MV3 is a new word based stream cipher for encrypting long streams of data. A direct adaptation of a byte based cipher such as rc4 into a 32- or 64-bit word version will obviously need vast amounts of memory. This scaling issue necessitates a look for new components and principles, as well as mathematical analysis to justify their use. Our approach, like rc4’s, is based on rapidly mixing random walks on directed graphs (that is, walks which reach a random state quickly, from any starting point). We begin with some well understood walks, and then introduce nonlinearity in their steps in order to improve security and show long term statistical correlations are negligible. To minimize the short term correlations, as well as to deter attacks using equations involving successive outputs, we provide a method for sequencing the outputs derived from the walk using three revolving buffers. The cipher is fast it runs at a speed of less than 5 cycles per byte on a Pentium IV processor. A word based cipher needs to output more bits per step, which exposes more correlations for attacks. Moreover we seek simplicity of construction and transparent analysis. To meet these requirements, we use a larger state and claim security corresponding to only a fraction of it. Our design is for an adequately secure word-based cipher; our very preliminary estimate puts the security close to exhaustive search for keys of size · 256 bits.