FORM OF CERTIFICATE OF DESIGNATONS

EXHIBIT 4.1

MERRILL LYNCH & CO., INC.

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CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
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9% CUMULATIVE PREFERRED STOCK, SERIES A
(PAR VALUE $1.00 PER SHARE)

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MERRILL LYNCH & CO., INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the
following resolutions were duly adopted by the Board of Directors of the
Corporation and by the Executive Committee of the Board of Directors, pursuant
to authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation, as amended, of the Corporation, which
authorize the issuance of up to 25,000,000 shares of preferred stock, par value
$1.00 per share, and pursuant to authority conferred upon the Executive
Committee of the Board of Directors in accordance with Section 141(c) of the
General Corporation Law of the State of Delaware, by Article IV, Section 1 of
the By-laws of the Corporation and by the resolutions of the Board of Directors
set forth herein, at a meeting of the Board of Directors duly held on April 19,
1994, by unanimous written consent to corporate action of the Board of Directors
dated August 22, 1994, and by unanimous written consent of the Executive
Committee dated November 2, 1994:

1. The Board of Directors on April 19, 1994 adopted the following
resolutions authorizing the Executive Committee of the Board of Directors to act
on behalf of the Board of Directors in connection with the designation, issuance
and sale of up to 100,000 shares of preferred stock of the Corporation in one or
more series (the "Preferred Stock") and depositary shares representing interests
in the Preferred Stock (the "Depositary Shares"), either directly or in exchange
for other obligations of the Corporation undertaken in connection with the
issuance of preferred units that may be issued by a limited liability company
affiliated with the Corporation, upon such terms as may be deemed appropriate by
the Executive Committee, including, but not limited to, determinations with
respect to classes and series, dividend and liquidation rights and preferences
(provided that the aggregate liquidation preference of the Preferred Stock, does
not exceed $600,000,000), stated value, denomination, redemption and conversion
or exchange features

and to take all such actions in connection therewith as such Committee may deem
necessary or appropriate:

"RESOLVED, that the Board of Directors hereby authorizes and empowers
the Executive Committee to take all such actions as may be necessary or
appropriate for the issuance and sale of up to 100,000 shares of the
Corporation's Preferred Stock, par value $1.00 per share (the "Preferred
Shares"), in one or more series, either directly or in exchange for other
obligations of the Corporation undertaken in connection with the issuance
of preferred units that may be issued by a limited liability company
affiliated with the Corporation (the "LLC Units"); provided that the
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aggregate liquidation preference of such Preferred Shares shall not exceed
$600,000,000;"

"FURTHER RESOLVED, that the Executive Committee may approve the
issuance of the Preferred Shares upon such terms as may be deemed
appropriate by the Executive Committee, including, but not limited to,
determinations with respect to classes and series, dividend and liquidation
rights and preferences, stated value, denomination, redemption and
conversion or exchange features, and may provide for the issuance of
depositary shares representing interests in the Preferred Shares in order
to accommodate retail marketing; provided, however, that the Preferred
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Shares shall not have voting rights except (i) in the event that dividends
are in arrears for six consecutive quarters, the number of the
Corporation's directors shall be increased by two and the holders of the
Preferred Shares shall be entitled, voting as a class, to elect two
directors of the Corporation to serve until such time as such arrearages
are paid in full or (ii) as otherwise required by law;"

2. The Board of Directors, by unanimous written consent to corporate
action dated August 22, 1994, adopted the following resolution amending the
second resolution set forth in paragraph 1 above:

"RESOLVED, that the resolution attached hereto as Exhibit A, which was
adopted at the meeting of the Board of Directors duly called and held on
April 19, 1994, is hereby amended by deleting the word "consecutive" in the
third line of the proviso and inserting the words "or the requirements of
any stock exchange on which the Preferred Shares may be listed" at the end
thereof prior to the semicolon."

3. The Executive Committee of the Board of Directors, by unanimous
written consent to corporate action dated November 2, 1994, adopted the
following resolution pursuant to the authority conferred upon the Executive
Committee by the resolution of the Board of Directors set forth in paragraph 1
above adopted pursuant

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to Article 4, Section 1 of the By-laws of the Corporation and Section 141(c) of
the General Corporation Law of the State of Delaware:

"RESOLVED, that the issue of a series of preferred stock, par value
$1.00 per share, of the Corporation is hereby authorized and the
designation, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions
thereof, in addition to those set forth in the Restated Certificate of
Incorporation, as amended, of the Corporation, are hereby fixed as follows:

9% CUMULATIVE PREFERRED STOCK, SERIES A

(1) Number of Shares and Designation. 42,500 shares of the
preferred stock, par value $1.00 per share, of the Corporation are
hereby constituted as a series of preferred stock, par value $1.00 per
share, designated as 9% Cumulative Preferred Stock, Series A
(hereinafter called the "Preferred Stock, Series A").

(2) Dividends. (a) The holders of shares of the Preferred
Stock, Series A, shall be entitled to receive, as, if and when
declared by the Board of Directors of the Corporation (or a duly
authorized Committee thereof), out of assets of the Corporation
legally available for the payment of dividends, cash dividends at the
rate set forth below in this Section (2) applied to the amount of
$10,000 per share. Such dividends shall be cumulative from the date of
original issue of such shares, whether or not in any Dividend Period
or Dividend Periods (as defined in subsection (b) of this Section (2))
there are assets of the Corporation legally available for the payment
thereof, and shall be payable quarterly, as, if and when declared by
the Board of Directors of the Corporation (or a duly authorized
Committee thereof), on March 30, June 30, September 30, and December
30 of each year, commencing on December 30, 1994; provided that if any
such payment date is not a business day, dividends (if declared) on
the Preferred Stock, Series A, will be paid on the immediately
succeeding business day, without interest. Each such dividend shall
be payable to the holders of record of shares of the Preferred Stock,
Series A, as they appear on the stock register of the Corporation on
such record dates, which shall be the fifteenth day immediately
preceding the payment date thereof, or such other date not more than
30 nor less than 15 days preceding the payment dates thereof, as shall
be fixed by the Board of Directors of the Corporation (or a duly
authorized Committee thereof). Dividends on account of arrears for
any past Dividend

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Periods may be declared and paid at any time, without reference to any
regular dividend payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date thereof, as may be fixed
by the Board of Directors of the Corporation (or a duly authorized
Committee thereof).

(b) (i) Dividend periods ("Dividend Periods") shall commence on
March 30, June 30, September 30, and December 30 of each year (other
than the initial Dividend Period which shall commence on the date of
original issue of the Preferred Stock, Series A) and shall end on and
include the calendar day next preceding the first day of the next
Dividend Period. The dividend rate on the shares of Preferred Stock,
Series A, for the period from the date of original issue thereof to
and including December 30, 1994, and for each Dividend Period
thereafter shall be 9% per annum.

(ii) The amount of dividends payable for each full Dividend
Period for the Preferred Stock, Series A, shall be computed by
dividing the dividend rate of 9% per annum by four, rounded to the
nearest one-hundredth of a percent, with five one-thousandths rounded
upwards, and applying the resulting rate to the amount of $10,000 per
share. The amount of dividends payable for the initial Dividend
Period on the Preferred Stock, Series A, or any other period shorter
than a full Dividend Period on the Preferred Stock, Series A, shall be
computed on the basis of 30-day months, a 360-day year and the actual
number of days elapsed in any period of less than one month. The
amount of dividends payable on the Preferred Stock, Series A, shall be
rounded to the nearest cent, with one-half cent being rounded upwards.

(c) So long as any shares of the Preferred Stock, Series A, are
outstanding, no full dividends shall be declared or paid or set apart
for payment on the preferred stock of the Corporation of any series
ranking, as to dividends, on a parity with or junior to the Preferred
Stock, Series A, for any period unless full cumulative dividends have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payment on the
Preferred Stock, Series A, for all Dividend Periods terminating on or
prior to the date of payment of such full cumulative dividends. When
dividends are not paid in full, as aforesaid, upon the shares of the
Preferred Stock, Series A, and any other preferred stock ranking on a
parity as to dividends with the Preferred Stock, Series A, all
dividends declared upon shares of the Preferred

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Stock, Series A, and any other preferred stock ranking on a parity as
to dividends (whether cumulative or noncumulative) shall be declared
pro rata so that the amount of dividends declared per share on the
Preferred Stock, Series A, and such other preferred stock shall in all
cases bear to each other the same ratio that accrued dividends per
share on the shares of the Preferred Stock, Series A, and such other
preferred stock bear to each other. Holders of shares of the
Preferred Stock, Series A, shall not be entitled to any dividends,
whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on the Preferred Stock,
Series A. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the
Preferred Stock, Series A, which may be in arrears.

(d) So long as any shares of the Preferred Stock, Series A, are
outstanding, no dividends (other than dividends or distributions paid
in shares of, or options, warrants or rights to subscribe for or
purchase shares of, the Common Stock or another stock of the
Corporation ranking junior to the Preferred Stock, Series A, as to
dividends and upon liquidation and other than as provided in
subsection (c) of this Section (2)) shall be declared or paid or set
aside for payment or other distribution declared or made upon the
Common Stock or upon any other stock of the Corporation ranking junior
to or on a parity with the Preferred Stock, Series A, as to dividends
or upon liquidation, nor shall any Common Stock nor any other stock of
the Corporation ranking junior to or on parity with the Preferred
Stock, Series A, as to dividends or upon liquidation be redeemed,
purchased or otherwise acquired, other than in connection with the
distribution or trading thereof, for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of
any shares of any such stock) by the Corporation (except by conversion
into or exchange for stock of the Corporation ranking junior to the
Preferred Stock, Series A, as to dividends and upon liquidation)
unless, in each case, full cumulative dividends on all outstanding
shares of the Preferred Stock, Series A, shall have been declared and
paid for all Dividend Periods terminating on or prior to the date of
payment of such full cumulative dividends.

(3) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, before any payment or distribution of the
assets of the Corporation or proceeds thereof (whether capital or
surplus) shall be made to or set apart for the holders of any series
or

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class or classes of stock of the Corporation ranking junior to the
Preferred Stock, Series A, upon liquidation, dissolution, or winding
up, the holders of the shares of the Preferred Stock, Series A, shall
be entitled to receive $10,000 per share plus an amount equal to all
dividends (whether or not earned or declared) accrued and unpaid
thereon to the date of final distribution to such holders but such
holders shall not be entitled to any further payment. If, upon any
liquidation, dissolution, or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the
holders of the shares of the Preferred Stock, Series A, shall be
insufficient to pay in full the preferential amount aforesaid and
liquidating payments on any other shares of preferred stock ranking,
as to liquidation, dissolution or winding up, on a parity with the
Preferred Stock, Series A, then such assets, or the proceeds thereof,
shall be distributed among the holders of shares of Preferred Stock,
Series A, and any such other preferred stock ratably in accordance
with the respective amounts which would be payable on such shares of
Preferred Stock, Series A, and any such other preferred stock if all
amounts payable thereon were paid in full. For the purposes of this
Section (3), a consolidation or merger of the Corporation with one or
more corporations shall not be deemed to be a liquidation, dissolution
or winding up, voluntary or involuntary, of the Corporation.

(b) Subject to the rights of the holders of shares of any series
or class or classes of stock ranking on a parity with or prior to the
Preferred Stock, Series A, upon liquidation, dissolution or winding
up, upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders
of Preferred Stock, Series A, as provided in this Section (3), but not
prior thereto, any other series of class or classes of stock ranking
junior to the Preferred Stock, Series A, upon liquidation shall,
subject to the respective terms and provisions (if any) applying
thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the Preferred Stock, Series A,
shall not be entitled to share therein.

(4) Redemption. (a) The Preferred Stock, Series A, may not be
redeemed prior to December 30, 2004. At any time or from time to time
on and after December 30, 2004, the Corporation, at its option, may
redeem shares of the Preferred Stock, Series A, as a whole or in part,
at a redemption price of $10,000 per share, together in

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each case with accrued and unpaid dividends (whether or not earned or
declared) to the date fixed for redemption.

(b) In the event the Corporation shall redeem shares of Preferred
Stock, Series A, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock register of the Corporation. Each such notice shall state:
(1) the redemption date; (2) the number of shares of Preferred Stock,
Series A, to be redeemed and, if less than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed
from such holder; (3) the redemption price; (4) the place or places
where certificates for such shares are to be surrendered for payment
of the redemption price; and (5) that dividends on the shares to be
redeemed shall cease to accrue on such redemption date. Notice having
been mailed as aforesaid, from and after the redemption date (unless
default shall be made by the Corporation in providing money for the
payment of the redemption price) dividends on the shares of the
Preferred Stock, Series A, so called for redemption shall cease to
accrue, and said shares shall no longer be deemed to be outstanding,
and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the
redemption price) shall cease. The Corporation's obligation to
provide moneys in accordance with the preceding sentence shall be
deemed fulfilled if, on or before the redemption date, the Corporation
shall deposit with a bank or trust company (which may be an affiliate
of the Corporation) having an office in the Borough of Manhattan, City
of New York, having a capital and surplus of at least $50,000,000,
funds necessary for such redemption, in trust, with irrevocable
instructions that such funds be applied to the redemption of the
shares of Preferred Stock, Series A, so called for redemption. Any
interest accrued on such funds shall be paid to the Corporation from
time to time. Any funds so deposited and unclaimed at the end of two
years from such redemption date shall be released or repaid to the
Corporation, after which the holder or holders of such shares of
Preferred Stock, Series A, so called for redemption shall look only to
the Corporation for payment of the redemption price.

Upon surrender, in accordance with said notice, of the
certificates for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation
shall so require and the

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notice shall so state), such shares shall be redeemed by the
Corporation at the applicable redemption price aforesaid. If less
than all the outstanding shares of Preferred Stock, Series A, are to
be redeemed, shares to be redeemed shall be selected by the Board of
Directors of the Corporation (or a duly authorized committee thereof)
from outstanding shares of Preferred Stock, Series A, not previously
called for redemption by lot or pro rata or by any other method
determined by the Board of Directors of the Corporation (or a duly
authorized committee thereof) to be equitable. If fewer than all the
shares represented by any certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares without charge to
the holder thereof.

(c) In no event shall the Corporation redeem less than all the
outstanding shares of Preferred Stock, Series A, pursuant to
subsection (a) of this Section (4) unless full cumulative dividends on
all outstanding shares of the Preferred Stock, Series A, shall have
been or all contemporaneously declared and paid or declared and a sum
sufficient for payment thereof set apart for such payment for all
Dividend Periods terminating on or prior to the date of payment of
such full cumulative dividends.

(5) Voting Rights. The Preferred Stock, Series A, shall have no
voting rights, except as hereinafter set forth or as otherwise from
time to time required by law. Whenever dividends payable on the
Preferred Stock, Series A, shall be in arrears for such number of
dividend periods, whether or not consecutive, which shall in the
aggregate contain a number of months equivalent to six calendar
quarters, the holders of outstanding shares of the Preferred Stock,
Series A, shall have the exclusive right, voting as a class with
holders of shares of all other series of preferred stock ranking on a
parity with the Preferred Stock, Series A, either as to dividends or
the distribution of assets upon liquidation, dissolution or winding up
and upon which like voting rights have been conferred and are
exercisable, to vote for the election of two additional directors at
the next annual meeting of stockholders and at each subsequent annual
meeting of stockholders. At elections for such directors, each holder
of the Preferred Stock, Series A, shall be entitled to one vote for
each share held (the holders of shares of any other series of
preferred stock ranking on such a parity being entitled to such number
of votes, if any, for each share of stock held as may be granted to
them). Upon the vesting of such right of such holders, the maximum
authorized number of members of the Board of Directors shall
automatically be increased by two and the

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two vacancies so created shall be filled by vote of the holders of
such outstanding shares of Preferred Stock, Series A, (either alone or
together with the holders of shares of all other series of preferred
stock ranking on such a parity) as hereinafter set forth. The right
of such holders of such shares of the Preferred Stock, Series A,
voting as a class with holders of shares of all other series of
preferred stock ranking on such a parity, to elect members of the
Board of Directors of the Corporation as aforesaid shall continue
until all past dividends accumulated on such shares of Preferred
Stock, Series A, shall have been paid in full. Upon payment in full
of such dividends, such voting rights shall terminate except as
expressly provided by law, subject to re-vesting in the event of each
and every subsequent default in the payment of dividends as aforesaid.

Upon termination of the right of the holders of the Preferred
Stock, Series A, to vote for directors as herein provided, the term of
office of all directors then in office elected by such holders will
terminate immediately. If the office of any director elected by such
holders voting as a class becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office or
otherwise, the remaining director elected by such holders voting as a
class may choose a successor who shall hold office for the unexpired
term in respect of which such vacancy occurred. Whenever the term of
office of the directors elected by such holders voting as a class
shall end and the special voting rights shall have expired, the number
of directors shall be such number as may be provided for in the By-
laws irrespective of any increase made pursuant to the provisions
hereof.

So long as any shares of the Preferred Stock, Series A, remain
outstanding, the affirmative vote or consent of the holders of at
least two-thirds of the shares of the Preferred Stock, Series A,
outstanding at the time (voting as a class with all other series of
preferred stock ranking on a parity with the Preferred Stock, Series
A, either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable), given in person or by
proxy, either in writing or at any meeting called for the purpose,
shall be necessary to permit, effect or validate any one or more of
the following:

(i) the authorization, creation or issuance, or any increase in
the authorized or issued amount, of any class or series of stock
ranking prior to the Preferred Stock, Series A, with respect to
payment of dividends or the

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distribution of assets upon liquidation, dissolution or winding up; or

(ii) the amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the Restated
Certificate of Incorporation, as amended, or of the resolutions set
forth in a Certificate of Designations for such Preferred Stock,
Series A, which would materially and adversely affect any right,
preference, privilege or voting power of the Preferred Stock, Series
A, or of the holders thereof; provided, however, that any increase in
the amount of authorized preferred stock or the creation and issuance
of other series of preferred stock, or any increase in the amount of
authorized shares of Preferred Stock, Series A, in each case ranking
on a parity with or junior to the Preferred Stock, Series A, with
respect to the payment of dividends and the distribution of assets
upon liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences, privileges
or voting powers.

The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Preferred Stock,
Series A, shall have been redeemed or sufficient funds shall have been
deposited in trust to effect such a redemption which is scheduled to
be consummated within three months after the time that such rights
would otherwise be exercisable.

(6) Record Holders. The Corporation and the transfer agent for
the Preferred Stock, Series A, may deem and treat the record holder of
any share of such Preferred Stock as the true and lawful owner thereof
for all purposes, and neither the Corporation nor such transfer agent
shall be affected by any notice to the contrary.

(7) Ranking. Any class or classes of stock of the Corporation
shall be deemed to rank:

(i) on a parity with the Preferred Stock, Series A, as to
dividends or as to distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend
payment dates, or redemption or liquidation prices per share thereof
be different from those of the Preferred Stock, Series A, if the
holders of such class of stock and the Preferred Stock, Series A,
shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or

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winding up, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority
one over the other; and

(ii) junior to the Preferred Stock, Series A, as to dividends or
as to the distribution of assets upon liquidation, dissolution or
winding up, if such stock shall be Common Stock or if the holders of
Preferred Stock, Series A, shall be entitled to receipt of dividends
or of amounts distributable upon dissolution, liquidation or winding
up, as the case may be, in preference or priority to the holders of
shares of such stock.

(8) Exclusion of Other Rights. Unless otherwise required by law,
shares of Preferred Stock, Series A, shall not have any rights,
including preemptive rights, or preferences other than those
specifically set forth herein or as provided by applicable law.

(9) Notices. All notices or communications unless otherwise
specified in the By-laws of the Corporation or the Restated
Certificate of Incorporation, as amended, shall be sufficiently given
if in writing and delivered in person or by first class mail, postage
prepaid. Notice shall be deemed given on the earlier of the date
received or the date such notice is mailed."

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by Theresa Lang, its Senior Vice President, and
attested by Gregory T. Russo, its Secretary, whereby said Secretary affirms,
under penalties of perjury, that this Certificate of Designations is the act and
deed of the Corporation and that the facts stated herein are true, this 2nd day
of November, 1994.

MERRILL LYNCH & CO., INC.



By
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Senior Vice President

Attest:



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

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