- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* MERRILL LYNCH & CO INC	2. Issuer Name and Ticker or Trading Symbol BLACKROCK PREFERRED & EQUITY ADVANTAGE TRUST [ BLK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 4 WORLD FINANCIAL CENTER, 250 VESEY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2008
(Street) NEW YORK, NY 10080 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2008		S		349	D	$130.38	52373925 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		460	D	$130.37	52373465 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		140	D	$130.36	52373325 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		260	D	$130.35	52373065 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		100	D	$130.34	52372965 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		340	D	$130.33	52372625 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		340	D	$130.32	52372285 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		620	D	$130.31	52371665 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1280	D	$130.3	52370385 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		560	D	$130.29	52369825 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		900	D	$130.28	52368925 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		500	D	$130.27	52368425 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		340	D	$130.26	52368085 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		82	D	$130.25	52368003 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		140	D	$130.24	52367863 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1000	D	$130.23	52366863 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		920	D	$130.22	52365943 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		600	D	$130.21	52365343 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		700	D	$130.2	52364643 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		2035	D	$130.19	52362608 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		460	D	$130.18	52362148 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1100	D	$130.17	52361048 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1840	D	$130.16	52359208 ⁽²⁾ ⁽³⁾	I	See footnote
Common Stock	12/23/2008		S		500	D	$130.15	52358708 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		400	D	$130.14	52358308 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1900	D	$130.13	52356408 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1200	D	$130.12	52355208 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1600	D	$130.11	52353608 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1700	D	$130.1	52351908 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		600	D	$130.09	52351308 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co"), Merrill Lynch Investment Managers, L.P. ("MLIM"), Merrill Lynch Group, Inc. ("ML Group"), Princeton Services, Inc. ("Princeton Services"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and Merrill Lynch Bank & Trust Co., FSB ("MLBT-FSB") (collectively, the "Reporting Persons"). Princeton Services is the general partner of MLIM and is a wholly-owned subsidiary of ML Group, which is a wholly-owned subsidiary of ML&Co. MLBT-FSB is a wholly-owned subsidiary of ML&Co. MLPF&S is a wholly-owned subsidiary of ML&Co.
( 2)	On December 23, 2008, MLIM sold a total of 200,000 shares of Common Stock, par value $0.01 per share (the "Common Stock") of BlackRock Inc. ("BlackRock") held by it pursuant to Rule 144 of the Securities and Exchange Act of 1934, as amended, after which ML&Co indirectly through its wholly-owned subsidiaries beneficially owned 52,196,417 shares of Common Stock of BlackRock and MLIM and Princeton Services each beneficially owned zero shares of Common Stock of BlackRock.
( 3)	In addition, on December 23, 2008, each of the following transactions were effected, each of which is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise: ML&Co contributed all of the Shares held by it to ML Group, MLIM transferred all the shares of Common Stock (other than the 200,000 shares of Common Stock sold pursuant to Rule 144) and Preferred Stock held by it to ML Group and each of Fund Asset Management, L.P. and Princeton Administrators, L.P. (each of which is a wholly-owned direct or indirect subsidiary of ML&Co) transferred all of the shares of Common Stock held by it to ML Group.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER 250 VESEY STREET NEW YORK, NY 10080		X
MERRILL LYNCH INVESTMENT MANAGERS LP C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
Merrill Lynch Group, Inc. C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
Princeton Services, Inc. C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
MERRILL LYNCH PIERCE FENNER & SMITH INC C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
MERRILL LYNCH BANK & TRUST CO FSB C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X

Signatures
Merrill Lynch & Co., Inc. By: Jonathan Santelli, Assistant Secretary		12/29/2008
^** Signature of Reporting Person		Date
Merrill Lynch Investment Managers, L.P. By: Princeton Services, Inc., its General Partner. By: Jonathan Santelli, Vice President and Secretary		12/29/2008
^** Signature of Reporting Person		Date
Merrill Lynch Group, Inc. By: Jonathan Santelli, Authorized Person		12/29/2008
^** Signature of Reporting Person		Date
Princeton Services, Inc. By: Jonathan Santelli, Vice President and Secretary		12/29/2008
^** Signature of Reporting Person		Date
Merrill Lynch, Pierce, Fenner & Smith Inc. By: Jonathan Santelli, Assistant Secretary		12/29/2008
^** Signature of Reporting Person		Date
Merrill Lynch Bank & Trust Co., FSB By: Jonathan Santelli, Authorized Person		12/29/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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