UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM ~~10-Q/A~~10-Q

~~Amendment No. 1~~

(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, ~~2007~~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

~~Delaware~~

(State or other jurisdiction of

incorporation or organization)

~~32-0174431~~

(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 x No ¨

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

Large accelerated filer X x Accelerated filer ¨ Non-accelerated filer ¨

Smaller reporting company ¨ (Do not check if a 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 x

As of April 30, ~~2007,~~2008, there were ~~116,088,158~~117,807,051 shares of the registrant’s common stock outstanding.

~~Explanatory Note~~

This Form 10-Q/A is being filed to amend the Form 10-Q for the quarter ended March 31, 2007 to correct an error in the condensed consolidated statement of cash flows included in the financial statements of BlackRock, Inc. as of and for the three months ended March 31, 2007. As more fully described in Note 11 to the condensed consolidated financial statements, approximately $188 million of cash flows related to non-controlling interests of consolidated investment funds (which primarily reflect investment funds acquired in the Merrill Lynch Investment Managers transaction) was erroneously classified as cash flows from operating activities instead of cash flows from financing activities on the Condensed Consolidated Statement of Cash Flows for the interim period ended March 31, 2007. This error had no effect on BlackRock’s financial condition, results of operations or margins.

For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-Q for the interim period ended March 31, 2007, as originally filed on May 10, 2007, that was affected by the restatement has been amended and restated in its entirety. Unless otherwise indicated, this report speaks only as of the date that the original report was filed. No attempt has been made in this Form 10-Q/A to update other disclosures presented in the original report on Form 10-Q, except as required to reflect the effects of the restatement. This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures, including the exhibits to the Form 10-Q affected by subsequent events; however, this Form 10-Q/A includes as exhibits 31.1, 31.2 and 32.1 new certifications by the Company’s chief executive officer and chief financial officer as required by Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended. This Form 10-Q/A should be read in conjunction with the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-Q, including any amendments to those filings. The following items have been amended as a result of the restatement:

~~Part I - Item 1 - Financial Statements~~

~~Part I - Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Part I - Item 4 - Controls and Procedures~~

BlackRock, Inc.

Index to Form ~~10-Q/A~~

~~PART I~~

~~FINANCIAL INFORMATION~~10-Q


		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 ~~(as restated for the three months ended March 31, 2007)~~	4

	Notes to Condensed Consolidated Financial Statements	56

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1925

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3745

Item 4.	Controls and Procedures	4047

	PART II

	OTHER INFORMATION

Item 1.	Legal Proceedings	4147

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4147

Item 6.	Exhibits	4248

- ii -

PART I – FINANCIAL INFORMATION

~~Item 1. Financial Statements~~

Item 1.

Financial Statements

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

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

(unaudited)


	March 31, 2007			December 31, 2006			March 31, 2008			December 31, 2007
Assets
Cash and cash equivalents	$	1,018,828		$	1,160,304		$	1,194,180		$	1,656,200
Accounts receivable		1,282,316			964,366			1,490,837			1,235,940
Due from affiliates		72,491			113,184
Due from related parties								254,337			174,853
Investments		2,194,863			2,097,574			1,922,928			1,999,944
Intangible assets, net		5,851,394			5,882,430
Separate account assets								4,147,981			4,669,874
Deferred mutual fund sales commissions, net								169,503			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
Goodwill		5,306,882			5,257,017			5,500,414			5,519,714
Separate account assets		4,442,747			4,299,879
Deferred mutual fund commissions		160,939			177,242
Property and equipment, net		226,710			214,784
Taxes and other receivables		165,323			124,291
Other assets		159,496			178,421			322,013			310,559

Total assets	$	20,881,989		$	20,469,492		$	21,816,404		$	22,561,515


Liabilities
Accrued compensation	$	345,905		$	1,051,273
Accrued compensation and benefits							$	419,486		$	1,086,590
Accounts payable and accrued liabilities		902,078			753,839			1,103,655			788,968
Due to affiliates		122,809			243,836
Due to related parties								111,590			114,347
Short-term borrowings		550,000			—			300,000			300,000
Long-term borrowings		253,167			253,167			947,162			947,021
Separate account liabilities		4,442,747			4,299,879			4,147,981			4,669,874
Deferred taxes		1,864,653			1,738,670
Deferred tax liabilities								2,018,569			2,059,980
Other liabilities		317,410			237,856			374,256			419,570

Total liabilities		8,798,769			8,578,520			9,422,699			10,386,350

Non-controlling interests								579,496			578,210

Non-controlling interest		1,084,479			1,109,092

Commitments and contingencies (Note 9)

Stockholders’ equity
Common stock ($0.01 par value, 500,000,000 shares authorized, 117,381,582 shares issued, 116,350,912 and 116,408,897 shares outstanding at March 31, 2007 and December 31, 2006, respectively)		1,174			1,174
Series A participating preferred stock ($0.01 par value, 500,000,000 shares authorized and 12,604,918 shares issued and outstanding)		126			126
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
Additional paid-in capital		9,977,810			9,799,447			10,293,720			10,274,096
Retained earnings		1,093,673			993,821			1,759,534			1,622,041
Accumulated other comprehensive income		45,412			44,666			91,620			71,020
Treasury stock, common, at cost (1,030,670 and 972,685 shares held at March 31, 2007 and December 31, 2006, respectively)		(119,454	)		(57,354	)
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	)

Total stockholders’ equity		10,998,741			10,781,880			11,814,209			11,596,955

Total liabilities, non-controlling interest and stockholders’ equity	$	20,881,989		$	20,469,492
Total liabilities, non-controlling interests and stockholders’ equity							$	21,816,404		$	22,561,515

See accompanying notes to condensed consolidated financial statements.

- 1 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

~~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 March 31,
	2007			2006			2008			2007
Revenue
Investment advisory and administration base fees
Related parties							$	747,962		$	574,780
Other								384,916			298,728
Investment advisory performance fees								41,543			22,418

Investment advisory and administration fees								1,174,421			895,926
Unaffiliated	$	322,417		$	242,497
Affiliated		573,509			107,211
Distribution fees								35,319			24,820
Other revenue
Unaffiliated		80,231			42,164
Affiliated		29,217			3,788
Other								85,541			80,231
Related parties								4,857			4,397

Total revenue		1,005,374			395,660			1,300,138			1,005,374


Expense
Expenses
Employee compensation and benefits		352,398			191,796			468,949			347,302
Portfolio administration and servicing costs
Unaffiliated		12,346			10,084
Affiliated		114,331			5,075
Related parties								130,246			117,516
Other								25,493			13,570
Amortization of deferred mutual fund sales commissions								30,208			21,558
General and administration
Unaffiliated		210,703			50,341
Affiliated		12,333			1,858
Fee sharing payment		—			34,450
Other								203,650			191,692
Related parties								9,333			10,473
Amortization of intangible assets		31,032			2,029			36,569			31,032

Total expense		733,143			295,633

Total expenses								904,448			733,143

Operating income		272,231			100,027			395,690			272,231


Non-operating income (expense)
Net gain on investments		150,360			9,294
Net gain (loss) on investments								(19,489	)		150,360
Interest and dividend income		18,357			5,770			18,339			18,357
Interest expense		(10,986	)		(1,969	)		(17,378	)		(10,986	)

Total non-operating income		157,731			13,095

Total non-operating income (expense)								(18,528	)		157,731

Income before income taxes and non-controlling interest		429,962			113,122			377,162			429,962
Income tax expense		109,906			41,618			130,131			109,906

Income before non-controlling interest		320,056			71,504			247,031			320,056
Non-controlling interest		124,668			642			5,360			124,668

Net income	$	195,388		$	70,862		$	241,671		$	195,388


Earnings per share
Earnings per share:
Basic	$	1.52		$	1.11		$	1.87		$	1.52
Diluted	$	1.48		$	1.06		$	1.82		$	1.48

Dividends paid per share	$	0.67		$	0.42
Cash dividends declared and paid per share							$	0.78		$	0.67

Weighted-average shares outstanding
Weighted-average shares outstanding:
Basic		128,809,726			64,074,888			128,904,253			128,809,726
Diluted		131,895,570			66,731,560			132,876,553			131,895,570

See accompanying notes to condensed consolidated financial statements.

- 2 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

~~Item 1.~~ Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Dollar amounts in thousands)

(unaudited)

     Three Months Ended March 31,
     2007      2006
Net income
     $ 195,388      $ 70,862
Other comprehensive income, net of tax:

Net unrealized gain (loss) from available-for-sale investments
     (1,457 )      376
Foreign currency translation gain
     2,203      411

Comprehensive income
     $ 196,134      $ 71,649


	Three Months Ended March 31,
	2008			2007
Net income	$	241,671		$	195,388
Other comprehensive income:
Net unrealized loss from available-for-sale investments, net of tax		(5,165	)		(1,457	)
Minimum pension liability adjustment		(542	)		—
Foreign currency translation adjustments		26,307			2,203

Comprehensive income	$	262,271		$	196,134

See accompanying notes to condensed consolidated financial statements.

- 3 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

~~Item 1.~~ Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

(unaudited)

Three Months Ended
March 31,

   2007 2006
   (as restated)
Cash flows from operating activities

Net income
   $ 195,388 $ 70,862
Adjustments to reconcile net income to cash from operating activities:

Depreciation and amortization
   46,062 9,109
Non-controlling interest
   124,668 642
Stock-based compensation
   43,881 26,542
Deferred income taxes
   103,426 (5,117 )
Other net unrealized gains and purchases of investments
   (176,507 ) (4,029 )
Amortization of deferred mutual fund commissions and bond issuance costs
   16,303 2,799
Other adjustments
   6,003 (2,864 )
Accrued MLIM transaction costs
   —   6,362
Changes in operating assets and liabilities:

Accounts receivable
   (317,950 ) (48,673 )
Due from affiliates
   40,693 (844 )
Investments, trading


20,653

(7,511 )
Taxes and other receivables
   (51,720 ) 939
Other assets
   (48,025 ) (2,909 )
Accrued compensation
   (537,405 ) (152,043 )
Accounts payable and accrued liabilities
   149,898 (34,613 )
Due to affiliates
   (85,127 ) 81,485
Other liabilities


25,865

(2,177 )

Cash flows from operating activities
   (485,200 ) (62,040 )

Cash flows from investing activities

Purchase of investments
   (125,629 ) (41,372 )
Sale of investments
   41,742 16,083
Consolidation of sponsored investment funds
   135 —
Deconsolidation of sponsored investment funds
   (5,844 ) —
Acquisitions, net of cash acquired
   (53,501 ) —
Purchases of property and equipment
   (27,983 ) (14,602 )

Cash flows from investing activities
   (171,080 ) (39,891 )

Cash flows from financing activities

Short-term borrowings, net
   550,000 —
Dividends paid
   (88,417 ) (26,891 )
Reissuance of treasury stock
   32,194 4,441
Purchase of treasury stock
   (164,396 ) (39 )
Subscriptions received from non-controlling interest holders, net of redemptions


54,615

6,111
Excess tax benefit from stock-based compensation
   43,609 1,773
Debt held by consolidated investments
   84,996 —

Cash flows from financing activities


512,601

(14,605 )

Effect of exchange rate changes on cash and cash equivalents
   2,203 411

Net decrease in cash and cash equivalents
   (141,476 ) (116,125 )
Cash and cash equivalents, beginning of period
   1,160,304 484,223

Cash and cash equivalents, end of period
   $ 1,018,828 $ 368,098

~~See accompanying notes to condensed consolidated financial statements.~~


	Three Months Ended March 31,
	2008			2007
Cash flows from operating activities
Net income	$	241,671		$	195,388
Adjustments to reconcile net income to cash from operating activities:
Depreciation and other amortization		57,491			46,062
Amortization of deferred mutual fund sales commissions		30,208			21,558
Non-controlling interest		5,360			124,668
Stock-based compensation		69,539			41,418
Deferred income tax expense (benefit)		(42,457	)		103,426
Other net gains and net proceeds (purchases) of investments		31,231			(174,101	)
Earnings from equity method investees		9,909			(2,406	)
Distributions of earnings from equity method investees		9,929			—
Other adjustments		(429	)		6,003
Changes in operating assets and liabilities:
Accounts receivable		(245,204	)		(317,950	)
Due from related parties		(79,484	)		40,693
Deferred mutual fund sales commissions		(24,862	)		(5,255	)
Investments, trading		110,460			(20,653	)
Other assets		(19,891	)		(99,745	)
Accrued compensation and benefits		(666,763	)		(534,942	)
Accounts payable and accrued liabilities		328,406			149,898
Due to related parties		(2,757	)		(85,127	)
Other liabilities		57,310			25,865

Cash flows from operating activities		(130,333	)		(485,200	)


Cash flows from investing activities
Purchases of investments		(138,079	)		(125,629	)
Proceeds from sales of investments		27,402			41,742
Distributions of capital from equity method investees		1,570			—
Purchases of property and equipment		(24,594	)		(27,983	)
Net consolidations (deconsolidations) of sponsored investment funds		—			(5,709	)
Acquisitions, net of cash acquired		—			(53,501	)

Cash flows from investing activities		(133,701	)		(171,080	)

- 4 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

~~Item 1.~~ Financial Statements (continued)

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(Dollar amounts in thousands)

(unaudited)


	Three Months Ended March 31,
	2008			2007
Cash flows from financing activities
Short-term borrowings		—			550,000
Cash dividends paid		(104,178	)		(88,417	)
Proceeds from stock options exercised		5,135			32,194
Reissuance of treasury stock		1,241			—
Purchase of treasury stock		(35,692	)		(164,396	)
Subscriptions received from non-controlling interest holders, net of distributions		1,685			54,615
Excess tax benefit from stock-based compensation		19,868			43,609
Net borrowings by consolidated sponsored investments funds		(92,701	)		84,996

Cash flows from financing activities		(204,642	)		512,601


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

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

Cash and cash equivalents, end of period	$	1,194,180		$	1,018,828

Supplemental cash flow information:
Cash paid for interest	$	29,139		$	6,707

Cash paid for income taxes	$	57,746		$	50,315

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

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 to 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 a number~~ 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 ~~also offers~~provides risk management, strategic advisory and enterprise investment system ~~outsourcing and financial advisory~~ services to ~~institutional investors under~~a broad base of clients.

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 (“Merrill Lynch”) contributed the entities and assets that constituted its investment management business (the “MLIM Business”) to BlackRock ~~Solutions~~^® ~~brand name.~~via a capital contribution, referred to as the “MLIM 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 and other entities~~subsidiaries. Non-controlling interests include the portion of consolidated ~~as required by GAAP.~~sponsored investment funds in which the Company does not have direct equity ownership. All significant accounts and transactions between consolidated entities have been eliminated.

The preparation of ~~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 from those ~~estimates and assumptions.~~estimates. Certain financial information that normally is ~~normally~~ included in annual financial statements, including certain financial statement footnotes, ~~prepared in accordance with GAAP,~~ is not required for interim reporting purposes and has been condensed or omitted herein. These ~~condensed consolidated~~ 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, ~~2006,~~2007, which was filed with the Securities and Exchange Commission (“SEC”) on ~~March 13, 2007.~~February 28, 2008.

The ~~condensed consolidated~~interim financial ~~statements as of~~information at March 31, ~~2007~~2008 and for the three months ended March 31, 2008 and 2007 ~~and 2006 are~~is unaudited. However, in the opinion of management, the interim ~~data~~information includes all normal recurring adjustments ~~as well as purchase accounting fair value adjustments related to the Merrill Lynch Investment Managers (“MLIM”) transaction,~~ necessary for athe fair presentation of the Company’s results for the periods ~~shown.~~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 ~~year condensed consolidated~~period financial statements have been reclassified to conform to the ~~2007~~current presentation.

~~- 5 -~~

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

~~Item 1. Financial Statements (continued)~~

~~Significant Accounting Policies (continued)~~

~~Income Taxes~~

~~In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 48,~~~~Accounting for Uncertainty in Income Taxes and Related Implementation Issues~~~~. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements in accordance with SFAS No. 109,~~~~Accounting for Income Taxes~~. FIN No. 48 prescribes a threshold and measurement attribute for recognition in the financial statements of an asset or liability resulting from a tax position taken or expected to be taken in a tax return. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

BlackRock adopted the provisions of FIN No. 48 on January 1, 2007. As a result of the adoption, the Company recognized approximately $15,200 in increased income tax reserves related to uncertain tax positions. Approximately $13,600 of this increase related to taxes that would affect the effective tax rate if recognized, and this portion was accounted for as a reduction to the January 1, 2007 balance in retained earnings. The remaining $1,600 balance, if disallowed, would not affect the annual effective tax rate. Total gross unrecognized tax benefits at December 31, 2006 were approximately $52,100. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate at December 31, 2006 were approximately $25,700. As of March 31, 2007, the Company does not anticipate a significant change to the amount of unrecognized tax benefits within the next 12 months.

The Company recognizes interest and penalties related to income tax matters in income tax expense. Interest related to tax matters at December 31, 2006, was approximately $4,600. The Company has not accrued any tax-related penalties.

BlackRock is subject to U.S. federal income tax as well as income tax in multiple jurisdictions. The tax years after 2002 remain open to U.S. federal income tax examination, and the tax years after 2004 remain open to income tax examination in the United Kingdom. Prior to the closing of the MLIM transacton, BlackRock filed New York State and New York City income tax returns on a combined basis with The PNC Financial Services Group, Inc. (“PNC”), and the tax years after 2001 remain open to income tax examination in New York State and New York City.

- 6 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 1. Financial Statements (continued)~~

Item 1.

Financial Statements (continued)

Significant Accounting Policies (continued)

Recent Accounting Developments ~~(continued)~~

Fair Value Measurements

In September 2006, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157,Fair Value ~~Measurements.~~Measurements, SFAS No. 157 defines 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, as defined). 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.

In February 2008, the 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 13and FSP FAS 157-2,Effective Date of FASB Statement No. 157. FSP FAS 157-1 amends SFAS No. 157 isto 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 ~~for financial statements issued for~~date of the application of SFAS No. 157 to fiscal years beginning after November 15, ~~2007~~2008 for all non-financial assets and ~~all interim periods within~~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 ~~fiscal years.~~ assets and liabilities initially measured at fair value in a business combination or asset purchase.

The Company ~~is currently evaluating the impact adoption will have on its consolidated financial statements.~~

~~In September 2006, the FASB issued~~adopted SFAS No. ~~158,~~~~Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans~~–~~an amendment of FASB Statements No. 87, 88, 106 and 132(R)~~~~. SFAS No. 158 requires an employer to recognize~~157 on January 1, 2008, with the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and recognize changes in the funded status in the year in which the changes occur. The statement also requires actuarial valuations to be performed asexception of the ~~balance sheet date.~~application of FSP FAS 157-2 related to non-recurring non-financial assets and liabilities. The ~~balance sheet recognition provisions~~partial adoption of SFAS No. ~~158 were effective for fiscal years ending after December 15, 2006. The valuation date provisions are effective for fiscal years ending after December 15, 2007.~~157 had no impact on the Company’s financial statements. The Company ~~adopted~~does not expect that the ~~balance sheet recognition~~adoption of the provisions ~~of SFAS No. 158~~for non-recurring non-financial assets and liabilities will have a material impact on ~~December 31, 2006 and the impact of adoption was not material to~~ its ~~consolidated~~ financial statements.

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 permits entities to choose to measure eligible financial ~~instruments~~assets and liabilities at fair value. The 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 be applied to an entire instrument and it is ~~irrevocable.~~irrevocable once elected. Assets and liabilities measured at fair value pursuant to the fair value option should be reported separately in the balance sheet from those instruments measured using another measurement attribute. The Company adopted SFAS No. 159 ~~is effective as~~on January 1, 2008, however, elected not to apply the fair value option to any of its financial assets or liabilities. Therefore, the ~~beginning of the first fiscal year that begins after November 15, 2007. The Company is currently analyzing the potential impact of~~ adoption of SFAS No. 159 ~~to its~~had no impact on the Company’s condensed consolidated financial statements.

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PART I – FINANCIAL INFORMATION (continued)

Item 1.

~~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 amends Accounting Research Bulletin No. 51,Consolidated Financial Statements, to establish 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 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 currently is evaluating the potential impact of SFAS No. 160 on its consolidated financial statements.

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. 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 AICPAAudit 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.

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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 No. 133. 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, 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 beginning after November 15, 2008. The adoption of SFAS No. 161 is not expected to impact BlackRock’s consolidated financial statements.

Investments

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


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

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

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

At March 31, ~~2007 and December 31, 2006, BlackRock~~2008, the Company had $907,562 of total investments held by consolidated sponsored investment funds of ~~$2,194,863~~which $179,026 and ~~$2,097,574, respectively. Of the total investments at March 31, 2007, $160,758 were classified as available-for-sale investments, $453,614~~$728,536 were classified as trading investments and ~~$1,580,491 were classified as~~ other investments, ~~which include equity and cost method investments and certain consolidated private equity and other alternative funds.~~respectively.

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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					Carrying Value				Gross Unrealized
March 31, 2007	Cost		Gains		Losses			Carrying Value
Available-for-sale investments:
Commingled investments	$	120,495	$	9,697	($	393	)	$	129,799
March 31, 2008										Cost		Gains		Losses			Carrying Value
Total available-for-sale investments:
Sponsored investment funds										$	245,627	$	3,464	$	(4,351	)	$	244,740
Collateralized debt obligations (“CDOs”)											7,110		668		—			7,778
Corporate debt											8,273		—		(2,336	)		5,937
Other											2,811		89		—			2,900

Total available-for-sale investments										$	263,821	$	4,221	$	(6,687	)	$	261,355

December 31, 2007
Total available-for-sale investments:
Sponsored investment funds										$	245,677	$	5,894	$	(1,217	)	$	250,354
Collateralized debt obligations		26,281		1,858		—			28,139		10,458		53		—			10,511
Other		2,812		8		—			2,820		2,815		115		—			2,930

Total available-for-sale investments	$	149,588	$	11,563	($	393	)	$	160,758	$	258,950	$	6,062	$	(1,217	)	$	263,795

December 31, 2006
Available-for-sale investments:
Commingled investments	$	118,147	$	8,085	($	583	)	$	125,649
Collateralized debt obligations		27,496		1,866		—			29,362
Other		3,312		119		—			3,431

Total available-for-sale investments	$	148,955	$	10,070	($	583	)	$	158,442

The Company has reviewed the gross unrealized losses of ~~$393 at~~$6,687 as of March 31, ~~2007, all~~2008, of which $6,516 had been in a loss position for less than 12twelve months, and determined that these losses were not ~~other than temporary~~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 impairments on such securities.

During the three months ended March 31, ~~2007~~2008 and ~~2006,~~2007, the Company recorded impairments of $1,430 and $393, ~~and $998, respectively, on certain collateralized debt obligations (“CDOs”).~~to its CDO investments, respectively.

- 810 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 1. Financial Statements (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, 2007
   Cost    Carrying
Value
Trading investments:

Equity securities
   $ 80,974    $ 95,579
Commingled investments
   140,159    151,114
Municipal debt securities
   183,850    185,910
U.S. government securities
   7,624    7,529
Mortgage-backed securities
   6,883    6,797
Corporate debt
   1,489    1,470
Other debt securities
   5,281    5,215

Total trading investments
   426,260    453,614
Other investments:

Other fund investments
   1,531,883    1,558,777
Deferred compensation plan assets
   17,040    21,714

Total other investments
   1,548,923    1,580,491

Total trading and other investments
   $ 1,975,183    $ 2,034,105

December 31, 2006

Trading investments:

Equity securities
   $ 139,874    $ 155,930
Municipal debt securities
   154,015    154,510
Commingled investments
   137,505    148,387
Corporate notes and bonds
   13,779    13,656

Total trading investments
   445,173    472,483

Other investments:

Other fund investments
   1,428,617    1,448,503
Deferred compensation plan assets
   14,074    18,146

Total other investments
   1,442,691    1,466,649

Total trading and other investments
   $ 1,887,864    $ 1,939,132


	March 31, 2008				December 31, 2007
	Cost		Carrying Value		Cost		Carrying Value
Trading investments:
Deferred compensation plan mutual fund investments	$	43,100	$	42,929	$	40,394	$	44,680
Equity securities		92,534		99,039		103,058		116,742
Municipal debt securities		141,848		126,764		239,398		233,584
Foreign government debt securities		8,608		8,470		—		—
U.S. government securities		1,392		1,370		—		—

Total trading investments	$	287,482	$	278,572	$	382,850	$	395,006

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

Total other investments	$	1,195,963	$	1,383,001	$	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.

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, 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

- 911 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 1. Financial Statements (continued)~~

Item 1.

Financial Statements (continued)

Investments (continued)

Included in other investments at March 31, 2007 is $32,399 of investments accounted for using the cost method. FASB Statement of Position FAS 115-1/124-1 requires that a company review cost method investments for other-than-temporary impairment whenever management estimates a fair value for such investments or when events or changes in circumstances have occurred that may have a significant adverse effect on the fair value of the investment.

At March 31, ~~2007, management reviewed the carrying value of these investments and estimated their aggregate fair value to be $35,138. As such, no impairment was recorded.~~

~~The carrying value of investments in debt securities by contractual maturity at March 31, 2007~~2008 and December 31, ~~2006 is as follows:~~2007, the debt securities in the table above primarily consist of municipal, U.S. and foreign government debt securities held by two funds that are consolidated in the Company’s condensed consolidated financial statements.

      Carrying Value
Maturity date
   March 31, 2007    December 31, 2006
<1 year
   $ 3,561    $ 776
1-5 years
   17,607    7,989
5-10 years
   59,107    2,772
After 10 years
   126,646    156,629

Total
   $ 206,921    $ 168,166

The Company consolidates certain ~~investments,~~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 trading and other investments. At March 31, ~~2007~~2008 and December 31, ~~2006,~~2007, the following balances related to these ~~entities~~funds were consolidated in the condensed consolidated statements of financial condition:


	March 31, 2007			December 31, 2006			March 31, 2008			December 31, 2007
Cash and cash equivalents	$	98,671		$	90,919		$	100,034		$	66,971
Investments		1,546,533			1,515,754			907,562			1,054,208
Other net liabilities		(189,189	)		(127,266	)		(119,433	)		(218,337	)
Non-controlling interest		(1,084,479	)		(1,109,092	)
Non-controlling interests								(579,496	)		(578,210	)

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

Total consolidated net assets	$	371,536		$	370,315

~~Total~~BlackRock’s total exposure to consolidated ~~net assets~~sponsored investment funds of ~~$371,536~~$308,667 and ~~$370,315~~$324,632 at March 31, ~~2007~~2008 and December 31, ~~2006,~~2007, respectively, ~~represent~~represents the fair value of the Company’s economic ownership interest in these ~~investments.~~sponsored investment funds. Valuation changes associated with these ~~investments~~consolidated investment funds are reflected in non-operating income and non-controlling interest. ~~Other net liabilities includes $180,811~~Approximately $117,028 and ~~$95,815~~$209,729 of ~~debt held~~borrowings by consolidated ~~investments~~sponsored investment funds at March 31, ~~2007~~2008 and December 31, ~~2006,~~2007, respectively, ~~which are~~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 ~~investments~~sponsored investment funds to use in its operating activities. In addition, the Company may not be readily able to sell investments held by consolidated ~~investments~~sponsored investment funds in order to obtain cash for use in its operations.

- 1012 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 1. Financial Statements (continued)~~

Item 1.

Financial Statements (continued)

~~Derivatives and Hedging~~Fair Value Disclosures

BlackRock adopted 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 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 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 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 investment.

- 13 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

Fair Value Disclosures (continued)

~~From time to time, the Company may consolidate~~Fair Value Measurements (continued)

Assets and Liabilities Measured at Fair Value on a ~~sponsored investment product that holds freestanding derivative financial instruments for trading purposes.~~ 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
Investments:
Available-for-sale	$	159,146	$	100,347	$	1,862	$	—	$	261,355
Trading		151,808		126,764		—		—		278,572
Consolidated sponsored investment funds		—		58,774		669,762		—		728,536
Equity method		—		—		593,224		33,455		626,679
Deferred compensation plan investments		—		—		23,732		—		23,732
Cost method		—		—		—		4,054		4,054

Total Investments	$	310,954	$	285,885	$	1,288,580	$	37,509	$	1,922,928

⁽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.

The Company ~~recognizes derivative instruments~~has $4,147,981 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 is not held at fair ~~value~~value. Excluding approximately $52,000 not subject to SFAS No. 157, approximately 96%, 4% and ~~records~~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 in 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, 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 are valued based on an assessment of each underlying investment, incorporating evaluation of additional significant third party financing, changes in ~~fair value~~valuations of comparable peer companies and the business environment of the company, among other factors.

Changes in ~~non-operating~~Level 3 Investments Measured at Fair Value on a Recurring Basis for the three months ended March 31, 2008


	Three Months Ended March 31, 2008
December 31, 2007	$	1,239,519
Realized and unrealized gains / (losses), net		7,294
Purchases, sales, other settlements and issuances, net		41,767
Net transfers in and/or out of Level 3		—

March 31, 2008	$	1,288,580

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	)

Realized and unrealized gains and losses recorded for Level 3 investments are reported in Non-operating income (expense) on the condensed consolidated statements of income. ~~BlackRock may also enter into derivative financial instruments~~Non-controlling interest expense is recorded for certain consolidated investments to ~~economically hedge market price exposures with respect~~reflect the portion of gains and losses not attributable to ~~seed investments in sponsored products or to hedge foreign currency exchange risk.~~ BlackRock.

- 15 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

Derivatives and Hedging

For the three months ended March 31, ~~2007~~2008 and ~~2006,~~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 2008 and 2007, the Company ~~entered into~~was a counterparty to a series of total return swaps to economically hedge against changes in fair value of ~~its~~certain investments in ~~certain~~ sponsored investment products. At March 31, ~~2007,~~2008 the outstanding total return swaps had an aggregate notional value of approximately ~~$65,000~~$79,084 and ~~resulted in a~~ net ~~loss~~realized and unrealized gains/(losses) of approximately ~~$292~~$9,486 and ($292) for the three months ended March 31, ~~2007.~~2008 and March 31, 2007, respectively, which were included in non-operating income in the Company’s condensed consolidated statements of income.

~~During first quarter~~In December 2007, BlackRock entered into capital support agreements, up to $100,000, with two enhanced cash funds, backed by letters of credit (“LOCs”) in which BlackRock agreed to reimburse the bank for any amounts drawn on the LOCs. At March 31, 2008 and December 31, 2007, the ~~Company also entered into a forward contract to sell 1.2 billion yen in August 2007~~derivative liability for the fair value of the capital support agreements for the two funds totaled approximately $9,300 and $12,000, respectively. The amount of the liability will increase or decrease as ~~a hedge against~~BlackRock’s obligation under the ~~foreign exchange risk associated with a consolidated sponsored investment product in Japan. The change in~~guarantee fluctuates based on the fair value inof the ~~forward contract is expected to offset the change in the value associated with foreign exchange, related to the Company’s investment in the sponsored investment fund. For~~derivative.

Goodwill

Goodwill at March 31, 2008 and changes during the three months ended March 31, ~~2007, the change in fair value of the forward contract was immaterial to the Company’s condensed consolidated statement of income.~~2008 were as follows:

~~Earnings Per Share~~


December 31, 2007	$	5,519,714
Goodwill adjustments related to:
Quellos		(20,881	)
Fund of hedge funds manager		1,581

Total goodwill adjustments		(19,300	)

March 31, 2008	$	5,500,414

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

Three Months Ended
March 31,
   2007    2006
Net income
   $ 195,388    $ 70,862

Basic weighted-average shares outstanding
   128,809,726    64,074,888
Dilutive potential shares from stock options and restricted stock units
   2,565,696    2,230,015
Dilutive potential shares from convertible debt
   520,148    426,657

Dilutive weighted-average shares outstanding
   131,895,570    66,731,560

Basic earnings per share
   $ 1.52    $ 1.11

Diluted earnings per share
   $ 1.48    $ 1.06

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 shares outstanding forDuring the three months ended March 31, ~~2007.~~2008, the Company reduced goodwill by $19,300. Approximately $15,800 of the reduction was as a result of the Company’s review of the Quellos purchase price allocation and $5,100 related to tax benefits realized from tax-deductible goodwill in excess of book goodwill. At March 31, 2008, the balance of the Quellos tax-deductible goodwill in excess of book goodwill was $422,000. 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.

- 1116 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 1. Financial Statements (continued)~~

Item 1.

Financial Statements (continued)

5.6.

~~Stock-Based Compensation~~Intangible Assets

~~BlackRock, Inc. Long-Term Incentive Plan (“LTIP”)~~

The ~~BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (“LTIP”) permitted the grant~~carrying amounts of up to $240,000 in deferred compensation awards (the “LTIP Awards”), of which the Company previously granted approximately $230,300. Approximately $210,000 of the LTIP awards were paid in January 2007. The awards were payable approximately 16.7% in cash and the remainder in BlackRock stock contributed by PNC and distributed to LTIP participants. Under a related share surrender agreement, PNC committed to provide up to 4,000,000 shares of BlackRock common stock to fund compensation programs. The payment of the January 2007 LTIP awards resulted in the surrender by PNC of approximately 1,000,000 shares of BlackRock common stock. The remaining approximately 3,000,000 shares which were committed andidentifiable intangible assets are available to support future long-term retention and incentive programs but are not subject to surrender by PNC until the programs are approved by the Management Development and Compensation Committee and awards are made in accordance with the share surrender agreement. The Company granted additional long-term incentive awards in January 2007 which included 1,540,050 restricted stock units that are intended to be settled using these shares.

Under the terms of the LTIP, employees elected to put approximately 95% of the stock portion of the awards back to the Company at a total fair market value of approximately $165,700. On the payment date, the Company recorded a capital contribution from PNC for the amount of shares funded by PNC. For the shares not put back to the Company, no dilution resulted from the delivery of stock pursuant to the awards since they were funded by shares held by PNC and were issued and outstanding at December 31, 2006. Put elections made by employees were accounted forsummarized as ~~treasury stock repurchases and are accretive to the Company’s earnings per share. The shares repurchased have been retained as treasury stock.~~

~~Share-Based Payment~~

~~The Company adopted SFAS No. 123R,~~~~Share-Based Payment~~, on January 1, 2006, using the modified-prospective transition approach, with no cumulative effect on net income. The total stock-based compensation expense before taxes associated with stock-based employee compensation plans was $40,252 and $11,213 for the three months ended March 31, 2007 and 2006, respectively.follows:


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

March 31, 2008	$	5,378,132	$	1,165,472		$	6,543,604

~~- 12 -~~

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

~~Item 1. Financial Statements (continued)~~

~~Stock-Based Compensation (continued)~~

~~Stock Options~~

~~Options outstanding as of March 31, 2007 and changes~~The purchase price adjustments to intangible assets during the three months ended March 31, ~~2007 were as follows:~~

Outstanding at

Shares
Under
Option

Weighted
Average
Exercise
Price

Aggregate
Intrinsic
Value
December 31, 2006
   4,457,669 $ 36.90    $ 512,624
Granted
   1,545,735 $ 167.76    —
Exercised
   (860,084 ) $ 37.42    $ 102,255

March 31, 2007
   5,143,320 $ 76.14    $ 430,030

~~The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between~~2008 primarily related to the Company’s ~~closing stock~~review of its purchase price ~~on the last trading day~~allocation of the first quarter of fiscal 2007 of $159.75 and the exercise price, multiplied by the number of in-the-money options) that all option holders would have received had they exercised their options on March 31, 2007. This amount changes based on the fair market value of the Company’s stock. Total intrinsic value of options exercised for the three months ended March 31, 2007 and 2006 was $102,255 and $5,769, respectively.

~~As of March 31, 2007, the Company had 3,597,585 shares under option which were exercisable.~~

On January 31, 2007, the Company awarded options to purchase 1,545,735 shares of BlackRock common stock to certain executives as long-term incentive compensation. The options vest on September 29, 2011, provided that the Company has actual GAAP earnings per share of at least $5.20 in 2009, $5.52 in 2010 or $5.85 in 2011. An alternative performance hurdle provides for vesting of the awards based on specific targets for the Company’s earnings growth performance to peers over the term of the awards. The options have a strike price of $167.76, which was based upon the closing price of the shares on the grant date. Fair value, as calculated in accordance with a modified Black-Scholes model, was approximately $45.88 per option. The fair value of the options is being amortized over the vesting period as the performance hurdles were deemed to be probable of occurring.

~~Assumptions used in the calculation of grant-date fair value for the stock options issued in January 2007 were as follows:~~



~~Exercise Price~~		~~$167.76~~
~~Expected Term (years)~~		~~7.335~~
~~Expected Volatility~~		~~24.5%~~
~~Dividend Yield~~		~~1.0%-4.44%~~
~~Risk Free Interest Rate~~		~~4.8%~~

~~- 13 -~~

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

~~Item 1. Financial Statements (continued)~~

~~Stock-Based Compensation (continued)~~

~~Stock Options (continued)~~

The Company’s expected option term was derived using the mathematical average between the earliest vesting date and the option expiration date in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 107. The Company’s expected stock volatility assumption was based upon historical stock price fluctuations of BlackRock’s common stock. The dividend yield assumption was derived using estimated dividends over the expected term and the stock price at date of grant. The risk free interest rate is based on the U.S. Treasury yield at date of grant.

~~Restricted Stock and Stock Units~~

~~Unvested restricted stock and stock unit awards at March 31, 2007 and changes during the three months then ended were as follows:~~

Outstanding at

Unvested
Restricted
Stock and
Units

Weighted
Average
Grant Date
Fair Value
December 31, 2006
   1,516,063 $ 133.44
Granted
   2,447,418 $ 168.48
Vested
   (105,036 ) $ 126.50

March 31, 2007
   3,858,445 $ 155.84

On January 25, 2007, the Company issued 901,609 restricted stock units (“RSUs”) to employees in conjunction with their annual service awards. The RSU awards vest 33.3% per year through January 2010. The value of the RSUs was calculated using BlackRock’s closing stock price on the date of grant, or $169.70. The grant date fair value of the RSUs is being amortized into earnings on the straight-line method over the requisite service period, net ~~of expected forfeitures, for each separately vesting portion of the award as if the award was, in substance, multiple awards.~~

On January 31, 2007, the Company issued 1,540,050 restricted stock units (“RSUs”) to employees as long-term incentive compensation. 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. An alternative performance hurdle provides for vesting of the awards based on specific targets for the Company’s earnings growth performance to 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, or $167.76. The grant-date fair value of the RSUs is being amortized into earnings over the vesting period, net of expected forfeitures.

At March 31, 2007, there was $487,299 in unrecognized stock-based compensation expense related to nonvested restricted stock and restricted stock unit awards. The Company expects to recognize that cost over a weighted-average period of 4.0 years.

~~- 14 -~~

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

~~Item 1. Financial Statements (continued)~~

~~Goodwill~~

~~During the three months ended March 31, 2007, the Company increased its deferred tax liabilities~~assets acquired in the MLIM transaction in the amount of $33,244 as the result of a $68,793 adjustment to the expected state tax rate applicable to such reserves, offset by $35,549 of additional federal income tax compensation deductions expected to be received in the future.from Quellos.

Borrowings

Short-Term Borrowings

In ~~December 2006,~~August 2007, the Company entered into a five-year $2,500,000 unsecured revolving credit ~~agreement with a syndicate of banking institutions with an initial borrowing capacity of $600,000 (the “Credit Agreement”). The term of~~ facility (“the ~~facility is five years and interest currently accrues at the applicable London Interbank Offer Rate (“LIBOR”~~2007 facility”) plus 0.20%. The Company pays a commitment fee of 0.04% per annum on the undrawn balance. Additionally, for each day that the total amount outstanding is greater than 50% of the total commitments by all lenders,, which permits the Company pays a utilization fee of 0.05% per annum on the total amount outstanding. Financial convenants in the Credit Agreement require BlackRock to maintain a maximum debt/EBITDA ratio of 3.0 and a minimum EBITDA/interest expense ratio of 4.0. As of March 31, 2007, the Company was in compliance with such covenants. The facility is intended to fund various investment opportunities as well as BlackRock’s near-term operating cash requirements.

~~In February 2007, the Company increased the maximum capacity of the facility to $800,000. The Credit Agreement allows BlackRock~~ to request an additional ~~$200,000~~$500,000 of borrowing capacity, subject to lender credit approval, up to a maximum of ~~$1,000,000.~~ $3,000,000. The 2007 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, 2008.

At March 31, ~~2007,~~2008, the Company had ~~$550,000~~$300,000 outstanding onunder the ~~facility.~~2007 facility with interest rates between 2.855% to 5.105% and maturity dates between April 2008 and September 2008. During April ~~2007,~~2008, the Company repaid ~~$80,000 on~~$100,000 of the ~~facility and extended~~balance outstanding at March 31, 2008.

Long-Term Borrowings

At March 31, 2008, the ~~remaining balance into May 2007.~~estimated fair value of the Company’s $249,997 aggregate principal amount of convertible debentures was $556,700. The fair value was estimated using market prices.

~~Supplemental Statements of Cash Flow Information~~

~~Supplemental disclosure~~At March 31, 2008, the estimated fair value of ~~cash flow information is as follows:~~the Company’s $700,000 long-term notes was $731,353. The fair value was estimated using an applicable bond index.

Three Months Ended
March 31,
   2007    2006
Cash paid for interest
   $ 6,707    $ 3,281

Cash paid for income taxes
   $ 50,315    $ 29,305

- 1517 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 1. Financial Statements (continued)~~

Item 1.

Financial Statements (continued)

~~Supplemental Statements of Cash Flow Information (continued)~~Related Party Transaction

~~Supplemental schedule~~On February 29, 2008, the Company committed to provide financing, if needed, of ~~non-cash transactions~~up to $60,000 to Anthracite Capital, Inc. (“Anthracite”), a specialty commercial real estate finance company that is ~~as follows:~~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. 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 subsequently repaid in April 2008.

Three Months Ended
March 31,
   2007    2006
Reissuance of treasury stock at a discount to its cost basis
   $ 63,953    $ 6,601
Net decrease in investments due to deconsolidation of sponsored investment funds

$
181,953
   $ —
Net decrease in non-controlling interest due to deconsolidation of sponsored investment funds

$
203,923
   $ —
PNC LTIP capital contribution
   $ 173,497    $ —
Accrued fee-sharing payment
   $ —      $ 50,000

Commitments and Contingencies

Legal Proceedings

BlackRock has received subpoenas from various U.S. federal and state governmental and regulatory authorities and various information requests from the ~~SEC~~Securities and Exchange Commission (“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 ~~including a number~~and certain of ~~the legal entities acquired in the MLIM transaction, has~~its subsidiaries have been named as ~~a defendant~~defendants in various legal actions, including arbitrations, class actions, and other litigation and regulatory proceedings arising in connection with BlackRock’s activities. Additionally, the investment funds that the Company manages are subject to lawsuits, any of which could harm the investment returns of the applicable fund or result in managers being liable to the funds for any resulting damages. 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,~~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 ~~currently~~ anticipate that the aggregate liability, if any, arising out of ~~such~~ 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 ~~and cash flows~~ in any future reporting period.

~~- 16 -~~

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

~~Item 1. Financial Statements (continued)~~

~~Commitments and Contingencies (continued)~~

Indemnifications

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

Under the Transaction Agreement in the MLIM ~~transaction,~~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) 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 ~~transactions,~~transaction, and (4) 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. 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.

10.

~~Subsequent Events~~Stock-Based Compensation

~~In April 2007,~~The components of the ~~Company purchased from a subsidiary~~Company’s stock-based compensation expense are comprised of PNC rights to receive certain cash flows from sponsored mutual funds without a front-end sales charge (“back-end load shares”). The fair value of these assets will be capitalized and subsequently amortized over periods between one and seven years. The Company also acquired the rights to related distribution and service fees from certain funds and contingent deferred sales commissions (“CDSCs”) upon shareholder redemption of certain back-end load shares. The purchase price of such rights was $33,996.

In April 2007, the State of New York enacted income tax law changes which will impact BlackRock’s income tax expense. The Company is in the process of determining the impact of such changes, which could be material.following:

~~11.~~

~~Restatement~~

On August 10, 2007, the Company filed a Form 8-K reporting that the condensed consolidated statement of cash flows for the three months ended March 31, 2007 should no longer be relied upon. The Company reclassified cash flows related to certain consolidated fund investments, primarily acquired in the MLIM transaction, between operating cash flows and financing cash flows as required by GAAP.

~~The line items impacted by the restatement on the condensed consolidated statement of cash flows for the three months ended March 31, 2007 are as follows:~~

   Three months ended March 31, 2007

As
Previously
Reported
Adjustment As Restated
Cash flows from operating activities:

Other net unrealized gains and net purchases of investments (previously titled net unrealized gain on investments)
   $ (100,235 ) $ (76,272 ) $ (176,507 )
Changes in operating assets and liabilities:

Investments, trading
   6,353 (27,006 ) (20,653 )
Other liabilities
   110,861 (84,996 ) 25,865
Other net cash flows from operating activities
   (313,905 ) —   (313,905 )

Total cash flows from operating activities
   (296,926 ) (188,274 ) (485,200 )

Cash flows from investing activities:
   (171,080 ) —   (171,080 )

Cash flows from financing activities:

Subscriptions received from non-controlling interest holders, net of redemptions
   (48,663 ) 103,278 54,615
Debt held by consolidated investments
   —   84,996 84,996
Other net cash flows from financing activities
   372,990 —   372,990

Total cash flows from financing activities:
   324,327 188,274 512,601

Effect of exchange rate changes on cash and cash equivalents
   2,203 —   2,203

Net change in cash and cash equivalents
   ($ 141,476 ) $ —   $ (141,476 )

In conjunction with the above changes, the supplemental schedule of non-cash transactions included in Note 8 above was also restated. The restatements consisted of a revision of the disclosure of the gross changes in investments due to the consolidation and deconsolidation of certain sponsored investment funds to a net presentation for net deconsolidations, which decreased by $103,306 from the amounts previously reported on a gross basis, and the revision of the disclosure of the gross changes in non-controlling interest for consolidation and deconsolidation of certain sponsored investment funds to a net presentation for net deconsolidations, which increased by $102,669 from the amounts previously reported on a gross basis.


	Three Months Ended March 31,
	2008		2007
Stock-based compensation:
Restricted stock and restricted stock units (“RSUs”)	$	50,985	$	27,019
Stock options		3,533		2,356
Long-term incentive plans (funded by PNC)		15,021		12,043

Total stock-based compensation	$	69,539	$	41,418

- 1719 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

10.

Stock-Based Compensation (continued)

Stock Options

Options outstanding at March 31, 2008 and changes during the three months ended March 31, 2008 were 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 of options exercised during the three months ended March 31, 2008 was $23,526.

At March 31, 2008, the Company had $53,189 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 years.

Restricted Stock and RSUs

Restricted stock and RSU activity at March 31, 2008 and changes during the three months then ended March 31, 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)

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.

In January 2008, the Company granted 1,186,306 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 over three years.

At March 31, 2008, there was $630,940 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 years.

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, which has all been granted at March 31, 2008.

- 21 -

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,
	2008		2007
Net income	$	241,671	$	195,388

Basic weighted-average shares outstanding		128,904,253		128,809,726
Dilutive potential shares from stock options and restricted stock units		2,601,255		2,565,696
Dilutive potential shares from convertible debt		793,917		520,148
Dilutive potential shares from acquisition-related contingent stock payments		577,128		—

Dilutive weighted-average shares outstanding		132,876,553		131,895,570

Basic earnings per share	$	1.87	$	1.52

Diluted earnings per share	$	1.82	$	1.48

Shares issued in acquisition

On October 1, 2007, the Company acquired the fund of funds business of Quellos. The Company issued 1,191,785 shares of newly-issued BlackRock common stock that were placed into an escrow account. The shares issued have no dilutive effect for the three months ended March 31, 2008. Such 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.

- 22 -

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 fee revenue by asset class for the three months ended March 31, 2008 and 2007, respectively.


	Three Months Ended March 31,
	2008		2007
Investment advisory and administration base fees (in thousands)
Fixed income	$	221,503	$	218,723
Equity and balanced		602,627		469,031
Cash management		174,554		115,389
Alternative investments		134,194		70,365

Total investment advisory and administration base fees	$	1,132,878	$	873,508

The following chart shows the Company’s revenues for the three months ended March 31, 2008 and 2007.


	Three Months Ended March 31,
Revenues (in millions)	2008		% of total		2007		% of total
North America	$	829.2	63.8	%	$	656.9	65.3	%
Europe		417.0	32.1	%		312.2	31.1	%
Asia-Pacific		53.9	4.1	%		36.3	3.6	%

Total revenues	$	1,300.1	100.0	%	$	1,005.4	100.0	%

- 23 -

PART I – FINANCIAL INFORMATION (continued)

Item 1.

Financial Statements (continued)

12.

Segment Information (continued)

The following chart shows the Company’s long-lived assets, including goodwill and property and equipment at March 31, 2008 and December 31, 2007.


Long-lived Assets (in millions)	March 31, 2008				December 31, 2007
North America	$	5,674.8	98.3	%	$	5,695.2	98.4	%
Europe		39.9	0.7	%		34.6	0.6	%
Asia-Pacific		56.3	1.0	%		56.4	1.0	%

Total long-lived assets	$	5,771.0	100.0	%	$	5,786.2	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 are aggregated on a legal entity jurisdiction basis and do not necessarily reflect where the customer is sourced or where the asset is physically located.

- 24 -

PART I – FINANCIAL INFORMATION (continued)

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

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, including its separately managed accounts and the investments of the former MLIM business:~~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 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 advisory and administration fees earned by BlackRock and the carrying value of certain ~~investments~~assets and liabilities denominated in foreign currencies; ~~(14)~~(15) the impact of changes to tax legislation and, generally, the tax position of the Company; ~~(15)~~(16) BlackRock’s ability to successfully integrate the MLIM ~~business~~and Quellos Businesses with its existing business; ~~(16)~~(17) the ability of BlackRock to effectively manage the former MLIM and Quellos assets along with its historical assets under management; ~~and (17)~~(18) BlackRock’s success in maintaining the distribution of its ~~products.~~products; and (19) BlackRock may elect to provide support to its products from time to time.

- 1825 -

PART I – FINANCIAL INFORMATION (continued)

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

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 ~~$1.154~~$1.364 trillion of assets under management (“AUM”) at March 31, ~~2007.~~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 ~~mutual~~ funds. In addition, BlackRock provides risk management, strategic advisory and enterprise investment system ~~outsourcing and financial advisory~~ services to ~~institutional investors.~~ a broad base of clients.

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”). ~~Immediately following~~On October 1, 2007, BlackRock acquired certain assets and assumed certain liabilities of the ~~closing,~~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, 2008, Merrill Lynch owned ~~45%~~approximately 45.0% of the Company’s voting common stock and approximately ~~49.3%~~48.9% of the ~~total~~Company’s capital stock on a fully diluted basis ~~of the combined company~~ and The PNC Financial Services Group, Inc. (“PNC”) owned approximately ~~34%~~33.4% of the ~~combined company (as compared with 69% immediately prior to the closing).~~capital stock.

The following table summarizes BlackRock’s operating performance for each of the three months ended March 31, ~~2007~~2008 and ~~2006~~2007 and December 31, ~~2006.~~2007. Certain prior year amounts have been reclassified to conform to ~~2007 presentation:~~2008 presentation.

BlackRock, Inc.

Financial Highlights

(Dollar amounts in thousands, except per share data)

(unaudited)


	Three months ended						Variance vs.						Three Months Ended									Variance vs.
	March 31,				December 31,		March 31, 2006			December 31, 2006			March 31,						December 31,			March 31, 2007				December 31, 2007
	2007		2006		2006		Amount		%	Amount		%	2008			2007			2007			Amount		%		Amount			%
Total revenue	$	1,005,374	$	395,660	$	1,018,525	$	609,714	154.1%	$	(13,151)	(1.3)%	$	1,300,138		$	1,005,374		$	1,444,179		$	294,764	29.3	%	$	(144,041	)	(10.0	)%
Total expense	$	733,143	$	295,633	$	772,443	$	437,510	148.0%	$	(39,300)	(5.1)%
Total expenses													$	904,448		$	733,143		$	976,463		$	171,305	23.4	%	$	(72,015	)	(7.4	)%
Operating income^(a)	$	272,231	$	100,027	$	246,082	$	172,204	172.2%	$	26,149	10.6%	$	395,690		$	272,231		$	467,716		$	123,459	45.4	%	$	(72,026	)	(15.4	)%
Operating income, as adjusted^(a)	$	296,360	$	157,274	$	318,345	$	139,086	88.4%	$	(21,985)	(6.9)%	$	416,319		$	310,909		$	489,212		$	105,410	33.9	%	$	(72,893	)	(14.9	)%
Net income	$	195,388	$	70,862	$	169,422	$	124,526	175.7%	$	25,966	15.3%	$	241,671		$	195,388		$	322,439		$	46,283	23.7	%	$	(80,768	)	(25.0	)%
Net income, as adjusted^(b)	$	209,240	$	82,363	$	211,733	$	126,877	154.0%	$	(2,493)	(1.2)%	$	253,060		$	209,240		$	333,748		$	43,820	20.9	%	$	(80,688	)	(24.2	)%
Diluted earnings per share^(c)	$	1.48	$	1.06	$	1.28	$	0.42	39.6%	$	0.20	15.6%	$	1.82		$	1.48		$	2.43		$	0.34	23.0	%	$	(0.61	)	(25.1	)%
Diluted earnings per share, as adjusted^{(b) (c)}	$	1.59	$	1.23	$	1.61	$	0.36	29.3%	$	(0.02)	(1.2)%	$	1.90		$	1.59		$	2.52		$	0.31	19.5	%	$	(0.62	)	(24.6	)%
Average diluted shares outstanding^(c)		131,895,570		66,731,560		131,853,835		65,164,010	97.7%		41,735	0.0%
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		27.1%		25.3%		24.2%								30.4	%		27.1	%		32.4	%
Operating margin, as adjusted^(a)		34.0%		42.0%		35.6%								37.6	%		36.7	%		38.8	%

Assets under management ($ in millions)	$	1,154,164	$	463,060	$	1,124,627	$	691,104	149.2%	$	29,537	2.6%	$	1,364,436		$	1,154,164		$	1,356,644		$	210,272	18.2	%	$	7,792		0.6	%

- 1926 -

PART I – FINANCIAL INFORMATION (continued)

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

~~(continued)~~

Item 2.

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

Overview (continued)

BlackRock, Inc.

Financial Highlights

(continued)

(a) While BlackRock reports its financial results on a GAAP basis, 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. Certain prior year non-GAAP data has been restated to conform to current year presentation.

(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, divided by revenue used for operating margin measurement, as indicated in the table below. ~~Computations~~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 ~~include~~includes affiliated and unaffiliated portfolio administration and servicing ~~costs and~~costs. Certain prior period non-GAAP data has been reclassified to conform to current presentation. Computations for all periods are derived from the Company’s condensed consolidated ~~financial~~ statements of income as follows:


	Three months ended									Three Months Ended
	March 31,						December 31,			March 31,						December 31,
	2007			2006			2006			2008			2007			2007
Operating income, GAAP basis	$	272,231		$	100,027		$	246,082		$	395,690		$	272,231		$	467,716
Non-GAAP adjustments:
PNC LTIP funding obligation											15,021			12,043			13,927
Merrill Lynch compensation contribution											2,500			2,500			2,500
MLIM integration costs		7,100			6,579			51,349			—			7,100			923
PNC LTIP funding obligation		12,043			11,676			13,964
Fee sharing payment		—			34,450			—
Appreciation on assets related to deferred compensation plans		2,486			4,542			5,102
Merrill Lynch compensation contribution		2,500			—			1,848
Quellos integration costs											—			—			320
Closed-end fund launch costs											3,739			13,152			766
Closed-end fund launch commissions											164			1,397			71
Compensation expense related to (depreciation) appreciation on deferred compensation plans											(795	)		2,486			2,989

Operating income, as adjusted	$	296,360		$	157,274		$	318,345		$	416,319		$	310,909		$	489,212


Revenue, GAAP basis	$	1,005,374		$	395,660		$	1,018,525		$	1,300,138		$	1,005,374		$	1,444,179
Non-GAAP adjustments:
Portfolio administration and servicing costs		(126,677	)		(15,159	)		(120,259	)		(155,739	)		(131,086	)		(146,606	)
Amortization of deferred sales costs											(30,208	)		(21,558	)		(29,057	)
Reimbursable property management compensation		(6,642	)		(5,598	)		(4,922	)		(6,119	)		(6,642	)		(6,287	)

Revenue used for operating margin measurement, as adjusted	$	872,055		$	374,903		$	893,344		$	1,108,072		$	846,088		$	1,262,229


Operating margin, GAAP basis		27.1	%		25.3	%		24.2	%		30.4	%		27.1	%		32.4	%

Operating margin, as adjusted		34.0	%		42.0	%		35.6	%		37.6	%		36.7	%		38.8	%

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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)

(continued)

Management believes that operating income, as adjusted, and operating margin, as adjusted, are effective indicators of management’s ability ~~to, and useful to management in deciding how~~ 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. MLIM integration costs consist principally of certain professional fees, rebranding costs and compensation costs related to the integration which were reflected in GAAP net income. MLIM integration costs have been deemed non-recurring by management and have been excluded from operating income, as adjusted, and operating margin per share, as adjusted, to help ensure the comparability of this information to prior periods.

Non-GAAP Operating Income Adjustments:

The portion of the ~~LTIP~~Long-Term Incentive Plan (“LTIP”) expense associated with awards ~~met by~~funded through the distribution to participants of shares of BlackRock common stock held by PNC ~~has~~and the anticipated Merrill Lynch compensation contribution have been excluded because, exclusive of the impact related to LTIP participants’ put options, these charges do not impact BlackRock’s book value. ~~A fee sharing payment made~~MLIM and Quellos integration costs consist principally of certain professional fees and rebranding costs related to the integration which were reflected in ~~the first quarter 2006 has~~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 ~~it represents a non-recurring payment (based upon a~~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 ~~fee) pursuant to~~for the ~~SSRM Holdings, Inc. acquisition agreement.~~respective periods. Compensation expense associated with appreciation on assets related to ~~BlackRock’s~~certain BlackRock deferred compensation plans has been excluded ~~because investment~~as returns on investments for these ~~assets~~plans are reported in non-operating ~~income, net of the related impact on compensation expense, result in a nominal impact to net~~ income. ~~The portion of the compensation expense related to incentive awards to be funded by Merrill Lynch has been excluded because it is not expected to impact BlackRock’s book value.~~

~~- 20 -~~

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

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~Non-GAAP Revenue Adjustments:

~~Overview (continued)~~

~~BlackRock, Inc.~~

~~Financial Highlights~~

~~(continued)~~

~~(a) (continued)~~

Portfolio administration and servicing costs 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 sales costs are excluded from revenue used for operating margin measurement, as adjusted, because such costs offset distribution fee revenue earned by the Company. Reimbursable property management compensation represents compensation and benefits paid to certain BlackRock Realty Advisors, Inc. (“Realty”) personnel. These employees are retained on Realty’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.

(b) While BlackRock reports its financial results on a GAAP basis, 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.

- 28 -

PART I – FINANCIAL INFORMATION (continued)

      Three months ended
   March 31,    December 31,
   2007    2006    2006
Net income, GAAP basis
   $ 195,388    $ 70,862    $ 169,422
Non-GAAP adjustments, net of tax

MLIM integration costs
   4,544    4,145    32,350
PNC LTIP funding obligation
   7,708    7,356    8,797
Merrill Lynch compensation contribution
   1,600    —      1,164

Net income, as adjusted
   $ 209,240    $ 82,363    $ 211,733

Diluted weighted average shares outstanding
   131,895,570    66,731,560    131,853,835

Diluted earnings per share, GAAP basis
   $ 1.48    $ 1.06    $ 1.28

Diluted earnings per share, as adjusted
   $ 1.59    $ 1.23    $ 1.61

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
	March 31,				December 31,
	2008		2007		2007
Net income, GAAP basis	$	241,671	$	195,388	$	322,439
Non-GAAP adjustments, net of tax:
PNC LTIP funding obligation		9,764		7,708		8,913
Merrill Lynch compensation contribution		1,625		1,600		1,600
MLIM integration costs		—		4,544		591
Quellos integration costs		—		—		205

Net income, as adjusted	$	253,060	$	209,420	$	333,748

Diluted weighted average shares outstanding ^(c)		132,876,553		131,895,570		132,578,679

Diluted earnings per share, GAAP basis^(c)	$	1.82	$	1.48	$	2.43

Diluted earnings per share, as adjusted^(c)	$	1.90	$	1.59	$	2.52

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 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 LTIP participants’ put options, 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. ~~MLIM integration~~Integration costs consist principally of ~~compensation costs,~~ professional fees and rebranding costs incurred in conjunction with the MLIM integration. The portion of LTIP expense associated with awards funded by the distribution to participants of shares of BlackRock stock held by PNC has been excluded from net income, as adjusted, and diluted earnings per share, as adjusted, because these charges do not impact BlackRock’s book value. The portion of the current year compensation expense related to incentive awards to be funded by Merrill Lynch has been excluded because it is not expected to impact BlackRock’s book value.integrations.

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

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

- 2129 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (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, ~~Australia~~Hong Kong and ~~Hong Kong.~~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. ~~In addition,~~ 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 Merrill Lynch International Investment Funds (“MLIIF”), which was rebranded in April 2008 and subsequently named BlackRock Global Funds (“BGF”), which is authorized for distribution in more than 3035 jurisdictions worldwide. In the United States, the primary retail offerings include a wide variety of open-end and closed-end ~~funds, including BlackRock Funds and the BlackRock Liquidity Funds.~~funds. Additional fund offerings include structured products, real estate funds, hedge funds, ~~and~~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 ~~globally~~both inside and outside the United States that is focused on ~~acquiring~~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 of its products and services through Merrill Lynch.

BlackRock derives a substantial portion of its revenue from investment advisory and administration 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 fees generally are earned after a given period of time or when investment performance exceeds a contractual threshold. 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 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 and enterprise investment system outsourcing to clients. Fees earned forBlackRock Solutions services are based on a number of factors including pre-determined percentages of the market value of assets subject to the services and the number of individual investment accounts, or fixed fees. Fees earned on risk management, investment analytic and investment system assignments are recorded as other revenue in the condensed consolidated statements of income.

- 2230 -

PART I – FINANCIAL INFORMATION (continued)

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

Item 2.

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

Overview (continued)

Operating ~~expense primarily consists of~~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 ~~includes~~reflects salaries, deferred and incentive compensation, ~~long-term retention and incentive plans~~stock-based compensation and related benefit costs. Portfolio administration and servicing costs reflect payments made to Merrill Lynch-affiliated entities and 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)

~~(unaudited)~~

                        Variance
   March 31,    December 31, *    March 31,
Quarter to
Quarter

Year to
Year
   2007    2006
Fixed income
   $ 470,513    $ 462,049    $ 318,529    1.8%    47.7%
Equity and balanced
   402,983    392,708    40,751    2.6%    NM
Cash management
   244,838    235,768    86,484    3.8%    183.1%
Alternative investments products
   35,830    34,102    17,296    5.1%    107.2%

Total
   $ 1,154,164    $ 1,124,627    $ 463,060    2.6%    149.2%

~~NM – Not Meaningful~~


							Variance
	March 31, 2008		December 31,		March 31,		Quarter to Quarter		Year to Year
	March 31, 2008		2007				Quarter to Quarter		Year to Year
Fixed income	$	514,673	$	513,020	$	470,513	0.3	%	9.4	%
Equity and balanced		426,935		459,182		402,983	(7.0	)%	5.9	%
Cash management		349,208		313,338		244,838	11.4	%	42.6	%
Alternative investments		73,620		71,104		35,830	3.5	%	105.5	%

Total	$	1,364,436	$	1,356,644	$	1,154,164	0.6	%	18.2	%

AUM increased approximately ~~$691.1~~$7.8 billion, or ~~149.2%~~0.6%, to ~~$1.154~~$1.364 trillion at March 31, ~~2007,~~2008, compared ~~with $463.1 billion~~to $1.357 trillion at ~~March~~December 31, ~~2006.~~2007. The growth in AUM was attributable to ~~$589.2 billion acquired in the MLIM Transaction, $53.4 billion in market appreciation, $39.5~~$35.2 billion in net subscriptions and ~~$9.0~~$10.2 billion in foreign exchange ~~gains.~~gains, offset by $37.6 billion in net market depreciation. Net subscriptions of ~~$39.5~~$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.

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, ~~2007~~2008 were ~~primarily~~ attributable to net new business of ~~$20.3~~$102.0 billion in cash management products, ~~$11.7~~$21.6 billion in equity and balanced products, $20.7 billion in fixed income products and ~~$5.2~~$14.1 billion in alternative investment products. ~~Market appreciation~~Foreign exchange gains of ~~$53.4~~$21.2 billion ~~largely reflected appreciation~~consisted primarily of $13.2 billion in equity and balanced assets and $6.5 billion in fixed income assets. Market appreciation of ~~$30.2~~$8.8 billion ~~as equity markets improved during the period ended March 31, 2007 and market~~largely reflected appreciation on fixed income products of ~~$19.3~~$16.9 billion due to current income and changes in market interest ~~rates. Foreign exchange gains of $9.0 billion consisted primarily of $5.9 billion~~rates, partially offset by market depreciation in equity and balanced assets ~~and $2.7~~of $10.8 billion, ~~in fixed income assets.~~

AUM increased approximately $29.5 billion, or 2.6%, to $1.154 trillion at March 31, 2007, compared to $1.125 trillion at December 31, 2006. The growth in AUM was attributable to $14.4 billion in net subscriptions, $13.7 billion in market appreciation and $1.4 billion in foreign exchange gains. Net subscriptions of $14.4 billion foras equity markets declined during the three months ended March 31, 2007 were attributable to net new business of $8.4 billion in cash management products, $3.5 billion in fixed income products, $1.6 billion in equity and balanced products and $0.9 billion in alternative products. Market appreciation of $13.7 billion primarily reflected appreciation in equity and balanced assets of $7.8 billion, as equity markets improved during the period ended March 31, 2007 and market appreciation on fixed income products of $4.5 billion due to current income and changes in market interest rates. Foreign exchange gains of $1.4 billion consisted primarily of $0.9 billion in equity and balanced assets and $0.4 billion in fixed income assets.

* AUM reflects a reclassification of MLIM acquired assets of approximately $7.9 billion from fixed income to cash management.2008.

- 2331 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (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 three months ended March 31, ~~2007.~~2008.

BlackRock, Inc.

Component Changes in Assets Under Management

For the Quarter Ended March 31, 2008

(Dollar amounts in millions)


	December 31, 2007		Net subscriptions (redemptions)			Market appreciation (depreciation)			Foreign Exchange¹		March 31, 2008
Fixed income	$	513,020	$	(2,935	)	$	1,347		$	3,241	$	514,673
Equity and balanced		459,182		(319	)		(38,054	)		6,126		426,935
Cash management		313,338		35,144			424			302		349,208
Alternative investments		71,104		3,323			(1,332	)		525		73,620

Total	$	1,356,644	$	35,213		$	(37,615	)	$	10,194	$	1,364,436

BlackRock, Inc.
Year to Date 2007 Component Changes in Assets Under Management
(Dollar amounts in millions)
(Unaudited)


December 31,
2006¹

Net
subscriptions
(redemptions)

Foreign
Exchange ³

Market
appreciation
(depreciation)

March 31,
2007
Fixed income
   $ 462,049    $ 3,546    $ 424    $ 4,494    $ 470,513
Equity and balanced
   392,708    1,612    912    7,751    402,983
Cash management
   235,768    8,387    17    666    244,838
Alternative investments products
   34,102    890    34    804    35,830

Total
   $ 1,124,627    $ 14,435    $ 1,387    $ 13,715    $ 1,154,164

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

The following table presents the component changes in BlackRock’s AUM for the twelve months ended March 31, ~~2007.~~2008.

BlackRock, Inc.

Component Changes in Assets Under Management

For the Twelve Months Ended March 31, 2008

(Dollar amounts in millions)


BlackRock, Inc. Component Changes in Assets Under Management For the Twelve Months Ended March 31, 2007 (Dollar amounts in millions) (Unaudited)
	March 31, 2006		Net subscriptions (redemptions)		Acquisitions/ Reclassifications ²		Foreign Exchange ³		Market appreciation (depreciation)		March 31, 2007		March 31, 2007		Net subscriptions (redemptions)		Acquisition¹		Market appreciation (depreciation)			Foreign Exchange²		March 31, 2008
Fixed income	$	318,529	$	2,338	$	127,654	$	2,664	$	19,328	$	470,513	$	470,513	$	20,717	$	—	$	16,938		$	6,505	$	514,673
Equity and balanced		40,751		11,682		314,419		5,885		30,246		402,983		402,983		21,558		—		(10,796	)		13,190		426,935
Cash management		86,484		20,318		135,629		201		2,206		244,838		244,838		102,028		—		1,693			649		349,208
Alternative investments products		17,296		5,190		11,456		278		1,610		35,830
Alternative investments														35,830		14,115		21,868		960			847		73,620

Total	$	463,060	$	39,528	$	589,158	$	9,028	$	53,390	$	1,154,164	$	1,154,164	$	158,418	$	21,868	$	8,795		$	21,191	$	1,364,436

~~AUM~~Data reflects ~~a reclassification of MLIM~~net assets acquired ~~assets of approximately $7.9 billion from fixed income to cash management.~~in the Quellos Transaction on October 1, 2007.

Data reflects the reclassification of $14.0 billion of fixed income oriented absolute return and structured product alternatives to fixed income, as well as the net assets acquired from MLIM in the year-ended March 31, 2007.

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

- 2432 -

PART I – FINANCIAL INFORMATION (continued)

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

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

Operating results for the three months ended March 31, ~~2007~~2008, as compared with the three months ended March 31, ~~2006.~~2007.

Operating results for the three months ended March 31, 2007 reflect the impact of the MLIM Transaction, which closed on September 29, 2006. The magnitude of the acquired business is the primary driver of most line item variances in the analysis below which compares the three months ended March 31, 2007 to the three months ended March 31, 2006. Certain prior year amounts have been reclassified to conform to 2007 presentation:

Revenue

Three months ended
March 31,
   Variance
(Dollar amounts in thousands)    2007    2006    Amount %
Investment advisory and administration fees:

Fixed income
   $ 233,907    $ 111,861    $ 122,046 109.1%
Cash management
   115,389    29,815    85,574 287.0%
Equity and balanced
   453,847    54,058    399,789 NM
Alternative investment products
   70,365    39,367    30,998 78.7%

Investment advisory and administration base fees
   873,508    235,101    638,407 271.5%
Investment advisory performance fees
   22,418    114,607    (92,189 ) (80.4)%

Total investment advisory and administration fees
   895,926    349,708    546,218 156.2%
Other revenue:

BlackRock Solutions
   42,314    34,050    8,264 24.3%
Other revenue
   67,134    11,902    55,232 464.1%

Total other revenue
   109,448    45,952    63,496 138.2%

Total revenue
   $ 1,005,374    $ 395,660    $ 609,714 154.1%

~~NM – Not Meaningful~~


	Three Months Ended March 31,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount			%
Investment advisory and administration fees:
Fixed income	$	221,503	$	218,723	$	2,780		1.3	%
Equity and balanced		602,627		469,031		133,596		28.5	%
Cash management		174,554		115,389		59,165		51.3	%
Alternative investments		134,194		70,365		63,829		90.7	%

Investment advisory and administration base fees		1,132,878		873,508		259,370		29.7	%
Fixed income		1,222		1,506		(284	)	(18.9	)%
Equity and balanced		38,011		9,105		28,906		317.5	%
Alternative investments		2,310		11,807		(9,497	)	(80.4	)%

Investment advisory performance fees		41,543		22,418		19,125		85.3	%

Total investment advisory and administration fees		1,174,421		895,926		278,495		31.1	%

Distribution Fees		35,319		24,820		10,499		42.3	%

Other revenue:
BlackRock Solutions		59,665		42,314		17,351		41.0	%
Other revenue		30,733		42,314		(11,581	)	(27.4	)%

Total other revenue		90,398		84,628		5,770		6.8	%

Total revenue	$	1,300,138	$	1,005,374	$	294,764		29.3	%

Total revenue for the three months ended March 31, ~~2007~~2008 increased ~~$609.7~~$294.8 million, or ~~154.1%~~29.3%, to ~~$1,005.4~~$1,300.1 million, compared with ~~$395.7~~$1,005.4 million for the three months ended March 31, ~~2006. Investment~~2007. Total investment advisory and administration fees increased ~~$546.2~~$278.5 million, or ~~156.2~~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, compared with $349.7~~2007. Distribution fees increased by $10.5 million to $35.3 million for the three months ended March 31, ~~2006. Other income increased by $63.5 million, or 138.2%, to $109.4~~2008 compared with $24.8 million for the three months ended March 31, ~~2007, compared with $46.0~~2007. Other revenue increased by $5.8 million, or 6.8%, to $90.4 million for the three months ended March 31, ~~2006.~~2008, compared with $84.6 million for the three months ended March 31, 2007.

- 2533 -

PART I – FINANCIAL INFORMATION (continued)

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

~~(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, ~~2007~~2008, as compared with the three months ended March 31, ~~2006.~~2007. (continued)

Revenue (continued)

Investment ~~advisory~~Advisory and ~~administration fees~~Administration Fees

The increase in investment advisory and administration fees of ~~$546.2~~$278.5 million, or ~~156.2%~~31.1%, was the result of an increase in investment advisory and administration base fees of ~~$638.4~~$259.4 million, or ~~271.5%~~29.7%, to $1,132.9 million for the three months ended March 31, 2008, compared with $873.5 million for the three months ended March 31, 2007 ~~compared with $235.1~~and an increase of $19.1 million ~~for the three months ended March 31, 2006 partially offset by a reduction~~ in performance ~~fees of $92.2 million.~~fees. Investment advisory and administration base fees increased in the three months ended March 31, ~~2007~~2008 primarily ~~due to~~as a result of increased AUM across all asset types of ~~$691.1~~$210.3 billion ~~including $589.2 billion of AUM acquired in~~over the ~~MLIM Transaction.~~past twelve months.

The increase in ~~base~~ investment advisory and administration base fees of ~~$638.4~~$259.4 million for the three months ended March 31, ~~2007,~~2008, compared with the three months ended March 31, ~~2006~~2007 consisted of increases of ~~$399.8~~$133.6 million in equity and balanced products, ~~$122.0~~$63.8 million in ~~fixed income~~alternative products, ~~$85.6~~$59.2 million in cash management products and ~~$31.0~~$2.8 million in ~~alternative~~fixed income products. The increase in investment advisory and administration fees for equity and balanced, ~~fixed income,~~alternative products, cash management and ~~alternative investment products~~fixed income was driven by increases in AUM of ~~$362.2~~$23.9 billion, ~~$152.0~~$37.8 billion, ~~$158.4~~$104.4 billion and ~~$18.5~~$44.2 billion, ~~respectively. The AUM growth in equity and balanced, fixed income, cash management and alternative products included assets acquired in~~respectively, over the ~~MLIM Transaction of $314.4 billion, $127.7 billion, $135.6 billion and $11.5 billion, respectively.~~past twelve months.

Performance fees ~~decreased~~increased by ~~$92.2~~$19.1 million, or ~~80.4%~~85.3%, to $41.5 million for the three months ended March 31, 2008, as compared to $22.4 million for the three months ended March 31, 2007, primarily ~~due~~as a result of higher 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 ~~earned on a large institutional real estate equity client account~~is primarily the result of the acquisition of distribution financing arrangements from PNC in ~~the first~~second quarter ~~of 2006.~~2007.

Other Revenue

Other revenue of ~~$109.4~~$90.4 million for the quarter ended March 31, ~~2007~~2008 increased ~~$63.5~~$5.8 million compared with the quarter ended March 31, ~~2006 and~~2007. Other revenue primarily represents fees earned onBlackRock Solutions products and services of ~~$42.3~~$59.7 million, ~~distribution fees earned on~~~~BlackRock Funds~~ ~~of $24.8 million, fees for fund accounting services of $12.0 million and~~ property management fees of ~~$9.4~~$9.1 million earned on real estate ~~AUM (which represented direct~~products (primarily related to reimbursement of the salaries and benefits of certain Realty ~~employees).~~employees from certain real estate products), unit trust sales fees of $7.3 million and fees related to securities lending of $7.1 million.

The increase in other revenue of ~~$63.5~~$5.8 million, or ~~138.2%~~6.8%, for the three months ended March 31, ~~2007~~2008, as compared to the three months ended March 31, ~~2006~~2007, was primarily the result of an increase of ~~$22.3 million in distribution fees earned on mutual funds and $12.0 million in fund accounting services acquired during the MLIM Transaction and an increase of $8.3~~$17.4 million fromBlackRock Solutions products and services driven by new ~~assignments.~~Aladdin^® and advisory assignments, partially offset by a decrease in fees earned for fund accounting of $9.0 million and $4.5 million earned on unit trust sales.

- 2634 -

PART I – FINANCIAL INFORMATION (continued)

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

~~(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, ~~2007~~2008, as compared with the three months ended March 31, ~~2006.~~2007. (continued)

~~Expense~~Expenses

Three months ended
March 31,
   Variance
(Dollar amounts in thousands)    2007    2006    Amount %
Expense:

Employee compensation and benefits
   $ 352,398    $ 191,796    $ 160,602 83.7%
Portfolio administration and servicing costs
   126,677    15,159    111,518 NM
General and administration
   223,036    52,199    170,837 327.3%
Fee sharing payment
   —      34,450    (34,450 ) NM
Amortization of intangible assets
   31,032    2,029    29,003 NM

Total expense
   $ 733,143    $ 295,633    $ 437,510 148.0%

~~NM – Not Meaningful~~


	Three Months Ended March 31,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount		%
Expenses:
Employee compensation and benefits	$	468,949	$	347,302	$	121,647	35.0	%
Portfolio administration and servicing costs		155,739		131,086		24,653	18.8	%
Amortization of deferred sales commissions		30,208		21,558		8,650	40.1	%
General and administration		212,983		202,165		10,818	5.4	%
Amortization of intangible assets		36,569		31,032		5,537	17.8	%

Total expenses	$	904,448	$	733,143	$	171,305	23.4	%

Total ~~expense, which reflects the impact of the MLIM Transaction on September 29, 2006,~~expenses increased ~~$437.5~~$171.3 million, or ~~148.0%~~23.4%, to $904.4 million for the three months ended March 31, 2008, compared with $733.1 million for the three months ended March 31, ~~2007, compared with $295.6 million for the~~2007. The increase was attributable to increases in employee compensation and benefits, portfolio and administration and servicing costs and general and administration expenses. The three months ended March 31, 2006. The increase was primarily attributable to increases in general and administration expenses and employee compensation and benefits and portfolio and administration and servicing costs. Integration2007, included $7.1 million of integration charges related to the MLIM ~~Transaction of $7.1 million and $6.6 million in the first quarter of 2007 and first quarter of 2006, respectively,~~Transaction. These charges were recorded in general and administration ~~expense.~~in 2007.

Employee Compensation and Benefits

Employee compensation and benefits expense increased by ~~$160.6~~$121.6 million, or ~~83.7%~~35.0%, to ~~$352.4~~$468.9 million, at March 31, ~~2007,~~2008, compared to ~~$191.8~~$347.3 million for the three months ended March 31, ~~2006.~~2007. The increase in employee compensation and benefits expense was primarily attributable to increases in incentive compensation, salaries and benefits and ~~incentive~~stock-based compensation of ~~$135.2~~$57.8 million, $27.4 million and ~~$25.9~~$28.5 million, respectively. The increase of $135.2 million, or 160.3%, in salaries and benefits was primarily attributable to higher staffing levels associated with business growth and the MLIM Transaction. Employees (excluding employees of Metric Management Properties, Inc., “Metric”) at March 31, 2007 totaled 4,766 as compared to 1,832 at March 31, 2006. The $25.9$57.8 million increase in incentive compensation was primarily attributable to higher operating income ~~offset by lower incentive compensation~~and direct incentives associated with ~~lower~~higher performance fees earned on the Company’s alternative investment products. The increase of $27.4 million in salaries and benefits was primarily due to higher staffing levels associated with business growth and the Quellos Transaction. Employees (including employees of Metric Property Management, Inc. (“Metric”)) at March 31, 2008 totaled 6,024 as compared to 5,227 at March 31, 2007. Stock-based compensation increased $28.5 million primarily due to additional grants of stock awards in first quarter 2008.

Portfolio Administration and Servicing Costs

Portfolio administration and servicing costs increased $24.7 million to $155.7 million during the three months ended March 31, 2008, compared to $131.1 million for the three months ended March 31, 2007. These costs include payments to third parties, as well as payments to Merrill Lynch and PNC, primarily associated with the administration and servicing of client investments in certain BlackRock products. Portfolio administration and servicing costs for the three months ended March 31, 2008 included $121.9 million of costs payable to Merrill Lynch and affiliates and $8.2 million of costs payable to PNC and affiliates.

- 2735 -

PART I – FINANCIAL INFORMATION (continued)

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

~~(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, ~~2007~~2008, as compared with the three months ended March 31, ~~2006.~~2007. (continued)

~~Expense~~Expenses (continued)

Amortization of Deferred Sales Commissions

Amortization of deferred sales commissions increased by $8.7 million to $30.2 million for the three months ended March 31, 2008, as compared to $21.6 million for the three months ended March 31, 2007. The increase in amortization of deferred sales commissions was primarily the result of the acquisition of distribution financing arrangements from PNC in second quarter 2007.

General and Administration Expense

Three months ended
March 31,
   Variance
(Dollar amounts in thousands)    2007    2006    Amount    %
General and administration expense:

Marketing and promotional
   $ 75,580    $ 13,052    $ 62,528    479.1%
Occupancy
   33,232    10,228    23,004    224.9%
Technology
   28,438    6,490    21,948    338.2%
Portfolio services
   37,729    4,671    33,058    NM
Other general and administration
   48,057    17,758    30,299    170.6%

Total general and administration expense
   $ 223,036    $ 52,199    $ 170,837    327.3%

~~NM—Not Meaningful~~


	Three Months Ended March 31,				Variance
*(Dollar amounts in thousands)*	2008		2007		Amount			%
General and administration expense:
Marketing and promotional	$	41,454	$	40,870	$	584		1.4	%
Portfolio services		41,175		37,729		3,446		9.1	%
Occupancy		33,308		33,231		77		0.2	%
Technology		30,888		28,438		2,450		8.6	%
Professional services		22,401		23,527		(1,126	)	(4.8	)%
Closed-end fund launch costs		3,739		13,152		(9,413	)	(71.6	)%
Other general and administration		40,018		25,218		14,800		58.7	%

Total general and administration expense	$	212,983	$	202,165	$	10,818		5.4	%

General and administration expense increased ~~$170.8~~$10.8 million, or ~~327.3%~~5.4%, for the three months ended March 31, ~~2007~~2008 to ~~$223.0~~$213.0 million, compared to ~~$52.2~~$202.2 million for the three months ended March 31, ~~2006.~~2007. The increase in general and administration expense was due to increases in portfolio services costs of $3.4 million, technology expense of $2.5 million, marketing and promotional expense of ~~$62.5 million, portfolio services expense of $33.1 million, occupancy expense of $23.0 million, technology expense of $21.9~~$0.6 million and other general and administration ~~expense~~costs of ~~$30.3~~$14.8 million, partially offset by a reduction in closed-end fund launch costs of $9.4 million and professional services of $1.1 million.

~~Marketing~~

- 36 -

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)

Expenses (continued)

Portfolio services costs increased by $3.4 million to $41.2 million and ~~promotional expense~~relates to supporting higher AUM levels and increased ~~$62.5~~trading activities. Technology expenses increased $2.5 million, or ~~479.1%~~8.6%, to ~~$75.6~~$30.9 million compared to $28.4 million for the three months ended March 31, 2007 ~~compared~~primarily due to ~~$13.1~~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, ~~2006 primarily due~~2008 relating to ~~increased marketing activities of $42.5 million (which included $23.2 million related to domestic and international marketing efforts, $13.2 million related to fund launch costs of a~~one new closed-end fund launched during the period, which raised approximately $127.4 million in ~~the first quarter, and $6.6 million related to BlackRock’s advertising and rebranding campaign) and $20.0 million of increased amortization of deferred mutual~~AUM. Closed-end fund ~~commissions assumed in the MLIM Transaction. Portfolio services costs increased by $33.1 million to $37.7 million, related to supporting higher AUM levels and increased trading activities. Occupancy~~launch costs for the three months ended March 31, 2007 totaled ~~$33.2~~$13.2 million ~~representing a $23.0~~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 ~~224.9%~~4.8%, ~~increase from $10.2~~to $22.4 million compared to $23.5 million for the three months ended March 31, ~~2006. The increase in occupancy costs~~2007 primarily ~~reflects~~due to decreased consulting costs related to the ~~expansion~~MLIM integration in 2007.

Amortization of ~~corporate facilities related~~Intangible Assets

The $5.5 million increase in amortization of intangible assets to ~~the MLIM Transaction and business growth. Technology expenses increased $21.9 million, or 338.2%, to $28.4 million, compared to $6.5~~$36.6 million for the three months ended March 31, 2006 partially due to $8.6 million in technology consulting expenses associated with operating growth and a $4.9 million increase in depreciation expense. Other general and administration costs increased by $30.3 million to $48.1 million from $17.8 million, including $15.5 million in professional fees.

~~- 28 -~~

~~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, 2007 as~~2008, compared ~~with the three months ended March 31, 2006. (continued)~~

~~Fee Sharing Payment~~

For the quarter ended March 31, 2006, BlackRock expensed a one-time fee sharing payment of $34.5 million, representing a payment related to a large institutional real estate equity client account acquired in the SSR acquisition in January 2005.

~~Amortization of Intangible Assets~~

~~The $29.0 million increase in amortization of intangible assets~~ to $31.0 million for the three months ended March 31, 2007, ~~compared to $2.0 million for the three months ended March 31, 2006,~~ primarily reflects amortization of finite-lived intangible assets acquired in the ~~MLIM Transaction.~~Quellos Transactions.

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

Non-operating income, net of non-controlling interest for the three months ended March 31, 2008 and 2007 ~~and 2006 were~~was as follows:


	Three months ended March 31,						Variance				Three Months Ended March 31,						Variance
(Dollar amounts in thousands)	2007			2006			Amount			%	2008			2007			Amount			%
Total non-operating income	$	157,731		$	13,095		$	144,636		NM	$	(18,528	)	$	157,731		$	(176,259	)	(111.7	)%
Non-controlling interest		(124,668	)		(642	)		(124,026	)	NM		(5,360	)		(124,668	)		119,308		(95.7	)%

Total non-operating income, net of non-controlling interest	$	33,063		$	12,453		$	20,610		165.5%	$	(23,888	)	$	33,063		$	(56,951	)	(172.2	)%

- 37 -

NMPART I – ~~Not Meaningful~~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)

The components of non-operating income, net of non-controlling interest, for the three months ended March 31, 2008 and 2007 ~~and 2006 are~~were as follows:


	Three months ended						Variance
	March 31,										Three Months Ended March 31,						Variance
(Dollar amounts in thousands)	2007			2006			Amount			%	2008			2007			Amount			%
Non-operating income, net of non-controlling interest:
Net gain (loss) on investments, net of non-controlling interest:
Private equity¹	$	10,267		$	—		$	10,267		NM
Real estate²		(1,164	)		215			(1,379	)	NM
Other alternative products		8,650			4,398			4,252		96.7%
Other³		7,939			4,039			3,900		96.6%
Private equity											$	8,061		$	10,267		$	(2,206	)	(21.5	)%
Real estate												(13,936	)		(1,164	)		(12,772	)	NM
Hedge funds/funds of hedge funds												(15,882	)		8,650			(24,532	)	(283.6	)%
Other investments¹												(3,092	)		7,939			(11,031	)	(138.9	)%

Total net gain on investments, net of non-controlling interest		25,692			8,652			17,040		196.9%
Total net gain (loss) on investments, net of non-controlling interest												(24,849	)		25,692			(50,541	)	(196.7	)%
Interest and dividend income		18,357			5,770			12,587		218.1%		18,339			18,357			(18	)	(0.1	)%
Interest expense		(10,986	)		(1,969	)		(9,017	)	NM		(17,378	)		(10,986	)		(6,392	)	58.2	%

Total non-operating income, net of non-controlling interest	$	33,063		$	12,453		$	20,610		165.5%	$	(23,888	)	$	33,063		$	(56,951	)	(172.2	)%

NM – Not Meaningful

Includes ~~earnings on BlackRock’s limited partnership investments in private equity funds.~~

~~Includes BlackRock’s share of one-time syndication costs related to a real estate~~ investment ~~fund established in 2006.~~

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

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

Non-operating income, net of non-controlling interest, decreased $57.0 million to a loss of $23.9 million for the quarter ended March 31, 2008, as compared to income of $33.1 million for the quarter ended March 31, 2007, as a result of a $24.8 million net loss on investments compared with a net gain on investments of $25.7 million in first quarter 2007 and a $6.4 million increase in interest expense related 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 million and $109.9 million for the three months ended March 31, 2008 and 2007, respectively, representing effective income tax rates of 35.0% and 36.0%, respectively. The reduction in the effective tax rate is primarily due to the geographic mix of earnings and tax legislation changes enacted in the third quarter 2007 in the United Kingdom that reduced corporate income tax rates in 2008.

- 2938 -

PART I – FINANCIAL INFORMATION (continued)

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

~~(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, ~~2007~~2008, as compared with the three months ended March 31, ~~2006.~~2007. (continued)

~~Non-Operating Income and Non-Controlling Interest (continued)~~

Non-operating income, net of non-controlling interest, increased primarily as the result of certain investments in BlackRock private equity funds and investments in other alternative products. Non-operating income increased $144.6 million to $157.7 million for the quarter ended March 31, 2007 as compared to $13.1 million for the quarter ended March 31, 2006 as a result of a $141.1 million increase in net gain on investments and $12.6 million in interest and dividend income, partially offset by a $9.0 million increase in interest expense related to borrowings under BlackRock’s revolving credit agreement. The increase in the net gain on investments in 2007 was primarily due to market appreciation and investment gains on consolidated private equity investments. Non-controlling interest in earnings of consolidated products increased $124.0 million for the quarter ended March 31, 2007 due to the increase in consolidated investments.

~~Income Taxes~~

~~Income tax expense was $109.9 million and $41.6 million for the quarters ended March 31, 2007 and 2006, respectively, representing an effective tax rate of 36.0% and 37.0%, respectively.~~

Net Income

Net income totaled ~~$195.4~~$241.7 million, or ~~$1.48~~$1.82 per diluted share, for the three months ended March 31, ~~2007 and increased $124.5~~2008, which was an increase of $46.3 million, or ~~$0.42~~$0.34 per diluted share, as compared to the three months ended March 31, ~~2006.~~2007. Net income for the quarter ended March 31, ~~2007,~~2008, includes the after-tax impact of the portion of LTIP awards to be funded ~~in January 2007 by~~through a capital contribution of BlackRock common stock held by PNC ~~integration expenses related to the MLIM Transaction~~ and aan expected contribution by Merrill Lynch to fund certain compensation of former MLIM employees, of ~~$7.7 million, $4.5~~$9.8 million and $1.6 million, respectively.

Net income of $195.4 million for the quarter ended March 31, 2007, included the after-tax impacts related to the portion of certain LTIP awards to be funded through a capital contribution of BlackRock common stock held by PNC of $7.7 million, MLIM integration costs of $4.5 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 and administration expenses. Net income of $70.9 million during the three months ended March 31, 2006 included the after-tax impact of the portion of LTIP awards funded by a capital contribution of BlackRock stock held by PNC of $7.4 million and MLIM integration costs of $4.1 million. Exclusive of these ~~items,~~GAAP expenses, fully diluted earnings per share, as adjusted, for the three months ended March 31, ~~2007, as adjusted,~~2008 increased ~~$0.36,~~$0.31, or ~~29.3%~~19.5%, compared to the three months ended March 31, ~~2006.~~2007.

Operating Margin

The Company’s operating margin was 30.4% for the three months ended March 31, 2008, compared to 27.1% for the three months ended March, 31, 2007. Operating margin for the three months ended March 31, 2008 and 2007 included the impact of $3.9 million and $14.5 million, respectively, of closed-end fund launch costs and commissions. In addition, operating margin for the three months ended March 31, 2007 included the impact of $7.1 million of MLIM integration costs. Operating margin improved 3.3% primarily due operating leverage associated with the growth in revenue, a reduction of close-end fund launch costs and commissions, the reduction of MLIM integration costs offset by an increase in amortization of intangible assets associated with the Quellos Transaction.

Operating margin, as adjusted, was 37.6% and 36.7% for the three months ended March 31, 2008 and 2007, respectively. 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.

- 3039 -

PART I – FINANCIAL INFORMATION (continued)

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

Item 2.

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

~~(continued)~~

Other Operating ~~results for the three months ended March 31, 2007 as compared with the three months ended December 31, 2006.~~

~~Revenue~~Items (continued)

      Three months ended
   March 31,    December 31,    Variance
(Dollar amounts in thousands)    2007    2006    Amount %
Investment advisory and administration fees:

Fixed income
   $ 233,907    $ 229,230    $ 4,677 2.0%
Cash management
   115,389    110,754    4,635 4.2%
Equity and balanced
   453,847    451,247    2,600 0.6%
Alternative investment products
   70,365    71,736    (1,371 ) (1.9)%

Investment advisory and administration base fees
   873,508    862,967    10,541 1.2%
Investment advisory performance fees
   22,418    39,914    (17,496 ) (43.8)%

Total investment advisory and administration fees
   895,926    902,881    (6,955 ) (0.8)%
Other revenue:

BlackRock Solutions
   42,314    45,473    (3,159 ) (6.9)%
Other revenue
   67,134    70,171    (3,037 ) (4.3)%

Total other revenue
   109,448    115,644    (6,196 ) (5.4)%

Total revenue
   $ 1,005,374    $ 1,018,525    $ (13,151 ) (1.3)%

~~Total revenue for~~Exposure to Collateralized Debt Obligations

In the ~~three months ended~~normal course of business, BlackRock manages 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. Typically, BlackRock’s role is as collateral manager. 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 in its condensed consolidated financial statements.

At March 31, ~~2007 decreased $13.2 million, or 1.3%, to $1,005.4 million, compared with $1,018.5 million for the three months ended~~2008 and December 31, ~~2006. Investment advisory~~2007, BlackRock’s maximum risk of loss related to CDOs was approximately $25.4 million and ~~administration fees increased $10.5~~$32.1 million, ~~or 1.2~~%,to $873.5 million for the three months ended March 31, 2007, compared with $863.0 million for the three months ended December 31, 2006. Performance fees decreased $17.5 million, or 43.8%, to $22.4 million, compared with $39.9 million for the three months ended December 31, 2006. The decrease in performance fees was primarily the result of timing issues pertaining to annual performance lock periods for energy, fund of fundsrespectively.

Liquidity and fixed income products. Other income decreased by $6.2 million, or 5.4%, to $109.4 million for the three months ended March 31, 2007, compared with $115.6 million for the three months ended December 31, 2006.Capital Resources

~~Expense~~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 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 that BlackRock’s 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 presented in accordance with GAAP.

      Three months ended
   March 31,    December 31,    Variance
(Dollar amounts in thousands)    2007    2006    Amount %
Expense:

Employee compensation and benefits
   $ 352,398    $ 378,594    $ (26,196 ) (6.9)%
Portfolio administration and servicing costs
   126,677    120,259    6,418 5.3%
General and administration
   223,036    242,526    (19,490 ) (8.0)%
Amortization of intangible assets
   31,032    31,064    (32 ) (0.1)%

Total expense
   $ 733,143    $ 772,443    $ (39,300 ) (5.1)%

- 3140 -

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, 2007 as compared with the three months ended December 31, 2006.~~

~~Expense (continued)~~

Total expense decreased $39.3 million, or 5.1%, to $733.1 million for the three months ended March 31, 2007, compared with $772.4 million for the three months ended December 31, 2006. The decrease was primarily attributable to decreases in employee compensation and benefits and general and administration expense, partially offset by increases in portfolio administration and servicing costs.

~~Employee Compensation and Benefits~~

Employee compensation and benefits expense decreased by $26.2 million, or 6.9%, to $352.4 million, at March 31, 2007 compared to $378.6 million for the three months ended December 31, 2006. The decrease in employee compensation and benefits expense was primarily attributable to decreases in LTIP expense of $18.3 million and a lower incentive compensation costs which offset higher salaries and benefit expenses due to merit raises and increased headcount.

~~General and Administration Expense~~

      Three months ended

March 31,
2007

December 31,
2006
   Variance
(Dollar amounts in thousands)          Amount %
General and administration expense:

Marketing and promotional
   $ 75,580    $ 87,335    $ (11,755 ) (13.5)%
Occupancy
   33,232    29,671    3,561 12.0%
Technology
   28,438    33,982    (5,544 ) (16.3)%
Portfolio services
   37,729    35,897    1,832 5.1%
Other general and administration
   48,057    55,641    (7,584 ) (13.6)%

Total general and administration expense
   $ 223,036    $ 242,526    $ (19,490 ) (8.0)%

General and administration expense, which included MLIM integration costs of $7.1 million and $45.3 million in the first quarter 2007 and the fourth quarter 2006, respectively, decreased $19.5 million, or 8.0%, for the three months ended March 31, 2007 to $223.0 million, compared to $242.5 million for the three months ended December 31, 2006. The decrease in general and administration expense was primarily due to decreases in marketing and promotional expense of $11.8 million, technology expense of $5.5 million, and other general and administration expense of $7.6 million, partially offset by an increase of $3.6 million in occupancy expenses.

Marketing and promotional expense decreased $11.8 million, or 13.5%, to $75.6 million for the three months ended March 31, 2007, compared to $87.3 million for the three months ended December 31, 2006 primarily due to decreased expenses of $18.2 million related to BlackRock’s advertising and rebranding campaign, partially offset by $7.0 million in higher fund launch costs related to a new closed-end fund. Technology expenses decreased $5.5 million, or 16.3%, to $28.4 million, compared to $34.0 million for the three months ended December 31, 2006 primarily due to $8.6 million in consulting expenses associated with the MLIM integration. Other general and administration expenses decreased by $7.6 million primarily related to lower MLIM integration costs in the first quarter 2007. The increase in occupancy costs primarily reflects costs related to the expansion of corporate facilities related to business growth.

~~- 32 -~~

~~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, 2007 as compared with the three months ended December 31, 2006.~~

~~Non-Operating Income and Non-Controlling Interest~~

~~Non-operating income, net of non-controlling interest for the three months ended March 31, 2007 and December 31, 2006 were as follows:~~

      Three months ended
   March 31, December 31, Variance
(Dollar amounts in thousands)    2007 2006 Amount %
Total non-operating income
   $ 157,731 $ 36,614 $ 121,117 330.8%
Non-controlling interest
   (124,668 ) (13,774 ) (110,894 ) NM

Total non-operating income, net of non-controlling interest
   $ 33,063 $ 22,840 $ 10,223 44.8%

~~NM – Not Meaningful~~

~~The components of non-operating income, net of non-controlling interest for the three months ended March 31, 2007 and 2006 are as follows:~~

      Three months ended
   March 31, December 31, Variance
(Dollar amounts in thousands)    2007 2006 Amount %
Non-operating income, net of non-controlling interest:

Net gain (loss) on investments, net of non-controlling interest:

Private equity¹
   $ 10,267 $ —   $ 10,267 NM
Real Estate²
   (1,164 ) 598 (1,762 ) (294.6)%
Other alternative products
   8,650 3,924 4,726 120.4%
Other³
   7,939 9,470 (1,531 ) (16.2)%

Total net gain on investments, net of non-controlling interest
   25,692 13,992 11,700 83.6%
Interest and dividend income
   18,357 12,743 5,614 44.1%
Interest expense
   (10,986 ) (3,895 ) (7,091 ) 182.1%

Total non-operating income, net of non-controlling interest
   $ 33,063 $ 22,840 $ 10,223 44.8%

~~NM – Not Meaningful~~

¹Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)~~Includes earnings on BlackRock’s limited partnership investments in private equity funds.~~

~~Includes BlackRock’s share of one-time syndication costs related to a real estate investment fund established in 2006.~~

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

Non-operating income, net of non-controlling interest, increased primarily as the result of certain BlackRock private equity funds. Total non-operating income increased $121.1 million to $157.7 million for the quarter ended March 31, 2007 as compared to $36.6 million for the quarter ended December 31, 2006 primarily as a result of a $122.6 million increase in net gain on investments and a $5.6 million increase in interest and dividend income, partially offset by a $7.1 million increase in interest expense related to a BlackRock’s revolving credit agreement. The increase in net gain on investments in 2007 was primarily due to market appreciation and investment gains on consolidated private equity investments. Non-controlling interest in earnings of consolidated products increased $110.9 million for the quarter ended March 31, 2007 primarily due to the impact of consolidated private equity investments.

~~- 33 -~~

~~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, 2007 as compared with the three months ended December 31, 2006.~~

~~Income Taxes~~

Income tax expense was $109.9 million and $68.3 million for the quarters ended March 31, 2007 and December 31, 2006, respectively, representing an effective tax rate of 36.0% and 37.0%, respectively.

~~Net Income~~

Net income totaled $195.4 million for the three months ended March 31, 2007 and increased $26.0 million, or 15.3%, as compared to the three months ended December 31, 2006. Net income for the quarter ended March 31, 2006, includes the after-tax impact of the portion of LTIP awards funded in January 2007 by a capital contribution of BlackRock common stock held by PNC and integration expenses related to the MLIM transaction of $7.7 million and $4.5 million, respectively. MLIM integration costs primarily include professional fees and other general and administration expenses. Net income of $169.4 million during the three months ended December 31, 2006 included MLIM integration costs of $32.4 million and the after-tax impact of the portion of LTIP awards funded by a capital contribution of BlackRock stock held by PNC of $8.8 million. Exclusive of these items and a contribution by Merrill Lynch to fund certain compensation of former MLIM employees of $1.6 million and $1.2 million for the three months ended March 31, 2007 and December 31, 2006, respectively, net income for the three months ended March 31, 2007, as adjusted, decreased $2.5 million, or 1.2%, compared to the three months ended December 31, 2006.

Liquidity and Capital Resources (continued)

~~Management’s discussion and analysis of financial condition and results of operations has been revised for the effects~~

The following tables present a reconciliation of the ~~restatement of the~~Company’s condensed consolidated ~~statement~~statements of cash flows ~~for~~presented on a GAAP basis to the ~~three months ended March 31, 2007.~~Company’s condensed consolidated statements of cash flows excluding the impact of the cash flows of consolidated sponsored investment funds:


	Three Months Ended March 31, 2008
*(Dollar amounts in millions)*	GAAP Basis			Cash Flows of Consolidated Sponsored Investment Funds			Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds
Cash flows from operating activities	$	(130	)	$	135		$	(265	)
Cash flows from investing activities		(134	)		(11	)		(123	)
Cash flows from financing activities		(205	)		(91	)		(114	)
Effect of exchange rate changes on cash and cash equivalents		7			—			7

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

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

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 ~~operating~~ cash to pay compensation and benefits, portfolio administration and servicing costs, general and administration expenses, interest on the Company’s ~~debt,~~borrowings, purchases of investments, capital expenditures, income taxes and dividends on BlackRock’s capital stock. ~~Management believes that the Company has sufficient access to cash through its operations and the revolving credit facility described below to fund its operations~~

Cash flows from operating activities in the ~~near term.~~

~~Cash used in the Company’s operating activities totaled $485.2 million for the~~first quarter ~~ended March 31, 2007, and included~~includes cash payments ~~of approximately $593.9 million~~ related to ~~the Company’s 2006~~year-end incentive ~~compensation programs and approximately $35 million related to LTIP.~~

In December 2006, the Company entered into a revolving credit agreement (the “Credit Agreement”) with a syndicate of banking institutions with an initial borrowing capacity of $600 million. The term of the facility is five years and interest currently accrues at the applicable London Interbank Offer Rate (“LIBOR”) plus 0.20%. The Company pays a commitment fee of 0.04% per annum on the undrawn balance. Additionally, for each day that the total amount outstanding is greater than 50% of the total commitments by all lenders, the Company pays a utilization fee of 0.05% per annum on the total amount outstanding. Financial covenants in the Credit Agreement require BlackRock to maintain a maximum debt/EBITDA ratio of 3.0 and a minimum EBITDA/interest expense ratio of 4.0. BlackRock is currently in compliance with these covenants. The facility is intended to fund various investment opportunities as well as BlackRock’s near-term operating cash requirements.

In February 2007, the Company increased the capacity of the facility to $800 million. The Credit Agreement allows BlackRock to request an additional $200 million of borrowing capacity, subject to lender credit approval, up to a maximum of $1 billion. During April 2007, the Company repaid $80 million on the facility and extended the remaining balance into May 2007.compensation.

- 3441 -

PART I – FINANCIAL INFORMATION (continued)

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

~~(continued)~~

Item 2.

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

Liquidity and Capital Resources (continued)

~~As of~~

Capital Resources

The Company manages its consolidated financial condition and funding to maintain appropriate liquidity for the business. At March 31, 2007, the Company has $389 million of various capital commitments to fund investment funds in which it has an ownership stake and unfunded commitment related to private equity warehouse facilities. Generally, the timing of the funding of these commitments is uncertain.

Net cash used in investing activities was $171.1 million during the quarter ended March 31, 2007, primarily consisting of $125.6 million in purchases of investments, $53.5 million in settlement payments related to the SSR and MLIM acquisitions and $27.9 million of capital expenditures. Partially offsetting these cash outflows was $41.7 million in cash received on the sale of investments.

Net cash flows from financing activities was $512.6 million during the quarter ended March 31, 2007, primarily consisting of the drawdown of $550 million on the Company’s revolving line of credit, $85.0 million of additional debt held by consolidated investments and $54.6 million in net subscriptions from non-controlling interest holders of consolidated investment funds, partially offset by $164.4 million in common stock repurchases related to the LTIP put obligation and the payment of $88.4 million in dividends.

On August 2, 2006, BlackRock announced that its Board had authorized a new program to purchase an additional 2.1 million shares. Pursuant to this repurchase program, BlackRock may make repurchases from time to time, as market conditions warrant, in the open market or in privately negotiated transactions at the discretion of management. The Company had not repurchased any shares in open market transactions under the current authorization through March 31, 2007. Through May 2, 2007,2008, the Company had ~~repurchased a~~ total cash and cash equivalents on its condensed consolidated statements of ~~445,700 shares~~financial condition of $1,194.2 million. Cash and cash equivalents, net of amounts in consolidated sponsored investment funds of $100.0 million and net of regulatory capital requirements of $239.7 million (partially met with cash and cash equivalents), was $854.5 million. In addition, at ~~an average price of $151.44 per share.~~

At March 31, 2008, the Company had committed access to $2,100 million of undrawn cash (net of outstanding letters of credit totaling $100 million) via its 2007 ~~long-term debt, including current maturities, was $253.2~~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 million. ~~Debt service requirements are $6.9 million in 2007, $6.8 million in 2008 and $6.7 million in 2009 and 2010.~~

Approximately ~~$98.7~~$100.0 million in cash and cash equivalents and ~~$1.5 billion~~$907.6 million in investments included in the Company’s ~~2007~~condensed consolidated statement of financial condition isat March 31, 2008 are held by ~~entities~~sponsored investment funds that are ~~deemed to be controlled~~consolidated by BlackRock in accordance with GAAP. ~~As such, the~~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, 2008, the Company had $498.7 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 additional investment products for and with clients.

At March 31, 2008, the Company had loaned approximately $99.5 million to certain funds of funds managed by the Company and warehouse entities established for such funds. At March 31, 2008, the Company had committed to make additional loans of approximately $76.1 million under the agreements. The Company anticipates making additional commitments under these facilities 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 by Anthracite. 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 subsequently repaid in April 2008.

- 42 -

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”), 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 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, 2008.

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

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 totaling in aggregate $100 million.

At March 31, 2008, long-term borrowings were $947.2 million. Debt service and repayment requirements, assuming the convertible debentures are repaid at BlackRock’s option in 2010, are $25.8 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.

Net Capital Requirements

The Company is required to maintain net capital in certain ~~international~~ 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, ~~2007,~~2008, the Company was required to maintain approximately ~~$242.0~~$239.7 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 in BlackRock’s Annual Report on Form 10-K for detail on Significant Accounting Policies.

- 3543 -

PART I – FINANCIAL INFORMATION (continued)

~~Item 3.Quantitative~~Liquidity and ~~Qualitative Disclosures About Market Risk~~Capital Resources (continued)

InCritical Accounting Policies (continued)

Fair Value Measurements

BlackRock adopted 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 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the ~~normal course~~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 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 to the fair value measurement in its ~~business,~~ entirety requires judgment and considers factors specific to the investment.

BlackRock ~~is primarily exposed to equity market price risk, interest rate risk and foreign exchange rate risk. The tables below represent BlackRock’s total consolidated~~reports its investments on a GAAP basis, which includes investment ~~portfolio. Approximately $1.5 billion of BlackRock’s total~~balances which are owned by sponsored investment ~~portfolio is maintained in investments which~~funds that are deemed to be controlled by BlackRock in accordance with GAAP and therefore are ~~therefore,~~ consolidated even though BlackRock ~~may or~~ may not own a majority of such funds. ~~Equity risk inherent~~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 ~~those funds,~~isolation from, or as ~~displayed below, would be limited to its net exposure of $371.5 million~~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 ~~these investments.~~a recurring basis at March 31, 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
Total investments, GAAP	$	310.9		$	285.9		$	1,288.6		$	37.5	$	1,922.9

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

Net “economic” investment exposure⁽²⁾	$	307.2		$	125.8		$	853.5		$	37.5	$	1,324.0

⁽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 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.

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 in 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 ~~Investment~~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.

~~Equity~~AUM Market Price Risk

BlackRock’s investments, including consolidated investments, expose BlackRock to equity price risk. The following table summarizes the fair values of the investments exposed to equity price risk and provides a sensitivity analysis of the estimated fair values of those investments, assuming a 10% increase or decrease in equity prices:

      Book Value
Fair value
assuming 10%
increase

Fair value
assuming 10%
decrease
March 31, 2007

Equity securities
   $ 95,579    $ 105,137    $ 86,021
Commingled investments
   151,114    166,225    136,003

Total investments, trading
   246,693    271,362    222,024

Commingled investments
   70,322    77,354    63,290

Total available-for-sale investments
   70,322    77,354    63,290

Other fund investments
   1,511,305    1,662,436    1,360,175
Deferred compensation plans
   21,714    23,885    19,543

Total other investments
   1,533,019    1,686,321    1,379,718

Total equity price risk on investments
   $ 1,850,034    $ 2,035,037    $ 1,665,032

December 31, 2006

Equity securities
   $ 155,930    $ 171,523    $ 140,337
Commingled investments
   125,115    137,627    112,604

Total investments, trading
   281,045    309,150    252,941

Commingled investments
   77,272    84,999    69,545

Total available-for-sale investments
   77,272    84,999    69,545

Other fund investments
   1,377,541    1,515,295    1,239,787
Deferred compensation plans
   18,146    19,961    16,331

Total other investments
   1,395,687    1,535,256    1,256,118

Total equity price risk on investments
   $ 1,754,004    $ 1,929,405    $ 1,578,604

~~- 36 -~~

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

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)~~

~~Equity Market Price Risk (continued)~~

BlackRock’s deferred compensation plans comprise $49.2 million and $31.3 million of total trading investments, and $21.7 million and $18.1 million of total other investments, at March 31, 2007 and December 31, 2006, respectively, and reflect investments held by BlackRock with respect to senior employee elections under BlackRock’s deferred compensation plans. Any change in the fair value of these investments is offset by a corresponding change in the related deferred compensation liability.

~~During 2007, the Company established a hedging program to hedge exposure to equity price risk in certain investments through the use of derivative instruments.~~

~~Interest Rate Risk~~

The following table summarizes the fair value of the Company’s investments in debt securities and funds that invest primarily in debt securities that expose BlackRock to interest rate risk at March 31, 2007 and December 31, 2006. The table also provides a sensitivity analysis of the estimated fair value of these financial instruments, assuming 100 basis point upward and downward parallel shifts in the yield curve:

Book
Value

Fair market value
assuming +100
basis point shift

Fair market value
assuming -100
basis point shift
March 31, 2007

Municipal debt securities
   $ 185,910    $ 158,024    $ 213,797
U.S. government securities
   7,529    7,529    7,529
Mortgage-backed securities
   6,797    6,797    6,797
Corporate debt
   1,470    1,470    1,470
Other debt securities
   5,215    5,215    5,215

Total trading investments
   206,921    179,035    234,808

Commingled investments
   59,477    57,721    61,233
Collateralized debt obligations
   28,139    27,502    28,776
Other
   2,820    2,538    3,102

Total available-for-sale investments
   90,436    87,761    93,111

Other fund investments
   47,472    46,286    48,658

Total investments
   $ 344,829    $ 313,082    $ 376,577

December 31, 2006

Municipal debt securities
   $ 154,510    $ 130,224    $ 178,796
Corporate notes and bonds
   13,656    13,192    14,120
Commingled investments
   23,272    23,275    23,269

Total trading investments
   191,438    166,691    216,185

Commingled investments
   48,377    48,305    48,449
Collateralized debt obligations
   29,362    29,346    29,378
Other
   3,431    3,397    3,465

Total available-for-sale investments
   81,170    81,048    81,292

Other fund investments
   70,962    71,209    70,715

Total investments
   $ 343,570    $ 318,948    $ 368,192

~~- 37 -~~

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

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)~~

~~Foreign Exchange Rate Risk~~

The Company has increased its foreign exchange rate risk as a result of the MLIM transaction. The Company has investments totaling approximately $144 million that are denominated in foreign currencies, primarily the British pound sterling and the euro. A 10% increase or decrease in foreign exchange rates as of March 31, 2007 would result in an increase or a decline in value of the investment portfolio of approximately $14 million. In addition, the Company maintains certain foreign currency denominated cash accounts totaling approximately $496.0 million at March 31, 2007, primarily in British pounds sterling. A 10% increase or decrease in foreign exchange rates as of March 31, 2007 would result in an increase or decline in value of such cash accounts of approximately $49.6 million.

~~Other Market Risks~~

In February 2005, the Company issued $250 million aggregate principal amount of convertible debentures, which will be due in 2035 and bear interest at 2.625% per annum. Due to the Debentures’ conversion feature, these financial instruments are exposed to both interest rate risk and equity price risk. At March 31, 2007, the fair value of the debentures was $405.2 million. Assuming 100 basis point upward and downward parallel shifts in the yield curve, based on the fair value of the debentures on March 31, 2007, the fair value of the debentures would fluctuate to $398.6 million and $411.7 million, respectively. Assuming a 10% increase and 10% decrease in the Company’s stock price, based on the fair value of the debentures on March 31, 2007, the fair value of the Debentures would fluctuate to $437.2 million and $373.7 million, respectively.

~~In addition, 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. ~~Declines~~At March 31, 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, or interest rates, foreign exchange rates, or ~~both,~~all three could cause ~~revenues to decline because of lower investment management fees by:~~

~~causing~~ the value of AUM to ~~decrease;~~decline, which would result in lower investment advisory and administration fees.

~~causing~~

- 45 -

PART I – FINANCIAL INFORMATION (continued)

Item 3.

Quantitative and Qualitative Disclosures About Market Risk (continued)

Corporate Investments Portfolio Risks

In the ~~returns realized on AUM~~normal course of its business, BlackRock is exposed to ~~decrease;~~equity market price risk, interest rate risk and foreign exchange rate risk associated with its corporate investments.

~~causing clients~~BlackRock has investments primarily in sponsored investment products that invest in a variety of asset classes. Investments generally are made to ~~withdraw~~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, 2008, the outstanding total return swaps had an aggregate notional value of approximately $79 million.

Corporate Investments Portfolio Risks

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


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

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

Equity Market Price Risk

At March 31, 2008, the Company’s net exposure to equity price risk is approximately $926 million (net of $79 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 million in the carrying value of such investments.

Interest Rate Risk

At March 31, 2008, the Company was exposed to interest-rate risk as a result of approximately $319 million of investments in ~~markets~~debt securities and sponsored investment products that ~~they perceive to offer greater opportunity~~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 million in the carrying value of such investments.

Foreign Exchange Rate Risk

As discussed above, the Company ~~does not serve;~~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 million. A 10% adverse change in foreign exchange rates would result in approximately a $9.1 million decline in the carrying value of such investments.

~~causing clients to rebalance assets away from investments that BlackRock manages into investments that BlackRock does not manage.~~

- 46 -

~~Item 4. Controls and Procedures~~PART I – FINANCIAL INFORMATION (continued)

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

~~In connection with this Form 10-Q/A, BlackRock, under~~Under the direction of ~~its~~BlackRock’s Chief Executive Officer and Chief Financial Officer, ~~reevaluated~~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) ~~as of~~at March 31, ~~2007~~2008. Based on this evaluation, BlackRock’s Chief Executive Officer and ~~has~~Chief Financial Officer have concluded that ~~such~~BlackRock’s disclosure controls and procedures were ~~not~~ effective ~~as of~~at March 31, 2007. BlackRock has determined that approximately $188 million of cash flows related to non-controlling interests of consolidated investment funds (which primarily reflect investment funds acquired in the MLIM transaction) was erroneously classified as cash flows from operating activities instead of cash flows from financing activities on its condensed consolidated statement of cash flows for the three months ended March 31, 2007. This error, which had no effect on BlackRock’s financial condition, results of operation or margins, resulted from a deficiency in internal controls around the reconciliation processes within the financial reporting and investment accounting functions relative to the classification of cash flows related to non-controlling interests of consolidated investment funds. BlackRock’s management has determined that this control deficiency constituted a material weakness.2008.

~~Remediation~~Internal Control and ~~Changes in Internal Controls~~Financial Reporting

As of June 30, 2007, BlackRock’s management believes it had remediated the material weakness. Specifically, as of June 30, 2007 BlackRock had enhanced internal controls around the reconciliation processes within the financial reporting and investment accounting functions relative to the classification of cash flows related to non-controlling interests of consolidated investment funds on the condensed consolidated statement of cash flows. The effective operation of these enhanced internal controls resulted in BlackRock’s management identifying the error in the condensed consolidated statement of cash flows for the three months ended March 31, 2007.

~~Other than system conversion activities related to the transition of support from Merrill Lynch to BlackRock, there were~~There have been no changes in internal control over financial reporting during the ~~three months~~quarter ended March 31, ~~2007~~2008 that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting. ~~The Company is continuing to evaluate its internal controls in light of the MLIM transaction and expects to make additional modifications to its internal controls after completion of its review.~~

~~- 38 -~~

PART II – OTHER INFORMATION

~~Item 1.Legal Proceedings~~

BlackRock has received subpoenas from various U.S. federal and state governmental and regulatory authorities and various information requests from the 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, including a number of the legal entities acquired in the MLIM Transaction, has been named as a defendant in various legal actions, including arbitrations, class actions, and other litigation and regulatory proceedings arising in connection with BlackRock’s activities. Additionally, the investment funds that the Company manages are subject to lawsuits, any of which could harm the investment returns of the applicable fund or result in managers being liable to the funds for any resulting damages. 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.

Management, after consultation with legal counsel, does not currently anticipate that the aggregate liability, if any, arising out of such regulatory matters or lawsuits will have a material adverse effect on BlackRock’s financial position, 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 and cash flows in any future reporting period.

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

~~(c)~~Item 1.

~~During the three months ended March 31, 2007, the Company made the following purchases of its common stock, which are registered pursuant to Section 12(b) of the Exchange Act.~~Legal Proceedings

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

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, 2007 through January 31, 2007
   967,703 ² $ 169.15    —      2,100,000
February 1, 2007 through February 28, 2007
   4,196 ³ $ 169.17    —      2,100,000
March 1, 2007 through March 31, 2007
   —   —      —      2,100,000 ⁴

Total
   971,899 $ 169.15    —



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.
   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    —

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 Incentive Plan (“2002 LTIP”).
²
Includes ~~966,512~~25,072 shares purchased by the Company from employees onin January ~~29, 2007~~ pursuant to a put feature available in connection with the payment of ~~BlackRock’s~~certain 2002 LTIP ~~awards on that date.~~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
~~On February 8, 2007,~~Reflects purchases made by the Company ~~purchased 4,196 shares from~~primarily to satisfy income tax withholding obligations of employees ~~pursuant~~related to ~~a put feature available in connection with~~ the ~~payment~~vesting of ~~BlackRock’s LTIP~~certain restricted stock or restricted stock unit awards.
⁴
~~During~~ All such purchases were made outside of the ~~second quarter 2007 through May 2, 2007, the Company had repurchased a total of 445,700 shares at an average price of $151.44 per~~publicly announced share ~~under the~~repurchase program.

- 3947 -
PART II – OTHER INFORMATION (continued)
~~Item 6.Exhibits~~
As used in this exhibit list, “BlackRock” refers to BlackRock, Inc. (formerly named New BlackRock, Inc. and previously, New Boise, Inc.) and “Old BlackRock” refers to BlackRock Holdco 2, Inc. (formerly named BlackRock, Inc.), which is the predecessor of BlackRock.
Item 6. Exhibits

Exhibit No.

Description
  ~~2.1(1)~~
12.1
~~Transaction Agreement and Plan~~Computation of ~~Merger, dated as of February 15, 2006, by and among Merrill Lynch & Co., Inc., BlackRock, Boise Merger Sub, Inc. and Old BlackRock.~~
  ~~3.1(2)~~ ~~Amended and Restated Certificate of Incorporation of BlackRock.~~
  ~~3.2(2)~~ ~~Amended and Restated Bylaws of BlackRock.~~
  ~~3.3(2)~~ ~~Certificate of Designations of Series A Convertible Participating Preferred Stock of BlackRock.~~
  ~~4.1(3)~~ ~~Specimen of Common Stock Certificate.~~
  ~~4.2(4)~~ Indenture, dated as of February 23, 2005, between Old BlackRock and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), as trustee, relating to the 2.625% Convertible Debentures due 2035.
  ~~4.3(4)~~ ~~Form of 2.625% Convertible Debenture due 2035 (included as Exhibit A in Exhibit 4.2).~~
  ~~4.4(2)~~ ~~First Supplemental Indenture, dated September 29, 2006.~~
~~10.1(5)~~ ~~Tax Disaffiliation Agreement, dated October 6, 1999, among Old BlackRock, PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.~~
~~10.2(3)~~ ~~BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.3(3)~~ ~~Amendment No. 1 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.4(3)~~ ~~Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.5(3)~~ ~~Amendment No. 3 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.6(3)~~ ~~Amendment No. 4 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.7(3)~~ ~~BlackRock, Inc. 2002 Long-Term Retention and Incentive Program.+~~
~~10.8(3)~~ ~~Amendment No. 1 to 2002 Long-Term Retention and Incentive Program.+~~
~~10.9(3)~~ ~~Amendment No. 2 to 2002 Long-Term Retention and Incentive Program.+~~
~~10.10(3)~~ ~~BlackRock, Inc. Nonemployee Directors Stock Compensation Plan.+~~
~~10.11(3)~~ ~~BlackRock, Inc. Voluntary Deferred Compensation Plan.+~~
~~10.12(3)~~ ~~BlackRock, Inc. Involuntary Deferred Compensation Plan.+~~
~~10.13(2)~~ ~~Form of Stock Option Agreement expected to be used in connection with future grants of Stock Options under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~- 40 -~~
~~PART II – OTHER INFORMATION (continued)~~
~~Item 6. Exhibits~~
~~10.14(2)~~ ~~Form of Restricted Stock Agreement expected to be used in connection with future grants of Restricted Stock under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.15(2)~~ ~~Form of Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.16(2)~~ ~~Form of Directors’ Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.17(6)~~ ~~BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+~~
~~10.18(7)~~ ~~Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+~~
~~10.19(2)~~ ~~Registration Rights Agreement, dated as of September 29, 2006, among BlackRock, Merrill Lynch & Co., Inc. and the PNC Financial Service Group, Inc.~~
~~10.20(5)~~ ~~Services Agreement, dated October 6, 1999, between Old BlackRock and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.~~
~~10.21(8)~~ ~~Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and Old BlackRock.~~
~~10.22(9)~~ ~~Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and Old BlackRock.~~
~~10.23(10)~~ ~~Share Surrender Agreement, dated October 10, 2002, among Old BlackRock, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.~~
~~10.24(1)~~ ~~First Amendment, dated as of February 15, 2006, to the Share Surrender Agreement, dated as of October 10, 2002, among PNC Bancorp, Inc., The PNC Financial Services Group, Inc. and Old BlackRock.~~
~~10.25(11)~~ ~~Amended and Restated 1999 Annual Incentive Performance Plan.+~~
~~10.26(12)~~ ~~Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and Old BlackRock.~~
~~10.27(12)~~ ~~Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and Old BlackRock.~~
~~10.28(13)~~ ~~Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. Old BlackRock and BlackRock Financial Management, Inc., dated August 25, 2004.~~
~~10.29(4)~~ Registration Rights Agreement dated as of February 23, 2005, between Old BlackRock and Morgan Stanley & Co. Incorporated, as representative of the initial purchasers named therein, relating to the 2.625% Convertible Debentures due 2035.
~~- 41 -~~
~~PART II – OTHER INFORMATION (continued)~~
~~Item 6. Exhibits~~
~~10.30(1)~~ ~~Implementation and Stockholder Agreement, dated as of February 15, 2006, among The PNC Financial Services Group, Inc., BlackRock and Old BlackRock.~~
~~10.31(1)~~ ~~Stockholder Agreement, dated as of February 15, 2006, between Merrill Lynch & Co., Inc. and BlackRock.~~
~~10.32(2)~~ ~~Letter to Robert C. Doll.+~~
~~10.33(14)~~ ~~Global Distribution Agreement, dated as of September 29, 2006, by and between BlackRock and Merrill Lynch & Co., Inc.~~
~~10.34(14)~~ ~~Transition Services Agreement, dated as of September 29, 2006, by and between Merrill Lynch & Co., Inc. and BlackRock.~~
~~10.35(15)~~ Five-Year Revolving Credit Agreement dated as of December 19, 2006, by and among BlackRock, Wachovia Bank, National Association, as administrative agent, swingline lender and issuing lender, various lenders, Wachovia Capital Markets, LLC, as sole lead arranger and sole book manager, and ABN Amro Bank, N.V., HSBC Bank USA, National Association, JPMorgan Chase Bank and UBS Loan Finance LLC, as documentation agents.
~~12.1~~ 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)~~ ~~Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on February 22, 2006.~~
~~(2)~~ ~~Incorporated by Reference to the Registrant’s Current Report on Form 8-K (Commission File No. 001-33099) filed with the Securities and Exchange Commission on October 5, 2006.~~
~~(3)~~ ~~Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-137708) filed with the Securities and Exchange Commission on September 29, 2006.~~
~~(4)~~ ~~Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2004.~~
~~(5)~~ Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.
~~(6)~~ ~~Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.~~
~~(7)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.~~
~~(8)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.~~
~~(9)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.~~
~~(10)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.~~
~~(11)~~ ~~Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305), for the year ended December 31, 2002.~~
~~(12)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2004.~~
~~(13)~~ ~~Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on August 30, 2004.~~

- ~~42 -~~
~~EXHIBIT INDEX (continued)~~
~~(14)~~ ~~Incorporated by Reference to BlackRock’s Registration Statement on Form S-4, as amended, originally filed with the Securities and Exchange Commission on June 9, 2006.~~
~~(15)~~ ~~Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on December 22, 2006.~~
~~+ Denotes compensatory plans or arrangements.~~
~~- 43~~48 -
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

~~BLACKROCK, INC.~~
~~(Registrant)~~
~~Date: August 14, 2007~~ ~~By:~~     ~~/s/~~ Paul L. Audet

~~Paul L. Audet~~
Managing Director &
~~Acting~~ Chief Financial Officer
EXHIBIT INDEX
Exhibit No.Description

Exhibit No.

Description
  ~~2.1(1)~~
12.1
~~Transaction Agreement and Plan~~Computation of ~~Merger, dated as of February 15, 2006, by and among Merrill Lynch & Co., Inc., BlackRock, Boise Merger Sub, Inc. and Old BlackRock.~~
  ~~3.1(2)~~ ~~Amended and Restated Certificate of Incorporation of BlackRock.~~
  ~~3.2(2)~~ ~~Amended and Restated Bylaws of BlackRock.~~
  ~~3.3(2)~~ ~~Certificate of Designations of Series A Convertible Participating Preferred Stock of BlackRock.~~
  ~~4.1(3)~~ ~~Specimen of Common Stock Certificate.~~
  ~~4.2(4)~~ Indenture, dated as of February 23, 2005, between Old BlackRock and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), as trustee, relating to the 2.625% Convertible Debentures due 2035.
  ~~4.3(4)~~ ~~Form of 2.625% Convertible Debenture due 2035 (included as Exhibit A in Exhibit 4.2).~~
  ~~4.4(2)~~ ~~First Supplemental Indenture, dated September 29, 2006.~~
~~10.1(5)~~ ~~Tax Disaffiliation Agreement, dated October 6, 1999, among Old BlackRock, PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.~~
~~10.2(3)~~ ~~BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.3(3)~~ ~~Amendment No. 1 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.4(3)~~ ~~Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.5(3)~~ ~~Amendment No. 3 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.6(3)~~ ~~Amendment No. 4 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.7(3)~~ ~~BlackRock, Inc. 2002 Long-Term Retention and Incentive Program.+~~
~~10.8(3)~~ ~~Amendment No. 1 to 2002 Long-Term Retention and Incentive Program.+~~
~~10.9(3)~~ ~~Amendment No. 2 to 2002 Long-Term Retention and Incentive Program.+~~
~~10.10(3)~~ ~~BlackRock, Inc. Nonemployee Directors Stock Compensation Plan.+~~
~~10.11(3)~~ ~~BlackRock, Inc. Voluntary Deferred Compensation Plan.+~~
~~10.12(3)~~ ~~BlackRock, Inc. Involuntary Deferred Compensation Plan.+~~
~~10.13(2)~~ ~~Form of Stock Option Agreement expected to be used in connection with future grants of Stock Options under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~EXHIBIT INDEX (continued)~~
~~10.14(2)~~ ~~Form of Restricted Stock Agreement expected to be used in connection with future grants of Restricted Stock under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.15(2)~~ ~~Form of Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.16(2)~~ ~~Form of Directors’ Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~
~~10.17(6)~~ ~~BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+~~
~~10.18(7)~~ ~~Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+~~
~~10.19(2)~~ ~~Registration Rights Agreement, dated as of September 29, 2006, among BlackRock, Merrill Lynch & Co., Inc. and the PNC Financial Service Group, Inc.~~
~~10.20(5)~~ ~~Services Agreement, dated October 6, 1999, between Old BlackRock and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.~~
~~10.21(8)~~ ~~Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and Old BlackRock.~~
~~10.22(9)~~ ~~Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and Old BlackRock.~~
~~10.23(10)~~ ~~Share Surrender Agreement, dated October 10, 2002, among Old BlackRock, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.~~
~~10.24(1)~~ ~~First Amendment, dated as of February 15, 2006, to the Share Surrender Agreement, dated as of October 10, 2002, among PNC Bancorp, Inc., The PNC Financial Services Group, Inc. and Old BlackRock.~~
~~10.25(11)~~ ~~Amended and Restated 1999 Annual Incentive Performance Plan. +~~
~~10.26(12)~~ ~~Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and Old BlackRock.~~
~~10.27(12)~~ ~~Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and Old BlackRock.~~
~~10.28(13)~~ ~~Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. Old BlackRock and BlackRock Financial Management, Inc., dated August 25, 2004.~~
~~10.29(4)~~ Registration Rights Agreement dated as of February 23, 2005, between Old BlackRock and Morgan Stanley & Co. Incorporated, as representative of the initial purchasers named therein, relating to the 2.625% Convertible Debentures due 2035.
~~EXHIBIT INDEX (continued)~~
~~10.30(1)~~ ~~Implementation and Stockholder Agreement, dated as of February 15, 2006, among The PNC Financial Services Group, Inc., BlackRock and Old BlackRock.~~
~~10.31(1)~~ ~~Stockholder Agreement, dated as of February 15, 2006, between Merrill Lynch & Co., Inc. and BlackRock.~~
~~10.32(2)~~ ~~Letter to Robert C. Doll.+~~
~~10.33(14)~~ ~~Global Distribution Agreement, dated as of September 29, 2006, by and between BlackRock and Merrill Lynch & Co., Inc.~~
~~10.34(14)~~ ~~Transition Services Agreement, dated as of September 29, 2006, by and between Merrill Lynch & Co., Inc. and BlackRock.~~
~~10.35(15)~~ Five-Year Revolving Credit Agreement dated as of December 19, 2006, by and among BlackRock, Wachovia Bank, National Association, as administrative agent, swingline lender and issuing lender, various lenders, Wachovia Capital Markets, LLC, as sole lead arranger and sole book manager, and ABN Amro Bank, N.V., HSBC Bank USA, National Association, JPMorgan Chase Bank and UBS Loan Finance LLC, as documentation agents.
~~12.1~~ 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)~~ ~~Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on February 22, 2006.~~
~~(2)~~ ~~Incorporated by Reference to the Registrant’s Current Report on Form 8-K (Commission File No. 001-33099) filed with the Securities and Exchange Commission on October 5, 2006.~~
~~(3)~~ ~~Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-137708) filed with the Securities and Exchange Commission on September 29, 2006.~~
~~(4)~~ ~~Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2004.~~
~~(5)~~ Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.
~~(6)~~ ~~Incorporated by Reference to Old BlackRock’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.~~
~~(7)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.~~
~~(8)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.~~
~~(9)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.~~
~~(10)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.~~
~~(11)~~ ~~Incorporated by Reference to Old BlackRock’s Annual Report on Form 10-K (Commission File No. 001-15305), for the year ended December 31, 2002.~~
~~(12)~~ ~~Incorporated by Reference to Old BlackRock’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2004.~~
~~(13)~~ ~~Incorporated by Reference to Old BlackRock’s Current Report on Form 8-K (Commission File No. 001-15305) filed on August 30, 2004.~~
~~(14)~~ ~~Incorporated by Reference to BlackRock’s Registration Statement on Form S-4, as amended, originally filed with the Securities and Exchange Commission on June 9, 2006.~~
~~(15)~~ ~~Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on December 22, 2006.~~
~~+Denotes compensatory plans or arrangements.~~


	Three Months Ended March 31,
	2007			2006
Net income	$	195,388		$	70,862
Other comprehensive income, net of tax:
Net unrealized gain (loss) from available-for-sale investments		(1,457	)		376
Foreign currency translation gain		2,203			411

Comprehensive income	$	196,134		$	71,649


	Three months ended March 31, 2007
	As Previously Reported			Adjustment			As Restated
Cash flows from operating activities:
Other net unrealized gains and net purchases of investments (previously titled net unrealized gain on investments)	$	(100,235	)	$	(76,272	)	$	(176,507	)
Changes in operating assets and liabilities:
Investments, trading		6,353			(27,006	)		(20,653	)
Other liabilities		110,861			(84,996	)		25,865
Other net cash flows from operating activities		(313,905	)		—			(313,905	)

Total cash flows from operating activities		(296,926	)		(188,274	)		(485,200	)

Cash flows from investing activities:		(171,080	)		—			(171,080	)

Cash flows from financing activities:
Subscriptions received from non-controlling interest holders, net of redemptions		(48,663	)		103,278			54,615
Debt held by consolidated investments		—			84,996			84,996
Other net cash flows from financing activities		372,990			—			372,990

Total cash flows from financing activities:		324,327			188,274			512,601

Effect of exchange rate changes on cash and cash equivalents		2,203			—			2,203

Net change in cash and cash equivalents	($	141,476	)	$	—		$	(141,476	)


							Variance
	March 31,		December 31, *		March 31,		Quarter to Quarter	Year to Year
	2007		2006				Quarter to Quarter	Year to Year
Fixed income	$	470,513	$	462,049	$	318,529	1.8%	47.7%
Equity and balanced		402,983		392,708		40,751	2.6%	NM
Cash management		244,838		235,768		86,484	3.8%	183.1%
Alternative investments products		35,830		34,102		17,296	5.1%	107.2%

Total	$	1,154,164	$	1,124,627	$	463,060	2.6%	149.2%


BlackRock, Inc. Year to Date 2007 Component Changes in Assets Under Management (Dollar amounts in millions) (Unaudited)
	December 31, 2006¹		Net subscriptions (redemptions)		Foreign Exchange ³		Market appreciation (depreciation)		March 31, 2007
Fixed income	$	462,049	$	3,546	$	424	$	4,494	$	470,513
Equity and balanced		392,708		1,612		912		7,751		402,983
Cash management		235,768		8,387		17		666		244,838
Alternative investments products		34,102		890		34		804		35,830

Total	$	1,124,627	$	14,435	$	1,387	$	13,715	$	1,154,164


	Book Value		Fair value assuming 10% increase		Fair value assuming 10% decrease
March 31, 2007
Equity securities	$	95,579	$	105,137	$	86,021
Commingled investments		151,114		166,225		136,003

Total investments, trading		246,693		271,362		222,024

Commingled investments		70,322		77,354		63,290

Total available-for-sale investments		70,322		77,354		63,290

Other fund investments		1,511,305		1,662,436		1,360,175
Deferred compensation plans		21,714		23,885		19,543

Total other investments		1,533,019		1,686,321		1,379,718

Total equity price risk on investments	$	1,850,034	$	2,035,037	$	1,665,032


December 31, 2006
Equity securities	$	155,930	$	171,523	$	140,337
Commingled investments		125,115		137,627		112,604

Total investments, trading		281,045		309,150		252,941

Commingled investments		77,272		84,999		69,545

Total available-for-sale investments		77,272		84,999		69,545

Other fund investments		1,377,541		1,515,295		1,239,787
Deferred compensation plans		18,146		19,961		16,331

Total other investments		1,395,687		1,535,256		1,256,118

Total equity price risk on investments	$	1,754,004	$	1,929,405	$	1,578,604


	Book Value		Fair market value assuming +100 basis point shift		Fair market value assuming -100 basis point shift
March 31, 2007
Municipal debt securities	$	185,910	$	158,024	$	213,797
U.S. government securities		7,529		7,529		7,529
Mortgage-backed securities		6,797		6,797		6,797
Corporate debt		1,470		1,470		1,470
Other debt securities		5,215		5,215		5,215

Total trading investments		206,921		179,035		234,808

Commingled investments		59,477		57,721		61,233
Collateralized debt obligations		28,139		27,502		28,776
Other		2,820		2,538		3,102

Total available-for-sale investments		90,436		87,761		93,111

Other fund investments		47,472		46,286		48,658

Total investments	$	344,829	$	313,082	$	376,577


December 31, 2006
Municipal debt securities	$	154,510	$	130,224	$	178,796
Corporate notes and bonds		13,656		13,192		14,120
Commingled investments		23,272		23,275		23,269

Total trading investments		191,438		166,691		216,185

Commingled investments		48,377		48,305		48,449
Collateralized debt obligations		29,362		29,346		29,378
Other		3,431		3,397		3,465

Total available-for-sale investments		81,170		81,048		81,292

Other fund investments		70,962		71,209		70,715

Total investments	$	343,570	$	318,948	$	368,192


	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, 2007 through January 31, 2007	967,703	²	$	169.15	—	2,100,000
February 1, 2007 through February 28, 2007	4,196	³	$	169.17	—	2,100,000
March 1, 2007 through March 31, 2007	—			—	—	2,100,000	⁴

Total	971,899		$	169.15	—


Exhibit No.		Description

~~2.1(1)~~ 12.1		~~Transaction Agreement and Plan~~Computation of ~~Merger, dated as of February 15, 2006, by and among Merrill Lynch & Co., Inc., BlackRock, Boise Merger Sub, Inc. and Old BlackRock.~~

~~3.1(2)~~		~~Amended and Restated Certificate of Incorporation of BlackRock.~~

~~3.2(2)~~		~~Amended and Restated Bylaws of BlackRock.~~

~~3.3(2)~~		~~Certificate of Designations of Series A Convertible Participating Preferred Stock of BlackRock.~~

~~4.1(3)~~		~~Specimen of Common Stock Certificate.~~

~~4.2(4)~~		Indenture, dated as of February 23, 2005, between Old BlackRock and The Bank of New York (as successor-in-interest to JPMorgan Chase Bank, N.A.), as trustee, relating to the 2.625% Convertible Debentures due 2035.

~~4.3(4)~~		~~Form of 2.625% Convertible Debenture due 2035 (included as Exhibit A in Exhibit 4.2).~~

~~4.4(2)~~		~~First Supplemental Indenture, dated September 29, 2006.~~

~~10.1(5)~~		~~Tax Disaffiliation Agreement, dated October 6, 1999, among Old BlackRock, PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.~~

~~10.2(3)~~		~~BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.3(3)~~		~~Amendment No. 1 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.4(3)~~		~~Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.5(3)~~		~~Amendment No. 3 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.6(3)~~		~~Amendment No. 4 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.7(3)~~		~~BlackRock, Inc. 2002 Long-Term Retention and Incentive Program.+~~

~~10.8(3)~~		~~Amendment No. 1 to 2002 Long-Term Retention and Incentive Program.+~~

~~10.9(3)~~		~~Amendment No. 2 to 2002 Long-Term Retention and Incentive Program.+~~

~~10.10(3)~~		~~BlackRock, Inc. Nonemployee Directors Stock Compensation Plan.+~~

~~10.11(3)~~		~~BlackRock, Inc. Voluntary Deferred Compensation Plan.+~~

~~10.12(3)~~		~~BlackRock, Inc. Involuntary Deferred Compensation Plan.+~~

~~10.13(2)~~		~~Form of Stock Option Agreement expected to be used in connection with future grants of Stock Options under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~



~~10.14(2)~~		~~Form of Restricted Stock Agreement expected to be used in connection with future grants of Restricted Stock under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.15(2)~~		~~Form of Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.16(2)~~		~~Form of Directors’ Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted Stock Units under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.+~~

~~10.17(6)~~		~~BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+~~

~~10.18(7)~~		~~Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan.+~~

~~10.19(2)~~		~~Registration Rights Agreement, dated as of September 29, 2006, among BlackRock, Merrill Lynch & Co., Inc. and the PNC Financial Service Group, Inc.~~

~~10.20(5)~~		~~Services Agreement, dated October 6, 1999, between Old BlackRock and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.~~

~~10.21(8)~~		~~Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and Old BlackRock.~~

~~10.22(9)~~		~~Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and Old BlackRock.~~

~~10.23(10)~~		~~Share Surrender Agreement, dated October 10, 2002, among Old BlackRock, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.~~

~~10.24(1)~~		~~First Amendment, dated as of February 15, 2006, to the Share Surrender Agreement, dated as of October 10, 2002, among PNC Bancorp, Inc., The PNC Financial Services Group, Inc. and Old BlackRock.~~

~~10.25(11)~~		~~Amended and Restated 1999 Annual Incentive Performance Plan.+~~

~~10.26(12)~~		~~Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and Old BlackRock.~~

~~10.27(12)~~		~~Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and Old BlackRock.~~

~~10.28(13)~~		~~Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. Old BlackRock and BlackRock Financial Management, Inc., dated August 25, 2004.~~

~~10.29(4)~~		Registration Rights Agreement dated as of February 23, 2005, between Old BlackRock and Morgan Stanley & Co. Incorporated, as representative of the initial purchasers named therein, relating to the 2.625% Convertible Debentures due 2035.



~~10.30(1)~~		~~Implementation and Stockholder Agreement, dated as of February 15, 2006, among The PNC Financial Services Group, Inc., BlackRock and Old BlackRock.~~

~~10.31(1)~~		~~Stockholder Agreement, dated as of February 15, 2006, between Merrill Lynch & Co., Inc. and BlackRock.~~

~~10.32(2)~~		~~Letter to Robert C. Doll.+~~

~~10.33(14)~~		~~Global Distribution Agreement, dated as of September 29, 2006, by and between BlackRock and Merrill Lynch & Co., Inc.~~

~~10.34(14)~~		~~Transition Services Agreement, dated as of September 29, 2006, by and between Merrill Lynch & Co., Inc. and BlackRock.~~

~~10.35(15)~~		Five-Year Revolving Credit Agreement dated as of December 19, 2006, by and among BlackRock, Wachovia Bank, National Association, as administrative agent, swingline lender and issuing lender, various lenders, Wachovia Capital Markets, LLC, as sole lead arranger and sole book manager, and ABN Amro Bank, N.V., HSBC Bank USA, National Association, JPMorgan Chase Bank and UBS Loan Finance LLC, as documentation agents.

~~12.1~~		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.


	BLACKROCK, INC.
	(Registrant)

Date: May 9, 2008	By:	/s/ Paul L. Audet
		~~BLACKROCK, INC.~~ ~~(Registrant)~~

~~Date: August 14, 2007~~		~~By:~~	~~/s/~~ Paul L. Audet
			~~Paul L. Audet~~ Managing Director & ~~Acting~~ Chief Financial Officer