
Section 3. Lost Certificates...................................... 14
Section 4. Determination of Holders of Record for
Certain Purposes....................................... 15

ARTICLE VII - CORPORATE SEAL
Section 1. Seal................................................... 15
Section 2. Affixing and Attesting................................. 15

ARTICLE VIII - MISCELLANEOUS
Section 1. Fiscal Year............................................ 15
Section 2. Signatures on Negotiable Instruments................... 15
Section 3. References to Article and Section Numbers and to
the By-Laws and the Certificate of Incorporation....... 16

ARTICLE IX - AMENDMENTS 16

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BY-LAWS

OF

MERRILL LYNCH & CO., INC.

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ARTICLE I.

OFFICES


Merrill Lynch & Co., Inc. (hereinafter called the "Corporation") may
establish or discontinue, from time to time, such offices and places of
business within or without the State of Delaware as the Board of Directors
may deem proper for the conduct of the Corporation's business.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the holders of shares of
such classes or series of stock as are entitled to notice thereof and to vote
thereat pursuant to the provisions of the Certificate of Incorporation
(hereinafter called the "Annual Meeting of Stockholders") for the purpose of
electing directors and transacting such other business as may come before it
shall be held in each year at such time, on such day and at such place,
within or without the State of Delaware, as shall be designated by the Board
of Directors.

Section 2. Special Meetings. In addition to such meetings as are provided
for by law or by the Certificate of Incorporation, special meetings of the
holders of any class or series or of all classes or series of the
Corporation's stock may be called at any time by the Board of Directors
pursuant to a resolution adopted by the affirmative vote of a majority of the
entire Board of Directors and may be held at such time, on such day and at
such place, within or without the State of Delaware, as shall be designated
by the Board of Directors.

Section 3. Notice of, and Business at, Meetings.

a. Notice. Except as otherwise provided by law, written notice of each
meeting of stockholders shall be given either by delivering a notice
personally or mailing a notice to each stockholder of record entitled to vote
thereat. If mailed, the notice shall be directed to the stockholder in a
postage-prepaid envelope at his address as it appears on the stock books of
the Corporation unless, prior to the time of mailing, he shall have filed
with the Secretary a written request that notices intended for him be mailed
to some other address, in which case it shall be mailed to the address
designated in such request. Notice of each meeting of stockholders shall be
in such form as is approved by the Board of Directors and shall state the
purpose or purposes for which the meeting is called, the date and time when
and the place where it is to be held, and shall be delivered personally or
mailed not more than sixty (60) days and not less than ten (10) days before
the day of the meeting. Except as otherwise provided by law, the business
which may be transacted at any special meeting of stockholders shall consist
of and be limited to the purpose or purposes so stated in such notice. The
Secretary or an Assistant Secretary or the Transfer Agent of the Corporation
shall, after giving such notice, make an affidavit stating that notice has
been given, which shall be filed with the minutes of such meeting.


b. Business. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (c)
otherwise properly brought before the annual meeting by any stockholder of
the Corporation who (i) is a stockholder of record on the date of the giving
of the notice provided for in this Section 3(b) and on the record date for
the determination of stockholders entitled to vote at such annual meeting and
(ii) complies with the notice procedures set forth in this Section 3(b).

In addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received by the Secretary of the Corporation not less than fifty
(50) days prior to the date of the annual meeting of stockholders; provided,
that in the event that less than 60 days' notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder
and any other person or persons (including their names) in connection with
the proposal of such business by such stockholder and any material interest
of such stockholder in such business and (v) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures
set forth in this Section 3(b), provided, however, that, once business has
been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 3(b) shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.

Section 4. Waiver of Notice. Whenever notice is required to be given under
any provision of law or of the Certificate of Incorporation or the By-Laws, a
waiver thereof in writing or by telegraph, cable or other form of recorded
communication, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting of stockholders shall constitute a waiver
of

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notice of such meeting, except when the person attends such meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of stockholders need be specified in any waiver of notice unless so
required by the Certificate of Incorporation.

Section 5. Organization. The Chairman of the Board shall act as chairman at
all meetings of stockholders at which he is present, and as such chairman
shall call such meetings of stockholders to order and preside thereat. If
the Chairman of the Board shall be absent from any meeting of stockholders,
the duties otherwise provided in this Section 5 of Article II to be performed
by him at such meeting shall be performed at such meeting by the officer
prescribed by Section 6 of Article V. The Secretary of the Corporation shall
act as secretary at all meetings of the stockholders, but in his absence the
chairman of the meeting may appoint any person present to act as secretary of
the meeting.

Section 6. Inspectors of Election. a. The Chairman of the Board shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act
at the meeting and make a written report thereof. The Chairman of the Board
may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability.

b. The inspectors shall: (1) ascertain the number of shares outstanding and
the voting power of each; (2) determine the shares represented at a meeting
and the validity of proxies and ballots; (3) count all votes and ballots; (4)
determine and retain for a reasonable period a record of the disposition of
any challenges made to any determination by the inspectors; and (5) certify
their determination of the number of shares represented at the meeting, and
their count of all votes and ballots. The inspectors may appoint or retain
other persons or entities to assist the inspectors in the performance of
their duties.

Section 7. Stockholders Entitled to Vote. The Board of Directors may fix a
date not more than sixty (60) days nor less than ten (10) days prior to the
date of any meeting of stockholders, as a record date for the determination
of the stockholders entitled to notice of and to vote at such meeting and any
adjournment thereof, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment
thereof, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. No record date
shall precede the date on which the Board of Directors establishes such
record date. The Secretary shall prepare and make or cause to be prepared
and made, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, arranged
in alphabetical order and showing the address of each such stockholder and
the number of shares registered in the name of each such stockholder. Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting, either at a place, specified in the
notice of the meeting, within the city where the meeting is to be held, or,
if not so specified, at the place where the meeting is to be held. Such list
shall be produced and kept at the time and place of the meeting during the
whole time thereof, and subject to the inspection of any stockholder who may
be present.

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Section 8. Quorum and Adjournment. Except as otherwise provided by law or by
the Certificate of Incorporation, the holders of a majority of the shares of
stock entitled to vote at the meeting present in person or by proxy without
regard to class or series shall constitute a quorum at all meetings of the
stockholders. In the absence of a quorum, the holders of a majority of such
shares of stock present in person or by proxy may adjourn any meeting, from
time to time, until a quorum shall be present. At any such adjourned meeting
at which a quorum may be present, any business may be transacted which might
have been transacted at the meeting as originally called. No notice of any
adjourned meeting need be given other than by announcement at the meeting
that is being adjourned, provided that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for
the adjourned meeting, then a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.

Section 9. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.

Section 10. Vote of Stockholders. Except as otherwise required by law or by
the Certificate of Incorporation or by the By-Laws, all action by
stockholders shall be taken at a stockholders' meeting. Every stockholder of
record, as determined pursuant to Section 7 of this Article II, and who is
entitled to vote, shall, except as otherwise expressly provided in the
Certificate of Incorporation with respect to any class or series of the
Corporation's capital stock, be entitled at every meeting of the stockholders
to one vote for every share of stock standing in his name on the books of the
Corporation. Every stockholder entitled to vote may authorize another person
or persons to act for him by proxy duly appointed by an instrument in
writing, subscribed by such stockholder and executed not more than three (3)
years prior to the meeting, unless the instrument provides for a longer
period. The attendance at any meeting of stockholders of a stockholder who
may theretofore have given a proxy shall not have the effect of revoking such
proxy. Election of directors shall be by written ballot but, unless
otherwise provided by law, no vote on any question upon which a vote of the
stockholders may be taken need be by ballot unless the chairman of the
meeting shall determine that it shall be by ballot or the holders of a
majority of the shares of stock present in person or by proxy and entitled to
participate in such vote shall so demand. In a vote by ballot each ballot
shall state the number of shares voted and the name of the stockholder or
proxy voting. Except as otherwise provided in Sections 14 and 15 of Article
III or by the Certificate of Incorporation, directors shall be elected by a
plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors.
Except as otherwise provided by law or by the Certificate of Incorporation,
the affirmative vote of a majority of shares present in person or represented
by proxy at the meeting and entitled to vote on the subject shall be the act
of the stockholders.

Section 11. Shares Entitled to More or Less than One Vote. If any class or
series of the Corporation's capital stock shall be entitled to more or less
than one vote for any share, on any matter, every reference in the By-Laws to
a majority or other proportion of stock shall refer to such majority or other
proportion of the votes of such stock.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. Election and Term. Except as otherwise provided by law or by the
Certificate of Incorporation, and subject to the provisions of Sections 13,
14 and 15 of this Article III, directors shall be elected at the Annual
Meeting of Stockholders to serve until the

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Annual Meeting of Stockholders in the third year following their election and
until their successors are elected and qualify or until their earlier
resignation or removal.

Section 2. Qualification. No one shall be a director who is not the owner of
shares of Common Stock of the Corporation. Acceptance of the office of
director may be expressed orally or in writing.

Section 3. Number. The number of directors may be fixed from time to time by
resolution of the Board of Directors but shall not be less than three (3) nor
more than thirty (30).

Section 4. General Powers. The business, properties and affairs of the
Corporation shall be managed by, or under the direction of, the Board of
Directors, which, without limiting the generality of the foregoing, shall
have power to elect and appoint officers of the Corporation, to appoint and
direct agents, to grant general or limited authority to officers, employees
and agents of the Corporation to make, execute and deliver contracts and
other instruments and documents in the name and on behalf of the Corporation
and over its seal, without specific authority in each case, and, by
resolution adopted by a majority of the whole Board of Directors, to appoint
committees of the Board of Directors in addition to those appointed pursuant
to Article IV hereof, the membership of which may consist of one or more
directors, and which may advise the Board of Directors with respect to any
matters relating to the conduct of the Corporation's business. The Board of
Directors may designate one or more directors as alternate members of any
committee, including those appointed pursuant to Article IV hereof, who may
replace any absent or disqualified member at any meeting of the committee.
In addition, the Board of Directors may exercise all the powers of the
Corporation and do all lawful acts and things which are not reserved to the
stockholders by law or by the Certificate of Incorporation.

Section 5. Place of Meetings. Meetings of the Board of Directors may be held
at any place, within or without the State of Delaware, from time to time
designated by the Board of Directors.

Section 6. Organization Meeting. A newly elected Board of Directors shall
meet and organize, and also may transact any other business which might be
transacted at a regular meeting thereof, as soon as practicable after each
Annual Meeting of Stockholders, at the place at which such meeting of
stockholders took place, without notice of such meeting, provided a majority
of the whole Board of Directors is present. If such a majority is not
present, such organization meeting may be held at any other time or place
which may be specified in a notice given in the manner provided in Section 8
of this Article III for special meetings of the Board of Directors, or in a
waiver of notice thereof.

Section 7. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as may be determined by resolution of the Board
of Directors and no notice shall be required for any regular meeting. Except
as otherwise provided by law, any business may be transacted at any regular
meeting of the Board of Directors.

Section 8. Special Meetings; Notice and Waiver of Notice. Special meetings
of the Board of Directors shall be called by the Secretary on the request of
the Chairman of the Board, the President or a Vice Chairman of the Board, or
on the request in writing of any three other directors stating the purpose or
purposes of such meeting. Notice of any special meeting shall be in form
approved by the Chairman of the Board, the President or a Vice Chairman of
the Board, as the case may be. Notices of special meetings shall be mailed
to

5


each director, addressed to him at his residence or usual place of business,
not later than two (2) days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegraph, cable or other form
of recorded communication or be delivered personally or by telephone, not
later than the day before such day of meeting. Notice of any meeting of the
Board of Directors need not be given to any director if he shall sign a
written waiver thereof either before or after the time stated therein, or if
he shall attend a meeting, except when he attends such meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
special meeting of the Board of Directors need be specified in any notice or
written waiver of notice unless so required by the Certificate of
Incorporation or by the By-Laws. Unless limited by law, by the Certificate
of Incorporation or by the By-Laws, any and all business may be transacted at
any special meeting.

Section 9. Organization of Meetings. The Chairman of the Board shall preside
at all meetings of the Board of Directors at which he is present. If the
Chairman of the Board shall be absent from any meeting of the Board of
Directors, the duties otherwise provided in this Section 9 of Article III to
be performed by him at such meeting shall be performed at such meeting by
the officer prescribed by Section 6 of Article V. If no such officer is
present at such meeting, one of the directors present shall be chosen by the
members of the Board of Directors present to preside at such meeting. The
Secretary of the Corporation shall act as the secretary at all meetings of
the Board of Directors, and in his absence a temporary secretary shall be
appointed by the chairman of the meeting.

Section 10. Quorum and Manner of Acting. Except as otherwise provided by
Section 6 of this Article III, at every meeting of the Board of Directors
one-third (1/3) of the total number of directors constituting the whole Board
of Directors shall constitute a quorum but in no event shall a quorum be
constituted by less than two (2) directors. Except as otherwise provided by
law or by the Certificate of Incorporation, or by Section 15 of this Article
III, or by Section 1 or Section 8 of Article IV, or by Section 3 of Article
V, or by Article IX, the act of a majority of the directors present at any
such meeting, at which a quorum is present, shall be the act of the Board of
Directors. In the absence of a quorum, a majority of the directors present
may adjourn any meeting, from time to time, until a quorum is present. No
notice of any adjourned meeting need be given other than by announcement at
the meeting that is being adjourned. Members of the Board of Directors or
any committee thereof may participate in a meeting of the Board of Directors
or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by a member of the Board of
Directors in a meeting pursuant to this Section 10 of Article III shall
constitute his presence in person at such meeting.

Section 11. Voting. On any question on which the Board of Directors shall
vote, the names of those voting and their votes shall be entered in the
minutes of the meeting if any member of the Board of Directors so requests at
the time.

Section 12. Action without a Meeting. Except as otherwise provided by law or
by the Certificate of Incorporation, any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if prior to such action all members of the
Board of Directors or of such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or the committee.

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Section 13. Resignations. Any director may resign at any time upon written
notice of resignation to the Corporation. Any resignation shall be effective
immediately unless a date certain is specified for it to take effect, in
which event it shall be effective upon such date, and acceptance of any
resignation shall not be necessary to make it effective, irrespective of
whether the resignation is tendered subject to such acceptance.

Section 14. Removal of Directors. Subject to the rights of the holders of
any series of Preferred Stock or any other class of capital stock of the
Corporation (other than the Common Stock) then outstanding, (i) any director,
or the entire Board of Directors, may be removed from office at any time, but
only for cause, by the affirmative vote of the holders of record of
outstanding shares representing at least 80% of the voting power of all the
shares of capital stock of the Corporation then entitled to vote generally in
the election of directors, voting together as a single class, and (ii) any
director may be removed from office at any time, but only for cause, by the
affirmative vote of a majority of the entire Board of Directors.

Section 15. Vacancies. Subject to the rights of the holders of any series of
Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock) then outstanding, any vacancies in the Board of
Directors for any reason, including by reason of any increase in the number
of directors, shall, if occurring prior to the expiration of the term of
office of the class in which such vacancy occurs, be filled only by the Board
of Directors, acting by the affirmative vote of a majority of the remaining
directors then in office, although less than a quorum, and any directors so
elected shall hold office until the next election of the class for which such
directors have been elected and until their successors are elected and
qualify.

Section 16. Directors' Compensation. Any and all directors may receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as
the Board of Directors may from time to time determine. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.

COMMITTEES

Section 1. Constitution and Powers. The Board of Directors may, by
resolution adopted by affirmative vote of a majority of the whole Board of
Directors, appoint one or more committees of the Board of Directors, which
committees shall have such powers and duties as the Board of Directors shall
properly determine. Unless otherwise provided by the Board of Directors, no
such other committee of the Board of Directors shall be composed of fewer
than two (2) directors.

Section 2. Place of Meetings. Meetings of any committee of the Board of
Directors may be held at any place, within or without the State of Delaware,
from time to time designated by the Board of Directors or such committee.

Section 3. Meetings; Notice and Waiver of Notice. Regular meetings of any
committee of the Board of Directors shall be held at such times as may be
determined by resolution either of the Board of Directors or of such
committee and no notice shall be required for any regular meeting. Special
meetings of any committee shall be called by the

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secretary thereof upon request of any two members thereof. Notice of any
special meeting of any committee shall be in form approved by the Chairman of
the Board, the President or a Vice Chairman of the Board, as the case may be.
Notices of special meetings shall be mailed to each member, addressed to him
at his residence or usual place of business, not later than two (2) days
before the day on which the meeting is to be held, or shall be sent to him at
such place by telegraph, cable or any other form of recorded communication,
or be delivered personally or by telephone, not later than the day before
such day of meeting. Neither the business to be transacted at, nor the
purpose of, any special meeting of any committee, need be specified in any
notice or written waiver of notice unless so required by the Certificate of
Incorporation or the By-Laws. Notices of any such meeting need not be given
to any member of any committee, however, if waived by him as provided in
Section 8 of Article III, and the provisions of such Section 8 with respect
to waiver of notice of meetings of the Board of Directors shall apply to
meetings of any committee as well.

Section 4. Organization of Meetings. The most senior officer of the
Corporation present, if any be members of the committee, and, if not, the
director present who has served the longest as a director, except as
otherwise expressly provided by the Board of Directors or the committee,
shall preside at all meetings of any committee. The Secretary of the
Corporation, except as otherwise expressly provided by the Board of
Directors, shall act as secretary at all meetings of any committee and in his
absence a temporary secretary shall be appointed by the chairman of the
meeting.

Section 5. Quorum and Manner of Acting. One-third (1/3) of the members of
any committee then in office shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which
a quorum is present, shall be the act of such committee. In the absence of a
quorum, a majority of the members of any committee present, or, if two or
fewer members shall be present, any member of the committee present or the
Secretary, may adjourn any meeting, from time to time, until a quorum is
present. No notice of any adjourned meeting need be given other than by
announcement at the meeting that is being adjourned. The provisions of
Section 10 of Article III with respect to participation in a meeting of a
committee of the Board of Directors and the provisions of Section 12 of
Article III with respect to action taken by a committee of the Board of
Directors without a meeting shall apply to participation in meetings of and
action taken by any committee.

Section 6. Voting. On any question on which any committee shall vote, the
names of those voting and their votes shall be entered in the minutes of the
meeting if any member of such committee so requests.

Section 7. Records. All committees shall keep minutes of their acts and
proceedings, which shall be submitted at the next regular meeting of the
Board of Directors unless sooner submitted at an organization or special
meeting of the Board of Directors, and any action taken by the Board of
Directors with respect thereto shall be entered in the minutes of the Board
of Directors.

Section 8. Vacancies. Any vacancy among the appointed members or alternate
members of any committee of the Board of Directors may be filled by
affirmative vote of a majority of the whole Board of Directors.

Section 9. Members' Compensation. Members of all committees may receive
such reasonable compensation for their services as such, whether in the form
of salary or a fixed fee for attendance at meetings, with expenses, if any,
as the Board of Directors may from time

8


to time determine. Nothing herein contained shall be construed to preclude
any member of any committee from serving the Corporation in any other
capacity and receiving compensation therefor.

Section 10. Emergency Management Committee. In the event that a quorum of
the Board of Directors cannot readily be convened as a result of emergency
conditions following a catastrophe or disaster, then all the powers and
duties vested in the Board of Directors shall vest automatically in an
Emergency Management Committee which shall consist of all readily available
members of the Board of Directors and which Committee shall have and may
exercise all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation. Two members shall constitute a
quorum. Other provisions of these By-Laws notwithstanding, the Emergency
Management Committee shall call a meeting of the Board of Directors as soon
as circumstances permit, for the purpose of filling vacancies on the Board of
Directors and its committees and to take such other action as may be
appropriate; and if the Emergency Management Committee determines that less
than a majority of the members of the Board of Directors are available for
service, the Emergency Management Committee shall, as soon as practicable,
issue a call for a special meeting of stockholders for the election of
directors. The powers of the Emergency Management Committee shall terminate
upon the convening of the meeting of the Board of Directors above prescribed
at which a majority of the members thereof shall be present, or upon the
convening of the above prescribed meeting of stockholders, whichever first
shall occur.

ARTICLE V.

THE OFFICERS

Section 1. Officers - Qualifications. The elected officers of the
Corporation shall be a Chairman of the Board, a President, a Secretary and a
Treasurer and may also include one or more Vice Chairmen of the Board, one or
more Executive Vice Presidents, one or more Senior Vice Presidents and one or
more Vice Presidents. The elected officers shall be elected by the Board of
Directors. The Chairman of the Board, the President and each Vice Chairman
of the Board shall be selected from the directors. Assistant Secretaries,
Assistant Treasurers and such other officers as may be deemed necessary or
appropriate may be appointed by the Board of Directors or may be appointed
pursuant to Section 6 of this Article V.

Section 2. Term of Office; Vacancies. So far as is practicable, all elected
officers shall be elected at the organization meeting of the Board of
Directors in each year, and except as otherwise provided in Sections 3 and 4,
and subject to the provisions of Section 6, of this Article V, shall hold
office until the organization meeting of the Board of Directors in the next
subsequent year and until their respective successors are elected and qualify
or until their earlier resignation or removal. All appointed officers shall
hold office during the pleasure of the Board of Directors and the Chairman of
the Board. If any vacancy shall occur in any office, the Board of Directors
may elect or appoint a successor to fill such vacancy for the remainder of
the term.

Section 3. Removal of Elected Officers. Any elected officer may be removed
at any time, either for or without cause, by affirmative vote of a majority
of the whole Board of Directors, at any regular meeting or at any special
meeting called for the purpose and, in the case of any officer not more
senior than a Senior Vice President, by affirmative vote of a majority of the
whole committee of the Board of Directors so empowered at any regular meeting
or at any special meeting called for the purpose.

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Section 4. Resignations. Any officer may resign at any time, upon written
notice of resignation to the Corporation. Any resignation shall be effective
immediately unless a date certain is specified for it to take effect, in
which event it shall be effective upon such date, and acceptance of any
resignation shall not be necessary to make it effective, irrespective of
whether the resignation is tendered subject to such acceptance.

Section 5. Officers Holding More Than One Office. Any officer may hold two
or more offices the duties of which can be consistently performed by the same
person.

Section 6. The Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation. He shall direct, coordinate and
control the Corporation's business and activities and its operating expenses
and capital expenditures, and shall have general authority to exercise all
the powers necessary for the chief executive officer of the Corporation, all
in accordance with basic policies established by and subject to the control
of the Board of Directors. He shall be responsible for the employment or
appointment of employees, agents and officers (except officers to be elected
by the Board of Directors pursuant to Section 1 of this Article V) as may be
required for the conduct of the business and the attainment of the objectives
of the Corporation, and shall have authority to fix compensation as provided
in Section 15 of this Article V. He shall have authority to suspend or to
remove any employee, agent or appointed officer of the Corporation and to
suspend for cause any elected officer of the Corporation and, in the case of
the suspension for cause of any such elected officer, to recommend to the
Board of Directors what further action should be taken. He shall have
general authority to execute bonds, deeds and contracts in the name and on
behalf of the Corporation. As provided in Section 5 of Article II, he shall
act as chairman at all meetings of the stockholders at which he is present,
and, as provided in Section 9 of Article III, he shall preside at all
meetings of the Board of Directors at which he is present. In the absence of
the Chairman of the Board, his duties shall be performed and his authority
may be exercised by the President, and, in the absence of the Chairman of the
Board and the President, such duties shall be performed and such authority
may be exercised by such officer as may have been designated by the most
senior officer of the Corporation who has made any such designation, with the
right reserved to the Board of Directors to make the designation or supersede
any designation so made.

Section 7. The President. The President shall be the chief operating officer
of the Corporation. He shall implement the general directives, plans and
policies formulated by the Chairman of the Board pursuant to the By-Laws, in
general shall have authority to exercise all powers delegated to him by the
Chairman of the Board and shall establish operating and administrative plans
and policies and direct and coordinate the Corporation's organizational
components, within the scope of the authority delegated to him by the Board
of Directors or the Chairman of the Board. He shall have general authority
to execute bonds, deeds and contracts in the name and on behalf of the
Corporation and responsibility for the employment or appointment of such
employees, agents and officers (except officers to be elected by the Board of
Directors pursuant to Section 1 of this Article V) as may be required to
carry on the operations of the business and authority to fix compensation of
such employees, agents and officers as provided in Section 15 of this Article
V. He shall have authority to suspend or to remove any employee or agent of
the Corporation (other than officers). As provided in Section 6 of this
Article V, in the absence of the Chairman of the Board, the President shall
perform all the duties and exercise the authority of the Chairman of the
Board. In the absence of the President, his duties shall be performed and his
authority may be exercised by the Chairman of the Board. In the absence of
the President and the Chairman of the Board, the duties of the President
shall be performed and his authority may be exercised by such officer

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as may have been designated by the most senior officer of the Corporation who
has made any such designation, with the right reserved to the Board of
Directors to make the designation or supersede any designation so made.

Section 8. The Vice Chairmen of the Board. The several Vice Chairmen of the
Board, if any, shall perform such duties and may exercise such authority as
may from time to time be conferred upon them by the Board of Directors, the
Chairman of the Board or the President.

Section 9. The Executive Vice Presidents. The several Executive Vice
Presidents, if any, shall perform such duties and may exercise such authority
as may from time to time be conferred upon them by the Board of Directors,
the Chairman of the Board or the President.

Section 10. The Senior Vice Presidents. The several Senior Vice Presidents,
if any, shall perform such duties and may exercise such authority as may from
time to time be conferred upon them by the Board of Directors, the Chairman
of the Board, the President, any Vice Chairman of the Board or any Executive
Vice President.

Section 11. The Vice Presidents. The several Vice Presidents, if any, shall
perform such duties and may exercise such authority as may from time to time
be conferred upon them by the Board of Directors, the Chairman of the Board,
the President, any Vice Chairman of the Board or any Executive Vice President.

Section 12. The Secretary. The Secretary shall attend to the giving of
notice of all meetings of stockholders and of the Board of Directors and
committees thereof, and, as provided in Section 5 of Article II and Section 9
of Article III, shall keep minutes of all proceedings at meetings of the
stockholders and of the Board of Directors at which he is present, as well as
of all proceedings at all meetings of committees of the Board of Directors at
which he has served as secretary, and where some other person has served as
secretary thereto, the Secretary shall maintain custody of the minutes of
such proceedings. As provided in Section 2 of Article VII, he shall have
charge of the corporate seal and shall have authority to attest any and all
instruments or writings to which the same may be affixed. He shall keep and
account for all books, documents, papers and records of the Corporation,
except those for which some other officer or agent is properly accountable.
He shall generally perform all the duties usually appertaining to the office
of secretary of a corporation. In the absence of the Secretary, such person
as shall be designated by the Chairman of the Board shall perform his duties.

Section 13. The Treasurer. The Treasurer shall have the care and custody of
all the funds of the Corporation and shall deposit the same in such banks or
other depositories as the Board of Directors or any officer or officers, or
any officer and agent jointly, thereunto duly authorized by the Board of
Directors, shall, from time to time, direct or approve. Except as otherwise
provided by the Board of Directors or in the Corporation's plan of
organization, the Treasurer shall keep a full and accurate account of all
moneys received and paid on account of the Corporation, shall render a
statement of accounts whenever the Board of Directors shall require, shall
perform all other necessary acts and duties in connection with the
administration of the financial affairs of the Corporation and shall
generally perform all the duties usually appertaining to the office of the
treasurer of a corporation. Whenever required by the Board of Directors, the
Treasurer shall give bonds for the faithful discharge of the duties of that
office in such sums and with such sureties as the Board of Directors shall
approve. In the absence of the Treasurer, such person as shall be designated
by the President shall perform such duties.

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Section 14. Additional Duties and Authority. In addition to the foregoing
specifically enumerated duties and authority, the several officers of the
Corporation shall perform such other duties and may exercise such further
authority as the Board of Directors may, from time to time, determine, or as
may be assigned to them by any superior officer.

Section 15. Compensation. Except as fixed or controlled by the Board of
Directors or otherwise, compensation of all officers and employees shall be
fixed by the Chairman of the Board, or by the President within the limits
approved by the Chairman of the Board, or by other officers of the
Corporation exercising authority granted to them under the plan of
organization of the Corporation.

ARTICLE VI.

STOCK AND TRANSFERS OF STOCK

Section 1. Stock Certificates. The capital stock of the Corporation shall be
represented by certificates signed by, or in the name of the Corporation by,
the Chairman of the Board, the President or a Vice Chairman of the Board, and
by the Secretary or an Assistant Secretary or by the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Corporation. If such
stock certificate is countersigned by a Transfer Agent other than the
Corporation or its employee or by a Registrar other than the Corporation or
its employee, any other signature on the certificate may be a facsimile,
engraved or printed. Such seal may be a facsimile, engraved or printed. In
case any such officer, Transfer Agent or Registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to
be such officer, Transfer Agent or Registrar before such certificate is
issued by the Corporation, it may nevertheless be issued by the Corporation
with the same effect as if such officer, Transfer Agent or Registrar had not
ceased to be such at the date of its issue. The certificates representing
the capital stock of the Corporation shall be in such form as shall be
approved by the Board of Directors.

Section 2. Transfers of Stock. Transfers of stock shall be made on the books
of the Corporation by the person named in the certificate, or by an attorney
lawfully constituted in writing, and upon surrender and cancellation of a
certificate or certificates for a like number of shares of the same class or
series of stock, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and with such proof of the
authenticity of the signatures as the Corporation or its agents may
reasonably require and with all required stock transfer tax stamps affixed
thereto and canceled or accompanied by sufficient funds to pay such taxes.

Section 3. Lost Certificates. In case any certificate of stock shall be
lost, stolen or destroyed, the Board of Directors, in its discretion, or any
officer or officers thereunto duly authorized by the Board of Directors, may
authorize the issue of a substitute certificate in place of the certificate
so lost, stolen or destroyed; provided, however, that, in each such case, the
applicant for a substitute certificate shall furnish evidence to the
Corporation, which it determines in its discretion is satisfactory, of the
loss, theft or destruction of such certificate and of the ownership thereof,
and also such security or indemnity as may be required by it.

Section 4. Determination of Holders of Record for Certain Purposes. In order
to determine the stockholders or other holders of securities entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of capital stock or other securities or for the

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purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, not more than sixty (60) days prior to the date of
payment of such dividend or other distribution or allotment of such rights or
the date when any such rights in respect of any change, conversion or
exchange of stock or securities may be exercised, and in such case only
holders of record on the date so fixed shall be entitled to receive payment
of such dividend or other distribution or to receive such allotment of
rights, or to exercise such rights, notwithstanding any transfer of any stock
or other securities on the books of the Corporation after any such record
date fixed as aforesaid. No record date shall precede the date on which the
Board of Directors establishes such record date.

ARTICLE VII.

CORPORATE SEAL

Section 1. Seal. The seal of the Corporation shall be in the form of a
circle and shall bear the name of the Corporation and in the center of the
circle the words "Corporate Seal, Delaware" and the figures "1973".

Section 2. Affixing and Attesting. The seal of the Corporation shall be in
the custody of the Secretary, who shall have power to affix it to the proper
corporate instruments and documents, and who shall attest it. In his
absence, it may be affixed and attested by an Assistant Secretary, or by the
Treasurer or an Assistant Treasurer or by any other person or persons as may
be designated by the Board of Directors.

ARTICLE VIII.

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on the
last Friday of December in each year and the succeeding fiscal year shall
begin on the day next succeeding the last day of the preceding fiscal year.

Section 2. Signatures on Negotiable Instruments. All bills, notes, checks or
other instruments for the payment of money shall be signed or countersigned
by such officers or agents and in such manner as, from time to time, may be
prescribed by resolution (whether general or special) of the Board of
Directors, or may be prescribed by any officer or officers, or any officer
and agent jointly, thereunto duly authorized by the Board of Directors.

Section 3. References to Article and Section Numbers and to the By-Laws and
the Certificate of Incorporation. Whenever in the By-Laws reference is made
to an Article or Section number, such reference is to the number of an
Article or Section of the By-Laws. Whenever in the By-Laws reference is made
to the By-Laws, such reference is to these By-Laws of the Corporation, as
amended, and whenever reference is made to the Certificate of Incorporation,
such reference is to the Certificate of Incorporation of the Corporation, as
amended, including all documents deemed by the General Corporation Law of the
State of Delaware to constitute a part thereof.

ARTICLE IX.



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AMENDMENTS

The By-Laws may be altered, amended or repealed at any Annual Meeting of
Stockholders, or at any special meeting of holders of shares of stock
entitled to vote thereon, provided that in the case of a special meeting
notice of such proposed alteration, amendment or repeal be included in the
notice of meeting, by a vote of the holders of a majority of the shares of
stock present in person or by proxy at the meeting and entitled to vote
thereon, or (except as otherwise expressly provided in any By-Law adopted by
the stockholders) by the Board of Directors at any valid meeting by
affirmative vote of a majority of the whole Board of Directors.

The undersigned, duly qualified Secretary of Merrill Lynch & Co., Inc., a
Delaware corporation, hereby certifies the foregoing to be a true and
complete copy of the By-Laws of the said Merrill Lynch & Co., Inc. in effect
on this date.


-----------------------------------
Secretary

Dated:

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