FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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1. Name and Address of Reporting Person * MERRILL LYNCH & CO INC   2. Issuer Name and Ticker or Trading Symbol BlackRock Inc. [BLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER,  3. Date of Earliest Transaction (Month/Day/Year) 11/20/2008 (Street) NEW YORK, NY 10080 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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 Common Stock 11/20/2008   P   100 (1) (2) A $ 99.63 52,395,182 (3) D   Common Stock 11/25/2008   S   100 (1) (2) D $ 113.67 52,395,082 (3) D

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
MERRILL LYNCH INVESTMENT MANAGERS LP PO BOX 9011 PRINCETON, NJ 08543		X
MERRILL LYNCH PIERCE FENNER & SMITH INC 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080		X
FUND ASSET MANAGEMENT LP 800 SCUDDERS MILL RD PLAINSBORO, NJ 08536		X
PRINCETON ADMINISTRATORS LP C/O MERRILL LYNCH ASSET MANAGEMENT PO BOX 9011 PRINCETON, NJ 08543		X

Signatures

Merrill Lynch & Co., Inc. By: Richard B. Alsop, Vice President		12/02/2008
**Signature of Reporting Person		Date
Merrill Lynch Investment Managers, L.P. By Princeton Services Inc., Its General Partner By: Carlos M. Morales, Senior Vice President		12/02/2008
**Signature of Reporting Person		Date
Merrill Lynch, Pierce, Fenner & Smith., Inc. By: Carlos M. Morales, Senior Vice Prseident		12/02/2008
**Signature of Reporting Person		Date
Fund Asset Management, L.P. By Princeton Services Inc., Its General Partner By: Carlos M. Morales, Senior Vice President		12/02/2008
**Signature of Reporting Person		Date
Princeton Administrators, L.P. By Princeton Services Inc., Its General partner By: Carlos M. Morales, Senior Vice President		12/02/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This transaction reflects transaction executed by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. (MLCO), to correct errors made in connection with trades in issuer's common stock.
(2)	The Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. In connection with all of the transactions reported on this form, the Reporting Person has agreed to voluntarily remit appropriate profits, if any, to BLK. The Reporting Person disclaims that the transactions reported on this Form are subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to these transactions.
(3)	Merrill Lynch & Co., Inc. (MLCO) directly or indirectly through its wholly-owned subsidiaries, Merrill Lynch Investment Managers, L.P., Fund Asset Management, L.P. and Princeton Administrators, L.P. owns 52,395,082 shares of the Issuer's Common Stock.

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