NEW BLACKROCK, INC.
40 East 52nd Street
New York, NY 10022
August 9, 2006
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Mr. Mark Webb, Mail Stop 4561
Re: New BlackRock, Inc. Registration Statement on Form S-4
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(File No. 333 - 134916)
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Ladies and Gentlemen:
New BlackRock, Inc. (the "Company") hereby requests, pursuant to Rule
461 under the Securities Act of 1933, as amended, acceleration of its
Registration Statement on Form S-4 (File No. 333-134916) such that it will be
declared effective at 5:30 p.m. on Friday, August 11, 2006, or as soon
thereafter as practicable, and hereby acknowledges that:
o should the United States Securities and Exchange Commission (the
"Commission") or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration
Statement;
o the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not
relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and
o the Company may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Very truly yours,
NEW BLACKROCK, INC.
By: /s/ Steven E. Buller
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Steven E. Buller
Managing Director
and Chief Financial Officer