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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934

BlackRock, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

US09247X1019
(CUSIP Number)

Merrill Lynch & Co., Inc.
4 World Financial Center
250 Vesey Street
New York, New York 10080
Telephone: 212-449-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 16, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

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¹   Based on 117,982,677 shares of Common Stock, par value $0.01, of BlackRock, Inc. issued and outstanding as of March 31, 2008, as reported by BlackRock, Inc. in its quarterly report filed on Form 10-Q for the quarter ended June 30, 2008 (the “Common Stock Outstanding”).

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²   Based on the Common Stock Outstanding.

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³  Based on the Common Stock Outstanding.

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⁴   Based on the Common Stock Outstanding.

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⁵   Based on the Common Stock Outstanding.

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⁶   Based on the Common Stock Outstanding.

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⁷   Based on the Common Stock Outstanding.

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Item 1. Security and Issuer.

     This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of BlackRock, Inc. (formerly New BlackRock, Inc. and New Boise, Inc.) (the “Issuer”). The principal executive offices of the Issuer are located at 40 East 52nd Street, New York, New York 10022.

Item 2. Identity and Background.

     This statement is being filed by Merrill Lynch & Co., Inc. (“ML&Co.”), Merrill Lynch Investment Management, L.P. (“MLIM LP”), Fund Asset Management, L.P. (“FAM LP”), Princeton Administrators, L.P. (“Princeton Administrators”), Merrill Lynch Group, Inc. (“ML Group”), Princeton Services, Inc. (“Princeton Services”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) (collectively, the “Reporting Persons”).

     ML&Co. is a Delaware corporation that, through its subsidiaries, including the other Reporting Persons, provides broker-dealer, investment banking, financing, wealth management, advisory, asset management, insurance, lending, and related products and services on a global basis. ML Group is a Delaware corporation. Princeton Services is a Delaware corporation. Princeton Services is the general partner of each of Princeton Administrators, MLIM LP, and FAM LP. MLIM LP, Princeton Administrators, and FAM LP are Delaware limited partnerships that formerly owned many of the assets that constituted the Merrill Lynch Investment Managers asset management business (the “MLIM Business”). MLPF&S is a Delaware corporation.

     The principal business address of ML&Co., and the address of its principal office, is 4 World Financial Center, 250 Vesey Street, New York, New York 10080. The principal business address of each other Reporting Person is c/o ML&Co. at the same address.

     The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted), and citizenship of each director of ML&Co. are set forth in Schedule I-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment, and citizenship of each executive officer of ML&Co. are set forth in Schedule I-B hereto and are incorporated herein by reference. The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted), and citizenship of each director of ML Group are set forth in Schedule II-A hereto and are incorporated herein by reference. The name, business address, present principal occupation, and citizenship of each executive officer of ML Group are set forth in Schedule II-B hereto and are incorporated herein by reference. The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted), and citizenship of each director of Princeton Services are set forth in Schedule III-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment, and citizenship of each executive officer of Princeton Services are set forth in Schedule III-B hereto and are incorporated herein by reference. The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted), and citizenship of each director of MLPF&S are set forth in Schedule IV-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment, and citizenship of each executive officer of MLPF&S are set forth in Schedule IV-B hereto and are incorporated herein by reference.

     In July 2007, the CFTC found that on certain occasions from 2001 to 2005 Merrill Lynch Alternative Investments (MLAI) violated CFTC Regulation 4.22(c) by failing to timely file commodity pool annual reports with the National Futures Association and to timely distribute such reports to pool participants. Without admitting or denying the allegations, MLAI agreed to a cease-and-desist order and paid a fine in the amount of $500,000.

     As part of a settlement relating to managing auctions for auction rate securities, the Securities and Exchange Commission (the “Commission”) accepted the offers of settlement of 15 broker-dealer firms, including Merrill

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Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), and issued a settlement order on May 31, 2006. The Commission found, and MLPF&S neither admitted nor denied, that respondents (including MLPF&S) violated section 17(a)(2) of the Securities Act of 1933 by managing auctions for auction rate securities in ways that were not adequately disclosed or that did not conform to disclosed procedures. MLPF&S consented to a cease and desist order, a censure, a civil money penalty, and compliance with certain undertakings.

     On March 13, 2006, MLPF&S entered into a settlement with the Commission whereby the Commission alleged, and MLPF&S neither admitted nor denied, that MLPF&S failed to furnish promptly to representatives of the Commission electronic mail communications (“e-mails”) as required under Section 17(a) of the Exchange Act and Rule 17a-4(j) thereunder. The Commission also alleged, and MLPF&S neither admitted nor denied, that Merrill Lynch failed to retain certain e-mails related to its business as such in violation of Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder. Pursuant to the terms of the settlement, MLPF&S consented to a cease and desist order, a censure, a civil money penalty of $2,500,000, and compliance with certain undertakings relating to the retention of e-mails and the prompt production of e-mails to the Commission.

     In March 2005, Merrill Lynch & Co., Inc. and certain of its affiliates (Merrill Lynch & Co., Inc. and its affiliates collectively, “Merrill Lynch”) reached agreements with the State of New Jersey and the New York Stock Exchange (the “NYSE”) and reached an agreement in principle with the State of Connecticut pursuant to which Merrill Lynch, without admitting or denying the allegations, consented to a settlement that included findings that it failed to maintain certain books and records and to reasonably supervise a team of former financial analysts (“FAs”) who facilitated improper market timing by a hedge fund client. Merrill Lynch terminated the FAs in October 2003, brought the matter to the attention of regulators, and cooperated fully in the regulators’ review. The settlement will result in aggregate payments of $13.5 million.

     In March 2005, Merrill Lynch reached an agreement in principle with the NYSE pursuant to which Merrill Lynch, without admitting or denying the allegations, later consented to a settlement that included findings with regard to certain matters relating to the failure to deliver prospectuses for certain auction rate preferred shares and open-end mutual funds; the failure to deliver product descriptions with regard to certain exchange-traded funds; the failure to ensure that proper registration qualifications were obtained for certain personnel; issues with regard to the retention, retrieval and review of e-mails; isolated lapses in branch office supervision; late reporting of certain events such as customer complaints and arbitrations; the failure to report certain complaints in quarterly reports to the NYSE due to a systems error; and partial non-compliance with Continuing Education requirements. The settlement resulted in a payment of $10 million to the NYSE.

     On November 3, 2004, a jury in Houston, Texas convicted four former Merrill Lynch employees of criminal misconduct in connection with a Nigerian barge transaction that the government alleged helped Enron inflate its 1999 earnings by $12 million. The jury also found that the transaction led to investor losses of $13.7 million. Those convictions were reversed by a federal appellate court on August 1, 2006, except for one conviction against one employee based on perjury and obstruction of justice. The government has appealed the reversals. In 2003, Merrill Lynch agreed to pay $80 million to settle Commission charges that it aided and abetted Enron’s fraud by engaging in two improper year-end transactions in 1999, including the Nigerian barge transaction. The $80 million paid in connection with the settlement with the Commission will be made available to settle investor claims. In September 2003, the United States Department of Justice agreed not to prosecute Merrill Lynch for crimes that may have been committed by its former employees related to certain transactions with Enron, subject to certain understandings, including Merrill Lynch’s continued cooperation with the Department, its acceptance of responsibility for conduct of its former employees, and its agreement to adopt and implement new policies and procedures related to the integrity of client and counter-party financial statements, complex structured finance transactions and year-end transactions.

     For further information, reference is made to the Form ADV of Merrill Lynch on file with, and publicly available on the website of, the Commission.

     The Reporting Persons have entered into a Joint Filing Agreement, dated as of October 10, 2006, a copy of which is attached hereto as Exhibit 7.01.

Item 5. Interest in Securities of the Issuer.

     (a) As of July 21, 2008, the Reporting Persons beneficially owned, in the aggregate, 52,395,872 Shares and 12,604,918 shares of Preferred Stock. The beneficially owned Shares represent, in the aggregate, beneficial ownership of approximately 44.4% of the Common Stock Outstanding. As a result of the matters described in Items 3 and 6, the Reporting Persons constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly, each Reporting Person may be deemed to beneficially own any Shares that may be beneficially owned by each other Reporting Person.

     The aggregate number and percentage of Shares beneficially owned by each of the persons listed on Schedules I-A, I-B, II-A, II-B, III-A, III-B, IV-A and IV-B hereto are set forth on Schedule V hereto, which is incorporated by reference into this Item 5(a).

     (b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of Shares beneficially owned by such Reporting Person as indicated above.

     Each Reporting Person shares the power to dispose or direct the disposition of shares of Preferred Stock beneficially owned by such Reporting Person as indicated above.

     (c) Schedule VI hereto, which is incorporated by reference in its entirety into this Item 5(c), sets forth the transactions in the Shares which, to the knowledge of Merrill Lynch, have been effected during the 60 days prior to July 22, 2008 (excluding any transactions that may have been effected for managed accounts with funds provided by third party customers). All of the transactions set forth on Schedule VI were effected in the ordinary course of business of Merrill Lynch, including to correct errors made in connection with trades in the Issuer’s Shares. The transactions in the Shares described on Schedule VI were effected on the NYSE or the over-the-counter market for cash. Except as described above, no transactions in the Shares were effected by the Reporting Persons, or, to their knowledge, any of the persons listed on Schedules I-A, I-B, II-A, II-B, III-A, III-B, IV-A or IV-B hereto during such 60-day period.

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     (d) Not applicable.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Pursuant to an Amended and Restated Stockholder Agreement by and between ML & Co and the Issuer, dated as of July 16, 2008 (the “Amended and Restated Stockholder Agreement”), among other things, the term of the Amended and Restated Stockholder Agreement has been extended to the later of the fifth anniversary of the date of the Amended and Restated Stockholder Agreement and the first date on which Merrill Lynch and its affiliates beneficially own less than 20% of the total voting power of the outstanding voting securities of the Issuer. ML & Co. and the Issuer amended and restated the Stockholder Agreement. This summary of the Amended and Restated Stockholder Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Stockholder Agreement, which is attached hereto as Exhibit 7.02, and is incorporated by reference in its entirety into this Item 6.

     Merrill Lynch entered into derivative transactions with regard to the Shares as described on Schedule VII.

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Item 7. Material to be Filed as Exhibits

Exhibit		Description
7.01.		Joint Filing Agreement, dated as of October 10, 2006, by and among Merrill Lynch & Co., Inc., Merrill Lynch Investment Management, L.P., Fund Asset Management, L.P., Princeton Administrators, L.P., Merrill Lynch Group, Inc., Princeton Services, Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 7.01 of the Reporting Persons’ statement on Schedule 13D with respect to the Issuer, filed on October 10, 2006).
7.02		Amended and Restated Stockholder Agreement, dated as of July 16, 2008, by and between Merrill Lynch & Co., Inc. and BlackRock, Inc.
7.03		Power of Attorney, dated October 9, 2006, relating to Merrill Lynch Group, Inc. (incorporated by reference to Exhibit 7.06 of the Reporting Persons’ statement on Schedule 13D with respect to the Issuer, filed on October 10, 2006).

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SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 22, 2008

MERRILL LYNCH & CO., INC.
By: Name:		/s/ JONATHAN N. SANTELLI   Jonathan N. Santelli
Title:		Assistant Secretary
MERRILL LYNCH INVESTMENT MANAGERS, L.P.
By:		Princeton Services, Inc., its General Partner
By: Name:		/s/ JONATHAN N. SANTELLI   Jonathan N. Santelli
Title:		Vice President and Secretary
FUND ASSET MANAGEMENT, L.P.
By:		Princeton Services, Inc., its General Partner
By: Name:		/s/ JONATHAN N. SANTELLI   Jonathan N. Santelli
Title:		Vice President and Secretary
PRINCETON ADMINISTRATORS, L.P.
By:		Princeton Services, Inc., its General Partner
By: Name:		/s/ JONATHAN N. SANTELLI   Jonathan N. Santelli
Title:		Vice President and Secretary
MERRILL LYNCH GROUP, INC.
By: Name:		/s/ JONATHAN N. SANTELLI   Jonathan N. Santelli
Title:		Authorized Person

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PRINCETON SERVICES, INC.
By: Name:		/s/ JONATHAN N. SANTELLI   Jonathan N. Santelli
Title:		Vice President and Secretary
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: Name:		/s/ JONATHAN N. SANTELLI   Jonathan N. Santelli
Title:		Assistant Secretary

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SCHEDULE I-A

     The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of ML&Co. are set forth below.

     All directors listed below are United States citizens except for Judith Mayhew Jonas who is a U.K. citizen.

		Present principal occupation or employment (and the
		name, principal business and address of any
		corporation or other organization in which such
Name		employment is conducted)
Carol T. Christ		President, Smith College
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
Armando M. Codina		President and Chief Executive Officer of Flagler
		Development Group
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
Virgis W. Colbert		Corporate Director
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
Alberto Cribiore		Managing Partner, Brera Capital Partners
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
John D. Finnegan		Chairman of the Board, President and Chief Executive
		Officer of The Chubb Corporation
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
Judith Mayhew Jonas		Corporate Director
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
Aulana L. Peters		Corporate Director
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

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		Present principal occupation or employment (and the
		name, principal business and address of any
		corporation or other organization in which such
Name		employment is conducted)
Joseph W. Prueher		Corporate Director, Consulting Professor to the Stanford-Harvard Preventive Defense Project
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
Ann N. Reese		Co-Founder and Co-Executive Director of the Center for Adoption Policy
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
Charles O. Rossotti		Senior Advisor to The Carlyle Group
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038
John A. Thain		Chairman of the Board and Chief Executive Officer
		Merrill Lynch & Co., Inc.
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

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SCHEDULE I-B

     The name and present principal occupation or employment of each executive officer of ML&Co. are set forth below.

     The business address for all the executive officers listed below is 4 World Financial Center, 250 Vesey Street, New York, New York 10080.

     All executive officers listed below are United States citizens.

Name		Present principal occupation or employment
Rosemary T. Berkery		Executive Vice President; Vice Chairman; General Counsel
Nelson Chai		Executive Vice President, Chief Financial Officer
Gregory J. Fleming		President; Chief Operating Officer
Robert J. McCann		Executive Vice President; President, Vice Chairman, Global Wealth Management
Thomas J. Sanzone		Executive Vice President; Chief Administrative Officer
John A. Thain		Chairman of the Board and Chief Executive Officer

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SCHEDULE II-A

     The name and present principal occupation or employment of each director of ML Group are set forth below.

     The principal business address of each director is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

     All directors listed below are United States citizens

Name		Present principal occupation or employment
Richard B. Alsop		Senior Vice President, Corporate Law
Gary M. Carlin		Managing Director, Merrill Lynch Finance
Marlene B. Debel		Managing Director, Global Treasury
D. Kevin Dolan		Senior Vice President, Corporate Tax

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SCHEDULE II-B

     The name and present principal occupation or employment of each executive officer of ML Group are set forth below.

     The business address for all the executive officers listed below is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

     All executive officers listed below are United States citizens.

Name		Present principal occupation or employment
Richard B. Alsop		Vice President Senior Vice President, Corporate Law
Gary M. Carlin		President Managing Director, Merrill Lynch Finance
D. Kevin Dolan		Chairman of the Board, Senior Vice President, Corporate Tax

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SCHEDULE III-A

     The name and present principal occupation or employment of each director of Princeton Services are set forth below.

     The principal business address of each director is Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

     All directors listed below are United States citizens.

Name		Present principal occupation or employment
John J. Fosina		Senior Vice President, Corporate Audit
Carlos M. Morales		Senior Vice President, Office of General Counsel

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SCHEDULE III-B

     The name and present principal occupation or employment of each executive officer of Princeton Services are set forth below.

     The business address for all the executive officers listed below is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

     All executive officers listed below are United States citizens.

Name		Present principal occupation or employment
John J. Fosina		President, Senior Vice President, Corporate Audit
Carlos M. Morales		Senior Vice President, Office of the General Counsel

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SCHEDULE IV-A

     The name and present principal occupation or employment of each director of MLPF&S are set forth below.

     The principal business address of each director is 4 World Financial Center, New York, NY 10080.

     All directors listed below are United States citizens.

Name		Present principal occupation or employment
Candace E. Browning		Senior Vice President; President of Merrill Lynch Global Research
Gregory J. Fleming		Executive Vice President; President and Chief Operating Officer of Merrill Lynch & Co., Inc.
Robert J. McCann		Chairman and Chief Executive Officer; Executive Vice President of Merrill Lynch & Co., Inc.; Vice Chairman, Global Wealth Management
Carlos M. Morales		Senior Vice President, Office of General Counsel

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SCHEDULE IV-B

     The name and present principal occupation or employment of each executive officer of MLPF&S are set forth below.

     The business address for all the executive officers listed below is 4 World Financial Center, New York, NY 10080 unless otherwise noted.

     All executive officers listed below are United States citizens.

Name		Present principal occupation or employment
Rosemary T. Berkery		Executive Vice President; Vice Chairman; General Counsel of Merrill Lynch & Co., Inc.
Robert J. McCann		Chairman and Chief Executive Officer; Executive Vice President of Merrill Lynch & Co., Inc.; Vice Chairman, Global Wealth Management
Joseph F. Regan		First Vice President, Chief Financial Officer and Controller Merrill Lynch & Co., Inc. 95 Greene Street (8th Floor) Jersey City, NJ 07032

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SCHEDULE V

     The aggregate number and percentage of the Issuer stock beneficially owned by each of the persons listed on Schedules I-A, II-A, II-B, III-A, III-B, IV- A and IV-B hereto are set forth below:

     Gregory J. Fleming beneficially owns 95 Shares, but does not have the power to dispose or direct the disposition of such Shares.

SCHEDULE VI

     Merrill Lynch engaged in the following purchases and sales of the Shares during the 60-day period prior to the date hereof:

		Purchase (P)/
Description of Security		Sale(S)				Trade Date				Quantity				Trade Price
Common Stock			P				05-27-2008				100				212.1153
Common Stock			S				05-29-2008				100				222.3420
Common Stock			P				05-28-2008				50				213.5100
Common Stock			S				05-29-2008				50				222.3200
Common Stock			P				05-29-2008				145				221.9360
Common Stock			P				05-29-2008				5				222.0000
Common Stock			S				05-29-2008				150				220.9565
Common Stock			P				06-12-2008				30				207.7900
Common Stock			S				06-13-2008				30				208.5400
Common Stock			S				06-16-2008				300				209.2999
Common Stock			S				06-17-2008				300				203.5300
Common Stock			P				06-17-2008				100				203.8300
Common Stock			S				06-18-2008				100				204.4001
Common Stock			S				06-17-2008				100				203.8300
Common Stock			P				06-19-2008				100				201.0180
Common Stock			S				06-30-2008				1,700				176.1059
Common Stock			P				07-16-2008				100				173.870000
Common Stock			S				07-17-2008				100				203.087800
Common Stock			P				07-17-2008				100				203.335000
Common Stock			S				07-17-2008				100				208.370000

SCHEDULE VII

          Merrill Lynch entered into the following transactions involving American-style standardized put options on the Shares, which were executed on the Chicago Board Options Exchange or another national exchange for cash:

Written
or		Transaction		Number of		Exercise Price in
Purchased		Date		Options		$		Expiration Date
Put Written		07/09/2008		100		170		07/19/08
Put Purchased		07/15/2008		100		170		07/19/08