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)
_____ 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)
01/02/2009		 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   P   105 (1) (2) A $ 125.89 2,331,555 (3) D  
Common Stock 12/30/2008   S   105 (1) (2) D $ 126 2,331,450 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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    
MERRILL LYNCH GROUP, INC.
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		     X    
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		     X    
MERRILL LYNCH BANK & TRUST CO., FSB
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080		     X    

Signatures

 Merrill Lynch & Co., Inc. By: Jonathan N. Santelli, Assistant Secretary   01/22/2009
**Signature of Reporting Person Date
 Merrill Lynch Group, Inc. By: Jonathan N. Santelli, Authorized Person   01/22/2009
**Signature of Reporting Person Date
 Merrill Lynch, Pierce, Fenner & Smith Incorporated By: Jonathan N. Santelli, Assistant Secretary   01/22/2009
**Signature of Reporting Person Date
 Merrill Lynch Bank & Trust Co., FSB By: Jonathan N. Santelli, Authorized Person   01/22/2009
**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) This transaction reflects transaction executed by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. (MLCO), to correct errors made in connection with trades in issuer's common stock.
(2) The Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. In connection with all of the transactions reported on this form, the Reporting Person has agreed to voluntarily remit appropriate profits, if any, to BLK. The Reporting Person disclaims that the transactions reported on this Form are subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to these transactions.
(3) Merrill Lynch & Co., Inc. owns the Common Stock indirectly through it's 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 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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