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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MERRILL LYNCH & CO INC
   2. Issuer Name and Ticker or Trading Symbol
BlackRock Inc. [BLK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4 WORLD FINANCIAL CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
12/26/2008
(Street)

NEW YORK, NY 10080		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock 12/26/2008   D(1)   49,865,000 D (1) 2,331,450 (2) D  
Series A Convertible Participating Preferred Stock 12/26/2008   D(1)   12,604,918 D (1) 0 D  
Series B Non-Voting Convertible Participating Pref. Stock 12/26/2008   A(1)   62,469,918 A (1) 62,469,918 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MERRILL LYNCH & CO INC
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		   X   X    
Merrill Lynch Group, Inc.
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		   X   X    
MERRILL LYNCH PIERCE FENNER & SMITH INC
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		   X   X    
MERRILL LYNCH BANK & TRUST CO FSB
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		   X   X    

Signatures

 Merrill Lynch & Co., Inc. By: Jonathan N. Santelli, Assistant Secretary   12/30/2008
**Signature of Reporting Person Date
 Merrill Lynch Group, Inc. By: Jonathan N. Santelli, Authorized Person   12/30/2008
**Signature of Reporting Person Date
 Merrill Lynch, Pierce, Fenner & Smith Incorporated By: Jonathan N. Santelli, Assistant Secretary   12/30/2008
**Signature of Reporting Person Date
 Merrill Lynch Bank & Trust Co., FSB By: Jonathan N. Santelli, Authorized Person   12/30/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The disposition of the Common Stock and the Series A Convertible Participating Preferred Stock was effected pursuant to the Exchange Agreement, dated as of December 26, 2008, between Merrill Lynch & Co., Inc. and BlackRock, Inc., and the exercise of rights under Sections 3.5 of the Amended and Restated Stockholder Agreement, dated as of December 26, 2008, between Merrill Lynch & Co., Inc. and BlackRock, Inc., in exchange in each case for a number of shares of Series B Non-Voting Convertible Participating Preferred Stock, par value $.01 per share, of BlackRock, Inc. equal to the number of shares of Common Stock and Series A Convertible Participating Preferred Stock, respectively delivered in the transaction. The closing of such transaction is subject to certain non-U.S. regulatory approvals.
(2) Merrill Lynch & Co., Inc. owns the Common Stock and Series B Non-Voting Convertible Participating Preferred Stock indirectly through its wholly-owned subsidiaries, Merrill Lynch Group, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch Bank & Trust Co., FSB. Up to 774 shares of Common Stock are held in discretionary client accounts as to which Merrill Lynch & Co., Inc. may be deemed not to have a pecuniary interest.

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