FILED BY BLACKROCK, INC.
                           PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
                                        AND DEEMED FILED PURSUANT TO RULE 14a-12
                                       UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                            SUBJECT COMPANY: NEW BLACKROCK, INC.
                                                  COMMISSION FILE NO. 333-134916





                                    BLACKROCK

            2nd Quarter 2006 Earnings Teleconference Call Transcript

                                  July 18, 2006





Before listening to the replay of the BlackRock Incorporated Second Quarter 2006
Earnings teleconference call, please listen to the following brief remarks
relating to BlackRock's proposed merger with Merrill Lynch Investment Managers.

BlackRock has filed with the Securities & Exchange Commission, a registration
statement on Form S4 which contains a proxy statement prospectus in connection
with a proposed transaction.

The proxy statement prospectus will be mailed to the stockholders of BlackRock.
Stockholders of BlackRock are advised to read the proxy statement prospectus
when it becomes available because it will contain important information.

Such proxy statement prospectus when available and other relevant documents may
also be obtained free of charge on the Securities & Exchange Commission's Web
site, http://www.sec.gov or by contacting our secretary, BlackRock Incorporated,
40 E 52nd Street, New York, New York 10022.

BlackRock and certain persons may be deemed to be participants in the
solicitation of proxies relating to the proposed transactions. The participants
in such solicitation may include BlackRock's executive officers and directors.
Further information regarding persons who may be deemed participants is
available in the proxy statement/prospectus filed with the Securities and
Exchange Commission in connection with the transactions.





Operator:             Good morning. My name is (Judy) and I will be your
                      conference facilitator today. At this time I would like to
                      welcome everyone to the BlackRock, Incorporated Second
                      Quarter 2006 Earnings teleconference.

                      Our host for today's call will be Chairman and Chief
                      Executive Officer Laurence D. Fink, Chief Financial
                      Officer Steven E. Buller and General Counsel Robert P.
                      Connelly.

                      All lines have been placed on mute to prevent any
                      background noise.

                      After the speaker's remarks, there will be a question and
                      answer period. If you would like to ask a question during
                      this time simply press star then the number 1 on your
                      telephone keypad. If you would like to withdraw your
                      question press star then the number 2 on your telephone
                      keypad. Thank you.

                      Mr. Connelly, you may begin your conference.

Woman:                In a few moments, don't say anything.

Robert P. Connelly:   Good morning. This is (Bob) Connelly. I'm General Counsel
                      of BlackRock. In addition to (Larry) and Steve this
                      morning we're joined by Ralph Schlosstein, our President,
                      (Sue) Wagner, our Chief Operating Officer and Paul Audet
                      the head of our liquidity business.

                      Before (Larry) and Steve make their remarks I want to
                      point out that during the course of this conference call
                      we may make a number of forward-looking statements. We
                      call to your attention the fact that BlackRock's actual
                      results may differ from these statements.

                      As you know, BlackRock has filed with the SEC reports
                      which list some of the factors which may cause our results
                      to differ materially from any of these statements.

                      Finally BlackRock assumes no duty to and does not
                      undertake to update any of these forward-looking
                      statements.

                      And with that I'll turn it over to Steve Buller.

Steven Buller:        Good morning. Thank you, (Bob). Well we had another
                      quarter of strong performers, notwithstanding some very
                      challenging market conditions, and (Larry) will provide
                      some perspective on that in a little bit.

                      We know some analysts like to follow our core-adjusted
                      earnings. We had 12 cents per share of second quarter
                      integration expense which when added to our long-term
                      incentive plan expenses funded by PNC at about 12 cents a
                      share resulted in an adjusted EPS of $1.19, compared to 91
                      cents for the prior year.

                      The organic growth was hampered by a few large fixed
                      income outflows, but these assets were largely replaced by
                      better quality assets with higher face point rates which
                      yielded a net increase in separate account base fees.

                      This is the third consecutive quarter of strong
                      performers' fees. Certainly the prior two have set high
                      bars. As you may recall we had $87 million in performers'
                      fees in the fourth quarter of 2005, $113 million rather in
                      first quarter of 2006 and then $67 million in the second
                      quarter of 2006.

                      So the first quarter performers' included a fee earned
                      over multiple years, against which we made a $34 million
                      acquisition-related payment for (State Street Research).
                      When this payment is considered it results in a more -
                      pretty consistent contribution by the performers' fees
                      over the last three quarters.

                      Margins have remained relatively consistent when adjusted
                      for that performers' fee. If all of the first quarter
                      multiyear performers' fees and the related expenses are
                      removed our operating margin was 36.6% in the first
                      quarter compared to 36.1% in the second quarter on an
                      adjusted basis. So our operating margins or adjusted
                      margins generally fluctuate between 35% and 38%, depending
                      upon performers' fees and market conditions.

                      Given the magnitude of the Merrill Lynch investment
                      management transaction, we have elected to present some
                      broad guidance for 2007 which really reflects our very
                      positive outlook. We forecast diluted earnings per share
                      of $6.45 to $7.05 which does include a number of
                      estimates, including about $110 million amortization for
                      intangible assets, a new long-term incentive plan program,
                      performers' fees and taxes and all of these of course are
                      subject to some adjustment.

                      Our guidance also reflects $70 million in midpoint
                      synergies that we referred to in our February investor
                      presentation that we do expect to achieve throughout 2007.

                      We intend to roll out a new (Ltek) program with the awards
                      in the fall of 2006 and early 2007. As you may recall PNC
                      is funding a portion of the program with shares that are
                      left over from the prior (Ltek) program. The excess will
                      be available to fund the (Ltek 2) which is expected right
                      now to cover a five-year period. So taken together with
                      the cost-sharing arrangement with Merrill Lynch it should
                      substantially reduce the cost of the retention programs
                      we're putting in place.

                      We provided a range of performers' fees for you in the
                      guidance. BlackRock and MLIM both sponsor alternative
                      products so with their addition our product line should
                      continue to broaden significantly.

                      However given the asset based business of MLIM we expect
                      that performers' fees will decline as a percent of total
                      pro forma combined revenues in 2007 but still be a very
                      strong contributor.

                      As the ratio of performers' fees to total revenue declines
                      post-October 1, our compensation to revenue ratio
                      including the new (Ltek) program also should decline. In
                      the third quarter we will be staffing up for the
                      combination and making additional expenditures to put
                      everybody on a common global platform. So you can
                      certainly expect the Q3 MLIM integration costs will be
                      more than the Q2 obviously.

                      We will continue to invest in technology and
                      infrastructure and brand throughout the fourth quarter and
                      throughout 2007 to support our global business which is
                      reflected in the estimates you saw in the release.

                      Some of these items will be expensed and some capitalized
                      and amortized over future periods, so we will disclose the
                      amounts incurred each period but want to make the
                      requisite investment up front to build the infrastructure
                      that we need to accommodate our international growth. So
                      (Larry) will provide some additional comments on our
                      integration efforts. But, you know, in summary, a very
                      solid quarter while laying the foundation for our new
                      BlackRock.

                      So, (Larry).

Laurence Fink:        Thanks, Steve. Let me just start off and I would like to
                      thank all of the employees at BlackRock and MLIM in terms
                      of working very well together in terms of our integration
                      and I'll get into that in a lot more detail. But let me
                      start off and say I would qualify the second quarter as
                      business as usual for our existing clients. Now that's an
                      important statement.

                      As we work towards our integration which has taken an
                      enormous amount of time, a lot of effort, we experienced
                      in the first six months great fixed income performance for
                      our clients, very good equity performance, and with that
                      we're beginning in a very strong manner to change some
                      skepticism of the merger because I've historically said
                      mergers don't work and we had to describe why this one
                      will work, to change skepticism and uncertainty into a
                      point that our clients are now starting to realize the
                      merits of the transaction and importantly are very aware
                      that we're keeping our eyes on the ball, we're protecting
                      our clients. We're building greater client relationships.
                      And over the course of the latter part of the second
                      quarter we began seeing a very increased and robust
                      pipeline of new RFPs. So at the beginning and we did
                      budget a lot of this that we thought, you know, we were
                      going to see some pause with many clients and consultants.

                      We had numerous meetings which we still do today -- I
                      don't want to say these meetings don't exist anymore -
                      with our clients and discussing the merits of this
                      transaction and why this transaction is good for them.
                      They understood why it may be good for our shareholders or
                      it may good for our employees but, you know, clients want
                      to know what does it mean for them and how do we ensure to
                      them that we are doing our job on behalf of them to the
                      highest level of fiduciary standards that we can.

                      And I think now sitting here on the 18th of July, you
                      know, more and more of our clients are realizing that just
                      like our integration with (State Street Research) and the
                      successful integration of that platform into BlackRock,
                      you know, at the five month point in time since we signed
                      our contract which was February 15, you know, we've come a
                      long ways in terms of proving to our client base, our
                      consultants, our near clients, our potentially new clients
                      that business is as usual.

                      Our fiduciary standards have not deviated. Our job in
                      trying to produce alpha has in many cases exceeded the
                      expectations of our clients and in most cases met their
                      expectations and very very few instances that we have
                      underrepresented our abilities to our clients. So that is
                      probably the most important characteristic of the quarter
                      in terms of forward momentum.

                      Let me go over some of the issues related to asset growth
                      and the lack of asset growth in the second quarter. As
                      Steve mentioned and our press release said we had $4.8
                      billion of outflows with a few very large-scale clients.
                      One of them was an asset reallocation into a different
                      product.

                      Another client, one of our largest clients just determined
                      that we had a too large of their portfolio and their Board
                      determined there were some concentration issues. And so
                      therefore they reallocated away from BlackRock. This has
                      happened in the past. There are other quarters where we've
                      seen instances of that and so this is unusual but not
                      totally unusual. But in terms of flows, we continue to see
                      exceptional opportunity in flows internationally.

                      We had $1.2 billion of wins in the second quarter, which
                      is a little lower than it was. And I think some of the
                      second quarter represented, I think, surprise in the
                      marketplace with the Fed facts of rates and the Fed fact
                      of equities. And we saw, you know, a - somewhat of a
                      capitulation on a global basis of clients saying what
                      should I do. And I'm not forecasting that the market is
                      going to be bright and happy going forward between now and
                      the year-end but I do believe clients are now
                      recalibrating their views of the world that they are now
                      forecasting probably greater volatility in both debt and
                      equity markets.

                      And we're starting to see a turnaround in terms of
                      momentum of RFPs and interests on a global basis. But - so
                      as I think it's a combination of just a recalibration from
                      our clients in terms of market conditions and then we have
                      these few changes of strategy and concentration issues
                      that really set the tone for the second quarter.

                      And then third, you know, a pause at the beginning of the
                      quarter due to the MLIM transaction and the uncertainty.
                      So I'm not here to tell you that we're going to - we
                      solved all our clients' issues yet. We still have
                      essentially 2-1/2 months left to closure and our clients
                      are going to be anxious to see that we continue to act as
                      a fiduciary first and making sure that we're looking out
                      for their interest on top of all the issues related to
                      integration.

                      Some of the highlights of the second quarter was
                      liquidity. I think it's important to note, you know, we
                      built up our liquidity platform. We expected to see asset
                      growth and we have seen asset growth.

                      Our average assets in the second quarter went from an
                      average of about $77 billion of average assets to about
                      $87 billion of average assets, a significant increase.
                      This is one coupled with obviously large corporate cash
                      holdings so I don't think it's just all BlackRock's gains.
                      The industry has gained more assets because of larger cash
                      holdings by corporations.

                      And we will see that fall if we continue to see very large
                      M&A activity, so I don't want to say this is a - we should
                      look at this as a permanent feature in the liquidity
                      market. On the other hand I do believe we see more and
                      more clients are comfortable earning 5ish percent, 5 plus
                      percent in their cash with all of the global uncertainty,
                      so you have - so we're a beneficiary of the liquidity
                      assets.

                      Equities we're starting to see a real turn around. As you
                      know from (State Street) we had some real outflows from
                      (Aurora). We had other outflows as we try to consolidate
                      the equity platform from (State Street). We had $877
                      million of net inflows which offset, excuse me, $733
                      million of net inflows which offset market performance in
                      equities. And we still continue to see very large momentum
                      in terms of the RFPs.

                      And then solutions, we had a real milestone in the second
                      quarter and we did note that. We now have 100 ongoing
                      clients in the solution platform. We have never seen a
                      stronger pipeline. We are working on one or two extremely
                      large and extremely visible mandates that we believe we
                      are going to hear some time in the latter part of the
                      third quarter that we, you know, that could be really
                      transformational in terms of solutions and our momentum
                      going into '07. This on top of the tremendous tremendous
                      work our technology group needs to do in the MLIM
                      integration which I'll talk about.

                      And then in alternatives, more and more clients are and
                      this is not unusual information, but more and more clients
                      are looking to add more and more alternatives to their
                      business mix. More and more clients are widening their
                      alternative business mix to as much as 20% of their asset
                      base, in some cases even as much as 30%. Having a $27
                      billion platform even combined with MLIM about a $40 odd
                      billion alternative platform, I would say to all of us
                      it's just too small. We need to get larger in this as our
                      clients are looking for us to provide them with products.
                      This is in real estate. This is in equity products, and
                      this is in fixed income products and its going to be an
                      (Alpha Transport) product which we are going to really
                      build out over the next few years.

                      So overall business is strong, business performance was
                      very strong, very gratifying and obviously some unusual
                      circumstances for what I would call only modest asset
                      growth certainly below trend line but with our pipeline
                      that we mentioned in terms of our business going forward
                      of over $12 billion (a wins) of that funded and non-funded
                      into the third quarter. You know, we're starting to see a
                      more robust pipeline and now we're involved with over 500
                      (RFP)s.

                      Let me go over integration issues. Steve discussed some of
                      them. I know this is a big issue on a lot of our clients
                      minds certainly a lot of our employees minds.

                      We have come a long ways in terms of integration. We are
                      on schedule in some categories we're ahead of schedule. We
                      have determined basically across all the business
                      platforms the employees who will be on board and the
                      employees who will not be board.

                      We have identified all our teams in portfolio management
                      and equities, alternatives, and fixed income. Our teams
                      are talking together already, they're working together as
                      best as we can until we actually close so we are
                      communicating.

                      We are aggressively working towards the integration of our
                      technology platform. As you BlackRock Solutions makes a
                      business of technology integration in investment firms.

                      As you know as we discussed this in many earnings
                      announcements that integration platforms take as much as
                      two years to complete. Well this is one of the biggest
                      integrations that our solutions platform needs to do and
                      we are among the meanest clients of theirs and therefore
                      we have higher expectations.

                      And I would say very clearly we are right on track. It is
                      our hope that 100% and it may only be 95% of our fixed
                      income platform will be fully integrated at or around
                      closing.

                      It is hoped by year end most of our domestic equity
                      platform will be integrated and it will take a good, you
                      know, a good part of '07 to get the entire firm fully
                      integrated and that's very - that's actually a more
                      truncated or concentrated time frame that we would do for
                      any one of our clients.

                      So as I said earlier the solutions team is witnessing some
                      enormous growth opportunities and a couple of very large
                      mandates on top of integrating BlackRock into one unified
                      platform.

                      And this is going to be a very important component for us
                      because I do believe one of the transformational
                      differences between BlackRock and many of our peers is
                      being integrated into one investment platform, one
                      information platform.

                      It is through this technology platform that we will be
                      able to create this one shared culture, this one shared
                      platform so we can communicate from Taiwan to London,
                      London to New York, New York to Floren Park and on and on
                      and on to our different platforms so we could have a
                      better investment process and we can have better
                      information for our overall clients.

                      Having this shared platform is vital for BlackRock and is
                      vital for how we deal with our clients and I believe we
                      will achieve those objectives. We are very excited about
                      our new team and new partners, more excited today than we
                      were five months ago when we signed the contract.

                      We believe we have more opportunities with the new
                      BlackRock than we've ever believed we could five months
                      ago and a point of reference the two firms now has over a
                      trillion 46 billion dollars in assets. I'm going to have
                      to start learning to use the trillion word instead of the
                      billion word.

                      The combined organizations in the first six months raised
                      close to $55 billion in net new assets. The new BlackRock
                      will be just as strong on a global retail platform as it
                      is in a global institutional platform.

                      I'm very pleased to say that our new partners in Europe
                      are one of the top three retail platforms in all of
                      continental Europe and the UK and they've exhibited huge
                      market share gains in the first six months this year.

                      Having the opportunity to have the BlackRock products are
                      our platform in Europe will only enhance our platform in
                      Europe. Having the strong relationship between what
                      BlackRock brings and what (MLIM) brings into our
                      relationship with Merrill Lynch and its global private
                      client group is going to be very powerful.

                      In addition, because of our strength with third party
                      distributors, being UBS and Morgan Stanley and Citi and
                      Wachovia and A.G. Edwards and on and on and on, I believe
                      we'll have great opportunities to branch out and build out
                      the BlackRock platform.

                      We are working right now with many outside consultants.
                      This is some of the expenses in the second quarter and
                      we'll have them the third quarter in helping us roll out a
                      whole new platform starting in October.

                      We expect to be launching a very significant global ad
                      campaign on the merits of the new BlackRock and the
                      opportunities we have to really build out the franchise
                      name domestically the entire platform and it will be under
                      the BlackRock name.

                      And internationally on the retail side we will be using
                      the BlackRock Merrill Lynch Investment Management name for
                      a period of time until we believe we could wean off the
                      (MLIM) name in continental Europe and that's principally
                      on the retail side because of its strength as I suggested
                      being one of the top three mutual funds providers.

                      We expect going forward that we will have a operating
                      committees, management committee, managing director
                      committees as having be unified with our teams.

                      We've come a long way in terms of building out and working
                      on towards these integrations of people, of culture, of
                      products, and I feel very strongly that we have what it
                      takes to be a world class investment firm in the future.

                      So overall we're on track, some areas we're further along
                      than we expected to be. Our synergies are on track that we
                      suggested when we announced the transaction.

                      Our cost take outs are as expected. We're on track and
                      we're extremely excited about the revenue and growth
                      opportunities together not just in the retail side but
                      institutionally on a global basis. Not just in the fixed
                      income side but on equity side also.

                      We'll be a much more balanced organization with products
                      across all different categories. We need to continue to
                      fill out some of our product mix as I suggested in
                      alternatives, but I believe we have what it takes to make
                      it work.

                      And last I would just want to say again we would not be
                      where we are today if it wasn't for the fine work from all
                      the team leaders at MLIM with (Bob Dahl) and (Robby
                      Fairburn) at BlackRock with (Ralph Salestein) and (Sue)
                      Wagner and (Rob Capeto) really.

                      And then with our finance team, our HR team, and then all
                      the business leaders in terms of getting our client
                      service team unified, getting our portfolio management
                      teams in both equities and fixed income together and OPS
                      and Admin, Legal, all the business units are working very
                      well together.

                      And the excitement that I see that our management team
                      sees is pretty convincing that, you know, we're going to
                      have a lot of momentum into '07. With that let me open it
                      up for questions.

Operator:             At this time I would like to remind everyone in order to
                      ask a question please press star then the number 1 on your
                      telephone keypad. We will pause for just a moment to
                      compile the Q and A roster.

                      Once again that is star 1 to ask a question. Your first
                      question comes from the line of Chris Spahr with
                      Prudential.

Laurence Fink:        Hey Chris.

Chris Spahr:          Good morning. I just want to confirm the closing date for
                      the merger. It looks like you're saying October 1?

Laurence Fink:        Well October 1 is a Sunday so yeah...

Chris Spahr:          Okay...

Laurence Fink:        We believe we're going to close October 2.

Chris Spahr:          Okay and then the timing of the cost savings it looks like
                      you increased that number at least for the first year then
                      you kind of say its in 2007. Should we see any cost
                      savings in the fourth quarter this year or is it pretty
                      much going to be a 2007 story.

Steven Buller:        This is Steve you will see cost savings in 2007 a large or
                      at fourth quarter. A large portion of the synergies we
                      have right now are related to head count and those have
                      been realized and through today in fact and will be
                      realized as of closing.

                      As I mentioned before we're going to have some other
                      non-recurring cost that will be with respect to
                      integration expenses that will be occurring in third
                      quarter, fourth quarter and throughout 2007 that, you
                      know, (Larry) also referred to.

                      Some of those are capitalizable for technology others are
                      just pure consulting and other expenses.

Laurence Fink:        But we will have synergies...

Steven Buller:        But the synergies stand alone and you will have that run
                      rate of $70 to $85 million you referred to. In the
                      beginning I think probably pretty much all on October 1.

Laurence Fink:        And a lot of synergy Chris will occur as we integrate all
                      our technology platform and that'll occur throughout '07.

Chris Spahr:          And I guess since it's changed a little bit these
                      synergies are coming a little sooner than maybe you
                      initially talked about a few months ago. Should we also be
                      thinking that maybe the total expense synergies might be
                      higher than the $140 million?

Laurence Fink:        You know, I think it'd probably in the 140 range still to
                      be honest. You know, when we had our investor presentation
                      on February 15 we were doing a, you know, a broad based
                      estimate at that point in time and I think that's kind of
                      mid point because we didn't know when they would begin but
                      we actually have achieved, I think, that first level at an
                      earlier stage than we thought we would have. But I think
                      140 probably is a reasonable expectation for the next
                      phase.

Chris Spahr:          Okay. And then finally regarding the time period for
                      (LTIP) program the new one I guess that will start I guess
                      I'm assuming that will be starting next year not the
                      fourth quarter?

Laurence Fink:        Yes.

Chris Spahr:          And that is - did you say that wouldn't be for five years
                      or?

Laurence Fink:        Our expectation is that will be for a five year period.

Chris Spahr:          Okay all right thank you very much.

Laurence Fink:        Yes.

Operator:             Your next question comes from the line of Marc Irizarry
                      with Goldman Sachs.

Marc Irizarry:        Oh great thanks.

Laurence Fink:        Hi Marc.

Marc Irizarry:        How are you guys?

Laurence Fink:        Good.

Marc Irizarry:        I guess, you know, my first question is on the expected
                      revenue synergy. I mean you talk a lot about the cost
                      side, but (Larry) maybe you can give a little color in
                      terms of the, you know, the revenue synergies as you see
                      them now relative to, you know, what they were at the on
                      set of the deal and I know you haven't given specifics but
                      maybe just some color there.

Laurence Fink:        Well, you know, I think its - the opportunities we have in
                      integrating the BlackRock product mix into the MLIM Mutual
                      Fund Platform in Europe and plus, you know, to the extent
                      that we knew about what the MLIM platform was in Europe
                      and five months ago we know it even better today.

                      It is a really strong platform in Europe to help us really
                      expand our products and our distribution channels. It is
                      one of the key platforms in all of Europe. We spent a
                      great deal of time as I suggested working with the other
                      Wall Street organizations and distribution organizations
                      in terms of rolling out the new BlackRock product mix.

                      So on the retail side both globally and domestically we
                      have huge opportunities for growth. Institutionally we've
                      already, because of the strength of the relationship of
                      BlackRock in one Middle East account, we were able to
                      actually bring in new business into a (MLIM) product.

                      So we're starting to actually cross-sell and emphasize all
                      the products we have institutionally on a global basis. So
                      we have huge opportunities on a retail side together and
                      then on the other side having the (MLIM) products to start
                      selling through our institutional channels on a global
                      basis really excites us and excites our client team to
                      really start promoting more products.

                      The other area that we have and, you know, I can't say
                      enough the opportunities we have in all alternatives in
                      one area like real estate, you know, we've had since our
                      acquisition of our real estate platform from State Street
                      which at that time was about $6 billion combined real
                      estate equity platform is closer to ($13 billion) today
                      and, you know, I see that continue to grow and growing at
                      a very rapid pace.

                      So we have just, you know, we're very excited about all
                      these growth opportunities, and I think, you know, even in
                      the first six months the $50 odd billion in growth
                      combined exhibits the potential that we have together.

Marc Irizarry:        Got you. And as far as concentration issues and capacity
                      issues?

Laurence Fink:        Yeah we'll have that. I mean, you know, we always budgeted
                      that, you know, we're going to have some capacity, we're
                      going to have concentration issues with some clients and,
                      you know, they're going to have to reallocate from
                      BlackRock or (MLIM) or the new BlackRock and, you know,
                      that's just a course of business and, you know, our - but,
                      you know, our hope is with the majority of clients we
                      don't have concentration issues and we're going to be able
                      to expand our product mix to our various clients.

Marc Irizarry:        Got you. And then Steve if we just look at the G&A line
                      item and if you take out the $12.5 million in you know in
                      MLIM related costs you still you know you de-leverage
                      G&A, you know when should you expect to leverage your G&A
                      you know, is it in the middle of '07? Is it in the back
                      half of '07 or are those costs you know consulting, etc.?
                      Are those expected to you know just remain with you
                      throughout the entire year or should you expect to see
                      some leverage generated there? Thanks.

Steven Buller:        I think you're going to see as I said before, very strong
                      G&A integration costs in the third quarter tailing down
                      the fourth quarter and then a smaller proportion
                      throughout 2007 trailing down. By the end of 2007 they
                      should be pretty much I would think pretty much gone.

Marc Irizarry:        So you should, you should generate some operating leverage
                      there in the back half of '07?

Steven Buller:        We should.

Marc Irizarry:        Yes.

Steven Buller:        Don't forget we have a lot of technology that's still
                      going to have to be you know put in place in the first
                      part of 2007 but then we'll see some significant leverage
                      in G&A and in technology.

Marc Irizarry:        Okay, great. Thanks.

Operator:             Your next question comes from the line of Bill Katz with
                      Buckingham Research Group.

Laurence Fink:        Hi Bill.

Bill Katz:            Hi guys. Thanks very much. A couple of questions - just
                      going back to the guidance for next year, just trying to
                      understand the range of expectations on performance fees.
                      They seem to be pretty wide if you will.

Laurence Fink:        Yeah.

Bill Katz:            And if you take what you said earlier Steve in terms of
                      sort of what you normalized run rates are you're still
                      hovering around a $70 million per quarter number which is
                      280 annualized. And I know it's difficult to annualize
                      performance fees but it does seem like even run rate
                      numbers, your guidance is far lower than what you're sort
                      of running at right now. Is there something we should be
                      should be thinking about that would result in a down step,
                      particularly given MLIM has a pretty broad platform as
                      well?

Laurence Fink:        Bill, I'm going to let Paul and Steve talk about that, but
                      let me just say overall you know as you said it yourself,
                      performance fees are hard, very hard to estimate and just
                      like we historically have since we've gone public we try
                      to be as conservative as possible without, you know, but
                      we, obviously we have to set some targets and so you're
                      right. I mean our running rate this year with MLIM and
                      BlackRock is much higher. They were extraordinary
                      performance fees because of extraordinary performance and
                      it would be wrong of us to even assume that, you know,
                      that every year we could do that.

Man:                  Yeah, I would also add Bill just so you know when we were
                      kind of looking at the forecast, you have two big factors
                      hitting us this year that if we try to sit here and say
                      that they were going to recur every year I think would be
                      very, very speculative. One, you had a $100 million plus
                      real estate performance fee that was coming from an eight
                      year contract that certainly, that was eight years of
                      performance that delivered that $100 million. It wasn't an
                      annual number.

                      And then second, we have just seen a tremendous amount of
                      return in the energy sectors that which you've seen over
                      the last couple of periods. To say that you would
                      automatically carry that forward on a forward forecast
                      basis would also be just a little bit too high. So what
                      we've tried to do is say well take away a run time real
                      estate piece that covered eight years, look at energy at a
                      little bit more of a reasonable basis and then look at the
                      core business and say what kind of range are we looking
                      at? And that's what you really have.

Steven Buller:        Bill when you look at performance fees over the longer
                      period of time too I mean we right now, we're at about
                      $184 million in year to date performance fees compared to
                      $168 million for all of last year. So you know we
                      obviously are running ahead of you know kind of a
                      normalized level. But to put it in perspective I mean you
                      know our goal had been, our commitment had been to develop
                      a broad based platform of alternative products to
                      complement you know the bottom line.

                      When you compare back to 2004 we were at $41 million in
                      contribution in all of 2004 so the strategy has worked
                      very well, but it does provide for you know a broad range
                      of variability and that's why we chose to choose you know
                      a range here of possible performance fees.

Bill Katz:            Okay, second question is on flow. I was just wondering if
                      you could give a little bit more detail on the new
                      business in terms of maybe (Larry's), when I read the $4
                      billion of outflows I still got a little worried about
                      rotation risk more broadly so I wondered if you could
                      answer that question and then a little more detail of
                      where the $12-1/2 billion is away from the cash
                      management.

Laurence Fink:        Well I don't think the $4.8 billion of outflows was, is
                      any indication of forward momentum. A good part of the $12
                      billion you mentioned, some of it's cash management, a
                      good part of it is in a very high yielding, high fee
                      paying products we won since quarter end three, high yield
                      mandates. We won a number of very strong equity mandates
                      and some large good paying fee fixed income products.

                      So you know so we're seeing, we're seeing, you know,
                      rotation, actually from some many core types of fixed
                      income products into the more absolute value types of
                      products, as I said more of the high yield products, more
                      different types of equity products and then, we're
                      continuing to see more business growth in our alternative
                      space.

                      So you add those together plus with just our, the growth
                      of global assets you know business is picking up nicely
                      Bill.

Bill Katz:            Okay, I just have a final question, actually two final
                      questions, if that's possible. The (L Tip) step up I guess
                      was about 25 cents round numbers this year going to 35 to
                      45 cents. Is the step up just due to the fact that the
                      organization is larger or are you having to pay out higher
                      incentives to keep your management team in tact due to
                      potential recruitment issues?

Laurence Fink:        Mostly it's larger. And it's, you know, we have not even
                      discussed this with our employee base yet. That's going to
                      be rolling out in the next few weeks. But it's broad based
                      and many more employees and without getting into details
                      yet because we have not discussed this with our employees
                      yet, it's as Steve suggested, it's a five year plan again.
                      Predominantly funded by Merrill Lynch and PNC.

Man:                  We had a as you'll recall Bill a 4,000 - 4 million shares
                      that were given to us in the first plan and the large
                      portion of that is being carried over to the second plan.

Man:                  But we won't know that until year end.

Man:                  And being used to partially fund that obligation.

Bill Katz:            Right.

Man:                  Bill don't overlook one piece of that too which we tried
                      to say in the, our guidance. When we did our original
                      transaction expectation we were looking for a lot more up
                      front one time retention based payment that we were
                      looking at in the MLIM side. What we've actually been able
                      to do is put together some very long term arrangements
                      with MLIM. It has the implication of taking a one time
                      charge away and extending expense out into the future and
                      I recognize some people saw that but I actually think a
                      much more positive end result for the business because
                      what we really do is we have a lot of people in MLIM that
                      we're very confident is going to stay as part of the
                      business.

Bill Katz:            Okay, and then final question, I know I asked this last
                      quarter and I know you had another 90 days to study this.
                      You know so if your range is right your free cash flow is
                      going to be something in the ballpark of about a billion
                      dollars a year so you recognize stepped up advertising and
                      build that new product. But are there any other uses for
                      free cash flow at this point in time beyond just sort of
                      reinvestment in the business?

Man:                  At the moment that's what we're, we're focusing on. Your
                      point is well taken. We are aware of that issue and we're
                      focusing on integration at this moment and making sure
                      it's done and making sure that we do have that free cash
                      flow or hopefully more. And but that is something that
                      will be on our minds probably in the fourth quarter.

                      You know, we have not discussed what we are going to do
                      with our board. I think I suggested you know the board
                      will always look at dividend policy, the board will look
                      at all the different issues surrounding what the needs of
                      the company. I did also suggest, you know I do believe
                      there will be M&A opportunities on the investment
                      technology side.

                      You know we're always interested in the really continue to
                      build out the solution platform and so, you know, so
                      that's what we're going to be looking at and we will
                      continue to look at it.

Bill Katz:            Okay, thank you.

Operator:             Once again ladies and gentlemen if you would like to ask a
                      question please press star then the number 1 on your
                      telephone keypad. We will pause again to compile the Q&A
                      roster. Again that is star 1 if you would like to ask a
                      question at this time. Your next question is a follow up
                      from the line of Chris Spahr with Prudential.

Chris Spahr:          Hi guys, one quick question. What is the amount of AUMs to
                      non-US clients at quarter end?

Man:                  I'm sorry what was the question again?

Chris Spahr:          What is the, you gave the amount of flows but what is
                      non-US client AUM at quarter end?

Man:                  $114 billion in non-US clients.

Chris Spahr:          Thank you.

Man:                  I think that's it. Thank you very much. Everybody have a
                      very good quarter. I'm sorry, Operator is there another
                      call?

Operator:             I believe so. Just one moment sir. We have a follow up
                      question from Bill Katz from (Buckingham Research).

Bill Katz:            I'll take advantage of the lack of interest (Larry). Just
                      (unintelligible) one more line item. You know MLIM
                      just published out a 38% pre-tax margin in the quarter.
                      Your margin was about 36% so the (unintelligible) line is
                      slightly above industry average. Is $70 million to $85
                      million of cost saves too high? Are you eating into the
                      bone or the muscle of the company in any way? Or is this
                      just a function of duplicate practices?

Man:                  Yeah. A lot of it is, keep in mind a lot of it will be in
                      the integration, the technology platform. I mean there are
                      many different operating platforms at MLIM that we're
                      going to be simplifying quite a bit of that once we're
                      fully integrated on the solution platform.

                      So the answer is we don't think so and I think we just, we
                      actually did a pretty good job of budgeting, you know
                      where the, you know where is the opportunities in terms of
                      cost saves and where the opportunity is to build. I can
                      promise you we're just as conscientious about making sure
                      that reinvesting for the future and that is terms of you
                      know the build out of teams in Asia, that is in terms of
                      building our products here and making sure that we have
                      the proper distribution channels open and staffed as we
                      roll out the new firm.

Bill Katz:            Okay, thanks guys.

Operator:             We have a final opportunity for questions at this time.
                      Please press star 1 if you have a question. Your next
                      question comes from Roger Smith with Fox Pitt, Kolten.

Man:                  Hi Roger.

Roger Smith:          Hey, how are you doing? Thanks. I just wanted to go back
                      to the performance fees again and in the quarter there
                      were $70 million and you talked a little bit about energy
                      and I just wanted to know was that primarily what was
                      driving the performance fees this quarter and was it more
                      in the fixed income product or just to try and get a
                      better sense on that?

Man:                  Yeah, the answer is yes. The performance fees in this
                      quarter were primarily driven by energy.

Roger Smith:          Okay, and then in the guidance of the $100 million to $250
                      million, could you give us a split? I know you said
                      Merrill Lynch does have a net alternative platform but
                      where would that split be in that guidance number?

Man:                  Yeah, I don't think we're prepared to give that type of
                      granularity yet but we will probably as we roll out in the
                      fourth quarter help. I can tell you they have you know
                      also energy products and they do have natural resource
                      products. So there are, they have some very strong well
                      received products there. They do have some CDOs and other
                      products like that. They are in real estate. They have a
                      very successful private equity fund of funds product.

                      So there are areas that will be very complimentary to our
                      suite of alternative products and hopefully they're very
                      complimentary in terms of our revenue stream.

Roger Smith:          Great. Thanks very much.

Operator:             At this time there are no further questions. Gentlemen,
                      are there any closing remarks?

Man:                  No, I would just say thank you and once again to all the
                      employees who have worked so many long, extra hours. We
                      apologize for the hard work but I believe for everyone we
                      are building a much better organization. I do believe we
                      have a chance of being a true leader in the investment
                      management business on a global basis and I think we will
                      be differentiated in the future because of this and I do
                      believe we are setting the tone for our organization that
                      is differentiated among our peers.

                      Thank you very much.

Operator:             This concludes today's BlackRock Incorporated second
                      quarter 2006 earnings teleconference. You may now
                      disconnect.


                                       END



FORWARD LOOKING STATEMENTS

This communication, and other statements that BlackRock may make, including
statements about the benefits of the transaction with Merrill Lynch, 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 factors previously disclosed in
BlackRock's Securities and Exchange Commission (SEC) reports and those
identified elsewhere in this communication, the following factors, among others,
could cause actual results to differ materially from forward-looking statements
or historical performance: (1) the ability of BlackRock to complete the
transaction with Merrill Lynch; (2) BlackRock's ability to successfully
integrate the MLIM business with its existing business; (3) the ability of
BlackRock to effectively manage the former MLIM assets along with its historical
assets under management; (4) the relative and absolute investment performance of
BlackRock's investment products, including its separately-managed accounts and
the former MLIM business; and (5) BlackRock's success in maintaining
distribution of its products. BlackRock's Annual Reports on Form 10-K and
BlackRock's subsequent reports filed with the SEC, accessible on the SEC's
website at http://www.sec.gov and on BlackRock's website at
http://www.blackrock.com, discuss these factors in more detail and identify
additional factors that can affect forward-looking statements. The information
contained on our website is not a part of this press release.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transactions, a registration statement of New
BlackRock, Inc. (Registration No. 333-134916), which includes a preliminary
proxy statement of BlackRock, and other materials have been filed with the SEC
and are publicly available. The proxy statement/prospectus will be mailed to the
stockholders of BlackRock. STOCKHOLDERS OF BLACKROCK ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Such proxy statement/prospectus (when available)
and other relevant documents may also be obtained, free of charge, on the
Securities and Exchange Commission's website (http://www.sec.gov) or by
contacting our Secretary, BlackRock, Inc., 40 East 52nd Street, New York, New
York 10022.

PARTICIPANTS IN THE SOLICITATION

BlackRock and certain persons may be deemed to be participants in the
solicitation of proxies relating to the proposed transactions. The participants
in such solicitation may include BlackRock's executive officers and directors.
Further information regarding persons who may be deemed participants is
available in the proxy statement/prospectus filed with the Securities and
Exchange Commission in connection with the transactions.