Exhibit 4.3


                          CERTIFICATE OF LIMITED PARTNERSHIP
                                          OF
                       MERRILL LYNCH PREFERRED FUNDING   , L.P.


         This Certificate of Limited Partnership of Merrill Lynch Preferred
Funding   , L.P. (the "Partnership"), dated as of                  , is being
duly executed and filed by Merrill Lynch & Co., Inc., a Delaware corporation, as
general partner, to form a limited partnership under the Delaware Revised
Uniform Limited Partnership Act (6 Del. C.  Section 17-101, et seq.).

         1.   Name.  The name of the limited partnership formed hereby is
Merrill Lynch Preferred Funding   , L.P.

         2.   Registered Office.  The address of the registered office of the
Partnership in the State of Delaware is c/o CT Corporation, Corporate Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801.  

         3.   Registered Agent.  The name and address of the registered agent
for service of process on the Partnership in the State of Delaware is CT
Corporation, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.

         4.   General Partner.  The name and the business mailing address of
the sole general partner of the Partnership is: Merrill Lynch & Co., Inc., a
Delaware corporation, World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10281.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership as of the date first written above.

                             Merrill Lynch & Co., Inc.,
                             as sole general partner

                             By:                            
                                ----------------------------
                               Name:   Theresa Lang
                               Title:  Senior Vice President
                                       and Treasurer