Form 4 Filed by Connolly Robert on May 08, 2008

This form 4 (insider trading filing) was submitted to the Securities and Exchange Commission (SEC) by insider Connolly Robert on May 08, 2008. The CIK number of this insider is 1210400. At the time of this reporting, Connolly Robert is the General Counsel of Blackrock Inc. . See all insider stock transactions reported by Connolly Robert and all stock buys, sales, and option exercises made by insiders at Blackrock Inc. . The stock ticker symbol of Blackrock Inc. is BLK.

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CONNOLLY ROBERT (Last) (First) (Middle) BLACKROCK, INC. 40 EAST 52ND STREET (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BlackRock Inc. [ BLK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 05/06/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		400	D	$218.49	52,002.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		1,400	D	$218.5	50,602.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		300	D	$218.51	50,302.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		300	D	$218.52	50,002.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		200	D	$218.53	49,802.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		300	D	$218.54	49,502.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		111	D	$218.57	49,391.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		300	D	$218.64	49,091.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		900	D	$218.66	48,191.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		100	D	$218.67	48,091.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		1,100	D	$218.69	46,991.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		600	D	$218.7	46,391.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		100	D	$218.78	46,291.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		200	D	$218.8	46,091.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		500	D	$218.83	45,591.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		1,000	D	$218.84	44,591.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		100	D	$218.86	44,491.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		500	D	$218.87	43,991.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		689	D	$218.88	43,302.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		200	D	$218.89	43,102.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		100	D	$218.9	43,002.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		400	D	$218.91	42,602.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		100	D	$218.92	42,502.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		100	D	$218.93	42,402.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		400	D	$218.97	42,002.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		1,300	D	$218.99	40,702.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		5,400	D	$219	35,302.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		200	D	$219.01	35,102.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		200	D	$219.02	34,902.0775 ( 1 )	D
Shares of Common Stock (par value $0.01 per share)	05/06/2008		S		100	D	$219.04	34,802.0775 ( 1 )	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes (i) 1,031 Restricted Stock Units vesting on 1/31/09, (ii) 1,200 Restricted Stock Units vesting in equal installments on 1/31/09 and 1/31/10, and (iii) 2,716 Restricted Stock Units vesting in installments on 1/31/09, 1/31/10, and 1/31/11. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of common stock.

Remarks:

This Form 4 is being filed in four parts (part two of four).

	/s/ Daniel R. Waltcher as Attorney-in-Fact for Robert P. Connolly	05/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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