[GRAPHIC OMITTED]



                                 ---------------


          THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("BKN")
          THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BRM")
     THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC. ("BFC")
         THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST("BRF")
      THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BLN")
        THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC. ("BCT")
                             800 SCUDDERS MILL ROAD
                          PLAINSBORO, NEW JERSEY 08536

                     THE BLACKROCK INCOME TRUST INC. ("BKT")
        THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC. ("BNA")
                   THE BLACKROCK 1998 TERM TRUST INC. ("BBT")
                   THE BLACKROCK 1999 TERM TRUST INC. ("BNN")
                  THE BLACKROCK TARGET TERM TRUST INC. ("BTT")
            THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC. ("BQT")
                 THE BLACKROCK ADVANTAGE TERM TRUST INC. ("BAT")
             THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC. ("BMN")
    THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RAA")
        THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST ("RFA")
    THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNJ")
     THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNY")
                              GATEWAY CENTER THREE
                               100 MULBERRY STREET
                            NEWARK, NEW JERSEY 07102


             THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC. ("BMT")
                   THE BLACKROCK 2001 TERM TRUST INC. ("BLK")
                           1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019


                 THE BLACKROCK STRATEGIC TERM TRUST INC. ("BGT")
                             TWO WORLD TRADE CENTER
                            NEW YORK, NEW YORK 10048

                                ----------------
                 NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
                                ----------------
                            TO BE HELD ON MAY 6, 1998


To the Stockholders of BKN,BRM,BFC, BRF, BLN, BCT, BKT, BNA, BNN, BTT, BAT, BMN,
RAA, RFA, RNJ, RNY, BBT, BQT, BMT, BLK and BGT (collectively, the "Trusts"):

     The Joint Annual Meeting of Stockholders of the Trusts will be held at One
Seaport Plaza, New York, New York on May 6, 1998 at 10:00 a.m. (New York Time)
for the following purposes:

   1. With respect to each of the Trusts to elect three Directors, each to
      hold office for the term indicated and until his successor shall have
      been elected and qualified;





   2. To consider and act upon the  ratification  of the selection of Deloitte &
      Touche LLP as  independent  auditors  of each of the Trusts for the fiscal
      year ending June 30, 1998 with  respect to BLK, for the fiscal year ending
      October 31, 1998 with respect to BKN, BCT, RAA, RFA, RNJ, RNY, BKT and BNA
      and for the fiscal year ending December 31, 1998 with respect to BRM, BLN,
      BFC, BRF, BNN, BTT, BAT, BGT, BMN, BBT, BQT and BMT;

   3. To transact such other business as may properly come before the meeting
      or any adjournments thereof.

     THE BOARD OF DIRECTORS OF EACH TRUST RECOMMENDS THAT YOU VOTE "FOR" ALL THE
PROPOSALS.

     We encourage you to contact  BlackRock at (800) 227-7BFM (7236) if you have
any questions.

     The stock  transfer  books will not be  closed,  but in lieu  thereof,  the
respective  Boards of Directors have fixed the close of business on February 27,
1998 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting.



                               By order of the respective Boards of Directors



                               Karen H. Sabath, Secretary


New York, New York
March 31, 1998


- --------------------------------------------------------------------------------
 IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
 PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
 AND  RETURN THE  APPROPRIATE  ENCLOSED  PROXY OR  PROXIES  IN THE ACCOMPANYING
 ENVELOPE PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN
 THE UNITED STATES.
- --------------------------------------------------------------------------------





              THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC.
              THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC.
         THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
             THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST
          THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC.
            THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC.
                             800 SCUDDERS MILL ROAD
                          PLAINSBORO, NEW JERSEY 08536

                         THE BLACKROCK INCOME TRUST INC.
            THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
                       THE BLACKROCK 1998 TERM TRUST INC.
                       THE BLACKROCK 1999 TERM TRUST INC.
                      THE BLACKROCK TARGET TERM TRUST INC.
                THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC.
                     THE BLACKROCK ADVANTAGE TERM TRUST INC.
                 THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC.
        THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC.
            THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST
        THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC.
         THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC.
                              GATEWAY CENTER THREE
                               100 MULBERRY STREET
                            NEWARK, NEW JERSEY 07102

                 THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC.
                       THE BLACKROCK 2001 TERM TRUST INC.
                           1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019

                     THE BLACKROCK STRATEGIC TERM TRUST INC.
                             TWO WORLD TRADE CENTER
                            NEW YORK, NEW YORK 10048
                                ----------------
                              JOINT PROXY STATEMENT
                                ----------------
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD ON MAY 6, 1998

                                  INTRODUCTION

     This joint proxy statement is furnished in connection with the solicitation
by the  respective  Boards of  Directors  or  Trustees,  as the case may be (the
"Boards"),  of each of the  Trusts of  proxies  to be voted at the Joint  Annual
Meeting of Stockholders or Shareholders,  as the case may be, (the "Meeting") of
the Trusts to be held at One Seaport  Plaza,  New York, New York, on May 6, 1998
at 10:00 a.m. (New York Time), and at


                                       1





any adjournments  thereof, for the purposes set forth in the accompanying Notice
of Joint Annual Meeting of  Stockholders.  Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy to be
voted at the  Meeting.  The persons  named as proxies  will vote in favor of any
such  adjournment  those proxies which  instruct them to vote in favor of any of
the  proposals.  Conversely,  they will vote  against any such  adjournment  any
proxies which instruct them to vote against the proposals. As used in the Notice
of Joint Annual Meeting of Stockholders and as used herein, the term "Directors"
shall include Trustees and the term  "Stockholders"  shall include  Shareholders
where the use of the terms  "Trustees"  or  "Shareholders"  would  otherwise  be
appropriate.

     The Meeting is scheduled as a joint meeting of the respective  stockholders
of the  Trusts  because  the  stockholders  of all the Trusts  are  expected  to
consider  and vote on similar  matters.  The Board of each Trust has  determined
that the use of a joint Proxy  Statement for the Meeting is in the best interest
of each of the Trusts'  stockholders.  In the event that any stockholder present
at the  Meeting  objects  to the  holding  of a joint  meeting  and moves for an
adjournment of his Trust's  meeting to a time  immediately  after the Meeting so
that his Trust's  meeting may be held  separately,  the persons named as proxies
will vote in favor of such  adjournment.  Stockholders  of each  Trust will vote
separately on each of the Proposals  relating to their Trust, and an unfavorable
vote on a  Proposal  by the  stockholders  of one  Trust  will  not  affect  the
implementation  of such a Proposal by another  Trust if the Proposal is approved
by the stockholders of that Trust.

     The cost of  soliciting  proxies  will be borne  by each of the  Trusts  in
proportion  to the  amount of  proxies  solicited  on behalf of each  Trust.  In
addition, certain officers,  directors and employees of each of the Trusts, Dean
Witter InterCapital Inc., Prudential  Investments Fund Management LLC, Princeton
Administrators L.P. (formerly Middlesex Administrators L.P.,), Mitchell Hutchins
Asset Management Inc. and BlackRock Financial  Management,  Inc. (the "Adviser")
(none of whom will receive additional compensation therefor) may solicit proxies
in person or by  telephone,  telegraph,  or mail.  In  addition,  certain of the
Trusts  may  employ  Shareholder  Communications  Corporation  pursuant  to  its
standard  contract  as  proxy  solicitor,  the  cost  of  which  will  be  borne
proportionately  by each of the  Trusts  and is  estimated  to be  approximately
$3,500 per Trust. The Adviser is located at 345 Park Avenue,  New York, New York
10154.

     All properly  executed  proxies received prior to the Meeting will be voted
at the Meeting in accordance with the  instructions  marked thereon or otherwise
as provided therein.  Abstentions will be counted as present but not voting with
respect to those proposals from which a stockholder  abstains.  Broker non-votes
will be treated  as shares  that are not  present.  Unless  instructions  to the
contrary are marked, shares represented by all properly executed proxies will be
voted "FOR" all the Proposals. Any proxy may be revoked at any time prior to the
exercise  thereof by submitting  another proxy bearing a later date or by giving
written  notice to the  Secretary  of the  applicable  Trusts at the  applicable
address indicated above or by voting in person at the Meeting.

     Some proposals require more votes than others to be approved.  With respect
to each of the Trusts an  affirmative  vote of a simple  majority  of the shares
present and voting at the meeting at which a quorum is present is  necessary  to
ratify  the  selection  of  independent  auditors.  The  affirmative  vote  of a
plurality  of the shares  present at the meeting at which a quorum is present is
necessary to elect the director nominees.

     The Board of each Trust knows of no business  other than that  specifically
mentioned in the Notice of Meeting which will be presented for  consideration at
the Meeting. If any other matters are properly presented, it is the intention of
the persons named in the enclosed proxy to vote thereon in accordance with their
best judgment.


                                       2





     The Board of each Trust has fixed the close of  business  on  February  27,
1998, as the record date for the  determination  of  stockholders  of each Trust
entitled  to notice of and to vote at the  Meeting or any  adjournment  thereof.
Stockholders  of each  Trust on that date will be  entitled  to one vote on each
matter to be voted on by that Trust for each share  held and a  fractional  vote
with respect to fractional shares with no cumulative voting rights.

     The holders of any Trust's Auction Rate Municipal Preferred Stock will have
equal  voting  rights with the holders of that Trust's  common stock (i.e.,  one
vote per share),  and will vote  together  with the holders of common stock as a
single class on the  proposals  to elect  Directors  and ratify the  independent
accountants,  except  that the  holders of any Trust's  Auction  Rate  Municipal
Preferred Stock, voting separately as a class, will elect two Directors. The two
Directors  that  have  been  designated  as  representing  the  holders  of each
respective  Trust's  Auction  Rate  Municipal  Preferred  Stock are  Richard  E.
Cavanagh and Frank J. Fabozzi  (see  "Proposal  No.  1-Election  of  Directors,"
below).

     Pursuant to the rules promulgated by the Securities and Exchange Commission
the  following  table sets forth the  proposal to be voted on by each Trust with
auditors to be voted on by all Trusts.


                    ----------------------------------------
                                   VOTE ON DIRECTORS OF
                         FUND          CLASS NUMBER
                    ----------------------------------------
                          BRM             II
                    ----------------------------------------
                          BFC             II
                    ----------------------------------------
                          BRF             II
                    ----------------------------------------
                          BLN             II
                    ----------------------------------------
                          BKN             II
                    ----------------------------------------
                          BCT              I
                    ----------------------------------------
                          BMN             III
                    ----------------------------------------
                          BNN             II
                    ----------------------------------------
                          BTT             II
                    ----------------------------------------
                          BAT              I
                    ----------------------------------------
                          RAA              I
                    ----------------------------------------
                          RFA              I
                    ----------------------------------------
                          RNJ              I
                    ----------------------------------------
                          RNY              I
                    ----------------------------------------
                          BKT             III
                    ----------------------------------------
                          BNA             III
                    ----------------------------------------
                          BMT             III
                    ----------------------------------------
                          BGT              I
                    ----------------------------------------
                          BBT             III
                    ----------------------------------------
                          BQT             III
                    ----------------------------------------
                          BLK             II
                    ----------------------------------------


                                       3





     At the  close  of  business  on  February  27,  1998,  BRM had  outstanding
27,207,093 shares of Common Stock, par value $0.01 per share and 8,240 shares of
Auction Rate  Municipal  Preferred  Stock,  liquidation  preference  $25,000 per
share,  BLN had outstanding  11,257,093  shares of Common Stock, par value $0.01
per  share  and  3,420  shares  of  Auction  Rate  Municipal   Preferred  Stock,
liquidation  preference $25,000 per share, BFC had outstanding 10,407,093 shares
of Common  Stock,  par value  $0.01 per share and 3,120  shares of Auction  Rate
Municipal  Preferred Stock,  liquidation  preference  $25,000 per share, BRF had
outstanding 8,707,093 common shares of beneficial interest,  par value $0.01 per
share and 2,640 Auction Rate Municipal Preferred Shares of beneficial  interest,
liquidation  preference $25,000 per share, BKN had outstanding 16,707,093 shares
of Common  Stock,  par value  $0.01 per share and 5,200  shares of Auction  Rate
Municipal  Preferred Stock,  liquidation  preference  $25,000 per share, BCT had
outstanding 2,957,093 shares of Common Stock, par value $0.01 per share, BMN had
outstanding  45,410,639  shares of Common  Stock,  par value $0.01 per share and
9,000 shares of Auction Rate Municipal Preferred Stock,  liquidation  preference
$25,000 per share,  BNN had outstanding  21,610,583  shares of Common Stock, par
value $0.01 per share,  BTT had outstanding  95,460,639  shares of Common Stock,
par value $0.01 per share, BAT had outstanding 9,510,667 shares of Common Stock,
par value $0.01 per share, RAA had outstanding 1,007,093 shares of Common Stock,
par value  $0.01 per share and 300 shares of Auction  Rate  Municipal  Preferred
Stock,  liquidation  preference $25,000 per share, RFA had outstanding 1,127,093
common shares of beneficial interest,  par value $0.01 per share and 340 Auction
Rate Municipal Preferred Shares of beneficial interest,  liquidation  preference
$25,000 per share,  RNJ had outstanding  1,007,093  shares of Common Stock,  par
value $0.01 per share and 300 shares of Auction Rate Municipal  Preferred Stock,
liquidation  preference $25,000 per share, RNY had outstanding  1,307,093 shares
of Common  Stock,  par value  $0.01 per  share and 392  shares of  Auction  Rate
Municipal  Preferred Stock,  liquidation  preference  $25,000 per share, BMT had
outstanding  25,885,639  shares of Common  Stock,  par value $0.01 per share and
5,200 shares of Auction Rate Municipal Preferred Stock,  liquidation  preference
$25,000 per share,  BKT had outstanding  62,849,878  shares of Common Stock, par
value $0.01 per share,  BNA had outstanding  36,207,093  shares of Common Stock,
par value  $0.01 per  share,  BGT had  outstanding  57,510,639  shares of Common
Stock,  par value  $0.01 per share,  BBT had  outstanding  58,660,527  shares of
Common Stock, par value $0.01 per share, BQT had outstanding  36,810,639  shares
of Common Stock,  par value $0.01 per share and BLK had outstanding  142,010,583
shares of Common Stock,  par value $0.01 per share. For each Trust, the class or
classes of stock listed above are the only authorized class or classes of stock.

     The  principal  executive  offices of BRM,  BLN,  BFC, BRF, BCT and BKN are
located at 800 Scudders Mill Road,  Plainsboro,  New Jersey 08536, the principal
executive  offices of BMN,  BNN, BTT, BAT, RAA, RFA, RNJ, RNY, BKT, BBT, BQT and
BNA are located at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102,  the  principal  executive  offices of BGT are located at Two World Trade
Center, New York, New York 10048, and the principal executive offices of BMT and
BLK are located at 1285 Avenue of the Americas,  New York,  New York 10019.  The
enclosed  proxy or proxies and this proxy  statement are first being sent to the
Trusts' stockholders on or about March 31, 1998.

     Each Trust will furnish, without charge, a copy of such Trust's most recent
Annual  Report and the most  recent  Semi-Annual  Report  succeeding  the Annual
Report,  if any,  to any  stockholder  upon  request,  provided  such  Annual or
Semi-Annual  Report is not enclosed  herein.  Requests should be directed to 345
Park Avenue, New York, New York 10154 (telephone number (800) 227-7BFM(7236)).


                                       4





     As of  February  27,  1998,  to the  knowledge  of each  Trust,  no  person
beneficially  owned  more  than 5% of any  Trust,  except  that  242,400  of the
outstanding  common shares of RAA (or 24.07% of the  outstanding  common shares)
are  jointly  held  by M.H.  Whittier  Corporation,  James  E.  Greene,  Arlo G.
Sorensen,  Michael J. Casey and Whittier Trust Company,  all of whom are located
at 1600 Huntington Drive,  South Pasadena,  California 91030, and 542,950 of the
outstanding common shares of BAT (or 5.71% of the outstanding common shares) are
held by Karpus  Management,  Inc.  which is located at 14 Tobey  Village  Office
Park,  Pittsford,  New York 14534 and 3,526,800 of the outstanding common shares
of BGT (or 6.1% of the outstanding common shares), 10,185,100 of the outstanding
common shares of BLK (or 7.2% of the outstanding  common shares) are held by the
Federal  Home Loan  Mortgage  Corporation  which is located at 8200 Jones Branch
Drive,  Mclean,  Va 22102 and 2,241,800 of the outstanding  common shares of BQT
(or 6.1% of the outstanding common shares), 11,465,400 of the outstanding common
shares  of BLK (or 8.1% of the  outstanding  common  shares),  8,165,700  of the
outstanding  common shares of BGT (or 14.2% of the  outstanding  common shares),
1,647,700 of the  outstanding  common shares of BNN (or 7.6% of the  outstanding
common shares),  and 2,295,300 of the outstanding  common shares of BNA (or 6.3%
of the outstanding common shares) are held by Lowe,  Brockenbrough & Tattersall,
Inc., which is located at 6620 W. Broad Street,  Suite 300,  Richmond,  Virginia
23230.



                                PROPOSAL NO. 1.

                             ELECTION OF DIRECTORS

     With respect to BAT, BGT, BCT, RAA, RFA, RNJ and RNY, at the Meeting, Class
I  Directors  will be elected to serve for a term of three years and until their
successors  are elected and qualify.  With respect to BNN,  BTT,  BRM, BLN, BFC,
BRF,  BLK and BKN, at the Meeting,  Class II Directors  will be elected to serve
for a term of three years and until their  successors  are elected and  qualify.
With respect to BMN,  BMT,  BKT,  BBT,  BQT, and BNA, at the Meeting,  Class III
Directors  will be  elected to serve for a term of three  years and until  their
successors  are elected and qualify.  There are only three nominees with respect
to each of the  Trusts  because  each  Trust's  Board is  classified  into three
classes and only one class is being  elected at the Meeting.  The other  classes
will be elected at subsequent annual meetings of stockholders. In addition, with
respect to BLK, nominees elected as Directors of BLK will be appointed by BLK to
serve as Directors of its wholly-owned subsidiary, BLK Subsidiary Inc. ("BLKS"),
which has the identical  investment  objectives and policies as BLK. For each of
the Trusts,  the  affirmative  vote of a plurality of the shares  present at the
Meeting  at which a  quorum  is  present  is  required  to  elect  the  nominees
representing  the common  stock and for each Trust with a class of Auction  Rate
Municipal  Preferred  Stock,  the affirmative vote of a plurality of the Auction
Rate  Municipal  Preferred  Stock  shares  present at the Meeting is required to
elect any nominees  representing the Auction Rate Municipal  Preferred Stock. It
is the intention of the persons named in the enclosed  proxy to vote in favor of
the election of the persons  listed below.  The Board of Directors of each Trust
recommends that you vote "FOR" the nominees.

     The respective  Boards of Directors of the Trusts know of no reason why any
of the nominees  listed  below will be unable to serve,  but in the event of any
such  unavailability,  the proxies  received  will be voted for such  substitute
nominees as the respective Boards of Directors may recommend.

     Certain  information  concerning the nominees for each of the Trusts is set
forth below. All of the nominees are currently  Directors of each of the Trusts,
including BLKS, and have served in such capacity since each


                                       5





of the Trusts  commenced  their  respective  operations  except that  Richard E.
Cavanagh has served as Director  since his  appointment by each of the Boards on
August 11, 1994 to fill a vacancy and,  with respect to BNA, BBT, BKT, BQT, BTT,
BAT, BGT, BMN and BMT, James Clayburn La Force, Jr. has served as Director since
his election at the Trusts' annual meeting of  stockholders on June 19, 1992 and
Walter F.  Mondale,  who was  previously  a Director  of each of the Trusts from
inception to August 12, 1993,  has served as Director  since his election at the
Trusts' annual meeting of stockholders  on April 15, 1997. In addition,  Messrs.
Fink and Grosfeld  serve as directors of BlackRock  Fund  Investors I, BlackRock
Fund Investors II,  BlackRock Fund Investors III and BlackRock  Asset  Investors
(collectively, "BAI"). Mr. Fink serves as a director of BlackRock MQE Investors.
Except as indicated,  each individual has held the office shown or other offices
in the same  company for the last five years.  The  "interested"  Directors  (as
defined by Section  2(a)(19) of the 1940 Act) are  indicated by an  asterisk(*).
Unless  specified  otherwise  below,  the business  address of the Directors and
officers of each of the Trusts and the Adviser is 345 Park Avenue, New York, New
York 10154.



                                                                                 TRUST        % OF
                                  PRINCIPAL OCCUPATIONS OR                       SHARES      SHARES
NAME AND AGE                     EMPLOYMENT IN PAST 5 YEARS                     OWNED(*)   OUTSTANDING
- ------------                     --------------------------                     --------   -----------
                                                                                  
Andrew F. Brimmer      President of Brimmer & Company, Inc., a           BKT      110         (1)
4400 MacArthur Blvd    Washington, D.C.-based economic and finan-        BTT       10
N.W. Suite 302         cial consulting firm. Formerly member of the      BAT       10
Washington, DC 20007   Board of Governors of the Federal Reserve         BGT       10
 Age: 71               System. Director, Airbourne Express, Borg         BMN       10
Class III (**)         Warner Automotive, Carr America Realty Cor-       BNA       10
                       poration, E.I. du Pont de Nemours & Company,      BMT       10
                       and Navistar International Corporation (truck     BRM       10
                       manufacturing).                                   BNN       10
                                                                         BKN       10
                                                                         BCT       10
                                                                         BBT       10
                                                                         BQT       10
                                                                         BLK       10


                                       6







                                                                                       TRUST         % OF
                                  PRINCIPAL OCCUPATIONS OR                             SHARES       SHARES
NAME AND AGE                     EMPLOYMENT IN PAST 5 YEARS                            OWNED(*)   OUTSTANDING
- ------------                     --------------------------                            --------   -----------
                                                                                         
Richard E. Cavanagh        President and Chief Executive Office of The          BKN      500         (1)
845 Third Avenue           Conference Board, Inc., a leading global busi-       BKT      500
New York, NY 10022         ness membership organization. Former Execu-          BTT      100
 Age: 51                   tive Dean of the John F. Kennedy School of           BAT      100
Class I (**)               Government at Harvard University from 1988-          BGT      100
                           1995. Acting Director, Harvard Center for Busi-      BMN      100
                           ness and Government (1991-1993). Formerly            BNA      100
                           Partner (principal) of McKinsey & Company,           BMT      100
                           Inc. (1980-1988). Former Executive Director of       BRM      100
                           Federal Cash Management, White House Office          BLN      100
                           of Management and Budget (1977-1979).                BNN      100
                           Co-author, THE WINNING PERFORMANCE (best             RNY      100
                           selling management book published in 13              BCT      100
                           national editions.) Trustee, Wesleyan Univer-        BBT      100
                           sity and Drucker Foundation, Director, Olin          BQT      100
                           Corp. (chemicals and metals) and Fremont             BLK      100
                           Group (investments) and LCI International
                           (telecommunication).

Kent Dixon                 Consultant/Investor. Former President and            BKT       24,000     (1)
9495 Blind Pass Road       Chief Executive Officer of Empire Federal Sav-       BTT        1,000
Unit #602                  ings Bank of America and Banc PLUS Savings           BAT          100
St. Petersburg, FL 33706   Association, former Chairman of the Board,           BGT          100
 Age: 60                   President and Chief Executive Officer of North-      BMN          100
Class III (**)             east Savings. Former Director of ISFA (the           BNA          100
                           owner of INVEST, a national securities broker-       BMT          100
                           age service designed for banks and thrift insti-     BRM          100
                           tutions).                                            BRF          100
                                                                                BNN          100
                                                                                BKN          100
                                                                                RFA          100
                                                                                BCT          100
                                                                                BBT          100
                                                                                BQT          100
                                                                                BLK          100


                                       7







                                                                                       TRUST         % OF
                                  PRINCIPAL OCCUPATIONS OR                             SHARES       SHARES
NAME AND AGE                     EMPLOYMENT IN PAST 5 YEARS                            OWNED(*)   OUTSTANDING
- ------------                     --------------------------                            --------   -----------
                                                                                          
Frank J. Fabozzi        Consultant. Editor of THE JOURNAL OF PORTFOLIO          BKT         10        (1)
858 Tower View Circle   MANAGEMENT and Adjunct Professor of Finance             BTT         10
New Hope, PA 18938      at the School of Management at Yale Univer-             BAT         10
 Age: 49                sity. Director, Guardian Mutual Funds Group.            BGT         10
Class II (**)           Author and editor of several books on fixed             BMN         10
                        income portfolio management. Visiting Profes-           BNA         10
                        sor of Finance and Accounting at the Sloan              BMT         10
                        School of Management, Massachusetts Insti-              BRM         10
                        tute of Technology from 1986 to August 1992.            BNN         10
                                                                                BKN         10
                                                                                BCT         10
                                                                                BBT         10
                                                                                BQT         10
                                                                                BLK         10

Laurence D. Fink*       Chairman and Chief Executive Officer of Black-          BKT      16,680       (1)
 Age: 45                Rock Financial Management, the Adviser. For-            BTT      15,777
Class III (**)          merly, a Managing Director of The First Boston          BAT          10
                        Corporation, member of its Management Com-              BGT          10
                        mittee, co-head of its Taxable Fixed Income             BMN          10
                        Division and head of its Mortgage and Real              BNA          10
                        Estate Products Group. Currently, Chairman              BMT          10
                        of the Board and Director of each of Black-             BRM          10
                        Rock's Trusts and Anthracite Capital, Inc. and          BNN          10
                        as Director of BlackRock Fund Investors I,              RNJ          10
                        BlackRock Fund Investors II, BlackRock Fund             BCT          10
                        Investors III, BlackRock Asset Investors (col-          BBT          10
                        lectively, "BAI") and BlackRock MQE Investors,          BQT          10
                        Trustee of New York University Medical Center,          BLK          10
                        Dwight-Englewood School and National Out-               BKN          10
                        door Leadership School and Phoenix House. A    
                        Director of VIMRx Pharmaceuticals, Inc. and
                        Innovir Laboratories, Inc.


                                       8







                                                                                             TRUST       % OF
                                           PRINCIPAL OCCUPATIONS OR                         SHARES      SHARES
NAME AND AGE                             EMPLOYMENT IN PAST 5 YEARS                         OWNED(*)  OUTSTANDING
- ------------                             --------------------------                         --------  ------------
                                                                                              
James Grosfeld
20500 Civic Center Drive      Consultant/Investor. Director of BlackRock          BKT           10        (1)
Suite 3000                    Fund Investors I, BlackRock Fund Investors II,      BTT           10
Southfield, MI 48076          BlackRock Fund Investors III and BlackRock          BAT           10
 Age: 60                      Asset Investors (collectively, "BAI"). Formerly     BGT           10
Class I (**)                  Chairman of the Board and Chief Executive           BMN           10
                              Officer of Pulte Corporation (homebuilding and      BNA           10
                              mortgage banking and finance) (May 1974-            BMT           10
                              April 1990).                                        BRM           10
                                                                                  BNN           10
                                                                                  BKN           10
                                                                                  BCT           10
                                                                                  BBT           10
                                                                                  BQT           10
                                                                                  BLK           10

James Clayburn LaForce, Jr.   Dean Emeritus of The John E. Anderson               BKT           10         (1)
P.O. Box 1595                 Graduate School of Management, University of        BTT           10
Pauma Valley, CA 92061        California since July 1, 1993. Director, Eli Lilly  BAT           10
 Age: 69                      and Company (pharmaceuticals), Imperial             BGT           10
Class I (**)                  Credit Industries (mortgage banking), Jacobs        BMN           10
                              Engineering Group, Inc., Rockwell Interna-          BNA           10
                              tional Corporation, Payden & Rygel Investment       BMT           10
                              Trust (mutual fund), Provident Investment           BRM           10
                              Counsel Funds (investment companies),               BFC           10
                              Timken Company (roller bearing and steel),          BNN           10
                              Motor Cargo Industries (transportation). Act-       BKN           10
                              ing Dean of The School of Business, Hong            RAA           10
                              Kong University of Science and Technology           BCT           10
                              1990-1993. From 1978 to September 1993,             BBT           10
                              Dean of The John E. Anderson Graduate               BQT           10
                              School of Management, University of California.     BLK           10


                                       9







                                                                                        TRUST          % OF
                                       PRINCIPAL OCCUPATIONS OR                         SHARES        SHARES
NAME AND AGE                          EMPLOYMENT IN PAST 5 YEARS                       OWNED(*)     OUTSTANDING
- ------------                          --------------------------                      ----------   ------------
                                                                                           
Walter F. Mondale          Partner, Dorsey & Whitney, a law firm (Decem-      BKT         20           (1)
220 South Sixth Street     ber 1996-, September 1987-August 1993).            BTT         20
Minneapolis, MN 55402      Formerly, U.S. Ambassador to Japan (1993-          BAT         20
 Age: 70                   1996). Formerly Vice President of the United       BGT         20
Class II (**)              States, U.S. Senator and Attorney General of       BBT         20
                           the State of Minnesota. 1984 Democratic            BMN         20
                           Nominee for President of the United States.        BNA         20
                                                                              BMT         20
                                                                              BQT         20
                                                                              BLK         20
                                                                              BRM         20
                                                                              BNN         20
                                                                              BKN         20
                                                                              BCT         20

Ralph L. Schlosstein*      President of BlackRock Financial Management,       BKT          6,000        (1)
 Age: 47                   the Adviser. Formerly, a Managing Director of      BNA          1,500
Class II (**)              Lehman Brothers, Inc. and co-head of its           BTT          1,000
                           Mortgage and Savings Institutional Group.          BAT            100
                           Currently, President of each of BlackRock's        BGT            100
                           Trusts. Trustee of Denison University and New      BMN            100
                           Visions for Public Education in New York City.     BMT            100
                           A Director of the Pulte Corporation and a          BRM            100
                           member of the Visting Board of Overseers of        BLN            100
                           the John F. Kennedy School of Government at        BNN            100
                           Harvard University.                                BKN            100
                                                                              RNY            100
                                                                              BCT            100
                                                                              BBT            100
                                                                              BQT            100
                                                                              BLK            100


- ------------
  (1) Less than 1%.
  (*) If the Trust is not listed the Director does not own any shares of the
      Trust.

                                       10





     (**) Only Class I Directors  are being  elected by BAT, BGT, BCT, RAA, RFA,
RNJ and RNY,  only Class II Directors  are being  elected by BNN, BTT, BRM, BLN,
BFC,  BRF, BLK and BKN and only Class III  Directors  are being  elected by BMN,
BMT, BKT, BBT, BQT and BNA.

     All  Directors  and officers as a group owned less than 1% of the shares of
each of the  Trusts  as of  February  27,  1998.  Each  Trust  has an  executive
committee composed of Messrs. Fink and Schlosstein.

     None of the Trusts has a compensation or nominating  committee of the Board
of Directors, or committees performing similar functions. Each of the Trusts has
an audit committee  composed of all the Directors who are not interested persons
of such Trust or the Adviser (the "Independent Directors") which is charged with
recommending  a firm of  independent  accountants  to its  respective  Trust and
reviewing  accounting  matters with the accountants.  With respect to BLK, there
were two meetings of the audit  committee held between July 1, 1996 and June 30,
1997.  With respect to BNN, BTT, BAT, BGT, BRM, BLN, BFC, BRF, BMN, BBT, BQT and
BMT, there was one meeting of the audit  committee held between  January 1, 1997
and December 31, 1997.  With respect to BKT,  BNA,  BCT,  BKN, RAA, RNJ, RNY and
RFA,  there were two meetings of the audit  committee  held between  November 1,
1996 and  October 31,  1997.  With  respect to each of the  Trusts,  all members
attended at least 75% of the meetings.

     Four  meetings of the Board of  Directors  of BLK were held between July 1,
1996 and June 30, 1997.  Four  meetings of the Boards of Directors of BKT,  BKN,
RFA, RNJ,  RNY, BCT, RAA and BNA were held between  November 1, 1996 and October
31, 1997.  Four  meetings of the Boards of Directors of BAT, BNN, BGT, BRM, BLN,
BFC,  BRF, BMN and BMT were held between  January 1, 1997 and December 31, 1997.
Five  meetings of the Boards of  Directors of BTT, BBT and BQT were held between
January 1, 1997 and December 31, 1997.  With respect to each of the Trusts,  all
Directors attended at least 75% of the meetings. With respect to BRM, Form 4 was
untimely filed by Barbara Novick, with respect to a single transaction.

     In addition to Messrs.  Fink and  Schlosstein  all the following  executive
officers, except Messrs. Amero and Klingert, hold the same position with each of
the Trusts.  With respect to Mr. Amero, of the Trusts,  he is an officer of BBT,
BLK,  BQT,  BCT,  BNN,  BTT,  BAT,  BGT,  BKT and BNA only.  With respect to Mr.
Klingert,  of the Trusts, he is an officer of BRM, BLN, BFC, BRF, BKN, BMN, RAA,
RFA, RNJ, RNY and BMT only.





NAME AND AGE             TITLE           OTHER PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
- ------------             -----           -------------------------------------------
                               
Scott Amero         Vice President   Managing Director of the Adviser. From 1985 to
  Age: 34                            1990 Vice President at The First Boston Corporation
                                     in the Fixed Income Research Department.

Keith T. Anderson   Vice President   Managing Director of the Adviser. From February
  Age: 38                            1987 to April 1988 Vice President at The First
                                     Boston Corporation in the Fixed Income Research
                                     Department. Previously Vice President and Senior
                                     Portfolio Manager at Criterion Investment
                                     Management Company (now Nicholas-Applegate).


                                       11








NAME AND AGE                 TITLE              OTHER PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
- ------------                 -----              -------------------------------------------
                                     
Henry Gabbay         Treasurer             Managing Director and Chief Operating Officer of
  Age: 50                                  the Adviser. From September 1984 to February
                                           1989 Vice President at The First Boston
                                           Corporation.

Michael C. Huebsch   Vice President        Managing Director of the Adviser. From July 1985 to
  Age: 39                                  January 1989 Vice President at The First Boston
                                           Corporation in the Fixed Income Research
                                           Department.

Robert S. Kapito     Vice President        Managing Director and Vice Chairman of the
  Age: 41                                  Adviser. Formerly Vice President at The First Boston
                                           Corporation in the Mortgage Products Group.

Kevin Klingert       Vice President        Managing Director of the Adviser. From March 1985
  Age: 35                                  to October 1991 Assistant Vice President at Merrill
                                           Lynch, Pierce, Fenner & Smith in the Unit
                                           Investment Trust Department.

James Kong           Assistant Treasurer   Managing Director of the Adviser. From April 1987
  Age: 37                                  to April 1989 Assistant Vice President at The First
                                           Boston Corporation in the CMO/ABO
                                           Administration Department. Previously affiliated
                                           with Deloitte, Haskins & Sells (now Deloitte &
                                           Touche LLP).

Karen H. Sabath      Secretary             Managing Director of the Adviser. From June 1986
  Age: 32                                  to July 1988 Associate at The First Boston
                                           Corporation in the Mortgage Finance Department.
                                           From August 1988 to December 1992 Associate
                                           Vice President of the Adviser.

Richard Shea, Esq.   Vice President/Tax    Director of the Adviser. From December 1988 to
  Age: 38                                  February 1993 Associate Vice President and Tax
                                           Counsel at Prudential Securities, Inc. From August
                                           1984 to December 1988 Senior Tax Specialist at
                                           Laventhol & Horwath.



                                       12





                                  REMUNERATION

     The  following   table  sets  forth  certain   information   regarding  the
compensation of the Fund's directors and officers.





                                                                            TOTAL COMPENSATION
                                         AGGREGATE COMPENSATION             FROM THE FUND COMPLEX
NAME OF PERSON AND POSITION                  FROM THE TRUSTS            PAID TO DIRECTORS AND OFFICERS*
- ---------------------------             ------------------------        -------------------------------
                                                                        
Andrew R. Brimmer  ..................           $160,000                      $ 160,000(21)
Richard E. Cavanagh   ...............           $160,000                      $ 160,000(21)
Kent Dixon   ........................           $160,000                      $ 160,000(21)
Frank J. Fabozzi   ..................           $160,000                      $ 160,000(21)
James Grosfeld  .....................           $140,000                      $ 150,000(25)
James Claybourne LaForce, Jr.  ......           $160,000                      $ 160,000(21)
Walter F. Mondale  ..................           $140,000                      $ 140,000(21)


- ------------
* Represents  the total  compensation  paid to such persons  during the calendar
  year ended  December 31, 1997 by investment  companies  (including  the Trust)
  from which such person receives  compensation  that are considered part of the
  same  fund  complex  as the  Fund  because  they  have  common  or  affiliated
  investment advisers.  The number in parentheses  represents the number of such
  investment companies.


     The attendance fees of each Independent  Director of the Trusts are reduced
proportionately,  based  on each  respective  Trust's  net  assets,  so that the
aggregate  per meeting  fee for all  meetings of the Trusts held on a single day
does not exceed  $20,000 for any Director.  The $6,000 per annum fee for serving
on each Board is also reduced proportionately,  based on each respective Trust's
net assets.  For BLK,  fees of $84,352 were accrued by the Trust between July 1,
1996 and June 30, 1997.  For BNN,  BTT,  BAT, BGT, BRM, BLN, BFC, BRF, BMN, BBT,
BQT and BMT  fees of  $30,000,  $74,000,  $18,000,  $84,000,  $84,000,  $40,000,
$37,000,  $31,000,  $81,000,  $84,000, $68,000 and $75,000,  respectively,  were
accrued by each Trust from January 1, 1997 to December 31, 1997.  For BCT,  RAA,
RFA,  RNJ,  RNY, BKN, BKT and BNA fees of $11,360,  $12,000,  $13,000,  $12,000,
$12,000, $48,000, $70,000 and $82,000, respectively,  were accrued from November
1, 1996 to October  31,  1997.  None of the  Directors  received  any pension or
retirement  benefits.  None of the  ten  officers  of the  Trusts  received  any
compensation, including pension or retirement benefits, from the Trusts for such
period. Messrs. Fink,  Schlosstein,  Amero, Anderson,  Huebsch,  Kapito, Gabbay,
Klingert,  Kong, Shea and Ms. Sabath,  officers and/or  Directors of the Trusts,
are also affiliated with the Adviser. They receive compensation from the Adviser
although under the terms of the investment  advisory  agreements some portion of
their  compensation  could be reimbursable  by a particular  Trust to the extent
such person's working time is devoted to that particular Trust's operations.

     THE BOARD OF DIRECTORS OF EACH TRUST RECOMMENDS THAT YOU VOTE "FOR" THE
NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE SHARES PRESENT IS
NECESSARY TO ELECT THE DIRECTOR NOMINEES.


                                       13





                                PROPOSAL NO. 2.

               RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

     Deloitte & Touche LLP ("D&T") has been selected as the independent auditors
by a majority of each of the Trusts' Board of Directors, including a majority of
the Independent Directors, by vote cast in person subject to ratification by the
stockholders  at the Meeting to audit the accounts of each of the Trusts for and
during each Trust's  fiscal year ending in 1998.  In  addition,  with respect to
BLK,  ratification of the selection of D&T as independent  auditors for BLK will
cause BLK to ratify the  selection  of D&T as the  independent  auditors  of its
wholly-owned subsidiary BLKS. None of the Trusts knows of any direct or indirect
financial interest of D&T in the Trusts.


     Representatives  of D&T will attend the Meeting,  will have the opportunity
to make a  statement  if they  desire to do so and will be  available  to answer
questions.

     The  affirmative  vote of a simple majority of shares present and voting at
the meeting at which a quorum is present is required to ratify the  selection of
D&T.

     THE BOARD OF  DIRECTORS  OF EACH TRUST  RECOMMENDS  THAT YOU VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF INDEPENDENT  AUDITORS. AN AFFIRMATIVE VOTE OF A
SIMPLE  MAJORITY  OF THE SHARES AT THE  MEETING AT WHICH A QUORUM IS PRESENT AND
VOTING IS NECESSARY TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS.


                             ADDITIONAL INFORMATION
                               INVESTMENT ADVISER

     BlackRock was formed in 1988 to provide  investment  advisory  services for
individual and institutional investors. In February 1995, BlackRock was acquired
by PNC Bank, N.A. and became a wholly owned  subsidiary of PNC Asset  Management
Group. In early 1998, the five investment management firms that comprise the PNC
Asset  Management Group will  consolidate  under BlackRock,  resulting in a $100
billon  money  management  firm  offering  established  investment  expertise in
domestic and international  equity, global fixed income, cash management as well
as risk  management  technology.  The integrated  BlackRock will be among the 25
largest money management firms in the country.

     The executive officers of the Adviser are:


         NAME                        POSITION
         ----                        --------
         Laurence D. Fink            Chairman and Chief Executive Officer
         Ralph L. Schlosstein        President
         Robert S. Kapito            Vice Chairman
         Henry Gabbay                Chief Operating Officer

Messrs. Fink and Schlosstein are officers and Directors, and Messrs. Gabbay and
Kapito are officers of the Trusts.


                                       14





                              FINANCIAL STATEMENTS

     Each Trust will furnish, without charge, a copy of such Trust's most recent
Annual  Report and the most  recent  Semi-Annual  Report  succeeding  the Annual
Report,  if any,  to any  stockholder  upon  request,  provided  such  Annual or
Semi-Annual  Report is not enclosed  herein.  Requests should be directed to 345
Park Avenue, New York, New York 10154 (telephone number (800) 227-7BFM(7236)).


                       DEADLINE FOR STOCKHOLDER PROPOSALS

     Stockholder  proposals  intended to be presented at the 1999 Annual Meeting
of the  Stockholders  of each of the Trusts must be received by November 6, 1998
to be included  in the proxy  statement  and the form of proxy  relating to that
meeting as the Trust expects that the 1999 Annual Meeting will be held in May of
1999.


                                 OTHER MATTERS

     The management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting,  it is the  intention  of the persons  named in the enclosed
form of proxy to vote such  proxy in  accordance  with  their  judgment  on such
matters.

     All proxies  received will be voted in favor of all the  proposals,  unless
otherwise directed therein.


                                        Very truly yours,


                                        LAURENCE D. FINK
                                        Chairman and Chief Executive Officer


                                        RALPH L. SCHLOSSTEIN
                                        President

March 31, 1998


                                       15




                                      PROXY

                                 THE BLACKROCK
                   NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
                                  COMMON STOCK

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The  undersigned  hereby  appoints  Karen H. Sabath,  Robert S. Kapito and Henry
Gabbay as  proxies,  each with the power to appoint his or her  substitute,  and
hereby  authorizes  them to represent  and to vote, as designated on the reverse
side hereof,  all the shares of common  stock of The  BlackRock  North  American
Government  Income Trust Inc. (the "Trust") held of record by the undersigned on
February 27, 1998 at the Annual Meeting of  Stockholders of the Trust to be held
on May 6, 1998 or at any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  STOCKHOLDER.  IF NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.

- --------------------------------------------------------------------------------
                    PLEASE MARK BOXES IN BLUE OR BLACK INK.
                  SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
                    USING THE ENCLOSED POSTAGE PAID ENVELOPE.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                    DO YOU HAVE ANY COMMENTS?

- -----------------------------------          -----------------------------------

- -----------------------------------          -----------------------------------

- -----------------------------------          -----------------------------------



/X/  PLEASE MARK VOTES
     AS IN THIS EXAMPLE

================================================================================
                                 THE BLACKROCK
                   NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
================================================================================
                                  COMMON STOCK


RECORD DATE SHARES:



                                                       -------------------------
Please be sure to sign and date this Proxy.             Date
                                                       -------------------------



- -------------Stockholder sign here-------------Co-owner sign here---------------

DETACH CARD



1. Election of Directors

ANDREW F. BRIMMER
KENT DIXON
LAURENCE D. FINK
                                  FOR ALL NOMINEES    WITHHOLD    FOR ALL EXCEPT
                                        / /              / /           / /


Instruction:  To withhold authority to vote "For" any individual  nominee,  mark
the "For All Except" box and strike a line  through  the  nominee's  name in the
list above.




2. To  consider  and act  upon
   the   ratification  of  the
   selection   of  Deloitte  &
   Touche LLP as  auditors  of
   the Trust  for the  Trust's
   fiscal year ending  October
   31, 1998.
                                      FOR              AGAINST        ABSTAIN
                                      / /                / /            / /




3. To   transact   such  other
   business  as  may  properly
   come  before the meeting or
   any adjournments thereof.
                                      FOR              AGAINST        ABSTAIN
                                      / /                / /            / /




   Mark  box  at  right  if  an  address
   change or  comment  has been noted on
   the reverse side of this card.              / /

DETACH CARD                                                         DETACH CARD