Exhibit (d)(2)

CERTIFICATE NO.                                                          SHARES
  ________                                                              ________

                       BLACKROCK MUNICIPAL INCOME TRUST
               Organized Under the Laws of The State of Delaware
      Municipal Auction Rate Cumulative Preferred Shares - Series [    ]
                           $.001 Par Value Per Share
                   $25,000 Liquidation Preference Per Share

                                                                       Cusip No.

        This certifies that Cede & Co. is the owner of [      ] fully paid and
non-assessable shares of Municipal Auction Rate Cumulative Preferred Shares -
Series [     ], $.001 par value per share, $25,000 liquidation preference per
share, of BlackRock Municipal Income Trust (the "Trust") transferable only on
the books of the Trust by the holder thereof in person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed.  This Certificate
is not valid unless countersigned by the transfer agent and registrar.

        A statement in full, of all the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class authorized to be issued, will be furnished by the Trust to
any shareholders upon request and without charge.

        IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
by its duly authorized officers and its Seal to be hereunto affixed this ____
day of October 2001

BANK OF NEW YORK                                      BLACKROCK MUNICIPAL
As Transfer Agent and Registrar                       INCOME TRUST


By: __________________________                         By:
    Authorized Signature                                    President

                                                      Attest:

                                                            Secretary


FOR VALUE RECEIVED, _______________________________ hereby sells, assigns and
transfers unto



Shares represented by this Certificate, and do hereby irrevocably constitute and
appoint ____________________ Attorney to transfer the said Shares on the books
of the within named Trust with full power of substitution in the premises.

Dated ______________________,

In presence of


______________________________

        Shares of Municipal Auction Rate Cumulative Preferred Shares evidenced
        by this Certificate may be sold, transferred, or otherwise disposed of
        only pursuant to the provisions of the Trust's Amended and Restated
        Agreement and Declaration of Trust and the Trust's Statement of
        Preferences.

        The Trust will furnish to any shareholder, upon request and without
        charge, the Trust's Amended and Restated Agreement and Declaration of
        Trust and a full statement of the designations, preferences, limitations
        and relative rights of the shares of each class or series of capital
        stock of the Trust authorized to be issued, so far as they have been
        determined, and the authority of the Board of Trustees to determine the
        relative rights and preferences of subsequent classes or series. Any
        such request should be addressed to the Secretary of the Trust.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trust or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.