Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
215-988-2700
215-988-2757 (Fax)
www.dbr.com
May 26, 2006
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
100 F. Street, N.E.
Washington, D.C. 20549
Re: BlackRock Liquidity Funds (the “Trust”)/Preliminary Proxy Materials
(1933 Act Registration No. 2-47015) (1940 Act Registration No. 811-02354)
Ladies and Gentlemen:
Enclosed for filing pursuant to Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended, please find the Trust’s Preliminary Proxy Statement, Notice of Special Meeting of Shareholders and Forms of Proxy (collectively, the “Proxy Materials”). These Proxy Materials are being filed in connection with a Special Meeting of Shareholders of each fund of the Trust (each a “Fund”) being held to approve a new management agreement between the Trust, on behalf of each Fund, and BlackRock Institutional Management Corporation and to transact such other business as may properly come before the meeting or any adjournment thereof.
Please do not hesitate to contact me at (215) 988-2442 if you have any comments or questions.
| Sincerely, |
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| /s/Edward T. Searle | |
| Edward T. Searle |