UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~March 31,~~June 30, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to .

Commission file number 001-33099

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

Delaware

32-0174431

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

40 East 52nd Street, New York, NY 10022

(Address of principal executive offices)

(Zip Code)

(212) 810-5300

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer or, a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer x		Accelerated filer ¨

~~Large accelerated filer~~ x ~~Accelerated filer~~ ¨Non-accelerated filer¨ ~~Smaller reporting company~~ ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~April 30,~~July 31, 2008, there were ~~117,807,051~~118,059,866 shares of the registrant’s common stock outstanding.

BlackRock, Inc.

Index to Form 10-Q

PART I

FINANCIAL INFORMATION


		Page

	~~PART I~~

	~~FINANCIAL INFORMATION~~

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Financial Condition	1

	Condensed Consolidated Statements of Income	2

	Condensed Consolidated Statements of Comprehensive Income	3

	Condensed Consolidated Statements of Cash Flows	4

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4554

Item 4.	Controls and Procedures	4755

PART II

OTHER INFORMATION


	~~PART II~~

	~~OTHER INFORMATION~~

Item 1.	Legal Proceedings	4756

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4756

Item 4.	Submission of Matters to a Vote of Security Holders	57

Item 6.	Exhibits	4858

- ii -

PART I –- FINANCIAL INFORMATION

Item 1.

Financial Statements

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

(Dollar amounts in thousands, except per share data)

(unaudited)


	March 31, 2008			December 31, 2007			June 30, 2008			December 31, 2007
Assets
Cash and cash equivalents	$	1,194,180		$	1,656,200		$	1,427,522		$	1,656,200
Accounts receivable		1,490,837			1,235,940			1,569,116			1,235,940
Due from related parties		254,337			174,853			204,476			174,853
Investments		1,922,928			1,999,944			1,941,525			1,999,944
Separate account assets		4,147,981			4,669,874			4,026,713			4,669,874
Deferred mutual fund sales commissions, net		169,503			174,849			168,271			174,849
Property and equipment (net of accumulated depreciation of $246,700 at March 31, 2008 and $225,645 at December 31, 2007)		270,607			266,460
Intangible assets (net of accumulated amortization of $215,019 at March 31, 2008 and $178,450 at December 31, 2007)		6,543,604			6,553,122
Property and equipment (net of accumulated depreciation of $267,074 at June 30, 2008 and $225,645 at December 31, 2007)								265,399			266,460
Intangible assets (net of accumulated amortization of $251,591 at June 30, 2008 and $178,450 at December 31, 2007)								6,507,087			6,553,122
Goodwill		5,500,414			5,519,714			5,535,174			5,519,714
Other assets		322,013			310,559			371,969			310,559

Total assets	$	21,816,404		$	22,561,515		$	22,017,252		$	22,561,515


Liabilities
Accrued compensation and benefits	$	419,486		$	1,086,590		$	666,190		$	1,086,590
Accounts payable and accrued liabilities		1,103,655			788,968			1,029,636			788,968
Due to related parties		111,590			114,347			93,972			114,347
Short-term borrowings		300,000			300,000			300,000			300,000
Long-term borrowings		947,162			947,021			946,552			947,021
Separate account liabilities		4,147,981			4,669,874			4,026,713			4,669,874
Deferred tax liabilities		2,018,569			2,059,980			1,993,398			2,059,980
Other liabilities		374,256			419,570			286,694			419,570

Total liabilities		9,422,699			10,386,350			9,343,155			10,386,350

Non-controlling interests		579,496			578,210			544,388			578,210


Commitments and contingencies (Note 9)

Stockholders’ equity
Common stock ($0.01 par value, 500,000,000 shares authorized, 118,573,367 shares issued, 116,432,527 and 116,059,560 shares outstanding at March 31, 2008 and December 31, 2007, respectively)		1,186			1,186
Series A participating preferred stock ($0.01 par value, 500,000,000 shares authorized and 12,604,918 shares issued and outstanding at March 31, 2008 and December 31, 2007)		126			126
Common stock ($0.01 par value, 500,000,000 shares authorized, 118,573,367 shares issued, 117,071,411 and 116,059,560 shares outstanding at June 30, 2008 and December 31, 2007, respectively)								1,186			1,186
Series A participating preferred stock ($0.01 par value, 500,000,000 shares authorized and 12,604,918 shares issued and outstanding at June 30, 2008 and December 31, 2007)								126			126
Additional paid-in capital		10,293,720			10,274,096			10,342,601			10,274,096
Retained earnings		1,759,534			1,622,041			1,929,726			1,622,041
Accumulated other comprehensive income		91,620			71,020			91,504			71,020
Escrow shares, common, at cost (1,191,785 shares held at March 31, 2008 and December 31, 2007)		(187,500	)		(187,500	)
Treasury stock, common, at cost (949,055 and 1,322,022 shares held at March 31, 2008 and December 31, 2007, respectively)		(144,477	)		(184,014	)
Escrow shares, common, at cost (911,266 and 1,191,785 held at June 30, 2008 and December 31, 2007, respectively)								(143,367	)		(187,500	)
Treasury stock, common, at cost (590,690 and 1,322,022 shares held at June 30, 2008 and December 31, 2007, respectively)								(92,067	)		(184,014	)

Total stockholders’ equity		11,814,209			11,596,955			12,129,709			11,596,955

Total liabilities, non-controlling interests and stockholders’ equity	$	21,816,404		$	22,561,515		$	22,017,252		$	22,561,515

See accompanying notes to condensed consolidated financial statements.

- 1 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Income

(Dollar amounts in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007			2008			2007
Revenue
Investment advisory and administration base fees
Related parties	$	747,962		$	574,780		$	773,477		$	625,424		$	1,521,439		$	1,200,204
Other		384,916			298,728
Other third parties								387,880			325,186			772,796			623,914
Investment advisory performance fees		41,543			22,418			57,079			25,720			98,622			48,138

Investment advisory and administration fees		1,174,421			895,926
Investment advisory and administration base and performance fees								1,218,436			976,330			2,392,857			1,872,256
Distribution fees		35,319			24,820			33,683			32,867			69,002			57,687
Other revenue
Other		85,541			80,231
Other third parties								125,777			80,780			211,318			161,011
Related parties		4,857			4,397			9,055			7,046			13,912			11,443

Total revenue		1,300,138			1,005,374			1,386,951			1,097,023			2,687,089			2,102,397

Expenses
Employee compensation and benefits		468,949			347,302			551,954			408,773			1,020,903			756,075
Portfolio administration and servicing costs
Related parties		130,246			117,516			126,968			115,452			257,214			232,969
Other		25,493			13,570
Other third parties								26,650			15,625			52,143			29,194
Amortization of deferred mutual fund sales commissions		30,208			21,558			33,422			28,713			63,630			50,271
General and administration
Other		203,650			191,692
Other third parties								203,794			190,752			407,576			382,445
Related parties		9,333			10,473			2,601			24,632			11,802			35,104
Amortization of intangible assets		36,569			31,032			36,572			31,075			73,141			62,107

Total expenses		904,448			733,143			981,961			815,022			1,886,409			1,548,165

Operating income		395,690			272,231			404,990			282,001			800,680			554,232

Non-operating income (expense)
Net gain (loss) on investments		(19,489	)		150,360			(467	)		210,203			(19,956	)		360,563
Interest and dividend income		18,339			18,357			13,924			13,738			32,263			32,095
Interest expense		(17,378	)		(10,986	)		(16,720	)		(10,223	)		(34,098	)		(21,209	)

Total non-operating income (expense)		(18,528	)		157,731			(3,263	)		213,718			(21,791	)		371,449

Income before income taxes and non-controlling interest		377,162			429,962
Income before income taxes and non-controlling interests								401,727			495,719			778,889			925,681
Income tax expense		130,131			109,906			147,569			125,012			277,700			234,918

Income before non-controlling interest		247,031			320,056
Non-controlling interest		5,360			124,668
Income before non-controlling interests								254,158			370,707			501,189			690,763
Non-controlling interests								(19,900	)		148,463			(14,540	)		273,131


Net income	$	241,671		$	195,388		$	274,058		$	222,244		$	515,729		$	417,632

Earnings per share:
Basic	$	1.87		$	1.52		$	2.12		$	1.73		$	3.99		$	3.25
Diluted	$	1.82		$	1.48		$	2.05		$	1.69		$	3.87		$	3.17

Cash dividends declared and paid per share	$	0.78		$	0.67		$	0.78		$	0.67		$	1.56		$	1.34

Weighted-average shares outstanding:
Basic		128,904,253			128,809,726			129,569,325			128,544,894			129,242,591			128,676,577
Diluted		132,876,553			131,895,570			133,526,713			131,383,470			133,189,957			131,580,121

See accompanying notes to condensed consolidated financial statements.

- 2 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Dollar amounts in thousands)

(unaudited)


	Three Months Ended March 31,						Three Months Ended June 30,					Six Months Ended June 30,
	2008			2007			2008			2007		2008			2007
Net income	$	241,671		$	195,388		$	274,058		$	222,244	$	515,729		$	417,632
Other comprehensive income:
Net unrealized loss from available-for-sale investments, net of tax		(5,165	)		(1,457	)
Net unrealized gain (loss) from available-for-sale investments, net of tax								1,228			586		(3,937	)		(871	)
Minimum pension liability adjustment		(542	)		—			—			—		(542	)		—
Foreign currency translation adjustments		26,307			2,203			(1,344	)		16,371		24,963			18,574

Comprehensive income	$	262,271		$	196,134		$	273,942		$	239,201	$	536,213		$	435,335

See accompanying notes to condensed consolidated financial statements.

- 3 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

(unaudited)


	Three Months Ended March 31,						Six Months Ended June 30,
	2008			2007			2008			2007
Cash flows from operating activities
Net income	$	241,671		$	195,388		$	515,729		$	417,632
Adjustments to reconcile net income to cash from operating activities:
Depreciation and other amortization		57,491			46,062			115,346			94,686
Amortization of deferred mutual fund sales commissions		30,208			21,558			63,630			50,271
Non-controlling interest		5,360			124,668
Non-controlling interests								(14,540	)		273,131
Stock-based compensation		69,539			41,418			133,071			91,430
Deferred income tax expense (benefit)		(42,457	)		103,426			(66,323	)		41,462
Other net gains and net proceeds (purchases) of investments		31,231			(174,101	)		16,185			(329,149	)
Earnings from equity method investees		9,909			(2,406	)		(10,410	)		(22,475	)
Distributions of earnings from equity method investees		9,929			—			13,946			5,118
Other adjustments		(429	)		6,003			(757	)		(1,669	)
Changes in operating assets and liabilities:
Accounts receivable		(245,204	)		(317,950	)		(323,765	)		(113,288	)
Due from related parties		(79,484	)		40,693			(29,623	)		35,095
Deferred mutual fund sales commissions		(24,862	)		(5,255	)		(57,052	)		(26,948	)
Investments, trading		110,460			(20,653	)		221,682			(134,615	)
Other assets		(19,891	)		(99,745	)		59,879			(219,485	)
Accrued compensation and benefits		(666,763	)		(534,942	)		(415,186	)		(362,267	)
Accounts payable and accrued liabilities		328,406			149,898			255,659			150,583
Due to related parties		(2,757	)		(85,127	)		(20,375	)		(158,788	)
Other liabilities		57,310			25,865			24,377			131,667

Cash flows from operating activities		(130,333	)		(485,200	)		481,473			(77,609	)


Cash flows from investing activities
Purchases of investments		(138,079	)		(125,629	)		(285,221	)		(214,786	)
Purchases of assets held for sale								(58,719	)		—
Proceeds from sales of investments		27,402			41,742			52,231			128,311
Distributions of capital from equity method investees		1,570			—			7,995			—
Purchases of property and equipment		(24,594	)		(27,983	)		(39,903	)		(62,305	)
Net consolidations (deconsolidations) of sponsored investment funds		—			(5,709	)		—			(5,709	)
Acquisitions, net of cash acquired		—			(53,501	)		—			(42,198	)
Proceeds from other investing activities								4,361			—

Cash flows from investing activities		(133,701	)		(171,080	)		(319,256	)		(196,687	)

- 4 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(Dollar amounts in thousands)

(unaudited)


	Three Months Ended March 31,						Six Months Ended June 30,
	2008			2007			2008			2007
Cash flows from financing activities
Short-term borrowings		—			550,000
Repayment of long-term borrowings								(751	)		—
Repayment of short-term borrowings								(100,000	)		—
Proceeds from short-term borrowings								100,000			360,000
Cash dividends paid		(104,178	)		(88,417	)		(208,044	)		(176,766	)
Proceeds from stock options exercised		5,135			32,194			17,712			36,737
Reissuance of treasury stock		1,241			—			2,873			3,810
Purchase of treasury stock		(35,692	)		(164,396	)		(43,236	)		(286,758	)
Subscriptions received from non-controlling interest holders, net of distributions		1,685			54,615			(9,874	)		192,864
Excess tax benefit from stock-based compensation		19,868			43,609			46,750			61,348
Net borrowings by consolidated sponsored investments funds		(92,701	)		84,996
Net proceeds/(repayments) of borrowings by consolidated sponsored investment funds								(202,393	)		261,616
Other financing activities								—			(1,183	)

Cash flows from financing activities		(204,642	)		512,601			(396,963	)		451,668


Effect of exchange rate changes on cash and cash equivalents		6,656			2,203			6,068			18,574

Net decrease in cash and cash equivalents		(462,020	)		(141,476	)
Net increase (decrease) in cash and cash equivalents								(228,678	)		195,946
Cash and cash equivalents, beginning of period		1,656,200			1,160,304			1,656,200			1,160,304

Cash and cash equivalents, end of period	$	1,194,180		$	1,018,828		$	1,427,522		$	1,356,250


Supplemental cash flow information:
Cash paid for interest	$	29,139		$	6,707		$	32,537		$	13,684

Cash paid for income taxes	$	57,746		$	50,315		$	294,575		$	102,758

Supplemental non-cash flow information:
Issuance of treasury stock	$	73,594		$	63,953		$	109,481		$	81,390
Decrease in investments due to net deconsolidations of sponsored investment funds	$	5,759		$	181,953		$	5,935		$	181,953
Decrease in non-controlling interests due to net deconsolidations of sponsored investment funds	$	5,759		$	203,923		$	5,935		$	167,016
PNC LTIP capital contributions	$	4,503		$	173,497		$	5,090		$	174,932

See accompanying notes to condensed consolidated financial statements.

- 5 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

BlackRock, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except per share data)

(unaudited)

BlackRock, Inc. and its subsidiaries (“BlackRock” or the “Company”) provide diversified investment management services to institutional clients and individual investors through various investment vehicles. Investment management services primarily consist of the active management of fixed income, cash management and equity client accounts, the management of open-end and closed-end ~~mutual~~ fund families and other non-U.S. equivalent retail products serving the institutional and retail markets, and the management of alternative funds developed to serve various customer needs. In addition, BlackRock provides risk management, ~~strategic~~financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation of illiquid securities, dispositions and workouts, risk management and strategic planning and execution.

In October 2007, BlackRock acquired certain assets and assumed certain liabilities of the fund of funds business of Quellos Group, LLC (“Quellos”), referred to as the “Quellos Transaction” and in September 2006, Merrill Lynch & Co., ~~Inc~~Inc. (“Merrill Lynch”) contributed the entities and assets that constituted its investment management business (the “MLIM Business”) to BlackRock via a capital contribution, referred to as the “MLIM ~~Transaction”.~~Transaction.”

Significant Accounting Policies

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its controlled subsidiaries. Non-controlling interests include the portion of consolidated sponsored investment funds in which the Company does not have a direct equity ownership. All significant accounts and transactions between consolidated entities have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain financial information that normally is included in annual financial statements, including certain financial statement footnotes, is not required for interim reporting purposes and has been condensed or omitted herein. These financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission (“SEC”) on February 28, 2008.

The interim financial information at ~~March 31,~~June 30, 2008 and for the three and six months ended ~~March 31,~~June 30, 2008 and 2007 is unaudited. However, in the opinion of management, the interim information includes all normal recurring adjustments necessary for the fair presentation of the Company’s results for the periods presented. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year. Certain amounts in the Company’s prior period financial statements have been reclassified to conform to the current presentation.

- 6 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

Significant Accounting Policies (continued)

~~Recent Accounting Developments~~Basis of Presentation(continued)

Fair Value Measurements

~~In September 2006, the Financial Accounting Standards Board (“FASB”) issued~~BlackRock adopted Statement of Financial Accounting Standards (“SFAS”) No. 157,Fair Value Measurements (“SFAS No. 157”) as of January 1, 2008, which requires, among other things, enhanced disclosures about investments that are measured and reported at fair value. SFAS No. 157 ~~defines~~establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value ~~establishes a framework for measuring fair value~~ and ~~requires enhanced disclosures about fair value measurements. SFAS No. 157~~ requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy (i.e., levels 1, 2, and 3 inputs, as defined). The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Additionally, companies are required to provide enhanced disclosure regarding instruments in the level 3 category (which have inputs to the valuation techniques that are unobservable and require significant management judgment), including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities.

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 Inputs - Quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date. Level 1 assets include listed mutual funds, equities and debt securities.

Level 2 Inputs - Other than quoted prices included within Level 1 that are observable for substantially the full term of the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and inputs other than quoted prices that are observable, such as models or other valuation methodologies. Investments which generally are included in this category may include securities held within consolidated hedge funds, certain limited partnership interests in hedge funds in which the valuation for substantially all of the investments within the fund is based upon Level 1 or Level 2 inputs, as well as restricted public securities valued at a discount.

Level 3 Inputs - Unobservable inputs for the valuation of the asset or liability. Level 3 assets include investments for which there is little, if any, market activity. These inputs require significant management judgment or estimation. Investments included in this category generally include general and limited partnership interests in private equity funds, funds of private equity funds, real estate funds, hedge funds, and funds of hedge funds.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

- 7 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

1.	Significant Accounting Policies (continued)

Basis of Presentation (continued)

Assets and Liabilities to be Disposed of by Sale

In the course of the business of establishing real estate and private equity sponsored investment funds, the Company may purchase land, properties and third party private equity funds while incurring liabilities directly associated with the assets, together a disposal group, with the intention to sell the disposal group to sponsored investment funds upon their launch. In accordance with the provisions of SFAS No. 144,Accounting for the Impairment or Disposal of Long-lived Assets, the Company treats these assets and liabilities as a “disposal group”, measured at the lower of the carrying amount or fair value. Losses are recognized for any initial or subsequent write-down to fair value and gains are recognized for any subsequent increase in fair value, but not in excess of the cumulative loss previously recognized.

At June 30, 2008, the Company held disposal group assets of $129,598 and related liabilities of $71,150 in other assets and other liabilities, respectively, on its condensed consolidated statements of financial condition. Disposal group liabilities include approximately $56,900 of borrowings directly associated with the disposal group assets. During the three and six months ended June 30, 2008, the Company recorded losses of $3,276 within non-operating income on its condensed consolidated statements of income related to the disposal group.

Recent Accounting Developments

Fair Value Measurements

In February 2008, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 157-1,Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13(“FSP FAS 157-1”) and FSP FAS 157-2,Effective Date of FASB Statement No. 157. (“FSP FAS 157-2”). FSP FAS 157-1 amends SFAS No. 157 to exclude from its scope transactions accounted for in accordance with SFAS No. 13,Accounting for Leases, and its related interpretive accounting pronouncements. FSP FAS 157-2 delays the effective date of the application of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all non-financial assets and liabilities recognized or disclosed at fair value in the financial statements on a non-recurring basis. Non-recurring non-financial assets and liabilities include goodwill, indefinite-lived intangible assets, long-lived assets and finite-lived intangible assets each measured at fair value for purposes of impairment testing; asset retirement and guarantee obligations initially measured at fair value; and those assets and liabilities initially measured at fair value in a business combination or asset purchase.

The Company adopted SFAS No. 157 on January 1, 2008, with the exception of the application of FSP FAS 157-2 related to non-recurring non-financial assets and liabilities. The partial adoption of SFAS No. 157 had no material impact on the Company’s consolidated financial statements. The Company does not expect that the adoption of the provisions of FSP FAS 157-2 for non-recurring non-financial assets and liabilities will have a material impact on its condensed consolidated financial statements.

- 8 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

1.	Significant Accounting Policies (continued)

Recent Accounting Developments (continued)

Fair Value Option

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities(“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure eligible financial assets and liabilities at fair value. ~~The unrealized~~Unrealized gains and losses on items for which the fair value option has been elected should be reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis, ~~it should~~must be applied to an entire instrument and it is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ~~the fair value option should~~SFAS No. 159 would be reported separately in the ~~balance sheet~~statement of financial condition from those instruments measured using another ~~measurement attribute.~~accounting method. The Company adopted SFAS No. 159 on January 1, 2008, however, elected not to apply the fair value option to any of its eligible financial assets or ~~liabilities.~~liabilities at that date. Therefore, the adoption of SFAS No. 159 had no impact on the Company’s condensed consolidated financial statements. The Company may elect the fair value option for any future eligible financial assets or liabilities upon their initial recognition.

~~- 7 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Significant Accounting Policies (continued)~~

~~Recent Accounting Developments (continued)~~

Non-Controlling Interests

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51. (“SFAS No. 160”). SFAS No. 160 ~~amends Accounting Research Bulletin No. 51,~~~~Consolidated Financial Statements~~~~, to establish~~establishes accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary and clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, separate from the parent’s equity, in the consolidated financial statements. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS No. 160 requires ~~retroactive~~retrospective adoption of the presentation and disclosure requirements for existing non-controlling interests. All other requirements of SFAS No. 160 shall be applied prospectively. The Company is currently is evaluating the potential impact of SFAS No. 160 on its consolidated financial statements.

- 9 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

1.	Significant Accounting Policies (continued)

Recent Accounting Developments(continued)

Business Combinations

In December 2007, the FASB issued SFAS No. 141 (revised),Business Combinations(“SFAS No. 141(R)”). SFAS No. 141(R) replaces SFAS No. 141,Business Combinations, while retaining the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) further defines the acquirer, establishes the acquisition date and broadens the scope of transactions that qualify as a business ~~combination.~~combinations. Additionally, SFAS No. 141(R) changes the fair value measurement provisions for assets acquired, ~~and~~ liabilities assumed and any non-controlling interest in the acquiree, provides guidance for the measurement of fair value in a step acquisition, changes the requirements for recognizing assets acquired and liabilities assumed subject to contingencies, provides guidance on recognition and measurement of contingent consideration and requires that acquisition-related costs of the acquirer generally be expensed as incurred. In addition, if liabilities for unrecognized tax benefits related to tax positions assumed in a business combination are settled prior to the adoption of SFAS No. 141(R), the reversal of any remaining liability will affect goodwill. If such liabilities reverse subsequent to the adoption of SFAS No. 141(R), such reversals will affect the income tax provision in the period of reversal. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company currently is evaluating the impact of the adoption of SFAS No. 141(R) on its consolidated financial statements and on potential future business combinations.

~~Investment Companies~~

~~In June 2007, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) No. 07-1,~~~~Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies~~~~. SOP No. 07-1 provides guidance for determining whether the specialized accounting principles of the AICPA~~~~Audit and Accounting Guide for Investment Companies~~ should be applied by an entity and whether those specialized accounting principles should be retained by a parent company in consolidation or by an investor in the application of the equity method of accounting. In February 2008, the FASB indefinitely deferred the effective date of SOP No. 07-1 to address implementation issues that have arisen and to possibly revise the SOP.

~~- 8 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Significant Accounting Policies (continued)~~

~~Recent Accounting Developments (continued)~~

Disclosures about Derivative Instruments

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of ~~FASB Statement~~SFAS No. 133 (“SFAS No. 161”). SFAS No. 161 expands the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 specifically requires enhanced disclosures addressing: a) how and why an entity uses derivative instruments, b) how derivative instruments and related hedged items are accounted for under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), and its related interpretations and c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods within those fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161 is not expected to impact BlackRock’s consolidated financial statements.

Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 142-3,Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets (“SFAS No. 142”). FSP FAS 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other GAAP. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of FSP FAS 142-3 on its consolidated financial statements.

- 10 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

1.	Significant Accounting Policies (continued)

Recent Accounting Developments(continued)

Convertible Debt Instruments

In May 2008, the FASB issued FSP APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”). FSP APB 14-1 specifies that for convertible debt instruments that may be settled in cash upon conversion, issuers of such instruments should separately account for the liability and equity components in the statement of financial condition. The excess of the initial proceeds of the convertible debt instrument over the amount allocated to the liability component creates a debt discount which should be amortized as interest expense over the expected life of the liability. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and is to be applied retrospectively. At June 30, 2008 the Company had $249,997 principal amount of convertible debentures outstanding, which were issued in February 2005, bear interest at a rate of 2.625%, and are due in 2035. The Company is currently evaluating the impact of the adoption of FSP APB 14-1 on its consolidated financial statements.

Earnings Per Share

In June 2008, the FASB issued FSP EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities(“FSP EITF 03-6-1”). FSP EITF 03-6-1 specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities and shall be included in the computation of earnings per share (“EPS”) pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. All prior period EPS data presented shall be adjusted retrospectively. The Company has awarded restricted stock and restricted stock units with nonforfeitable dividend equivalent rights and is currently evaluating the impact of the adoption of FSP EITF 03-6-1 on the Company’s EPS.

- 11 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

2.	Investments

A summary of the carrying value of ~~total~~ investments is as follows:


	Carrying Value				Carrying Value
	March 31, 2008		December 31, 2007		June 30, 2008		December 31, 2007
Available-for-sale investments	$	261,355	$	263,795	$	244,354	$	263,795
Trading investments		278,572		395,006		167,350		395,006
Other investments:
Consolidated sponsored investment funds		728,536		760,378		730,042		760,378
Equity method		626,679		554,016		776,462		554,016
Deferred compensation plan investments		23,732		22,710		23,218		22,710
Cost method		4,054		4,039		99		4,039

Total other investments		1,383,001		1,341,143		1,529,821		1,341,143

Total investments	$	1,922,928	$	1,999,944	$	1,941,525	$	1,999,944

At ~~March 31,~~June 30, 2008, the Company had ~~$907,562~~$792,219 of ~~total~~ investments held by consolidated sponsored investment funds of which ~~$179,026~~$62,177 and ~~$728,536~~$730,042 were classified as trading investments and other investments, respectively.

~~- 9 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Investments (continued)~~

A summary of the cost and carrying value of investments classified as available-for-sale is as follows:


			Gross Unrealized									Gross Unrealized					Carrying
March 31, 2008	Cost		Gains		Losses			Carrying Value
June 30, 2008										Cost		Gains		Losses			Value
Total available-for-sale investments:
Sponsored investment funds	$	245,627	$	3,464	$	(4,351	)	$	244,740	$	229,894	$	3,459	$	(2,893	)	$	230,460
Collateralized debt obligations (“CDOs”)		7,110		668		—			7,778		7,913		143		—			8,056
Corporate debt		8,273		—		(2,336	)		5,937
Other debt securities											4,365		—		(1,256	)		3,109
Other		2,811		89		—			2,900		2,815		—		(86	)		2,729

Total available-for-sale investments	$	263,821	$	4,221	$	(6,687	)	$	261,355	$	244,987	$	3,602	$	(4,235	)	$	244,354


December 31, 2007
Total available-for-sale investments:
Sponsored investment funds	$	245,677	$	5,894	$	(1,217	)	$	250,354	$	245,677	$	5,894	$	(1,217	)	$	250,354
Collateralized debt obligations		10,458		53		—			10,511		10,458		53		—			10,511
Other		2,815		115		—			2,930		2,815		115		—			2,930

Total available-for-sale investments	$	258,950	$	6,062	$	(1,217	)	$	263,795	$	258,950	$	6,062	$	(1,217	)	$	263,795

- 12 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

2.	Investments (continued)

During the six months ended June 30, 2008 and 2007, the Company recorded other-than-temporary impairments of $4,853 and $1,831, respectively, related to other debt securities and CDO available-for-sale investments.

The Company has reviewed the gross unrealized losses of ~~$6,687 as of March 31,~~$4,235 at June 30, 2008 related to available-for-sale investments, of which ~~$6,516~~$291 had been in a loss position for ~~less~~greater than twelve months, and determined that these losses were not other-than-temporary primarily because the Company has the ability and intent to hold the securities for a period of time sufficient to recover such losses. As a result, the Company recorded no additional impairments on such securities.

~~During the three months ended March 31, 2008 and 2007, the Company recorded impairments of $1,430 and $393, to its CDO investments, respectively.~~

~~- 10 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Investments (continued)~~

A summary of the cost and carrying value of trading and other investments is as follows:


	March 31, 2008				December 31, 2007				June 30, 2008				December 31, 2007
	Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value		Cost		Carrying Value
Trading investments:
Deferred compensation plan mutual fund investments	$	43,100	$	42,929	$	40,394	$	44,680	$	37,324	$	44,399	$	40,394	$	44,680
Equity securities		92,534		99,039		103,058		116,742		96,182		102,596		103,058		116,742
Municipal debt securities		141,848		126,764		239,398		233,584		10,302		10,266		239,398		233,584
Foreign government debt securities		8,608		8,470		—		—		8,311		7,945		—		—
U.S. government securities		1,392		1,370		—		—
Corporate debt securities										1,285		1,250		—		—
U.S. government debt securities										898		894		—		—

Total trading investments	$	287,482	$	278,572	$	382,850	$	395,006	$	154,302	$	167,350	$	382,850	$	395,006

Other investments:
Consolidated sponsored investment funds	$	610,883	$	728,536	$	721,300	$	760,378	$	645,583	$	730,042	$	721,300	$	760,378
Equity method		563,175		626,679		463,497		554,016		694,291		776,462		463,497		554,016
Deferred compensation plan hedge fund investments		17,851		23,732		14,086		22,710		23,629		23,218		14,086		22,710
Cost method		4,054		4,054		4,039		4,039		99		99		4,039		4,039

Total other investments	$	1,195,963	$	1,383,001	$	1,202,922	$	1,341,143	$	1,363,602	$	1,529,821	$	1,202,922	$	1,341,143

Management reviewed the carrying value of investments accounted for using the cost method at March 31, 2008 and estimated their aggregate fair value to be equal to their carrying value. No impairments were recorded on such investments during the three months ended March 31, 2008 or 2007.

- 13 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

2.	Investments (continued)

Trading investments include deferred compensation plan mutual fund investments, equity and debt securities within certain consolidated sponsored investment funds and equity securities held in separate accounts for the purpose of establishing an investment history in various investment strategies before being marketed to investors.

The carrying value of debt securities, classified as available-for-sale and trading investments, by contractual maturity at ~~March 31,~~June 30, 2008 and December 31, 2007 is as follows:

   Carrying Value
Maturity date
   March 31,
2008    December 31,
2007
<1 year
   $ 1,370    $ —
1-5 years
   1,676    9,567
5-10 years
   6,946    28,677
After 10 years
   132,549    195,340

Total
   $ 142,541    $ 233,584

~~- 11 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Investments (continued)~~


	Carrying Value
Maturity date	June 30, 2008		December 31, 2007
<1 year	$	1,762	$	—
1-5 years		1,470		9,567
5-10 years		3,955		28,677
After 10 years		16,277		195,340

Total	$	23,464	$	233,584

At ~~March 31,~~June 30, 2008 and December 31, 2007, the debt securities in the table above primarily ~~consist~~consisted of municipal, corporate, U.S. and foreign government debt securities held by ~~two~~several sponsored investment funds that are consolidated in the Company’s condensed consolidated statements of financial ~~statements.~~condition.

The Company consolidates certain sponsored investment funds primarily because it is deemed to control such investments in accordance with GAAP. The investments ~~that are~~ owned by these consolidated sponsored investment funds are classified as other or trading ~~and other~~ investments. At ~~March 31,~~June 30, 2008 and December 31, 2007, the following balances related to these funds were consolidated in the condensed consolidated statements of financial condition:


	March 31, 2008			December 31, 2007			June 30, 2008			December 31, 2007
Cash and cash equivalents	$	100,034		$	66,971		$	56,317		$	66,971
Investments		907,562			1,054,208			792,219			1,054,208
Other net liabilities		(119,433	)		(218,337	)		(7,326	)		(218,337	)
Non-controlling interests		(579,496	)		(578,210	)		(544,388	)		(578,210	)

Total exposure to consolidated investment funds	$	308,667		$	324,632		$	296,822		$	324,632

- 14 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

2.	Investments (continued)

BlackRock’s total exposure to consolidated sponsored investment funds of ~~$308,667~~$296,822 and $324,632 at ~~March 31,~~June 30, 2008 and December 31, 2007, respectively, represents the fair value of the Company’s economic ownership interest in these sponsored investment funds. Valuation changes associated with these consolidated investment funds are reflected in non-operating income and non-controlling ~~interest.~~interests. Approximately ~~$117,028~~$7,336 and $209,729 of borrowings by consolidated sponsored investment funds at ~~March 31,~~June 30, 2008 and December 31, 2007, respectively, is included in other liabilities on the condensed consolidated statements of financial condition.

The Company may not be readily able to access cash and cash equivalents held by consolidated sponsored investment funds to use in its operating activities. In addition, the Company may not be readily able to sell investments held by consolidated sponsored investment funds in order to obtain cash for use in its operations.

~~- 12 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

Fair Value Disclosures

~~BlackRock adopted SFAS No. 157 as of January 1, 2008, which requires, among other things, enhanced disclosures about investments that are~~Assets and liabilities measured and reported at fair value. SFAS No. 157 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

~~Investments measured and reported~~ at fair value ~~are classified and disclosed in one of the following categories:~~

~~Level 1 Inputs - Quoted prices in active markets for identical assets or liabilities~~on a recurring basis at ~~the reporting date. Level 1 assets include listed mutual funds, equities and debt securities.~~

Level 2 Inputs - Other than quoted prices included within Level 1 that are observable for substantially the full term of the asset or liability, either directly or indirectly. Level 2 assets include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and inputs other than quoted prices that are observable, suchJune 30, 2008 were as models or other valuation methodologies. Investments which generally are included in this category include securities held within consolidated hedge funds as well as restricted public securities valued at a discount.

~~The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.~~follows:

~~- 13 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Fair Value Disclosures (continued)~~

~~Fair Value Measurements (continued)~~

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis at March 31, 2008~~


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Other Investments Not Held at Fair Value ⁽¹⁾		Investments at March 31, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Other Investments Not Held at Fair Value ⁽¹⁾		Investments at June 30, 2008
Investments:
Available-for-sale	$	159,146	$	100,347	$	1,862	$	—	$	261,355	$	144,695	$	97,994	$	1,665	$		$	244,354
Trading		151,808		126,764		—		—		278,572		167,350		—		—		—		167,350
Other investments:
Consolidated sponsored investment funds		—		58,774		669,762		—		728,536		—		49,654		680,388		—		730,042
Equity method		—		—		593,224		33,455		626,679		—		56,946		681,151		38,365		776,462
Deferred compensation plan investments		—		—		23,732		—		23,732		—		—		23,218		—		23,218
Cost method		—		—		—		4,054		4,054		—		—		—		99		99

Total Investments	$	310,954	$	285,885	$	1,288,580	$	37,509	$	1,922,928
Total investments											$	312,045	$	204,594	$	1,386,422	$	38,464	$	1,941,525

⁽¹⁾	Includes investments in equity method investees which are not accounted for under a fair value measure in accordance with GAAP as well as ~~certain~~ investments held at cost.

- 15 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

3.	Fair Value Disclosures (continued)

The Company has ~~$4,147,981~~$4,026,713 of separate account assets, representing segregated funds held for purposes of funding individual and group pension contracts, and equal and offsetting separate account liabilities of which ~~$52,000~~approximately $60,000 is not held at fair value. Excluding approximately ~~$52,000~~$60,000 not subject to SFAS No. 157, approximately ~~96%~~97%, 4%3% and less than 1% of the separate account assets and liabilities are classified as Level 1, Level 2 and Level 3, respectively. The net investment income and net gains and losses attributable to separate account assets accrue directly to the contract owner and are not reported as revenue inon the condensed consolidated statements of income.

~~- 14 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Fair Value Disclosures (continued)~~

~~Fair Value Measurements (continued)~~

Level 3 investments, such as investments in real estate funds, hedge funds, funds of hedge funds, private equity funds and funds of private equity funds are valued based upon valuations received from internal as well as third party fund managers. Direct investments in private equity companies held by funds of private equity funds are valued based on an assessment of each underlying investment, incorporating evaluation of additional significant third party financing, changes in valuations of comparable peer companies and the business environment of the ~~company,~~companies, among other factors.

Changes in Level 3 Investments Measured at Fair Value on a Recurring Basis for the ~~three months ended March 31,~~Three and Six Months Ended June 30, 2008


	Three Months Ended March 31, 2008			Three Months Ended June 30, 2008			Six Months Ended June 30, 2008
December 31, 2007	$	1,239,519
Beginning of period				$	1,288,580		$	1,239,519
Realized and unrealized gains / (losses), net		7,294			(7,794	)		(500	)
Purchases, sales, other settlements and issuances, net		41,767			137,269			179,036
Net transfers in and/or out of Level 3		—			(31,633	)		(31,633	)

March 31, 2008	$	1,288,580
June 30, 2008				$	1,386,422		$	1,386,422

Total net (losses) for the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets still held at the reporting date	$	(6,098	)
Total net (losses) for the period included in earnings attributable to the change in unrealized gains or (losses) relating to investments still held at the reporting date				$	(12,761	)	$	(18,859	)

Realized and unrealized gains and losses recorded for Level 3 investments are reported in ~~Non-operating~~non-operating income (expense) on the condensed consolidated statements of income. Non-controlling interest expense is recorded for certain consolidated investments to reflect the portion of gains and losses not attributable to ~~BlackRock.~~the Company.

- 1516 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

Derivatives and Hedging

For the ~~three~~six months ended ~~March 31,~~June 30, 2008 and 2007, the Company did not hold any derivatives designated in a formal hedge relationship under SFAS No. 133,~~Accounting for Derivative Instruments and Hedging Activities~~, as amended.

During ~~first quarter~~the six months ended June 30, 2008 and 2007, the Company was a counterparty to a series of total return swaps to economically hedge against changes in fair value of certain seed investments in sponsored investment products. At ~~March 31,~~June 30, 2008 the outstanding total return swaps had an aggregate notional value of approximately ~~$79,084~~$73,628 and net realized and unrealized gains/(losses) of approximately ~~$9,486~~$11,521 and ($~~292)~~3,670) for the ~~three~~six months ended ~~March 31,~~June 30, 2008 and ~~March 31,~~ 2007, respectively, which were included in non-operating income in(expense) on the Company’s condensed consolidated statements of income.

In December 2007, BlackRock entered into capital support agreements, up to $100,000, with two enhanced cash ~~funds,~~funds. These capital support agreements are backed by letters of credit (“LOCs”) ~~in which~~issued under BlackRock’s revolving credit facility (see Note 7 for further discussion). During the six months ended June 30, 2008, the Company provided approximately $1,000 of capital contributions to these two funds under the capital support agreements. BlackRock ~~agreed to reimburse~~determined that the ~~bank for any amounts drawn on the LOCs.~~capital support agreements qualified as derivatives under SFAS No. 133. At ~~March 31,~~June 30, 2008 and December 31, 2007, the derivative ~~liability~~liabilities for the fair value of the capital support agreements for the two funds totaled approximately ~~$9,300~~$9,100 and $12,000, ~~respectively.~~respectively, which are recorded in other liabilities on the condensed consolidated statements of financial condition. The amount of ~~the liability~~these liabilities will increase or decrease as BlackRock’s ~~obligation~~obligations under the ~~guarantee fluctuates~~capital support agreements fluctuate based on the fair value of the ~~derivative.~~derivatives.

Goodwill

Goodwill at ~~March 31,~~June 30, 2008 and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2008 were as follows:


December 31, 2007	$	5,519,714		$	5,519,714

Goodwill adjustments related to:
Quellos		(20,881	)		18,297
Fund of hedge funds manager		1,581
Other					(2,837	)

Total goodwill adjustments		(19,300	)		15,460

March 31, 2008	$	5,500,414
June 30, 2008				$	5,535,174

During the ~~three~~six months ended ~~March 31,~~June 30, 2008 goodwill of the Company ~~reduced~~increased by $15,460. Approximately $44,100 was recorded as additional goodwill due to the release of 280,519 common shares to Quellos, which were held in escrow in accordance with the Quellos asset purchase agreement. This increase was partially offset by ~~$19,300. Approximately $15,800~~a decline in goodwill of ~~the reduction was~~approximately $15,900 as a result of the Company’s review of the Quellos purchase price allocation in the three months ended March 31, 2008 and ~~$5,100~~a decrease of approximately $10,200 related to tax benefits realized from tax-deductible goodwill in excess of book goodwill. At ~~March 31,~~June 30, 2008, the balance of the Quellos tax-deductible goodwill in excess of book goodwill was ~~$422,000.~~approximately $427,500. Goodwill will continue to be reduced in future periods by the amount of tax benefits realized from tax-deductible goodwill in excess of book goodwill.

- 1617 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

Intangible Assets

The carrying amounts of identifiable intangible assets are summarized as follows:


	Indefinite-lived intangible assets		Finite-lived intangible assets			Total			Indefinite-lived intangible assets		Finite-lived intangible assets			Total
December 31, 2007	$	5,351,132	$	1,201,990		$	6,553,122		$	5,351,132	$	1,201,990		$	6,553,122
Purchase price adjustments		27,000		51			27,051			27,000		106			27,106
Amortization expense		—		(36,569	)		(36,569	)		—		(73,141	)		(73,141	)

March 31, 2008	$	5,378,132	$	1,165,472		$	6,543,604
June 30, 2008									$	5,378,132	$	1,128,955		$	6,507,087

The purchase price adjustments to intangible assets during the ~~three~~six months ended ~~March 31,~~June 30, 2008 primarily related to the Company’s review of its purchase price allocation ofin the three months ended March 31, 2008 related to the net assets acquired from Quellos.

Borrowings

Short-Term Borrowings

In August 2007, the Company entered into a five-year $2,500,000 unsecured revolving credit facility (“the ~~2007 facility”~~(the “2007 Facility”), which permits the Company to request an additional $500,000 of borrowing capacity, subject to lender credit approval, up to a maximum of $3,000,000. The 2007 ~~facility~~Facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to EBITDA, where net debt equals total debt less domestic unrestricted cash) of 3 to 1, which was satisfied at ~~March 31,~~June 30, 2008.

At ~~March 31,~~June 30, 2008, the Company had $300,000 outstanding under the 2007 ~~facility~~Facility with interest rates between ~~2.855%~~2.655% to 5.105% and maturity dates between ~~April~~July 2008 and September 2008. During ~~April~~July 2008 the Company repaid $100,000 of the balance outstanding.

In addition, in December 2007, in order to support two enhanced cash funds that BlackRock manages, BlackRock elected to procure two LOCs under the 2007 Facility totaling in aggregate $100,000.

In June 2008, BlackRock Japan Co., Ltd., a wholly owned subsidiary of the Company, entered into a five billion Japanese yen commitment-line agreement with a banking institution (the “Japan Commitment-line”). The term of the Japan Commitment-line is one year and interest will accrue at the applicable Japanese short-term prime rate. The Japan Commitment-line is intended to provide liquidity flexibility for operating requirements in Japan. At June 30, 2008, the Company had no borrowings outstanding ~~at March 31, 2008.~~on the Japan Commitment-line.

Long-Term Borrowings

At ~~March 31,~~June 30, 2008, the estimated fair value of the Company’s $249,997 aggregate principal amount of convertible debentures was ~~$556,700.~~$447,225. The fair value was estimated using a market ~~prices.~~price as of the end of June 2008.

At ~~March 31,~~June 30, 2008, the carrying value and the estimated fair value of the Company’s $700,000 long-term notes was ~~$731,353.~~$694,819 and $695,926, respectively. The fair value was estimated using an applicable bond ~~index.~~index as of the end of June 2008.

- 1718 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

Related Party Transaction

On February 29, 2008, the Company committed to provide financing, if needed, of up to $60,000 to Anthracite Capital, Inc. (“Anthracite”), a specialty commercial real estate finance company that is managed by a subsidiary of BlackRock. Financing is collateralized by Anthracite pledging its ownership interest in an investment fund which is also managed by a subsidiary of BlackRock. AtBorrowings of $52,500, which were outstanding at March 31, 2008, $52,500 of financing was outstanding with interest rates between 5.15% and 5.44%, which was included in due from affiliates on the Company’s condensed consolidated statement of financial condition, and was subsequentlywere repaid in April 2008. Subsequent to June 30, 2008, Anthracite borrowed $30,000 at an interest rate of 5.295%.

Commitments and Contingencies

Commitments

Investment / Loan Commitments

At June 30, 2008, the Company had approximately $692,275 of certain investment and loan commitments relating primarily to real estate funds, hedge funds, funds of private equity funds and a warehouse entity established for certain private equity funds of funds. Amounts to be funded generally are callable at any point prior to the expiration of the commitment.

Contingencies

Legal Proceedings

BlackRock has received subpoenas from various U.S. federal and state governmental and regulatory authorities and various information requests from the ~~Securities and Exchange Commission (“SEC”)~~SEC in connection with industry-wide investigations of U.S. mutual fund matters. BlackRock is continuing to cooperate fully in these matters. From time to time, BlackRock is subject to other regulatory inquiries and proceedings.

The Company and certain of its subsidiaries have been named as defendants in various legal actions, including arbitrations, class actions, and other litigation and regulatory proceedings arising in connection with BlackRock’s activities. While Merrill Lynch has agreed to indemnify the Company for certain of the pre-closing liabilities related to legal and regulatory proceedings acquired in the MLIM Transaction, entities that BlackRock now owns may be named as defendants in these matters and the Company’s reputation may be negatively impacted. Additionally, certain of the investment funds that the Company manages are subject to lawsuits, any of which could potentially harm the investment returns of the applicable fund or result in the Company being liable to the funds for any resulting damages.

Management, after consultation with legal counsel, currently does not anticipate that the aggregate liability, if any, arising out of regulatory matters or lawsuits will have a material adverse effect on BlackRock’s earnings, financial position, or cash flows although, at the present time, management is not in a position to determine whether any such pending or threatened matters will have a material adverse effect on BlackRock’s results of operations in any future reporting period.

- 19 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

9.	Commitments and Contingencies (continued)

Contingencies (continued)

Indemnifications

In the ordinary course of business, BlackRock enters into contracts ~~with third parties~~ pursuant to which ~~the~~it may agree to indemnify third parties ~~provide services on behalf of BlackRock. In many of the contracts, BlackRock agrees to indemnify the third party service provider under~~in certain circumstances. The terms of ~~the indemnity~~these indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined.

Under the Transaction Agreement in the MLIM Transaction, the Company has agreed to indemnify Merrill Lynch for losses it may incur arising from (1) inaccuracy in or breach of representations or warranties related to the Company’s SEC reports, absence of undisclosed liabilities, litigation and compliance with laws and government regulations, without giving effect to any materiality or material adverse effect qualifiers, (2) any alleged or actual breach, failure to comply, violation or other deficiency with respect to any regulatory or fiduciary requirements relating to the operation of BlackRock’s business, ~~(3)~~(2) any fees or expenses incurred or owed by BlackRock to any brokers, financial advisors or comparable other person retained or employed by BlackRock in connection with the ~~transaction,~~MLIM Transaction, and ~~(4)~~(3) certain specified tax covenants.

~~- 18 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~Commitments and Contingencies (continued)~~

~~Indemnifications (continued)~~

Merrill Lynch is not entitled to indemnification for any losses arising from the circumstances and events described in (1) above until the aggregate losses (other than individual losses less than $100) of Merrill Lynch exceed $100,000. In the event that such losses exceed $100,000, Merrill Lynch is entitled to be indemnified only for such losses (other than individual losses less than $100) in excess of $100,000. Merrill Lynch is not entitled to indemnification payments pursuant to (1) above in excess of $1,600,000 or for claims made more than 18 months from the closing of the MLIM Transaction. These limitations do not apply to losses arising from the circumstances and events described in (2), (3) and (4) above, which survive indefinitely.

Management believes that the likelihood of any liability arising under these indemnification provisions ~~to be remote and, as such, no liability has been recorded on the condensed consolidated statements of financial condition.~~is remote. Management cannot estimate any potential maximum exposure due both to the remoteness of any potential claims and the fact that items that would be included within any such calculated claim would be beyond the control of BlackRock. Consequently, no liability has been recorded on the condensed consolidated statements of financial condition.

- 20 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

10.	Stock-Based Compensation

The components of the Company’s stock-based compensation expense are comprised of the following:


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007		2008		2007
Stock-based compensation:
Restricted stock and restricted stock units (“RSUs”)	$	50,985	$	27,019	$	47,780	$	32,463	$	98,927	$	59,565
Stock options		3,533		2,356		839		3,533		4,372		5,889
Long-term incentive plans (funded by PNC)		15,021		12,043
Long-term incentive plans (funded by PNC¹)						14,751		13,933		29,772		25,976

Total stock-based compensation	$	69,539	$	41,418	$	63,370	$	49,929	$	133,071	$	91,430

¹	The PNC Financial Services Group, Inc.

Stock Options

Options outstanding at June 30, 2008 and changes during the six months ended June 30, 2008 were as follows:


Outstanding at	Shares Under Option		Weighted Average Exercise Price
December 31, 2007	4,101,165		$	86.19
Exercised	(474,798	)	$	37.30
Forfeited	(298,635	)	$	169.07

June 30, 2008	3,327,732		$	85.73

The aggregate intrinsic value of options exercised during the six months ended June 30, 2008 was $82,543.

- 1921 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

10.

Stock-Based Compensation (continued)

Stock Options (continued)

~~Options outstanding at March 31, 2008~~

The three and ~~changes during the three~~six months ended ~~March 31,~~June 30, 2008 ~~were~~included a cumulative adjustment to the estimated forfeiture rate for unvested stock options as ~~follows:~~

Outstanding at
   Shares
Under
Option Weighted
Average
Exercise
Price
December 31, 2007
   4,101,165 $ 86.19
Exercised
   (134,150 ) $ 38.28

March 31, 2008
   3,967,015 $ 87.81

~~The aggregate intrinsic value~~a result of ~~options exercised during the three months ended March 31, 2008 was $23,526.~~additional data on actual forfeiture activity.

At ~~March 31,~~June 30, 2008, the Company had ~~$53,189~~$39,752 in unrecognized stock-based compensation expense related to unvested stock options. The unrecognized compensation cost is expected to be recognized over a remaining weighted-average period of ~~3.5~~3.3 years.

Restricted Stock and RSUs

Restricted stock and ~~RSU activity~~RSUs outstanding at ~~March 31,~~June 30, 2008 and changes during the ~~three~~six months ~~then~~ ended ~~March 31,~~June 30, 2008 were as follows:

Outstanding at
   Unvested
Restricted
Stock and
Units Weighted
Average
Grant Date
Fair Value
December 31, 2007
   3,709,008 $ 158.01
Granted
   1,505,286 $ 202.29
Converted
   (394,199 ) $ 155.20
Forfeited
   (53,267 ) $ 154.84

March 31, 2008
   4,766,828 $ 172.26

~~- 20 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 1.~~

~~Financial Statements (continued)~~

~~10.~~

~~Stock-Based Compensation (continued)~~

~~Restricted Stock and RSUs (continued)~~


Outstanding at	Unvested Restricted Stock and RSUs		Weighted Average Grant Date Fair Value
December 31, 2007	3,709,008		$	158.01
Granted	1,551,502		$	202.48
Converted	(433,055	)	$	149.05
Forfeited	(183,239	)	$	160.03

June 30, 2008	4,644,216		$	173.62

The Company values restricted stock and RSUs at their grant-date fair value as measured by BlackRock’s common stock price.

In January 2008, the Company granted 295,633 RSUs as long-term incentive compensation, which will be partially funded by shares currently held by PNC (seeLong-Term Incentive Plans Funded by PNCbelow). The awards cliff vest in five ~~years.~~years from the date of grant.

In January 2008, the Company granted ~~1,186,306~~1,212,759 RSUs to employees as part of annual incentive compensation under the BlackRock, Inc. 1999 Stock Award and Incentive Plan (the “Award Plan”) that vest ~~evenly~~ratably over three ~~years.~~years from the date of grant.

At ~~March 31,~~June 30, 2008, there was ~~$630,940~~$565,459 in unrecognized compensation cost related to unvested restricted stock and RSUs. The unrecognized compensation cost is expected to be recognized over the remaining weighted average period of ~~2.9~~2.7 years.

- 22 -

PART I - FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

10.	Stock-Based Compensation (continued)

Long-Term Incentive Plans Funded by PNC

Under a share surrender agreement, PNC committed to provide up to 4,000,000 shares of BlackRock common stock, held by PNC, to fund certain BlackRock long-term incentive plans (“LTIP”).

During 2007, the Company granted additional long-term incentive awards out of the Award Plan of approximately 1,600,000 RSUs that will be settled using BlackRock shares held by PNC in accordance with the share surrender agreement. The RSU awards vest on September 29, 2011 provided that BlackRock has actual GAAP earnings per share of at least $5.20 in 2009, $5.52 in 2010 or $5.85 in 2011 or has attained an alternative performance hurdle based on the Company’s earnings per share growth rate versus certain peers over the term of the awards. The value of the RSUs was calculated using BlackRock’s closing stock price on the date of grant. The grant date fair value of the RSUs is being amortized as an expense on the straight-line method over the vesting period, net of expected forfeitures. The maximum value of awards that may be funded by PNC, prior to the earlier of September 29, 2011 or the date the performance criteria are met, is approximately $271,000, all of which has ~~all~~ been granted ~~at March 31,~~as of June 30, 2008.

- 2123 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

11.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007		2008		2007
Net income	$	241,671	$	195,388	$	274,058	$	222,244	$	515,729	$	417,632

Basic weighted-average shares outstanding		128,904,253		128,809,726		129,569,325		128,544,894		129,242,591		128,676,577

Dilutive potential shares from stock options and restricted stock units		2,601,255		2,565,696		2,725,447		2,275,810		2,702,458		2,363,035
Dilutive potential shares from convertible debt		793,917		520,148		655,806		562,766		668,773		540,509
Dilutive potential shares from acquisition-related contingent stock payments		577,128		—		576,135		—		576,135		—

Dilutive weighted-average shares outstanding		132,876,553		131,895,570		133,526,713		131,383,470		133,189,957		131,580,121

Basic earnings per share	$	1.87	$	1.52	$	2.12	$	1.73	$	3.99	$	3.25

Diluted earnings per share	$	1.82	$	1.48	$	2.05	$	1.69	$	3.87	$	3.17

Due to the similarities in terms between BlackRock series A non-voting participating preferred stock and the Company’s common stock, the Company considers the series A non-voting participating preferred stock to be common stock for purposes of earnings per share calculations. As such, the Company has included the outstanding series A non-voting participating preferred stock in the calculation of average basic and diluted shares outstanding for the three and six months ended ~~March 31,~~June 30, 2008 and 2007.

Shares issued in acquisition

On October 1, 2007, the Company acquired the fund of funds business of ~~Quellos. The Company~~Quellos and issued 1,191,785 shares of ~~newly-issued~~ BlackRock common stock that were placed into an escrow account. ~~The~~In April 2008, 280,519 shares ~~issued have no~~were released to Quellos in accordance with the Quellos asset purchase agreement, which resulted in an adjustment to the recognized purchase price and had a dilutive effect ~~for~~in the three and six months ended ~~March 31,~~June 30, 2008. ~~Such~~Additional shares may have a dilutive effect in future periods based on the timing of the release of shares from the escrow account in accordance with the Quellos asset purchase agreement.

~~In April 2008, 280,519 shares were released to Quellos in accordance with the Quellos asset purchase agreement, which will result in an adjustment to the purchase price allocation.~~

- 2224 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

12.

Segment Information

The Company’s management directs BlackRock’s operations as one business, the asset management business. As such, the Company believes it operates in one business segment in accordance with SFAS No. 131,Disclosures About Segments of an Enterprise and Related Information.

The following table illustrates investment advisory and administration base and performance fee revenue by asset class for the three and six months ended ~~March 31,~~June 30, 2008 and 2007, respectively.


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007
Investment advisory and administration base fees (in thousands)
Investment advisory and administration fees					2008		2007		2008		2007
Fixed income	$	221,503	$	218,723	$	234,542	$	223,041	$	457,267	$	442,659
Equity and balanced		602,627		469,031		630,805		535,986		1,271,443		1,015,525
Cash management		174,554		115,389		183,505		120,189		358,059		234,786
Alternative investments		134,194		70,365		169,584		97,114		306,088		179,286

Total investment advisory and administration base fees	$	1,132,878	$	873,508
Total investment advisory and administration fees					$	1,218,436	$	976,330	$	2,392,857	$	1,872,256

~~The following chart shows the Company’s revenues~~In addition, distribution and other revenue, which includesBlackRock Solutions, totaled $168,515 and $294,232 for the three and six months ended ~~March 31,~~June 30, 2008, as compared to $120,693 and $230,141 for the three and six months ended June 30, 2007.

The following table illustrates the Company’s total revenue by geographic region for the three and six months ended June 30, 2008 and 2007. These amounts are aggregated on a legal entity jurisdiction basis and do not necessarily reflect where the customer is sourced.


	Three Months Ended March 31,								Three Months Ended June 30,
Revenues (in millions)	2008		% of total		2007		% of total
Revenue									2008		% of total		2007		% of total
North America	$	829.2	63.8	%	$	656.9	65.3	%	$	915,093	66.0	%	$	716,099	65.3	%
Europe		417.0	32.1	%		312.2	31.1	%		389,113	28.1	%		340,354	31.0	%
Asia-Pacific		53.9	4.1	%		36.3	3.6	%		82,745	5.9	%		40,570	3.7	%

Total revenues	$	1,300.1	100.0	%	$	1,005.4	100.0	%
Total revenue									$	1,386,951	100.0	%	$	1,097,023	100.0	%


									Six Months Ended June 30,
Revenue									2008		% of total		2007		% of total
North America									$	1,744,277	64.9	%	$	1,372,961	65.3	%
Europe										806,166	30.0	%		652,542	31.0	%
Asia-Pacific										136,646	5.1	%		76,894	3.7	%

Total revenue									$	2,687,089	100.0	%	$	2,102,397	100.0	%

- 2325 -

PART I –- FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

12.

Segment Information (continued)

The following ~~chart shows~~table illustrates the Company’s long-lived assets, including goodwill and property and equipment at ~~March 31,~~June 30, 2008 and December 31, ~~2007.~~2007 by geographic region. These amounts are aggregated on a legal entity jurisdiction basis.


Long-lived Assets (in millions)	March 31, 2008				December 31, 2007
Long-lived Assets									June 30, 2008				December 31, 2007
North America	$	5,674.8	98.3	%	$	5,695.2	98.4	%	$	5,707,511	98.4	%	$	5,695,172	98.4	%
Europe		39.9	0.7	%		34.6	0.6	%		38,597	0.7	%		34,584	0.6	%
Asia-Pacific		56.3	1.0	%		56.4	1.0	%		54,466	0.9	%		56,418	1.0	%

Total long-lived assets	$	5,771.0	100.0	%	$	5,786.2	100.0	%	$	5,800,574	100.0	%	$	5,786,174	100.0	%

Revenue and long-lived assets in North America are primarily comprised of the United States, while Europe is primarily comprised of the United Kingdom and Asia-Pacific is primarily comprised of Australia and Japan.

~~These amounts~~

13.	Subsequent Events

Material Definitive Agreements

In July 2008, the Company entered into an Amended and Restated Stockholder Agreement (“Stockholder Agreement”) and an Amended and Restated Global Distribution Agreement (“Global Distribution Agreement”) with Merrill Lynch.

The changes in the Stockholder Agreement in relation to the prior agreement, among other things, (i) provide Merrill Lynch with some additional flexibility to form or acquire asset managers substantially all of the business of which is devoted to nontraditional investment management strategies such as short selling, leverage, arbitrage, specialty finance and quantitatively-driven structured trades; (ii) expand the definition of change in control of Merrill Lynch to include the disposition of two-thirds or more of its Global Private Client business; (iii) extend the general termination date to the later of July 16, 2013 or the date Merrill Lynch’s beneficial ownership of BlackRock falls below 20%; and (iv) clarify certain other provisions in the agreement.

The changes in the Global Distribution Agreement in relation to the prior agreement, among other things, (i) provide for an extension to September 29, 2013, an additional 5-year extension after the date of a change in control of Merrill Lynch and one automatic 3-year extension if certain conditions are ~~aggregated~~satisfied; (ii) strengthen the obligations of Merrill Lynch to achieve revenue neutrality across the range of BlackRock products distributed by Merrill Lynch if the pricing or structure of particular products is required to be changed; (iii) obligate Merrill Lynch to seek to obtain distribution arrangements for BlackRock products from buyers of any portion of its distribution business on the same terms as the Global Distribution Agreement for a ~~legal entity jurisdiction basis~~period of at least 3 years; and do(iv) restrict the manner in which products managed by alternative asset managers in which Merrill Lynch has an interest may be distributed by Merrill Lynch.

Acquisition of Impact Investing

On August 1, 2008, the Company acquired Impact Investing, a Sydney, Australia based software development company specializing in equity portfolio management and analytical software tools. The total consideration to be paid in the acquisition is not ~~necessarily reflect where~~expected to be material to the ~~customer is sourced or where the asset is physically located.~~Company’s condensed consolidated financial statements.

- 2426 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

This report, and other statements that BlackRock may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to risk factors previously disclosed in BlackRock’s SEC reports and those identified elsewhere in this report the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of BlackRock’s investment products; (4) the impact of increased competition; (5) the impact of capital improvement projects; (6) the impact of future acquisitions or divestitures; (7) the unfavorable resolution of legal proceedings; (8) the extent and timing of any share repurchases; (9) the impact, extent and timing of technological changes and the adequacy of intellectual property protection; (10) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock, Merrill Lynch or PNC; (11) terrorist activities and international hostilities, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries, ~~and~~or BlackRock; (12) the ability to attract and retain highly talented professionals; (13) fluctuations in the carrying value of BlackRock’s investments; (14) fluctuations in foreign currency exchange rates, which may adversely affect the value of investment advisory and administration fees earned by BlackRock ~~and~~or the carrying value of certain assets and liabilities denominated in foreign currencies; (15) the impact of changes to tax legislation and, generally, the tax position of the Company; (16) BlackRock’s ability to successfully integrate the MLIM and Quellos Businesses with its existing business; (17) the ability of BlackRock to effectively manage the former MLIM and Quellos assets along with its historical assets under management; (18) BlackRock’s success in maintaining the distribution of its products; and (19) the impact of BlackRock ~~may elect~~electing to provide support to its products from time to time.

- 2527 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview

BlackRock, Inc. (“BlackRock” or the “Company”) is one of the largest publicly traded investment management firms in the United States with ~~$1.364~~$1.428 trillion of assets under management (“AUM”) at ~~March 31,~~June 30, 2008. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of fixed income, cash management, equity and balanced and alternative investment separate accounts and funds. In addition, BlackRock provides risk management, ~~strategic~~financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation of illiquid securities, dispositions and workouts, risk management and strategic planning and execution.

On September 29, 2006, BlackRock and Merrill Lynch & Co., Inc. (“Merrill Lynch”) closed a transaction pursuant to which Merrill Lynch contributed its investment management business, Merrill Lynch Investment Managers (“MLIM”), to BlackRock in exchange for an aggregate of 65 million shares of newly issued BlackRock common and non-voting participating preferred stock (the “MLIM Transaction”). On October 1, 2007, BlackRock acquired certain assets and assumed certain liabilities of the fund of funds business of Quellos Group, LLC (“Quellos”) for up to $1.719 billion in a combination of cash and common stock (the “Quellos Transaction”). At ~~March 31,~~June 30, 2008, Merrill Lynch owned approximately ~~45.0%~~44.8% of the Company’s voting common stock and approximately ~~48.9%~~48.7% of the Company’s capital stock on a fully diluted basis and The PNC Financial Services Group, Inc. (“PNC”) owned approximately ~~33.4%~~33.3% of the capital stock.

The following table summarizes BlackRock’s operating performance for each of the three months ended March 31, 2008 and 2007 and December 31, 2007. Certain prior year amounts have been reclassified to conform to 2008 presentation.

~~BlackRock, Inc.~~

~~Financial Highlights~~

~~(Dollar amounts in thousands, except per share data)~~

~~(unaudited)~~

   Three Months Ended Variance vs.
   March 31, December 31, March 31, 2007 December 31, 2007
   2008 2007 2007 Amount    % Amount %
Total revenue
   $ 1,300,138 $ 1,005,374 $ 1,444,179 $ 294,764    29.3 % $ (144,041 ) (10.0 )%
Total expenses
   $ 904,448 $ 733,143 $ 976,463 $ 171,305    23.4 % $ (72,015 ) (7.4 )%
Operating income
   $ 395,690 $ 272,231 $ 467,716 $ 123,459    45.4 % $ (72,026 ) (15.4 )%
Operating income, as adjusted ^(a)
   $ 416,319 $ 310,909 $ 489,212 $ 105,410    33.9 % $ (72,893 ) (14.9 )%
Net income
   $ 241,671 $ 195,388 $ 322,439 $ 46,283    23.7 % $ (80,768 ) (25.0 )%
Net income, as adjusted ^(b)
   $ 253,060 $ 209,240 $ 333,748 $ 43,820    20.9 % $ (80,688 ) (24.2 )%
Diluted earnings per share^(c)
   $ 1.82 $ 1.48 $ 2.43 $ 0.34    23.0 % $ (0.61 ) (25.1 )%
Diluted earnings per share, as adjusted ^(b) (c)
   $ 1.90 $ 1.59 $ 2.52 $ 0.31    19.5 % $ (0.62 ) (24.6 )%
Weighted average diluted shares outstanding ^(c)
   132,876,553 131,895,570 132,578,679 980,983    0.7 % 297,874 0.2 %
Operating margin, GAAP basis
   30.4 % 27.1 % 32.4 %
Operating margin, as adjusted^(a)
   37.6 % 36.7 % 38.8 %
Assets under management ($ in millions)
   $ 1,364,436 $ 1,154,164 $ 1,356,644 $ 210,272    18.2 % $ 7,792 0.6 %

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PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

BlackRock, Inc.

Financial Highlights

(Dollar amounts in thousands, except per share data)

(unaudited)

The following table summarizes BlackRock’s operating performance for each of the three months ended June 30, 2008, March 31, 2008 and June 30, 2007 and the six months ended June 30, 2008 and 2007. Certain prior year amounts have been reclassified to conform to the 2008 presentation.


	Three Months Ended									Variance vs.
	June 30,						March 31,			June 30, 2007				March 31, 2008
	2008			2007			2008			Amount		%		Amount		%
Total revenue	$	1,386,951		$	1,097,023		$	1,300,138		$	289,928	26.4	%	$	86,813	6.7	%
Total expenses	$	981,961		$	815,022		$	904,448		$	166,939	20.5	%	$	77,513	8.6	%
Operating income	$	404,990		$	282,001		$	395,690		$	122,989	43.6	%	$	9,300	2.4	%
Net income	$	274,058		$	222,244		$	241,671		$	51,814	23.3	%	$	32,387	13.4	%
Net income, as adjusted^(b)	$	285,271		$	236,626		$	253,060		$	48,645	20.6	%	$	32,211	12.7	%
Diluted earnings per share^(c)	$	2.05		$	1.69		$	1.82		$	0.36	21.3	%	$	0.23	12.6	%
Diluted earnings per share, as adjusted ^(b) (c)	$	2.14		$	1.80		$	1.90		$	0.34	18.9	%	$	0.24	12.6	%
Weighted average diluted shares outstanding^(c)		133,526,713			131,383,470			132,876,553			2,143,243	1.6	%		650,160	0.5	%
Operating margin, GAAP basis		29.2	%		25.7	%		30.4	%
Operating margin, as adjusted^(a)		37.9	%		36.1	%		37.6	%

Assets under management ($ in millions)	$	1,427,543		$	1,230,086		$	1,364,436		$	197,457	16.1	%	$	63,107	4.6	%


	Six Months Ended June 30,						Variance
	2008			2007			Amount		%
Total revenue	$	2,687,089		$	2,102,397		$	584,692	27.8	%
Total expenses	$	1,886,409		$	1,548,165		$	338,244	21.8	%
Operating income	$	800,680		$	554,232		$	246,448	44.5	%
Net income	$	515,729		$	417,632		$	98,097	23.5	%
Net income, as adjusted^(b)	$	538,331		$	445,866		$	92,465	20.7	%
Diluted earnings per share^(c)	$	3.87		$	3.17		$	0.70	22.1	%
Diluted earnings per share, as adjusted^(b) (c)	$	4.04		$	3.39		$	0.65	19.2	%
Weighted average diluted shares outstanding^(c)		133,189,957			131,580,121			1,609,836	1.2	%
Operating margin, GAAP basis		29.8	%		26.4	%
Operating margin, as adjusted^(a)		37.8	%		36.4	%

Assets under management ($ in millions)	$	1,427,543		$	1,230,086		$	197,457	16.1	%

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PART I - FINANCIAL INFORMATION (continued)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

BlackRock, Inc.

Financial Highlights

(continued)

(a) BlackRock reports its financial results on a GAAP basis; however, management believes that evaluating the Company’s ongoing operating results may not be as useful if investors are limited to reviewing only GAAP financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and, for the reasons described below, considers them to be effective indicators, for both management and investors, of BlackRock’s financial performance over time. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

~~(a)~~

BlackRock reports its financial results on a GAAP basis; however, management believes that evaluating the Company’s ongoing operating results may not be as useful if investors are limited to reviewing only GAAP financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and, for the reasons described below, considers them to be effective indicators, for both management and investors, of BlackRock’s financial performance over time. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Operating margin, as adjusted, equals operating income ~~as adjusted,~~used for operating margin measurement, divided by revenue used for operating margin measurement, as indicated in the table below. As a result of recent changes in BlackRock’s business, management has altered the way it views its operating margin, as adjusted. As such, the calculation of operating income, as adjusted, and operating margin, as adjusted, were modified in the second quarter 2007 primarily to adjust for costs associated with closed-end fund issuances and amortization of deferred sales costs, as shown below. Revenue used for operating margin, as adjusted, for all periods presented includes affiliated and unaffiliated portfolio administration and servicing costs. Certain prior period non-GAAP data has been reclassified to conform to the current presentation. Computations for all periods are derived from the Company’s condensed consolidated statements of income as follows:


	Three Months Ended									Three Months Ended									Six Months Ended June 30,
	March 31,						December 31,			June 30,						March 31,			Six Months Ended June 30,
	2008			2007			2007			2008			2007			2008			2008			2007
Operating income, GAAP basis	$	395,690		$	272,231		$	467,716		$	404,990		$	282,001		$	395,690		$	800,680		$	554,232
Non-GAAP adjustments:
PNC LTIP funding obligation		15,021			12,043			13,927			14,751			13,933			15,021			29,772			25,976
Merrill Lynch compensation contribution		2,500			2,500			2,500			2,500			2,500			2,500			5,000			5,000
MLIM integration costs		—			7,100			923			—			6,039			—			—			13,139
Quellos integration costs		—			—			320
Closed-end fund launch costs		3,739			13,152			766			5,388			19,801			3,739			9,127			32,953
Closed-end fund launch commissions		164			1,397			71
Closed-end fund commissions											—			4,297			164			164			5,694
Compensation expense related to (depreciation) appreciation on deferred compensation plans		(795	)		2,486			2,989			24,925			7,073			(795	)		24,129			9,559

Operating income, as adjusted	$	416,319		$	310,909		$	489,212
Operating income used for operating margin measurement										$	452,554		$	335,644		$	416,319		$	868,872		$	646,553

Revenue, GAAP basis	$	1,300,138		$	1,005,374		$	1,444,179		$	1,386,951		$	1,097,023		$	1,300,138		$	2,687,089		$	2,102,397
Non-GAAP adjustments:
Portfolio administration and servicing costs		(155,739	)		(131,086	)		(146,606	)		(153,618	)		(131,077	)		(155,739	)		(309,357	)		(262,163	)
Amortization of deferred sales costs		(30,208	)		(21,558	)		(29,057	)
Amortization of deferred mutual fund sales commissions											(33,422	)		(28,713	)		(30,208	)		(63,630	)		(50,271	)
Reimbursable property management compensation		(6,119	)		(6,642	)		(6,287	)		(6,341	)		(6,664	)		(6,119	)		(12,460	)		(13,306	)

Revenue used for operating margin measurement, as adjusted	$	1,108,072		$	846,088		$	1,262,229
Revenue used for operating margin measurement										$	1,193,570		$	930,569		$	1,108,072		$	2,301,642		$	1,776,657

Operating margin, GAAP basis		30.4	%		27.1	%		32.4	%		29.2	%		25.7	%		30.4	%		29.8	%		26.4	%

Operating margin, as adjusted		37.6	%		36.7	%		38.8	%		37.9	%		36.1	%		37.6	%		37.8	%		36.4	%

Management believes that operating margin, as adjusted, is an effective indicator of management’s ability to effectively employ BlackRock’s resources. As such, management believes that operating margin, as adjusted, provides useful disclosure to investors.

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PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

BlackRock, Inc.

Financial Highlights

(continued)

~~(a)~~

(a) (continued)

~~Management believes that~~Non-GAAP operating income ~~as adjusted, and~~adjustments used for operating margin, as adjusted, are effective indicators of management’s ability to effectively employ BlackRock’s resources. As such, management believes that operating income, as adjusted, and operating margin, as adjusted, provide useful disclosure to investors.

~~Non-GAAP Operating Income Adjustments:~~adjusted:

The portion of ~~the Long-Term Incentive Plan (“LTIP”)~~ expense associated with ~~awards~~certain Long-Term Incentive Plans (“LTIP”) that will be funded through the distribution to participants of shares of BlackRock common stock held by PNC and the anticipated Merrill Lynch compensation contribution have been excluded because, exclusive of the impact related to the exercise of LTIP participants’ put options primarily in the three months ended March 31, 2007, these charges do not impact BlackRock’s book value. MLIM ~~and Quellos~~ integration costs consist principally of certain professional fees, ~~and~~ rebranding costs ~~related to~~and compensation costs incurred in conjunction with the integration which were reflected in GAAP operating income. Integration ~~and acquisition~~ costs have been deemed non-recurring by management and have been excluded from operating income, as adjusted, to help ensure the comparability of this information to prior periods. Closed-end fund launch costs and commissions have been excluded from operating income, as adjusted, because such costs can fluctuate considerably and revenues associated with the expenditure of such costs will not fully impact the Company’s results until future periods. As such, management believes that operating margins exclusive of these costs are more representative of the operating performance for the respective periods. Compensation expense associated with appreciation (depreciation) on assets related to certain BlackRock deferred compensation plans has been excluded as returns on investments set aside for these plans are reported in non-operating income.

Non-GAAP ~~Revenue Adjustments:~~revenue adjustments used for operating margin, as adjusted:

Portfolio administration and servicing costs, paid to related parties and to other third parties, have been excluded from revenue used for operating margin, as adjusted, because the Company receives offsetting revenue and expense for these services. Amortization of deferred mutual fund sales ~~costs~~commissions are excluded from revenue used for operating margin measurement, as adjusted, because such costs, over time, offset distribution fee revenue earned by the Company. Reimbursable property management compensation represents compensation and benefits paid to ~~certain~~personnel of Metric Property Management, Inc. (“Metric”) a subsidiary of BlackRock Realty Advisors, Inc. (“Realty”) ~~personnel.~~. These employees are retained on ~~Realty’s~~Metric’s payroll when certain properties are acquired by Realty’s clients. The related compensation and benefits are fully reimbursed by Realty’s clients and have been excluded from revenue used for operating margin, as adjusted, because they bear no economic cost to BlackRock.

~~- 28 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~(b) BlackRock reports its financial results on a GAAP basis; however, management believes that evaluating the Company’s ongoing operating results may not be as useful if investors are limited to reviewing only GAAP-basis financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and for the reasons described below, considers them to be effective indicators, for both management and investors, of BlackRock’s financial performance over time. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

~~Overview (continued)~~

~~(b)~~

BlackRock reports its financial results on a GAAP basis; however, management believes that evaluating the Company’s ongoing operating results may not be as useful if investors are limited to reviewing only GAAP-basis financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and for the reasons described below, considers them to be effective indicators, for both management and investors, of BlackRock’s financial performance over time. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,				December 31,		June 30,				March 31,		June 30,
	2008		2007		2007		2008		2007		2008		2008		2007
Net income, GAAP basis	$	241,671	$	195,388	$	322,439	$	274,058	$	222,244	$	241,671	$	515,729	$	417,632
Non-GAAP adjustments, net of tax:
PNC LTIP funding obligation		9,764		7,708		8,913		9,588		8,917		9,764		19,352		16,625
Merrill Lynch compensation contribution		1,625		1,600		1,600		1,625		1,600		1,625		3,250		3,200
MLIM integration costs		—		4,544		591		—		3,865		—		—		8,409
Quellos integration costs		—		—		205

Net income, as adjusted	$	253,060	$	209,420	$	333,748	$	285,271	$	236,626	$	253,060	$	538,331	$	445,866

Diluted weighted average shares outstanding ^(c)		132,876,553		131,895,570		132,578,679		133,526,713		131,383,470		132,876,553		133,189,957		131,580,121

Diluted earnings per share, GAAP basis^(c)	$	1.82	$	1.48	$	2.43	$	2.05	$	1.69	$	1.82	$	3.87	$	3.17

Diluted earnings per share, as adjusted^(c)	$	1.90	$	1.59	$	2.52	$	2.14	$	1.80	$	1.90	$	4.04	$	3.39

Management believes that net income, as adjusted, and diluted earnings per share, as adjusted, are effective measurements of BlackRock’s profitability and financial performance. The portion of the LTIP expense associated with awards that will be funded through the distribution to participants of shares of BlackRock common stock held by PNC and the anticipated Merrill Lynch compensation contribution have been excluded from net income, as adjusted, and diluted earnings per share, as adjusted, because, exclusive of the impact related to the exercise of LTIP participants’ put options, primarily in the three months ended March 31, 2007, these charges do not impact BlackRock’s book value. MLIM ~~and Quellos~~ integration costs reflected in GAAP net income have been deemed non-recurring by management and have been excluded from net income, as adjusted, and diluted earnings per share, as adjusted, to help ensure the comparability of this information to prior reporting periods. Integration costs consist principally of certain professional fees, rebranding costs and ~~rebranding~~compensation costs incurred in conjunction with the ~~integrations.~~integration.

(c)	Series A non-voting participating preferred stock is considered to be common stock for purposes of earnings per share calculations.

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PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

BlackRock has portfolio managers located around the world, including the United States, the United Kingdom, The Netherlands, Japan, Hong Kong and Australia. The Company provides a wide array of taxable and tax-exempt fixed income, equity and balanced mutual funds and separate accounts, as well as a wide assortment of index-based equity and alternative investment products to a diverse global clientele. BlackRock provides global advisory services for mutual funds and other non-U.S. equivalent retail products. The Company’s non-U.S. mutual funds are based in a number of domiciles and cover a range of asset classes, including cash management, fixed income and equities. The primary retail fund group offered outside the United States is the BlackRock Global Funds (“BGF”), which was formerly the Merrill Lynch International Investment Funds (“MLIIF”)~~, which~~ and was rebranded in April ~~2008 and subsequently named BlackRock Global Funds (“BGF”), which~~2008. BGF is authorized for distribution in more than 35 jurisdictions worldwide. In the United States, the primary retail offerings include ~~a wide variety of~~various open-end and closed-end funds. Additional fund offerings include structured products, real estate funds, hedge funds, hedge funds of funds, private equity funds and funds of funds, managed futures funds and exchange funds. These products are sold to both U.S. and non-U.S. high net worth, retail and institutional investors in a wide variety of active and passive strategies covering both equity and fixed income assets.

BlackRock’s client base consists of financial institutions and other corporate clients, pension funds, high net worth individuals and retail investors around the world. BlackRock maintains a significant sales and marketing presence both inside and outside the United States that is focused on establishing and maintaining retail and institutional investment management relationships by marketing its services to retail and institutional investors directly and through financial professionals, pension consultants and establishing third-party distribution relationships. BlackRock also distributes ~~certain~~a significant amount of its products and services through Merrill ~~Lynch.~~Lynch under a Global Distribution Agreement, which was amended and restated in July 2008, to among other things provide for an extension which runs through September 29, 2013. See Note 13, Subsequent Events, to the Company’s condensed consolidated financial statements contained in Part I, Item 1 of this filing for further discussion.

BlackRock derives a substantial portion of its revenue from investment advisory and administration base fees, which are recognized as the services are performed. Such fees are primarily based on pre-determined percentages of the market value of AUM, percentages of committed capital during investment periods of certain products, or, in the case of certain real estate equity separate accounts, net operating income generated by the underlying properties, and are affected by changes in AUM, including market appreciation or depreciation, foreign exchange gains or losses and net subscriptions or redemptions. Net subscriptions or redemptions represent the sum of new client assets, additional fundings from existing clients (including dividend reinvestment), withdrawals of assets from, and termination of, client accounts and purchases and redemptions of mutual fund shares. Market appreciation or depreciation includes current income earned on, and changes in the fair value of, securities held in client accounts.

Investment advisory agreements for certain separate accounts and BlackRock’s alternative investment products provide for performance fees in addition to fees based on AUM. ~~Performance~~Investment advisory performance fees generally are earned after a given period of time or when investment performance exceeds acertain contractual ~~threshold.~~thresholds. As such, the timing of recognition of performance fees may increase the volatility of BlackRock’s revenue and earnings.

BlackRock provides a variety of risk management, investment analytic, ~~and~~ investment system and financial markets advisory services to financial institutions, pension funds, asset managers, foundations, consultants, mutual fund sponsors, real estate investment trusts and government agencies. These services are provided under the brand nameBlackRock Solutions^® and include a wide array of risk management services, valuation of illiquid securities, disposition and workouts, strategic planning and execution, and enterprise investment system outsourcing tofor clients. Fees earned forBlackRock Solutions services, which include financial market advisory services, are based on ~~a number~~some, or all, of ~~factors including pre-determined~~the following methods: (i) fixed fees, (ii) percentages of ~~the market value~~various attributes of advisory assets ~~subject to the services~~under management and ~~the number of individual investment accounts, or fixed fees. Fees earned on risk management, investment analytic and investment system assignments~~(iii) performance fees if contractual thresholds are met.BlackRock Solutions fees are recorded as other revenue in the condensed consolidated statements of income.

- 3032 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview (continued)

Operating expenses reflect employee compensation and benefits, portfolio administration and servicing costs, amortization of deferred mutual fund sales commissions, general and administration expense and amortization of intangible assets. Employee compensation and benefits expense reflects salaries, deferred and incentive compensation, stock-based compensation and related benefit costs. Portfolio administration and servicing costs reflect payments made to Merrill Lynch-affiliated entities under the Global Distribution Agreement and to PNC-affiliated entities, as well as third parties, primarily associated with the administration and servicing of client investments in certain BlackRock products.

Assets Under Management

BlackRock, Inc.

Assets Under Management Summary

(Dollar amounts in millions)


										Variance						June 30,			March 31,			June 30, 2007			Variance
	March 31, 2008			December 31,			March 31,			Quarter to Quarter			Year to Year			June 30,					Quarter to Quarter					Year to Year
			2007							Quarter to Quarter			Year to Year		2008						Quarter to Quarter
Fixed income	March 31, 2008	$	514,673		$	513,020		$	470,513		0.3	%		9.4	%		$	527,186	March 31,		$	514,673		$	492,287	Year to Year	2.4	%	7.1	%
Equity and balanced		426,935			459,182			402,983		(7.0	)%		5.9	%			435,676			426,935			435,873		2.0	%	0.0	%
Cash management		349,208			313,338			244,838		11.4	%		42.6	%			344,944			349,208			259,840		(1.2	)%	32.8	%
Alternative investments		73,620			71,104			35,830		3.5	%		105.5	%
Alternative investments products																	76,103			73,620			42,086		3.4	%	80.8	%

Sub Total																	1,383,909			1,364,436			1,230,086		1.4	%	12.5	%
Advisory¹																	43,634			—			—		NM		NM

Total	$	1,364,436		$	1,356,644		$	1,154,164		0.6	%		18.2	%		$	1,427,543		$	1,364,436		$	1,230,086		4.6	%	16.1	%

AUM increased approximately $7.8 billion, or 0.6%, to $1.364 trillion at March 31, 2008, compared to $1.357 trillion at December 31, 2007. The growth in AUM was attributable to $35.2 billion in net subscriptions and $10.2 billion in foreign exchange gains, offset by $37.6 billion in net market depreciation. Net subscriptions of $35.2 billion for the three months ended March 31, 2008 was the result of net new business of $35.1 billion in cash management products and $3.3 billion in alternative products, partially offset by net redemptions of $2.9 billion in fixed income products and $0.3 billion in equity and balanced products. Foreign exchange gains of $10.2 billion consisted primarily of $6.1 billion in equity and balanced assets, $3.2 billion in fixed income assets and $0.5 billion in alternative products. Market depreciation of $37.6 billion primarily reflected depreciation in equity and balanced assets of $38.1 billion, as equity markets declined during the three months ended March 31, 2008.

¹	Advisory AUM represents long-term portfolio liquidation assignments.

AUM increased approximately $210.3 billion, or 18.2%, to $1.364 trillion at March 31, 2008, compared with $1.154 trillion at March 31, 2007. The growth in AUM was attributable to $158.4 billion in net subscriptions, $21.9 billion acquired in the Quellos Transaction, $21.2 billion in foreign exchange gains and $8.8 billion in net market appreciation. Net subscriptions of $158.4 billion for the twelve months ended March 31, 2008 were attributable to net new business of $102.0 billion in cash management products, $21.6 billion in equity and balanced products, $20.7 billion in fixed income products and $14.1 billion in alternative investment products. Foreign exchange gains of $21.2 billion consisted primarily of $13.2 billion in equity and balanced assets and $6.5 billion in fixed income assets. Market appreciation of $8.8 billion largely reflected appreciation on fixed income products of $16.9 billion due to current income and changes in market interest rates, partially offset by market depreciation in equity and balanced assets of $10.8 billion, as equity markets declined during the three months ended March 31, 2008.NM – Not Meaningful

- 3133 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Assets Under Management (continued)

AUM increased approximately $63.1 billion, or 4.6%, to $1.428 trillion at June 30, 2008, compared to $1.364 trillion at March 31, 2008. The growth in AUM was attributable to $63.2 billion in net subscriptions and $1.5 billion in net market appreciation, partially offset by $1.7 billion in foreign exchange losses. Net subscriptions of $63.2 billion for the three months ended June 30, 2008 was the result of net new business of $43.6 billion in advisory assignments, $16.7 billion in fixed income products primarily related to targeted duration products, $6.0 billion in equity and balanced products primarily related to global allocation products and $1.5 billion in alternative products, partially offset by net redemptions of $4.6 billion in cash management products at quarter-end. Net market appreciation of $1.5 billion included $3.7 billion of appreciation in equity and balanced assets primarily in sector funds, including natural resources funds. Foreign exchange losses of $1.7 billion consisted primarily of $0.9 billion in equity and balanced assets, $0.6 billion in fixed income assets and $0.1 billion in alternative products.

AUM increased approximately $197.5 billion, or 16.1%, to $1.428 trillion at June 30, 2008, compared with $1.230 trillion at June 30, 2007. The growth in AUM was attributable to $170.2 billion in net subscriptions, of which $21.9 billion was acquired in the Quellos Transaction and $16.9 billion represents foreign exchange gains, partially offset by $11.5 billion in net market depreciation. Net subscriptions of $170.2 billion for the twelve months ended June 30, 2008 were attributable to net new business of $82.9 billion in cash management products, $43.6 billion in advisory assets, $19.7 billion in equity and balanced products, $13.4 billion in fixed income products and $10.6 billion in alternative investment products. Foreign exchange gains of $16.9 billion consisted primarily of $10.4 billion in equity and balanced assets and $5.3 billion in fixed income assets. Market depreciation of $11.5 billion was more than explained by the depreciation in equity and balanced assets of $30.2 billion, as equity markets declined during the twelve months ended June 30, 2008, partially offset by appreciation on fixed income products of $16.1 billion due to current income and changes in market interest rates.

The following table presents the component changes in BlackRock’s AUM for the three months ended ~~March 31,~~June 30, 2008.

BlackRock, Inc.

Component Changes in Assets Under Management

For the Quarter Ended ~~March 31,~~June 30, 2008

(Dollar amounts in millions)


													March 31, 2008		Net subscriptions (redemptions)			Market appreciation (depreciation)				Foreign exchange ¹				June 30, 2008
	December 31, 2007		Net subscriptions (redemptions)			Market appreciation (depreciation)			Foreign Exchange¹		March 31, 2008		March 31, 2008		Net subscriptions (redemptions)							Foreign exchange ¹				June 30, 2008
Fixed income	$	513,020	$	(2,935	)	$	1,347		$	3,241	$	514,673	$	514,673	$	16,732		Market appreciation (depreciation)		$	(3,610	)		$	(609	)		$	527,186
Equity and balanced		459,182		(319	)		(38,054	)		6,126		426,935		426,935		5,963			3,701				(923	)			435,676
Cash management		313,338		35,144			424			302		349,208		349,208		(4,601	)		338				(1	)			344,944
Alternative investments		71,104		3,323			(1,332	)		525		73,620
Alternative investment products														73,620		1,508			1,095				(120	)			76,103

Sub Total														1,364,436		19,602			1,524				(1,653	)			1,383,909
Advisory²														—		43,634			—				—				43,634

Total	$	1,356,644	$	35,213		$	(37,615	)	$	10,194	$	1,364,436	$	1,364,436	$	63,236		$	1,524			$	(1,653	)		$	1,427,543

¹	Foreign exchange reflects the impact of converting non-dollar denominated AUM into U.S. dollars for reporting.

²	Advisory AUM represents long-term portfolio liquidation assignments.

- 34 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Assets Under Management (continued)

The following table presents the component changes in BlackRock’s AUM for the six months ended June 30, 2008.

BlackRock, Inc.

Component Changes in Assets Under Management

For the Six Months Ended June 30, 2008

(Dollar amounts in millions)


	December 31, 2007		Net subscriptions (redemptions)		Market appreciation (depreciation)			Foreign exchange ¹		June 30, 2008
	December 31, 2007		Net subscriptions (redemptions)		Market appreciation (depreciation)			Foreign exchange ¹		June 30, 2008
Fixed income	$	513,020	$	13,797	$	(2,264	)	$	2,633	$	527,186
Equity and balanced		459,182		5,644		(34,353	)		5,203		435,676
Cash management		313,338		30,543		762			301		344,944
Alternative investment products		71,104		4,830		(236	)		405		76,103

Sub Total		1,356,644		54,814		(36,091	)		8,542		1,383,909
Advisory²		—		43,634		—			—		43,634

Total	$	1,356,644	$	98,448	$	(36,091	)	$	8,542	$	1,427,543

¹	Foreign exchange reflects the impact of converting non-dollar denominated AUM into U.S. dollars for reporting.

²	Advisory AUM represents long-term portfolio liquidation assignments.

The following table presents the component changes in BlackRock’s AUM for the twelve months ended ~~March 31,~~June 30, 2008.

BlackRock, Inc.

Component Changes in Assets Under Management

For the Twelve Months Ended ~~March 31,~~June 30, 2008

(Dollar amounts in millions)


														June 30, 2007		Net subscriptions (redemptions)			Acquisition ¹			Market appreciation (depreciation)				Foreign exchange ²			June 30, 2008
	March 31, 2007		Net subscriptions (redemptions)		Acquisition¹		Market appreciation (depreciation)			Foreign Exchange²		March 31, 2008		June 30, 2007					Acquisition ¹			Market appreciation (depreciation)				Foreign exchange ²			June 30, 2008
Fixed income	$	470,513	$	20,717	$	—	$	16,938		$	6,505	$	514,673	$	492,287	Net subscriptions (redemptions)		$	13,411		$	—		$	16,147			$	5,341		$	527,186
Equity and balanced		402,983		21,558		—		(10,796	)		13,190		426,935		435,873		19,653			—			(30,209	)			10,359			435,676
Cash management		244,838		102,028		—		1,693			649		349,208		259,840		82,914			—			1,632				558			344,944
Alternative investments		35,830		14,115		21,868		960			847		73,620
Alternative investment products															42,086		10,603			21,868			949				597			76,103

Sub Total															1,230,086		126,581			21,868			(11,481	)			16,855			1,383,909
Advisory³															—		43,634			—			—				—			43,634

Total	$	1,154,164	$	158,418	$	21,868	$	8,795		$	21,191	$	1,364,436	$	1,230,086	$	170,215		$	21,868		$	(11,481	)		$	16,855		$	1,427,543

¹	Data reflects net assets acquired in the Quellos Transaction on October 1, 2007.

²	Foreign exchange reflects the impact of converting non-dollar denominated AUM into U.S. dollars for reporting.

³	Advisory AUM represents long-term portfolio liquidation assignments.

- 3235 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended ~~March 31,~~June 30, 2008, as compared with the three months ended ~~March 31,~~June 30, 2007.

Revenue


	Three Months Ended March 31,				Variance					Three Months Ended June 30,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount			%		2008		2007		Amount			%
Investment advisory and administration fees:
Fixed income	$	221,503	$	218,723	$	2,780		1.3	%	$	234,048	$	221,931	$	12,117		5.5	%
Equity and balanced		602,627		469,031		133,596		28.5	%		601,311		529,046		72,265		13.7	%
Cash management		174,554		115,389		59,165		51.3	%		183,505		120,189		63,316		52.7	%
Alternative investments		134,194		70,365		63,829		90.7	%
Alternative investment products											142,493		79,444		63,049		79.4	%

Investment advisory and administration base fees		1,132,878		873,508		259,370		29.7	%		1,161,357		950,610		210,747		22.2	%
Fixed income		1,222		1,506		(284	)	(18.9	)%		494		1,110		(616	)	(55.5	)%
Equity and balanced		38,011		9,105		28,906		317.5	%		29,494		6,940		22,554		325.0	%
Alternative investments		2,310		11,807		(9,497	)	(80.4	)%
Alternative investment products											27,091		17,670		9,421		53.3	%

Investment advisory performance fees		41,543		22,418		19,125		85.3	%		57,079		25,720		31,359		121.9	%

Total investment advisory and administration fees		1,174,421		895,926		278,495		31.1	%		1,218,436		976,330		242,106		24.8	%

Distribution Fees		35,319		24,820		10,499		42.3	%
Distribution fees											33,683		32,867		816		2.5	%

Other revenue:
BlackRock Solutions		59,665		42,314		17,351		41.0	%		99,701		46,296		53,405		115.4	%
Other revenue		30,733		42,314		(11,581	)	(27.4	)%		35,131		41,530		(6,399	)	(15.4	)%

Total other revenue		90,398		84,628		5,770		6.8	%		134,832		87,826		47,006		53.5	%

Total revenue	$	1,300,138	$	1,005,374	$	294,764		29.3	%	$	1,386,951	$	1,097,023	$	289,928		26.4	%

Total revenue for the three months ended ~~March 31,~~June 30, 2008 increased ~~$294.8~~$289.9 million, or ~~29.3%~~26.4%, to ~~$1,300.1~~$1,387.0 million, compared with ~~$1,005.4~~$1,097.0 million for the three months ended ~~March 31,~~June 30, 2007. ~~Total~~The $289.9 million increase was primarily the result of a $242.1 million increase in investment advisory and administration fees ~~increased $278.5~~and a $47.0 million ~~or 31.1~~%,to $1,174.4 million for the three months ended March 31, 2008, compared with $895.9 million for the three months ended March 31, 2007. Distribution fees increased by $10.5 million to $35.3 million for the three months ended March 31, 2008 compared with $24.8 million for the three months ended March 31, 2007. Other revenue increased by $5.8 million, or 6.8%, to $90.4 million for the three months ended March 31, 2008, compared with $84.6 million for the three months ended March 31, 2007.increase in total other revenue.

- 3336 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended ~~March 31,~~June 30, 2008, as compared with the three months ended ~~March 31,~~June 30, 2007. (continued)

Revenue (continued)

Investment Advisory and Administration Fees

The increase in investment advisory and administration fees of ~~$278.5~~$242.1 million, ~~or 31.1%,~~ was the result of an increase in investment advisory and administration base fees of ~~$259.4~~$210.7 million, or ~~29.7%~~22.2%, to ~~$1,132.9~~$1,161.4 million for the three months ended ~~March 31,~~June 30, 2008, compared with ~~$873.5~~$950.6 million for the three months ended ~~March 31,~~June 30, 2007, and an increase of ~~$19.1~~$31.4 million in performance fees. Investment advisory and administration base fees increased infor the three months ended ~~March 31,~~June 30, 2008 primarily as a result of increased average AUM across all asset types ~~of $210.3 billion~~ over the past twelve months.

The increase in investment advisory and administration base fees of ~~$259.4~~$210.7 million for the three months ended ~~March 31,~~June 30, 2008, compared with the three months ended ~~March 31,~~June 30, 2007 consisted of increases of ~~$133.6~~$72.3 million in equity and balanced products, ~~$63.8 million in alternative products, $59.2~~$63.3 million in cash management products, $63.0 million in alternative investment products and ~~$2.8~~$12.1 million in fixed income products. The increase in investment advisory and administration base fees ~~for equity and balanced, alternative products, cash management and fixed income~~ was driven by increases in average AUM in each asset class, which includes the impact of ~~$23.9 billion, $37.8 billion, $104.4 billion and $44.2 billion, respectively, over~~ the ~~past twelve months.~~AUM acquired in the Quellos Transaction, for the three months ended June 30, 2008 as compared to the three months ended June 30, 2007.

~~Performance~~Investment advisory performance fees increased by ~~$19.1~~$31.4 million, or ~~85.3%~~121.9%, to ~~$41.5~~$57.1 million for the three months ended ~~March 31,~~June 30, 2008, as compared to ~~$22.4~~$25.7 million for the three months ended ~~March 31,~~June 30, 2007, primarily as a result of higher investment advisory performance fees in international equity separate ~~accounts.~~

~~Distribution Fees~~

Distribution fees increased by $10.5 million to $35.3 million for the three months ended March 31, 2008, as compared to $24.8 million for the three months ended March 31, 2007. The increase in distribution fees is primarily the result of the acquisition of distribution financing arrangements from PNC in second quarter 2007.accounts and other investment products including equity hedge funds and real estate debt funds.

Other Revenue

~~Other~~Total other revenue of ~~$90.4~~$134.8 million for the quarter ended ~~March 31,~~June 30, 2008 increased ~~$5.8~~$47.0 million, or 53.5%, compared with the quarter ended ~~March 31,~~June 30, 2007. ~~Other~~Total other revenue primarily represents fees earned onBlackRock Solutions products and services of ~~$59.7~~$99.7 million, net interest related to securities lending of $10.5 million, property management fees of $9.1 million earned on real estate products (primarily related to reimbursement of the salaries and benefits of certain ~~Realty~~Metric employees from certain real estate products), and unit trust sales ~~fees~~commissions of ~~$7.3 million and fees related to securities lending of $7.1~~$6.7 million.

The increase in other revenue of ~~$5.8~~$47.0 million ~~or 6.8%,~~ for the three months ended ~~March 31,~~June 30, 2008, as compared to the three months ended ~~March 31,~~June 30, 2007, was primarily the result of an increase of ~~$17.4~~$53.4 million fromBlackRock Solutions products and services driven by ~~new~~additional advisory and Aladdin^® ~~and advisory~~ assignments, partially offset by a decrease in fees earned for fund accounting of ~~$9.0 million and $4.5 million~~$6.5 million. A portion of the revenue earned on ~~unit trust sales.~~advisory assignments was comprised of both ongoing fees based on AUM of the respective portfolio assignments and one-time advisory and portfolio structuring fees.

- 3437 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended ~~March 31,~~June 30, 2008, as compared with the three months ended ~~March 31,~~June 30, 2007. (continued)

Expenses


	Three Months Ended March 31,				Variance				Three Months Ended June 30,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount		%		2008		2007		Amount			%
Expenses:
Employee compensation and benefits	$	468,949	$	347,302	$	121,647	35.0	%	$	551,954	$	408,773	$	143,181		35.0	%
Portfolio administration and servicing costs		155,739		131,086		24,653	18.8	%		153,618		131,077		22,541		17.2	%
Amortization of deferred sales commissions		30,208		21,558		8,650	40.1	%
Amortization of deferred mutual fund sales commissions										33,422		28,713		4,709		16.4	%
General and administration		212,983		202,165		10,818	5.4	%		206,395		215,384		(8,989	)	(4.2	)%
Amortization of intangible assets		36,569		31,032		5,537	17.8	%		36,572		31,075		5,497		17.7	%

Total expenses	$	904,448	$	733,143	$	171,305	23.4	%	$	981,961	$	815,022	$	166,939		20.5	%

Total expenses increased ~~$171.3~~$166.9 million, or ~~23.4%~~20.5%, to ~~$904.4~~$982.0 million for the three months ended ~~March 31,~~June 30, 2008, compared with ~~$733.1~~$815.0 million for the three months ended ~~March 31,~~June 30, 2007. The increase was attributable to increases in employee compensation and benefits, portfolio and administration and servicing costs, amortization of finite-lived intangible assets and amortization of deferred mutual fund sales commissions, partially offset by a decrease in general and administration expenses. The three months ended ~~March 31,~~June 30, 2007 included ~~$7.1~~$6.0 million of integration charges related to the MLIM ~~Transaction. These charges~~Transaction, which were primarily recorded in general and administration ~~in 2007.~~expense.

Employee Compensation and Benefits

Employee compensation and benefits expense increased by ~~$121.6~~$143.2 million, or 35.0%, to ~~$468.9 million, at March 31, 2008, compared to $347.3~~$552.0 million for the three months ended ~~March 31,~~June 30, 2008, compared to $408.8 million for the three months ended June 30, 2007. The increase in employee compensation and benefits expense was ~~primarily~~ attributable to increases in incentive compensation, salaries and benefits, deferred compensation and stock-based compensation of ~~$57.8~~$68.4 million, ~~$27.4~~$38.4 million, $23.1 million and ~~$28.5~~$13.3 million, respectively. The ~~$57.8~~$68.4 million increase in incentive compensation was primarily attributable to higher operating income and direct incentives associated with higher performance fees earned on the Company’s alternative investment products. The increase of ~~$27.4~~$38.4 million in salaries and benefits was primarily due to higher staffing levels associated with business growth and the Quellos Transaction. ~~Employees~~Full time employees (including employees of ~~Metric Property Management, Inc. (“Metric”))~~Metric) at ~~March 31,~~June 30, 2008 totaled ~~6,024~~6,069 as compared to ~~5,227~~5,315 at ~~March 31,~~June 30, 2007. Deferred compensation increased $23.1 million primarily due to appreciation on assets related to certain deferred compensation plans, which is substantially offset by gains on certain investments included in non-operating income. Stock-based compensation increased ~~$28.5~~$13.3 million primarily due to additional grants of stock awards in the first quarter 2008.

Portfolio Administration and Servicing Costs

Portfolio administration and servicing costs increased ~~$24.7~~$22.5 million to ~~$155.7~~$153.6 million ~~during~~for the three months ended ~~March 31,~~June 30, 2008, compared to $131.1 million for the three months ended ~~March 31,~~June 30, 2007. These costs include payments to ~~third parties,~~Merrill Lynch under the Global Distribution Agreement, and payments to PNC as well as ~~payments to Merrill Lynch and PNC,~~other third parties, primarily associated with the administration and servicing of client investments in certain BlackRock products. The $22.5 million increase relates primarily to higher levels of average AUM in open-end funds, cash management products, as well as alternative products. Portfolio administration and servicing costs for the three months ended ~~March 31,~~June 30, 2008 included ~~$121.9~~$118.1 million of costs ~~payable~~attributable to Merrill Lynch and affiliates and ~~$8.2~~$8.6 million of costs ~~payable~~attributable to PNC and ~~affiliates.~~affiliates as compared to $107.7 million and $6.9 million, respectively, in the three months ended June 30, 2007.

- 3538 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended ~~March 31,~~June 30, 2008, as compared with the three months ended ~~March 31,~~June 30, 2007. (continued)

Expenses (continued)

Amortization of Deferred Mutual Fund Sales Commissions

Amortization of deferred mutual fund sales commissions increased by ~~$8.7~~$4.7 million to ~~$30.2~~$33.4 million for the three months ended ~~March 31,~~June 30, 2008, as compared to ~~$21.6~~$28.7 million for the three months ended ~~March 31,~~June 30, 2007. The increase in amortization of deferred mutual fund sales commissions was primarily the result of ~~the acquisition~~higher sales of ~~distribution financing arrangements from PNC in second quarter 2007.~~certain share classes of open-ended funds.

General and Administration Expense


	Three Months Ended March 31,				Variance					Three Months Ended June 30,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount			%		2008		2007		Amount			%
General and administration expense:
Marketing and promotional	$	41,454	$	40,870	$	584		1.4	%	$	45,053	$	42,324	$	2,729		6.4	%
Portfolio services		41,175		37,729		3,446		9.1	%		46,323		37,994		8,329		21.9	%
Occupancy		33,308		33,231		77		0.2	%		34,425		28,438		5,987		21.1	%
Technology		30,888		28,438		2,450		8.6	%		30,266		33,205		(2,939	)	(8.9	)%
Professional services		22,401		23,527		(1,126	)	(4.8	)%		18,469		21,944		(3,475	)	(15.8	)%
Closed-end fund launch costs		3,739		13,152		(9,413	)	(71.6	)%		5,388		19,801		(14,413	)	(72.8	)%
Other general and administration		40,018		25,218		14,800		58.7	%		26,471		31,678		(5,207	)	(16.4	)%

Total general and administration expense	$	212,983	$	202,165	$	10,818		5.4	%	$	206,395	$	215,384	$	(8,989	)	(4.2	)%

General and administration ~~expense increased $10.8~~expenses decreased $9.0 million or ~~5.4%,~~4.2% for the three months ended ~~March 31,~~June 30, 2008 compared with the three months ended June 30, 2007. Closed-end fund launch costs decreased $14.4 million as compared to ~~$213.0~~the three months ended June 30, 2007 due to a closed-end fund launched during the second quarter 2007, which generated $2.0 billion in AUM as compared to one alternative asset fund launched on the London Stock Exchange in the three months ended June 30, 2008, which generated approximately $300 million in AUM. Other general and administration expense decreased $5.2 million, or 16.4%, to $26.5 million, primarily related to a $6.4 million decline in foreign currency remeasurement losses. Professional services decreased $3.5 million, or 15.8%, to $18.5 million compared to ~~$202.2~~$21.9 million for the three months ended ~~March 31,~~June 30, 2007 primarily due to decreased consulting costs related to the MLIM integration in 2007. Portfolio services costs increased by $8.3 million, or 21.9%, to $46.3 million primarily as a result of the Company incurring additional portfolio service expenses related to certain funds. The increase in ~~general and administration~~this fund-related expense was due to increases in portfolio services costs of $3.4 million, technology expense of $2.5 million, marketing and promotional expense of $0.6 million and other general and administration costs of $14.8 million, partiallyis more than offset by higher administration fee revenue earned on the funds. Occupancy expenses increased by $6.0 million, or 21.1%, to $34.4 million, as a ~~reduction in closed-end fund launch costs~~result of ~~$9.4 million and professional services~~an increase of ~~$1.1 million.~~offices worldwide, including the impact of the Quellos Transaction.

- 3639 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended ~~March 31,~~June 30, 2008, as compared with the three months ended ~~March 31,~~June 30, 2007. (continued)

~~Expenses (continued)~~

Portfolio services costs increased by $3.4 million to $41.2 million and relates to supporting higher AUM levels and increased trading activities. Technology expenses increased $2.5 million, or 8.6%, to $30.9 million compared to $28.4 million for the three months ended March 31, 2007 primarily due to a $6.6 million increase in hardware and software costs, which include licensing, maintenance and depreciation expense, partially offset by a $4.6 million decrease in technology consulting expenses. Other general and administration costs increased by $14.8 million to $40.0 million from $25.2 million, primarily related to $10.4 million of incremental foreign currency remeasurement costs and $2.8 million of incremental communication costs. Closed-end fund launch costs totaled $3.7 million for the three months ended March 31, 2008 relating to one new closed-end fund launched during the period, which raised approximately $127.4 million in AUM. Closed-end fund launch costs for the three months ended March 31, 2007 totaled $13.2 million relating to one new closed-end fund launched during the period, which generated $764.8 million in AUM. Professional services decreased $1.1 million, or 4.8%, to $22.4 million compared to $23.5 million for the three months ended March 31, 2007 primarily due to decreased consulting costs related to the MLIM integration in 2007.

Amortization of Intangible Assets

The $5.5 million increase in amortization of intangible assets to $36.6 million for the three months ended ~~March 31,~~June 30, 2008, compared to ~~$31.0~~$31.1 million for the three months ended ~~March 31,~~June 30, 2007, primarily reflects amortization of finite-lived intangible assets acquired in the Quellos ~~Transactions.~~Transaction.

Non-Operating Income, Net of Non-Controlling ~~Interest~~Interests

Non-operating income, net of non-controlling ~~interest~~interests, for the three months ended ~~March 31,~~June 30, 2008 and 2007 was as follows:

   Three Months Ended
March 31, Variance
(Dollar amounts in thousands)    2008 2007 Amount %
Total non-operating income
   $ (18,528 ) $ 157,731 $ (176,259 ) (111.7 )%
Non-controlling interest
   (5,360 ) (124,668 ) 119,308 (95.7 )%

Total non-operating income, net of non-controlling interest
   $ (23,888 ) $ 33,063 $ (56,951 ) (172.2 )%

~~- 37 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

~~Operating results for the three months ended March 31, 2008, as compared with the three months ended March 31, 2007. (continued)~~


	Three Months Ended June 30,						Variance
*(Dollar amounts in thousands)*	2008			2007			Amount			%
Total non-operating income	$	(3,263	)	$	213,718		$	(216,981	)	(101.5	)%
Non-controlling interests		19,900			(148,463	)		168,363		113.4	%

Total non-operating income, net of non-controlling interests	$	16,637		$	65,255		$	(48,618	)	(74.5	)%

The components of non-operating income, net of non-controlling ~~interest,~~interests, for the three months ended ~~March 31,~~June 30, 2008 and 2007 were as follows:


	Three Months Ended March 31,						Variance					Three Months Ended June 30,						Variance
*(Dollar amounts in thousands)*	2008			2007			Amount			%		2008			2007			Amount			%
Non-operating income, net of non-controlling interest:
Net gain (loss) on investments, net of non-controlling interest:
Non-operating income, net of non-controlling interests:
Net gain (loss) on investments, net of non-controlling interests:
Private equity	$	8,061		$	10,267		$	(2,206	)	(21.5	)%	$	1,696		$	32,636		$	(30,940	)	(94.8	)%
Real estate		(13,936	)		(1,164	)		(12,772	)	NM			(8,455	)		3,621			(12,076	)	(333.5	)%
Hedge funds/funds of hedge funds		(15,882	)		8,650			(24,532	)	(283.6	)%		11,664			8,785			2,879		32.8	%
Other investments¹		(3,092	)		7,939			(11,031	)	(138.9	)%		15,190			16,698			(1,508	)	(9.0	)%

Total net gain (loss) on investments, net of non-controlling interest		(24,849	)		25,692			(50,541	)	(196.7	)%
Total net gain on investments, net of non-controlling interests													20,095			61,740			(41,645	)	(67.5	)%
Other non-controlling interest²													(662	)		—			(662	)	NM
Interest and dividend income		18,339			18,357			(18	)	(0.1	)%		13,924			13,738			186		1.4	%
Interest expense		(17,378	)		(10,986	)		(6,392	)	58.2	%		(16,720	)		(10,223	)		(6,497	)	63.6	%

Total non-operating income, net of non-controlling interest	$	(23,888	)	$	33,063		$	(56,951	)	(172.2	)%
Total non-operating income, net of non-controlling interests												$	16,637		$	65,255		$	(48,618	)	(74.5	)%

NM – Not Meaningful

¹	Includes investment income related to equity and fixed income investments, collateralized debt obligations (“CDOs”), deferred compensation arrangements and BlackRock’s seed capital hedging program.

²	Includes non-controlling interest related to operating entities (non-investment activities).

- 40 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended June 30, 2008, as compared with the three months ended June 30, 2007. (continued)

Non-Operating Income, Net of Non-Controlling ~~Interest~~Interests (continued)

Non-operating income, net of non-controlling ~~interest,~~interests, decreased ~~$57.0~~$48.6 million to ~~a loss of $23.9~~$16.6 million for the quarter ended ~~March 31,~~June 30, 2008, as compared to ~~income of $33.1~~$65.3 million for the quarter ended ~~March 31, 2007, as~~June 30, 2007. The decrease in net non-operating income of $48.6 million primarily reflects a ~~result of a $24.8~~$30.9 million decline in net ~~loss~~investment gains from co-investments in private equity products and $12.1 million related to declines in valuations on ~~investments~~co-investments in real estate products. In addition, net interest expense increased $6.3 million compared ~~with a net gain on investments of $25.7 million in first~~to second quarter 2007 ~~and a $6.4 million increase in interest expense related~~due primarily to the issuance of long-term debt in September 2007. The net loss on investments, net of non-controlling interest, in 2008 was primarily due to a decline in valuations from seed investments and co-investments in private equity products, real estate equity products, hedge funds/funds of hedge funds and other investments.

Income Taxes

Income tax expense was ~~$130.1~~$147.6 million and ~~$109.9~~$125.0 million for the three months ended ~~March 31,~~June 30, 2008 and 2007, ~~respectively, representing~~respectively. The effective income tax ~~rates of~~rate was 35.0% ~~and~~for the three months ended June 30, 2008 as compared to 36.0%~~, respectively.~~ for the three months ended June 30, 2007. The ~~reduction in the effective tax rate is~~decrease was primarily due to the ~~geographic~~ mix of ~~earnings~~pre-tax income and tax legislation changes enacted in the third quarter 2007 in the United Kingdom that reduced corporate income tax rates in 2008.

~~- 38 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

~~Operating results for the three months ended March 31, 2008, as compared with the three months ended March 31, 2007. (continued)~~

Net Income

Net income totaled ~~$241.7~~$274.1 million, or ~~$1.82~~$2.05 per diluted share, for the three months ended ~~March 31,~~June 30, 2008, which was an increase of ~~$46.3~~$51.8 million, or ~~$0.34~~$0.36 per diluted share, compared to the three months ended ~~March 31,~~June 30, 2007. Net income for the quarter ended ~~March 31,~~June 30, 2008 includes the after-tax impact of the portion of LTIP awards tothat will be funded through a capital contribution of BlackRock common stock held by PNC and an expected contribution by Merrill Lynch to fund certain compensation of former MLIM employees of ~~$9.8~~$9.6 million and $1.6 million, respectively.

Net income of ~~$195.4~~$222.2 million for the quarter ended ~~March 31,~~June 30, 2007 included the after-tax impacts related to the portion of certain LTIP awards towhich will be funded through a capital contribution of BlackRock common stock held by PNC of ~~$7.7~~$8.9 million, MLIM integration costs of ~~$4.5~~$3.9 million and an expected contribution by Merrill Lynch of $1.6 million to fund certain compensation of former MLIM employees. MLIM integration costs primarily include professional fees and ~~other general~~marketing and ~~administration~~promotional expenses. Exclusive of these GAAP expenses in both periods, fully diluted earnings per share, as adjusted, for the three months ended ~~March 31,~~June 30, 2008 increased ~~$0.31,~~$0.34, or ~~19.5%~~18.9%, to $2.14 compared to the three months ended ~~March 31,~~June 30, 2007.

- 41 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended June 30, 2008, as compared with the three months ended June 30, 2007. (continued)

Operating Margin

The Company’s operating margin was ~~30.4%~~29.2% for the three months ended ~~March 31,~~June 30, 2008, compared to ~~27.1%~~25.7% for the three months ended ~~March, 31,~~June 30, 2007. Operating margin for the three months ended ~~March 31,~~June 30, 2008 and 2007 included the impact of ~~$3.9~~$5.4 million and ~~$14.5~~$24.1 million, respectively, of closed-end fund launch costs and commissions. In addition, operating margin for the three months ended ~~March 31,~~June 30, 2007 included the impact of ~~$7.1~~$6.0 million of MLIM integration costs. Operating margin improved ~~3.3%~~13.6% primarily due to operating leverage associated with the growth in revenue, aan $18.7 million reduction ~~of close-end~~in closed-end fund launch costs and commissions and the reduction of MLIM integration costs partially offset by ana $17.8 million increase in compensation expense related to appreciation on certain deferred compensation plans and a $5.5 million increase in amortization of finite-lived intangible assets associated with the Quellos Transaction.

Operating margin, as adjusted, which excludes from operating income the impact of certain GAAP operating expenses and adjusts GAAP operating revenue was ~~37.6%~~37.9% and ~~36.7%~~36.1% for the three months ended ~~March 31,~~June 30, 2008 and 2007, respectively. The improvement in margin primarily reflects operating leverage associated with growth in revenue. Operating margin, as adjusted, is described in more detail in the Overview to Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Other Operating Items~~

~~Support of Two Enhanced Cash Funds~~

During 2007, BlackRock made investments in two enhanced cash funds to enhance fund liquidity and to facilitate redemptions. At March 31, 2008, BlackRock’s total net investment in these two funds was approximately $88.5 million.

In December 2007, BlackRock entered into capital support agreements with the two funds, backed by letters of credit drawn under BlackRock’s existing credit facility. Pursuant to the capital support agreements, BlackRock has agreed to make subsequent capital contributions to the funds to cover realized losses, up to $100 million, related to specified securities held by the funds. BlackRock provided approximately $1 million of capital contributions to these two funds for the three months ended March 31, 2008 under the capital support agreements.

~~At March 31, 2008 and December 31, 2007, in applying the provisions of FASB Interpretation No. 46(R) (“FIN 46(R)”)~~~~Consolidation of Variable Interest Entities~~~~, BlackRock concluded that it is not the primary beneficiary of either fund.~~

- 3942 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

~~Other~~ Operating ~~Items~~results for the six months ended June 30, 2008, as compared with the six months ended June 30, 2007. (continued)

~~Exposure~~Revenue


	Six Months Ended June 30,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount			%
Investment advisory and administration fees:
Fixed income	$	455,551	$	440,038	$	15,513		3.5	%
Equity and balanced		1,203,938		999,484		204,454		20.5	%
Cash management		358,059		234,786		123,273		52.5	%
Alternative investment products		276,687		149,810		126,877		84.7	%

Investment advisory and administration base fees		2,294,235		1,824,118		470,117		25.8	%
Fixed income		1,716		2,621		(905	)	(34.5	)%
Equity and balanced		67,505		16,041		51,464		320.8	%
Alternative investment products		29,401		29,476		(75	)	(0.3	)%

Investment advisory performance fees		98,622		48,138		50,484		104.9	%

Total investment advisory and administration fees		2,392,857		1,872,256		520,601		27.8	%

Distribution Fees		69,002		57,687		11,315		19.6	%

Other revenue:
BlackRock Solutions		159,366		88,610		70,756		79.9	%
Other revenue		65,864		83,844		(17,980	)	(21.4	)%

Total other revenue		225,230		172,454		52,776		30.6	%

Total revenue	$	2,687,089	$	2,102,397	$	584,692		27.8	%

Total revenue for the six months ended June 30, 2008 increased $584.7 million, or 27.8%, to ~~Collateralized Debt Obligations~~$2,687.1 million, compared with $2,102.4 million for the six months ended June 30, 2007. The $584.7 million increase was primarily the result of a $520.6 million increase in total investment advisory and administration fees and a $52.8 million increase in total other revenue.

- 43 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the six months ended June 30, 2008, as compared with the six months ended June 30, 2007. (continued)

Revenue (continued)

Investment Advisory and Administration Fees

InThe increase in investment advisory and administration fees of $520.6 million, or 27.8%, was the ~~normal course~~result of an increase in investment advisory and administration base fees of $470.1 million, or 25.8%, to $2,294.2 million for the six months ended June 30, 2008, compared with $1,824.1 million for the six months ended June 30, 2007 and an increase of $50.4 million in investment advisory performance fees.

The increase in investment advisory and administration base fees of $470.1 million for the six months ended June 30, 2008, compared with the six months ended June 30, 2007, consisted of increases of $204.5 million in equity and balanced products, $126.9 million in alternative investment products, $123.3 million in cash management products and $15.5 million in fixed income products. The increase in investment advisory and administration fees for all asset types was driven by increased average AUM across all asset types, which includes the impact of the AUM acquired in the Quellos Transaction, for the six months ended June 30, 2008 as compared to the six months ended June 30, 2007.

Investment advisory performance fees increased by $50.5 million, or 104.9%, to $98.6 million for the six months ended June 30, 2008, as compared to $48.1 million for the six months ended June 30, 2007, primarily as a result of higher investment advisory performance fees in international equity separate accounts.

Distribution Fees

Distribution fees increased by $11.3 million to $69.0 million for the six months ended June 30, 2008, as compared to $57.7 million for the six months ended June 30, 2007. The increase in distribution fees is primarily the result of the acquisition of distribution financing arrangements from PNC in second quarter 2007.

Other Revenue

Total other revenue of $225.2 million for the six months ended June 30, 2008 increased $52.8 million, or 30.6%, compared with the six months ended June 30, 2007. Total other revenue primarily represents fees earned onBlackRock Solutions products and services of $159.4 million, net interest related to securities lending of $17.6 million, property management fees of $18.2 million earned on real estate products (primarily related to reimbursement of the salaries and benefits of certain Metric employees from certain real estate products), and unit trust sales commissions of $13.9 million.

The increase in other revenue of $52.8 million for the six months ended June 30, 2008, as compared to $172.5 million for the six months ended June 30, 2007, was primarily the result of an increase of $70.8 million fromBlackRock Solutions products and services driven by additional advisory and Aladdin^® assignments, partially offset by a decrease in fees earned for fund accounting services of $15.5 million and $4.9 million earned on unit trust sales commissions. A portion of the revenue earned on advisory assignments was comprised of both ongoing fees based on AUM of the respective portfolio assignments and one-time advisory and portfolio structuring fees.

- 44 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the six months ended June 30, 2008, as compared with the six months ended June 30, 2007. (continued)

Expenses


	Six Months Ended
	June 30,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount		%
Expenses:
Employee compensation and benefits	$	1,020,903	$	756,075	$	264,828	35.0	%
Portfolio administration and servicing costs		309,357		262,163		47,194	18.0	%
Amortization of deferred mutual fund sales commissions		63,630		50,271		13,359	26.6	%
General and administration		419,378		417,549		1,829	0.4	%
Amortization of intangible assets		73,141		62,107		11,034	17.8	%

Total expenses	$	1,886,409	$	1,548,165	$	338,244	21.8	%

Total expenses increased $338.2 million, or 21.8%, to $1,886.4 million for the six months ended June 30, 2008, compared with $1,548.2 million for the six months ended June 30, 2007. The increase was attributable to increases in employee compensation and benefits, portfolio administration and servicing costs, amortization of deferred mutual fund sales commissions, amortization of intangible assets and general and administration expenses. The six months ended June 30, 2007, included $13.1 million of integration charges related to the MLIM Transaction, which were primarily recorded in general and administration expense.

Employee Compensation and Benefits

Employee compensation and benefits expense increased by $264.8 million, or 35.0%, to $1,020.9 million, at June 30, 2008, compared to $756.1 million for the six months ended June 30, 2007. The increase in employee compensation and benefits expense was attributable to increases in incentive compensation, salaries and benefits, stock-based compensation and deferred compensation of $126.4 million, $77.3 million, $41.3 million and $19.8 million, respectively. The $126.4 million increase in incentive compensation was primarily attributable to higher operating income and direct incentives associated with higher base and performance fees. The increase of $77.3 million, or 20.9%, in salaries and benefits was primarily due to higher staffing levels associated with business growth and the Quellos Transaction. Full time employees (including employees of Metric) at June 30, 2008 totaled 6,069 as compared to 5,315 at June 30, 2007. Stock-based compensation increased $41.3 million, or 45.6%, primarily due to additional grants of stock awards in the six months ended June 30, 2008. Deferred compensation increased $19.8 million primarily due to appreciation on assets related to certain deferred compensation plans, which is primarily offset by gains on certain investments included in non-operating income.

Portfolio Administration and Servicing Costs

Portfolio administration and servicing costs increased $47.2 million, or 18.0%, to $309.4 million for the six months ended June 30, 2008, compared to $262.2 million for the six months ended June 30, 2007. These costs include payments to Merrill Lynch under the Global Distribution Agreement, and payments to PNC as well as other third parties, primarily associated with the administration and servicing of client investments in certain BlackRock ~~manages various CDOs. A CDO~~products. The $47.2 million increase related primarily to higher levels of average AUM in open-end funds, cash management products, as well as alternative products. Portfolio administration and servicing costs for the six months ended June 30, 2008 included $240.0 million of costs attributable to Merrill Lynch and affiliates and $16.8 million of costs attributable to PNC and affiliates as compared to $217.2 million and $14.1 million, respectively, in the six months ended June 30, 2007.

- 45 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the six months ended June 30, 2008, as compared with the six months ended June 30, 2007. (continued)

Expenses (continued)

Amortization of Deferred Mutual Fund Sales Commissions

Amortization of deferred mutual fund sales commissions increased by $13.3 million to $63.6 million for the three months ended June 30, 2008, as compared to $50.3 million for the three months ended June 30, 2007. The increase in amortization of deferred mutual fund sales commissions was primarily the result of the acquisition of distribution financing arrangements from PNC in second quarter 2007 as well as higher sales in certain share classes of open-ended funds.

General and Administration Expense


	Six Months Ended
	June 30,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount			%
General and administration expense:
Marketing and promotional	$	86,508	$	83,194	$	3,314		4.0	%
Portfolio services		87,498		75,723		11,775		15.6	%
Occupancy		67,733		61,670		6,063		9.8	%
Technology		61,154		61,642		(488	)	(0.8	)%
Professional services		40,870		45,471		(4,601	)	(10.1	)%
Closed-end fund launch costs		9,127		32,953		(23,826	)	(72.3	)%
Other general and administration		66,488		56,896		9,592		16.9	%

Total general and administration expense	$	419,378	$	417,549	$	1,829		0.4	%

General and administration expenses increased $1.8 million, or 0.4%, for the six months ended June 30, 2008 compared with the six months ended June 30, 2007. Portfolio services costs increased by $11.8 million to $87.5 million, or 15.6%, primarily as a result of the Company incurring additional portfolio service expenses related to certain funds. The increase in this fund-related expense is more than offset by higher administration fee revenue earned on the funds. Other general and administration costs increased by $9.6 million, or 16.9%, to $66.5 million from $56.9 million, primarily related to an increase in foreign currency remeasurement expenses of $4.0 million and $3.3 million of incremental communication costs. Occupancy expenses increased $6.1 million, or 9.8%, to $67.7 million compared to $61.7 million for the six months ended June 30, 2007 as a ~~managed investment vehicle that purchases~~result of expansion of offices worldwide (including the impact of the Quellos Transaction). Closed-end funds launch costs decreased $23.8 million as compared to the six months ended June 30, 2007 due to two closed-end funds launched during the six months ended June 30, 2007, which generated $2.8 billion in AUM as compared to two funds launched in the six months ended June 30, 2008 which generated $402.4 million in AUM. Professional services decreased $4.6 million, or 10.1%, to $40.9 million compared to $45.5 million for the six months ended June 30, 2007 primarily due to decreased consulting and legal costs related to the MLIM integration in 2007.

- 46 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the six months ended June 30, 2008, as compared with the six months ended June 30, 2007. (continued)

Amortization of Intangible Assets

The $11.0 million increase in amortization of intangible assets to $73.1 million for the six months ended June 30, 2008, compared to $62.1 million for the six months ended June 30, 2007, primarily reflects amortization of finite-lived intangible assets acquired in the Quellos Transaction.

Non-Operating Income, Net of Non-Controlling Interests

Non-operating income, net of non-controlling interests, for the six months ended June 30, 2008 and 2007 was as follows:


	Six Months Ended
	June 30,						Variance
*(Dollar amounts in thousands)*	2008			2007			Amount			%
Total non-operating income	$	(21,791	)	$	371,449		$	(393,240	)	(105.9	)%
Non-controlling interests		14,540			(273,131	)		287,671		105.3	%

Total non-operating income, net of non-controlling interests	$	(7,251	)	$	98,318		$	(105,569	)	(107.4	)%

The components of non-operating income, net of non-controlling interests, for the six months ended June 30, 2008 and 2007 were as follows:


	Six Months Ended
	June 30,						Variance
*(Dollar amounts in thousands)*	2008			2007			Amount			%
Non-operating income, net of non-controlling interests:
Net gain (loss) on investments, net of non-controlling interests:
Private equity	$	9,757		$	42,903		$	(33,146	)	(77.3	)%
Real estate		(22,391	)		2,457			(24,848	)	NM
Hedge funds/hedge funds of funds		(3,922	)		16,720			(20,642	)	(123.5	)%
Other investments¹		11,802			25,352			(13,550	)	(53.4	)%

Total net gain (loss) on investments, net of non-controlling interests		(4,754	)		87,432			(92,186	)	(105.4	)%
Other non-controlling interest²		(662	)		—			(662	)	NM
Interest and dividend income		32,263			32,095			168		0.5	%
Interest expense		(34,098	)		(21,209	)		(12,889	)	60.8	%

Total non-operating income, net of non-controlling interests	$	(7,251	)	$	98,318		$	(105,569	)	(107.4	)%

NM – Not Meaningful

¹	Includes investment income related to equity and fixed income investments, CDOs, deferred compensation arrangements and BlackRock’s seed capital hedging program.

²	Includes non-controlling interest related to operating entities (non-investment activities).

- 47 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the six months ended June 30, 2008, as compared with the six months ended June 30, 2007. (continued)

Non-Operating Income, Net of Non-Controlling Interests (continued)

Non-operating income, net of non-controlling interests, decreased $105.6 million to a ~~portfolio~~loss of ~~assets or enters into swaps. A CDO funds its activities through~~$7.3 million for the six months ended June 30, 2008, as compared to income of $98.3 million for the six months ended June 30, 2007. The decrease was primarily the result of a $4.8 million net loss on investments compared with a net gain on investments in the six months ended June 30, 2007 and a $12.9 million increase in interest expense related to the issuance of ~~several tranches~~long-term debt in September 2007. The net loss on investments, net of ~~debt~~non-controlling interests, in 2008 was primarily due to a decline in valuations from seed investments and co-investments in real estate equity products and hedge funds/funds of hedge funds offset by net gains in private equity and other investments.

Income Taxes

Income tax expense was $277.7 million and $234.9 million for the ~~repayment~~six months ended June 30, 2008 and ~~return of which are linked~~2007, respectively. The effective income tax rate for the six months ended June 30, 2008 was 35.0%, as compared to 36.0% for the six months ended June 30, 2007. The decrease was primarily due to the ~~performance~~mix of pre-tax income and tax legislation changes enacted in the third quarter 2007 in the United Kingdom that reduced corporate income tax rates in 2008.

Net Income

Net income totaled $515.7 million, or $3.87 per diluted share, for the six months ended June 30, 2008, which was an increase of $98.1 million, or $0.70 per diluted share, compared to the six months ended June 30, 2007. Net income for the six months ended June 30, 2008 includes the after-tax impact of the portion of LTIP awards which will be funded through a capital contribution of BlackRock common stock held by PNC and an expected contribution by Merrill Lynch to fund certain compensation of former MLIM employees of $19.4 million and $3.3 million, respectively.

Net income of $417.6 million for the six months ended June 30, 2007 included the after-tax impacts related to the portion of certain LTIP awards which will be funded through a capital contribution of BlackRock common stock held by PNC of $16.6 million, MLIM integration costs of $8.4 million and an expected contribution by Merrill Lynch of $3.2 million to fund certain compensation of former MLIM employees. MLIM integration costs primarily include professional fees and marketing and promotional expenses. Exclusive of these GAAP expenses in both periods, fully diluted earnings per share, as adjusted, for the six months ended June 30, 2008 increased $0.65, or 19.2%, to $4.04 compared to the six months ended June 30, 2007.

- 48 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the six months ended June 30, 2008, as compared with the six months ended June 30, 2007. (continued)

Operating Margin

The Company’s operating margin was 29.8% for the six months ended June 30, 2008, compared to 26.4% for the six months ended June 30, 2007. Operating margin for the six months ended June 30, 2008 and 2007 included the impact of $9.3 million and $38.6 million, respectively, of closed-end fund launch costs and commissions. In addition, operating margin for the six months ended June 30, 2007 included the impact of $13.1 million of MLIM integration costs. Operating margin improved 12.9% primarily due to operating leverage associated with the growth in revenue, a $29.4 million reduction of closed-end fund launch costs and commissions and the reduction of MLIM integration costs partially offset by a $14.6 million increase in compensation expense related to appreciation on certain deferred compensation plans and a $11.0 million increase in amortization of intangible assets associated with the Quellos Transaction.

Operating margin, as adjusted, which excludes from operating income the impact of certain GAAP operating expenses and adjusts GAAP operating revenue, was 37.8% and 36.4% for the six months ended June 30, 2008 and 2007, respectively. The six months ended June 30, 2008 operating margin, as adjusted, which included the impact of an $11 million increase in amortization of intangible assets primarily associated with the Quellos Transaction, rose 1.4% to 37.8%. Operating margin, as adjusted, is described in more detail in the ~~CDO. Typically, BlackRock’s role is as collateral manager. The Company also may invest in a portion~~Overview to Management’s Discussion and Analysis of ~~the debt or equity issued. These entities meet the definition~~Financial Condition and Results of a variable interest entity under FIN 46(R). BlackRock has concluded that it is not the primary beneficiary of these CDOs, and as a result it does not consolidate these CDOs in its condensed consolidated financial statements.Operations.

~~At March 31, 2008 and December 31, 2007, BlackRock’s maximum risk of loss related to CDOs was approximately $25.4 million and $32.1 million, respectively.~~

- 49 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment Funds

In accordance with GAAP, certain BlackRock sponsored investment funds are consolidated into the condensed consolidated financial statements of BlackRock, notwithstanding the fact that BlackRock may only have a minority economic interest in these funds. As a result, BlackRock’s condensed consolidated statements of cash flows include the cash flows of consolidated sponsored investment funds. ~~We use~~The Company uses an adjusted cash flow, which excludes the impact of consolidated sponsored investment funds, as a supplemental non-GAAP measure to assess liquidity and capital requirements. ~~We believe~~The Company believes that ~~BlackRock’s~~its cash flows, excluding the impact of the consolidated sponsored investment funds, provide investors with useful information on the cash flows of BlackRock relating to our ability to fund additional operating, investing and financing activities. BlackRock’s management does not advocate that investors consider such non-GAAP measures in isolation from, or as a substitute for, its cash ~~flow~~flows presented in accordance with GAAP.

~~- 40 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

~~Liquidity and Capital Resources (continued)~~

The following ~~tables present~~table presents a reconciliation of the Company’s condensed consolidated statements of cash flows presented on a GAAP basis to the Company’s condensed consolidated statements of cash flows excluding the impact ~~of the~~on cash flows of consolidated sponsored investment funds:


	Three Months Ended March 31, 2008									Six Months Ended
*(Dollar amounts in millions)*	GAAP Basis			Cash Flows of Consolidated Sponsored Investment Funds			Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds			June 30, 2008
										GAAP Basis			Impact on Cash Flows of Consolidated Sponsored Investment Funds			Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds
Cash flows from operating activities	$	(130	)	$	135		$	(265	)	$	481		$	206		$	275
Cash flows from investing activities		(134	)		(11	)		(123	)		(318	)		(5	)		(313	)
Cash flows from financing activities		(205	)		(91	)		(114	)		(397	)		(212	)		(185	)
Effect of exchange rate changes on cash and cash equivalents		7			—			7			6			—			6

Net change in cash and cash equivalents		(462	)		33			(495	)		(228	)		(11	)		(217	)
Cash and cash equivalents, beginning of period		1,656			67			1,589			1,656			67			1,589

Cash and cash equivalents, end of period	$	1,194		$	100		$	1,094		$	1,428		$	56		$	1,372

- 50 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources (continued)

Operating Activities

Sources of BlackRock’s operating cash include investment advisory and administration fees, revenues fromBlackRock Solutions’ products and services, property management fees, mutual fund distribution fees and realized earnings and distributions on ~~certain of~~ the Company’s investments. BlackRock primarily uses its cash to pay compensation and benefits, portfolio administration and servicing costs, general and administration expenses, interest on the Company’s borrowings, purchases of investments, capital expenditures, income taxes and dividends on BlackRock’s capital stock.

Cash flows from operating activities in the ~~first quarter includes~~six months ended June 30, 2008 included cash payments related to ~~year-end~~year end incentive compensation.

~~- 41 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~

~~Liquidity and Capital Resources (continued)~~

Capital Resources

The Company manages its consolidated financial condition and funding to maintain appropriate liquidity for the business. At ~~March 31,~~June 30, 2008, the Company had total cash and cash equivalents on its condensed consolidated statements of financial condition of ~~$1,194.2~~$1,427.5 million. Cash and cash equivalents, net of amounts in consolidated sponsored investment funds of ~~$100.0~~$56.3 million and net of regulatory capital requirements of ~~$239.7~~$203.8 million (partially met with cash and cash equivalents), was ~~$854.5~~$1,167.4 million. In addition, at ~~March 31,~~June 30, 2008, the Company had committed access to ~~$2,100~~$2,100.0 million of undrawn cash (net of outstanding letters of credit totaling $100 million) via its 2007 five-year credit facility, resulting in cash, net of cash in consolidated sponsored investment funds and regulatory capital requirements, plus credit capacity of ~~$2,954.5~~$3,267.4 million.

Approximately ~~$100.0~~$56.3 million in cash and cash equivalents and ~~$907.6~~$792.2 million in investments included in the Company’s condensed consolidated statement of financial condition at ~~March 31,~~June 30, 2008 are held by sponsored investment funds that are consolidated by BlackRock in accordance with GAAP. The Company may not be able to access such cash or investments to use in its operating activities. ~~In addition, a significant portion of the Company’s investments are illiquid in nature and, as such, are not readily convertible to cash.~~

Investment/Loan Commitments

At ~~March 31,~~June 30, 2008, the Company had ~~$498.7~~$487.8 million of various capital commitments to fund sponsored investment funds and unfunded commitments related to one private equity warehouse facility. Generally, the timing of the funding of capital commitments is uncertain and such commitments could expire before funding. The Company intends to make additional capital commitments from time to time to ~~seed~~fund additional investment products for, and with, its clients.

At ~~March 31,~~June 30, 2008, the Company had loaned approximately ~~$99.5~~$97.2 million to a warehouse entity established for certain private equity funds of ~~funds managed by the Company and warehouse entities established for such~~ funds. At ~~March 31,~~June 30, 2008, the Company had committed to make additional loans of approximately ~~$76.1~~$144.5 million under the ~~agreements.~~agreement. The Company anticipates making additional commitments under ~~these facilities~~this facility from time to time, but is not obligated to do so.

On February 29, 2008, the Company committed to provide financing, if needed, of up to $60.0 million to Anthracite Capital, Inc. (“Anthracite”), a specialty commercial real estate finance company that is managed by a subsidiary of BlackRock. Financing is collateralized by ~~certain investments owned~~Anthracite pledging its ownership interest in an investment fund which is also managed by ~~Anthracite. At~~a subsidiary of BlackRock. Borrowings of $52.5 million, which were outstanding at March 31, 2008, $52.5 million of financing was outstanding, which was included in due from affiliates on the Company’s condensed consolidated statement of financial condition, with interest rates between 5.15% and 5.44% and was subsequentlywere repaid in April 2008. Subsequent to June 30, 2008, Anthracite borrowed $30.0 million at an interest rate of 5.295%.

- 4251 -

PART I –- FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources (continued)

Borrowings

In August 2007, the Company entered into a five-year $2.5 billion unsecured revolving credit facility (the “2007 ~~facility”~~Facility”), which permits the Company to request an additional $500 million of borrowing capacity, subject to lender credit approval, up to a maximum of $3.0 billion. The 2007 ~~facility~~Facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to EBITDA, where net debt equals total debt less domestic unrestricted cash) of 3 to 1, which was satisfied at ~~March 31,~~June 30, 2008.

At ~~March 31,~~June 30, 2008, the Company had $300.0 million outstanding under the 2007 ~~facility~~Facility with interest rates between ~~2.855%~~2.655% to 5.105% and maturity dates between ~~April~~July 2008 and September 2008. During ~~April~~July 2008, the Company repaid $100.0 million of the balance ~~outstanding at March 31, 2008.~~outstanding.

In addition, in December 2007, in order to support two enhanced cash funds that BlackRock manages, BlackRock elected to procure two letters of credit under the existing 2007 ~~facility~~Facility totaling in aggregate $100 million.

In June 2008, BlackRock Japan Co., Ltd., a wholly owned subsidiary of the Company, entered into a five billion Japanese yen commitment-line agreement with a banking institution (the “Japan Commitment-line”). The term of the Japan Commitment-line is one year and interest will accrue at the applicable Japanese short-term prime rate. The Japan Commitment-line is intended to provide liquidity flexibility for operating requirements in Japan. At ~~March 31,~~June 30, 2008, the Company had no borrowings outstanding on the Japan Commitment-line.

At June 30, 2008, long-term borrowings were ~~$947.2~~$946.6 million. Debt service and repayment requirements, assuming the convertible debentures are repaid at BlackRock’s option in 2010, are ~~$25.8~~$25.2 million for the remainder of 2008, $51.0 million in 2009, $297.7 million in 2010 and $43.8 million in each of 2011 and 2012.

Support of Two Enhanced Cash Funds

During 2007, BlackRock made investments in two enhanced cash funds to enhance liquidity of the funds and to facilitate redemptions. At June 30, 2008, BlackRock’s total net investment in these two funds was approximately $88.5 million.

In December 2007, BlackRock entered into capital support agreements with the two funds. These credit support agreements are backed by letters of credit drawn under BlackRock’s existing credit facility. Pursuant to the capital support agreements, BlackRock has agreed to make subsequent capital contributions to the funds to cover realized losses, up to $100 million, related to specified securities held by the funds. BlackRock provided approximately $1 million of capital contributions to these two funds for the six months ended June 30, 2008 under the capital support agreements.

At June 30, 2008 and December 31, 2007, in applying the provisions of FASB Interpretation No. 46(R),Consolidation of Variable Interest Entities(“FIN 46(R)”), BlackRock concluded that it is not the primary beneficiary of either fund.

Exposure to Collateralized Debt Obligations

In the normal course of business, BlackRock act as a collateral manager to various CDOs. A CDO is a managed investment vehicle that purchases a portfolio of assets or enters into swaps. A CDO funds its activities through the issuance of several tranches of debt and equity, the repayment and return of which are linked to the performance of the assets in the CDO. The Company also may invest in a portion of the debt or equity issued. These entities meet the definition of a variable interest entity under FIN 46(R). BlackRock has concluded that it is not the primary beneficiary of these CDOs, and as a result it does not consolidate these CDOs on its condensed consolidated financial statements.

At June 30, 2008 and December 31, 2007, BlackRock’s maximum risk of loss related to CDOs was approximately $25.5 million and $32.1 million, respectively.

- 52 -

PART I - FINANCIAL INFORMATION (continued)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources (continued)

Net Capital Requirements

The Company is required to maintain net capital in certain jurisdictions, which is met in part by retaining cash and cash equivalent investments in those jurisdictions. As a result, the Company may be restricted in its ability to transfer cash between different jurisdictions. Additionally, transfer of cash between international jurisdictions, including repatriation to the United States, may have adverse tax consequences that could discourage such transfers. At ~~March 31,~~June 30, 2008, the Company was required to maintain approximately ~~$239.7~~$203.8 million in net capital at these subsidiaries and is in compliance with all applicable regulatory minimum net capital requirements.

Critical Accounting Policies

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates. In addition to Fair Value Measurements, discussed below, see Note 2 and the Company’s Critical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in BlackRock’s 2007 Annual Report on Form 10-K filed with the SEC on February 28, 2008 for ~~detail~~details on Significant Accounting Policies.

~~- 43 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Liquidity and Capital Resources (continued)~~

~~Critical Accounting Policies (continued)~~

Fair Value Measurements

BlackRock adopted the Statement of Financial Accounting Standards (“SFAS”) No. 157,Fair Value Measurements (“SFAS No. ~~157~~157”), as of January 1, 2008, which requires, among other things, enhanced disclosures about investments that are measured and reported at fair value. SFAS No. 157 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

~~Investments measured and reported at fair value are classified and disclosed in one of the following categories:~~

~~Level~~2008. See Note 1, ~~Inputs – Quoted prices in active markets for identical assets or liabilities at the reporting date. Level 1 assets include listed mutual funds, equities and debt securities.~~

Level 2 Inputs – Other than quoted prices included within Level 1 that are observable for substantially the full term of the asset or liability, either directly or indirectly. Level 2 assets include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and inputs other than quoted prices that are observable, such as models or other valuation methodologies. Investments which generally are included in this category include securities held within consolidated hedge funds as well as restricted public securities valued at a discount.

Level 3 Inputs – Unobservable inputs for the valuation of the asset or liability. Level 3 assets include investments for which there is little, if any, market activity. These inputs require significant management judgment or estimation. Investments included in this category generally include general and limited partnership interests in private equity, real estate, hedge funds, and funds of hedge funds.

~~The Company’s assessment of the significance of a particular input~~Significant Accounting Policies to the ~~fair value measurement~~Company’s condensed consolidated financial statements contained in ~~its entirety requires judgment and considers factors specific to the investment.~~Part I, Item 1 of this filing.

BlackRock reports its investments on a GAAP basis, which includes investment balances which are owned by sponsored investment funds that are deemed to be controlled by BlackRock in accordance with GAAP and therefore are consolidated even though BlackRock may not own a majority of such funds. As a result, management reviews its investments on an “economic” basis, which eliminates the portion of investments that do not impact BlackRock’s book value. BlackRock’s management does not advocate that investors consider such non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

~~- 44 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Critical Accounting Policies (continued)~~

~~Fair Value Disclosures (continued)~~

The following table represents investments measured at fair value on a recurring basis at ~~March 31,~~June 30, 2008:


*(in millions)*	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Other Investments Not Held at Fair Value ⁽³⁾		Investments at March 31, 2008
*(Dollar amounts in millions)*															Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Other Investments Not Held at Fair Value ⁽³⁾		Investments at June 30, 2008
Total investments, GAAP	$	310.9		$	285.9		$	1,288.6		$	37.5	$	1,922.9		$	312		$	205		$	1,386		$	39	$	1,942

Net assets for which the Company does not bear “economic” exposure ⁽¹⁾		(3.7	)		(160.1	)		(435.1	)		—		(598.9	)		(6	)		(36	)		(454	)		—		(496	)

Net “economic” investment exposure⁽²⁾	$	307.2		$	125.8		$	853.5		$	37.5	$	1,324.0		$	306		$	169		$	932		$	39	$	1,446

⁽¹⁾	Consists of net assets attributable to non-controlling investors of consolidated sponsored investment funds.

⁽²⁾	Includes BlackRock’s portion of cash and cash equivalents, other assets, accounts payable and accrued liabilities, and other liabilities that are consolidated from sponsored investment funds.

⁽³⁾	Includes investments in equity method investees which are not accounted for under a fair value measure in accordance with GAAP as well as ~~certain~~ investments held at cost.

- 53 -

PART I - FINANCIAL INFORMATION (continued)

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As a leading investment management firm, BlackRock devotes significant resources across all of its operations to identifying, measuring, monitoring, managing and analyzing market and operating risks, including the management and oversight of its own investment portfolio. The Board of Directors of the Company has adopted guidelines for the review of investments to be made by the Company, requiring, among other things, that all investments be reviewed by the Company’s Capital Committee, which consists of senior officers of the Company, and that certain investments over prescribed thresholds receive prior approval from the Audit Committee or the Board of Directors depending on the circumstances.

AUM Market Price Risk

BlackRock’s investment management revenues are primarily comprised of fees based on a percentage of the value of AUM and, in some cases, performance fees expressed as a percentage of the returns realized on AUM. At ~~March 31,~~June 30, 2008, the majority of our investment advisory and administration fees were based on AUM of the applicable mutual funds or separate accounts. Movements in equity market prices, interest rates, foreign exchange rates or all three could cause the value of AUM to decline, which ~~would~~could result in lower investment advisory and administration fees.

~~- 45 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk (continued)~~

Corporate ~~Investments~~Investment Portfolio Risks

In the normal course of its business, BlackRock is exposed to equity market price risk, interest rate risk and foreign exchange rate risk associated with its corporate investments.

BlackRock has investments primarily in sponsored investment products that invest in a variety of asset classes. Investments generally are made to establish a performance track record, for co-investment purposes or to hedge exposure to certain deferred compensation plans. Currently, the Company has a seed capital hedging program in which it enters into total return swaps to hedge exposure to certain equity investments. At ~~March 31,~~June 30, 2008, the outstanding total return swaps had an aggregate notional value of approximately ~~$79~~$74 million.

~~Corporate Investments Portfolio Risks~~

At ~~March 31,~~June 30, 2008, approximately ~~$908~~$792 million of BlackRock’s total investments were maintained in sponsored investment funds that are deemed to be controlled by BlackRock in accordance with GAAP and therefore are consolidated even though BlackRock may not own a majority of such funds. ~~The~~Prior to the impact of the seed capital hedging program, the Company’s net economic exposure to its investment portfolio is as follows:


							June 30,			December 31,
*(Dollar amounts in millions)*	March 31, 2008			December 31, 2007			2008			2007
Total investments	$	1,923		$	2,000		$	1,942		$	2,000
Consolidated sponsored investments funds		(908	)		(1,054	)		(792	)		(1,054	)
Net exposure to consolidated investment funds		309			325			296			325

Total net “economic” investment exposure	$	1,324		$	1,271		$	1,446		$	1,271

Equity Market Price Risk

At ~~March 31,~~June 30, 2008, the Company’s net exposure to equity price risk is approximately ~~$926~~$945 million (net of ~~$79~~$74 million of certain equity investments that are hedged via total return swaps) of the Company’s net economic investment exposure. The Company estimates that a 10% adverse change in equity prices would result in a decrease of approximately ~~$92.6~~$94.5 million in the carrying value of such investments.

- 54 -

PART I - FINANCIAL INFORMATION (continued)

Item 3.

Quantitative and Qualitative Disclosures About Market Risk (continued)

Interest Rate Risk

At ~~March 31,~~June 30, 2008, the Company was exposed to interest-rate risk as a result of approximately ~~$319~~$427 million of investments in debt securities and sponsored investment products that invest primarily in debt securities. Management considered a hypothetical 100 basis point fluctuation in interest rates and estimates that the impact of such a fluctuation on these investments, in the aggregate, would result in a decrease, or increase, of approximately ~~$3.2~~$5.6 million in the carrying value of such investments.

Foreign Exchange Rate Risk

As discussed above, the Company invests in sponsored investment products that invest in a variety of asset classes. The carrying value of the net economic investment exposure denominated in foreign currencies, primarily the British pound sterling and the Euro, was ~~$91~~$84 million. A 10% adverse change in foreign exchange rates would result in approximately ~~a $9.1~~an $8.4 million decline in the carrying value of such investments.

~~- 46 -~~

~~PART I – FINANCIAL INFORMATION (continued)~~

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

Under the direction of BlackRock’s Chief Executive Officer and Chief Financial Officer, BlackRock evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and ~~15d—15(e)~~15d-15(e) under the Exchange Act) at ~~March 31,~~June 30, 2008. Based on this evaluation, BlackRock’s Chief Executive Officer and Chief Financial Officer have concluded that BlackRock’s disclosure controls and procedures were effective at ~~March 31,~~June 30, 2008.

Internal Control and Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2008 that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

- 55 -

PART II –- OTHER INFORMATION

Item 1.

Legal Proceedings

See ~~footnote~~Note 9, Commitments and Contingencies, to the Company’s condensed consolidated financial statements contained in Part I, Item 1 of this filing.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

~~During the three months ended March 31, 2008, the Company made the following purchases of its common stock, which are registered pursuant to Section 12(b) of the Exchange Act.~~

(c)

During the three months ended June 30, 2008, the Company made the following purchases of its common stock, which is registered pursuant to Section 12(b) of the Exchange Act.

   Total Number of
Shares
Purchased Average Price
Paid per Share    Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
of Programs    Maximum
Number of
Shares that May
Yet Be
Purchased
Under the Plans
or Programs¹
January 1, 2008 through January 31, 2008
   31,097 ² $ 200.36    —      751,400
February 1, 2008 through February 29, 2008
   159,120 ³ $ 215.82    —      751,400
March 1, 2008 through March 31, 2008
   922 ³ $ 195.99    —      751,400

Total
   191,139 $ 213.21    —


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs¹
April 1, 2008 through April 30, 2008	5,270	²	$	204.77	—	751,400
May 1, 2008 through May 31, 2008	9,719	²	$	219.02	—	751,400
June 1, 2008 through June 30, 2008	2,795	²	$	212.09	—	751,400

Total	17,784		$	213.71	—

¹	On August 2, 2006, the Company announced a 2.1 million share repurchase program with no stated expiration date. An additional indeterminable number of shares may be repurchased under the 2002 Long-Term Retention and Incentive Plan (“2002 LTIP”).

Includes 25,072 shares purchased by the Company from employees in January pursuant to a put feature available in connection with the payment of certain 2002 LTIP awards. This number also includes purchases made by the Company to satisfy income tax withholding obligations of employees related to the vesting of certain restricted stock or restricted stock unit awards. All such purchases were made outside of the publicly announced share repurchase program.

³	Reflects purchases made by the Company primarily to satisfy income tax withholding obligations of employees related to the vesting of certain restricted stock or restricted stock unit awards. All such purchases were made outside of the publicly announced share repurchase program.

- 4756 -

PART II –- OTHER INFORMATION ~~(continued)~~( continued)

Item 4.

Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of BlackRock was held on May 27, 2008, for the purpose of considering and acting upon the following:

(1)Election of Directors. Six Class III directors were elected and the votes cast for or against/withheld were as follows:


	Aggregate Votes
	For	Withheld
Nominees for Class III
Robert C. Doll	113,331,184	1,465,653
Gregory J. Fleming	112,330,984	1,465,853
Murry S. Gerber	113,405,853	390,984
James Grosfeld	112,961,117	835,720
Sir Deryck Maughan	112,961,480	835,357
Linda Gosden Robinson	113,117,594	679,243

As of August 7, 2008 the other continuing directors of BlackRock are Laurence D. Fink, Mathis Cabiallavetta, Dennis D. Dammerman, William S. Demchak, Kenneth B. Dunn, Robert S. Kapito, David H. Komansky, Thomas H. O’Brien, James E. Rohr and John A. Thain.

(2)Ratification of Auditor. The appointment of Deloitte & Touche LLP as BlackRock’s independent registered public accounting firm for the year 2008 was ratified.

There were no broker non-votes for any of the items.

- 57 -

PART II - OTHER INFORMATION ( continued)

Item 6.

Exhibits


Exhibit No.		Description
10.1(1)+		Letter to Ann Marie Petach.

12.1		Computation of Ratio of Earnings to Fixed Charges.

31.1		Section 302 Certification of Chief Executive Officer.

31.2		Section 302 Certification of Chief Financial Officer.

32.1		Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

(1)	Filed herewith.

+	Denotes compensatory arrangement.

- 4858 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BLACKROCK, INC.
	(Registrant)

~~Date: May 9, 2008~~	By:	/s/ ~~Paul L. Audet~~Ann Marie Petach
Date: August 8, 2008		~~Paul L. Audet~~Ann Marie Petach
		Managing Director & Chief Financial Officer

EXHIBIT INDEX

~~Exhibit No.Description~~


Exhibit No.		Description
10.1(1)+		Letter to Ann Marie Petach.

12.1		Computation of Ratio of Earnings to Fixed Charges.

31.1		Section 302 Certification of Chief Executive Officer.

31.2		Section 302 Certification of Chief Financial Officer.

32.1		Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

(1)	Filed herewith.

+	Denotes compensatory arrangement.


Outstanding at	Unvested Restricted Stock and Units		Weighted Average Grant Date Fair Value
December 31, 2007	3,709,008		$	158.01
Granted	1,505,286		$	202.29
Converted	(394,199	)	$	155.20
Forfeited	(53,267	)	$	154.84

March 31, 2008	4,766,828		$	172.26

Aggregate Votes

Ratification of Appointment