MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.

ARTICLES OF AMENDMENT

MERRILL LYNCH LARGE CAP SERIES FUNDS, INC., a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland that:

FIRST:    The Corporation desires to amend its charter as currently in effect. The Corporation consists of the following three Series: Merrill Lynch Large Cap Core Fund, Merrill Lynch Large Cap Growth Fund and Merrill Lynch Large Cap Value Fund. As of immediately before the amendment to the Corporation’s charter described below, the shares of common stock of each Series of the Corporation, par value $.10 per share (the “Common Stock”), are divided into classes having the following designations: Class A Common Stock, Class B Common Stock, Class C Common Stock, Class I Common Stock and Class R Common Stock.

SECOND:    Pursuant to Section 2-605 of the Maryland General Corporation Law, the charter of the Corporation is hereby amended as follows:

(i) The Class A Common Stock of each Series of the Corporation is hereby redesignated “Investor A Common Stock.” The Investor A Common Stock shall retain the same preferences, conversions and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the former Class A Common Stock;

(ii) The Class B Common Stock of each Series of the Corporation is hereby redesignated “Investor B Common Stock.” The Investor B Common Stock shall retain the same preferences, conversions and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the former Class B Common Stock;

(iii) The Class C Common Stock of each Series of the Corporation is hereby redesignated “Investor C Common Stock.” The Investor C Common Stock shall retain the same preferences, conversions and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the former Class C Common Stock;

(iv) The Class I Common Stock of each Series of the Corporation is hereby redesignated “Institutional Common Stock.” The Institutional Common Stock shall retain the same preferences, conversions and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the former Class I Common Stock;

(v) Merrill Lynch Large Cap Growth Fund is hereby redesignated “BlackRock Large Cap Growth Fund;”

(vi) Merrill Lynch Large Cap Value Fund is hereby redesignated “BlackRock Large Cap Value Fund;” and

(vii) Merrill Lynch Large Cap Core Fund is hereby redesignated “BlackRock Large Cap Core Fund.”

THIRD:    These Articles of Amendment have been approved by a majority of the entire Board of Directors of the Corporation and are limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law and are therefore made without action by the stockholders.

FOURTH:    The authorized capital stock of the Corporation has not been increased by these Articles of Amendment.

FIFTH:    As amended hereby, the Corporation’s charter shall remain in full force and effect.

SIXTH:    These Articles of Amendment shall be effective as of the 29th day of September, 2006.

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IN WITNESS WHEREOF, MERRILL LYNCH LARGE CAP SERIES FUNDS, INC. has caused these presents to be signed in its name and on its behalf by its Vice President and witnessed by its Secretary as of the          day of                     , 2006.

MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.
By:
	Donald C. Burke, Vice President

Witness:

Alice A. Pellegrino, Secretary

THE UNDERSIGNED, Vice President of the Corporation, who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of the Corporation the foregoing Articles of Amendment to be the corporate act of the Corporation and further certifies, as to all of the matters and facts required to be verified under oath, that to the best of his knowledge, information and belief, the matters and facts set forth herein are true in all material respects, under the penalties of perjury.

Donald C. Burke, Vice President

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