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BR Circle Reserve Fund

SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

 NEW YORK, NY 10019

+1 212 839 5300

 +1 212 839 5599 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 September 1, 2022

VIA EDGAR

 Ms. Deborah O’Neal

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
 Post-Effective Amendment No. 1137 to the Registration Statement

on Form N-1A of BlackRock FundsSM (the
“Trust”) on behalf of its series,

 Circle Reserve Fund (File Nos. 33-26305 and
811-05742)

 Dear Ms. O’Neal:

On behalf of the Trust, we herewith transmit for filing, under the Securities Act of 1933, as amended (the “Securities Act”), and
the Investment Company Act of 1940, as amended (the “1940 Act”), Post-Effective Amendment No. 1137 (the “Amendment”) to the Trust’s Registration Statement on Form N-1A (the
“Registration Statement”) on behalf of Circle Reserve Fund (the “Fund”).

 The Amendment is being filed pursuant to
Rule 485(b) under the Securities Act and it is proposed that the Amendment become effective on September 1, 2022.

 The Amendment is
being filed for the purpose of (i) completing the information required to be provided in the Registration Statement and (ii) making certain other non-material changes which the Fund deemed
appropriate.

 The Amendment also includes interactive data format risk/return summary information in Inline XBRL that mirrors the
risk/return summary information in the Amendment.

 We have reviewed the Amendment and represent to the Securities and Exchange Commission
that, to our knowledge, such Amendment does not contain disclosure that would render it ineligible to become effective pursuant to Rule 485(b).

 Sidley Austin (NY) LLP is
a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 September 1, 2022

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 The Amendment also contains the Trust’s responses (A) to the telephonic comments
provided by Ms. Deborah O’Neal of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on July 12, 2022 regarding the Trust’s Post-Effective Amendment No. 1123 to its
Registration Statement filed with the Commission on May 26, 2022 pursuant to Rule 485(a) under the Securities Act, (B) to the further telephonic comments provided by Ms. Deborah O’Neal, Mr. Keith O’Connell and
Ms. Jennifer McHugh of the Staff on August 15, 2022 and (C) to the further telephonic comments provided by Ms. Deborah O’Neal and Ms. Jennifer McHugh of the Staff on August 26, 2022, regarding the same
Post-Effective Amendment. The Staff’s comments are described below and have been summarized to the best of our understanding. We have discussed the Staff’s comments with representatives of the Trust. The Trust’s responses to the
Staff’s comments are set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.

A. Telephonic Comments Provided on July 12, 2022

General

 Comment 1: The Staff notes that
the Fund’s proposed name is “Circle Reserve Fund.” Please explain in correspondence the Trust’s view whether this name suggests that investors in the Fund will be making an investment in digital currency sponsored by Circle
Internet Financial, LLC (“Circle”).

 Response: The Trust does not believe that the name “Circle Reserve Fund” suggests that
the Fund will be making an investment in the digital currency of which Circle is a principal operator. In particular, the Trust thinks having the word “Reserve” in the name of the Fund clarifies this point. The Fund’s shares are
available for purchase only by Circle Internet Financial, LLC (“Circle”) and are intended to be used to invest the reserves from the USD Coin (“USDC”), a stablecoin of which Circle is the principal operator. The Trust believes
the name with the inclusion of the word “Reserve” is reflective of this and will not cause confusion.

 Comment 2: Please explain in
correspondence why the Fund is appropriate as a series of a registered investment company rather than a private fund or separately managed account. If applicable, explain any marketing considerations that factored into the registered investment
company structure.

 Response: While a portion of the reserves are currently being managed in a separate account by BlackRock and could be
managed in a private fund, a registered investment company provides multiple benefits. First, it is easier to invest in dealer repurchase agreements through a money market fund. BlackRock has existing trading arrangements with a number of
counterparties that would allow the Fund to trade more quickly and in a more efficient manner. Additionally, if the Fund meets the eligibility requirements of the Federal Reserve Bank of New York Reverse Repurchase Facility (“Fed RRP”),
the Fund could apply to be a counterparty where the Fund would be the buyer of securities, whereas private funds and separately managed accounts are currently not eligible to become a counterparty. The Fed RRP would open additional trading
opportunities for the Fund. Given the anticipated size of the Fund, repurchase agreements will ultimately play an important role in the liquidity profile of the portfolio. Second, the Fund provides transparency to the marketplace around the quality
and profile of the invested reserve assets. BlackRock did not take other marketing considerations into account when deciding to register the Fund.

 September 1, 2022

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 Prospectus

Fee Table

 Comment 3: Please provide the
completed fee table and expense examples for the Fund’s Institutional Shares a week prior to the effectiveness of the Fund’s registration statement.

Response: The completed fee table and expense examples for the Fund’s Institutional Shares were provided supplementally to the Staff on
August 1, 2022.

 Comment 4: In the fee table relating to Institutional Shares of the Fund, a footnote explains that BlackRock Advisors,
LLC, as investment manager, has contractually agreed to waive fees and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest
Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) from exceeding a certain amount. Please discuss in correspondence whether any waivers or reimbursements pursuant to this contractual agreement can be recouped by BlackRock
Advisors, LLC in subsequent periods.

 Response: BlackRock Advisors, LLC may not “recoup” any waivers or reimbursements under this
contractual agreement.

 Comment 5: With respect to the contractual expense limitation described in the previous comment, please explain in
correspondence whether such contractual limitation will last for at least one year.

 Response: The Fund’s disclosure has been revised to
indicate that the expiration date for the contractual expense limitation is June 30, 2024, i.e., more than one year from the expected effective date of the Fund’s registration statement.

Investment Strategies

 Comment 6: The
Fund’s principal strategies state that the Fund “invests at least 99.5% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury, and repurchase
agreements secured by such obligations or cash.” Please explain in correspondence whether the Fund intends to invest in any government agency securities (e.g., Freddie Mac or Fannie Mae).

 September 1, 2022

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 Response: As discussed in the Fund’s principal strategies, the 99.5% bucket will only be
available for cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury, and repurchase agreements secured by such obligations or cash. While there is no current intention to invest
in government agency debt in the Fund, the Investment Manager could invest up to 0.5% of the Fund’s total assets in such debt (or other investments that are eligible for purchase under Rule 2a-7) at times
when it believes it is in the best interests of the Fund to do so.

 Comment 7: The Fund’s principal strategies and risks disclose that the
Fund may invest in variable and floating rate instruments. Please explain in correspondence what types of investments in variable and floating rate instruments the Fund intends to make.

Response: The Fund may invest in Floating Rate Notes (“FRNs”) issued by the U.S. Treasury. These notes are generally issued with a short-term
(i.e., with a term of 2 years) and have a coupon that resets periodically. In the future, the Fund may invest in other eligible variable or floating rate instruments issued by the U.S. Treasury.

Comment 8: In the Details About the Fund section, the Fund states that BlackRock, the Fund’s investment adviser, “must consider factors
that could affect the Fund’s liquidity needs, including characteristics of the Fund’s investors and their likely redemptions.” Please explain in correspondence how the Trust considers liquidity factors in light of Circle being the
sole investor.

 Response: As part of the Fund’s obligations under Rule 2a-7(d)(4) under the
Investment Company Act, BlackRock has performed due diligence on Circle. As part of BlackRock’s ongoing liquidity analysis and know your customer process for the Fund, BlackRock intends to continue to have recurring communications with Circle
to understand its minting (creation) and burning (redemption) activities of USDC. Furthermore, BlackRock has been managing a separate account for the reserves and has a history of its liquidity needs. BlackRock will couple this information with its
regular stress testing risk tools that it uses with all of its money market portfolios.

 As part of its analysis, BlackRock considers the use of overnight
repurchase agreements as an important liquidity tool (accessed more easily through the registered investment company structure). Additionally, BlackRock understands that Circle will maintain a portion of the reserves in bank deposit accounts which
may provide additional liquidity for redemptions of USD Coins during volatile markets.

 If Circle were to seek to redeem the entire Fund in a single day
(which would be inconsistent with its activity in other accounts with daily liquidity to date), BlackRock would look to the tools mentioned below in the responses to Comments 9 and 10 to ensure the Fund could meet the redemptions.

Comment 9: Please explain in correspondence how the Trust expects the Fund’s investment strategies to be adjusted if faced with greater than
normal liquidity needs.

 September 1, 2022

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 Response: When faced with greater than normal liquidity needs, the Fund will likely seek to invest in
additional overnight repurchase agreements to provide additional liquidity in the portfolio. Additionally, the Fund could move to investing in shorter-dated Treasuries. The Treasury market is one of the most liquid short-term markets and provides an
additional outlet if securities in the portfolio needed to be sold for liquidity purposes. Lastly, the Fund may maintain higher cash balances in certain market conditions. All of these adjustments would be in connection with BlackRock’s
liquidity analysis discussed in the response to Comment 8 above.

 Comment 10: Please explain in correspondence what tools are available to the
Trust should the Fund be faced with greater than normal liquidity needs.

 Response: In addition to the liquidity analysis discussed in the
response to Comment 8 and the portfolio tools discussed in the response to Comment 9, the Fund would be permitted to use in-kind redemptions to meet greater than normal liquidity needs, or, if Circle were to
seek to redeem the entire Fund in a single day, if the need arose. The Fund could also avail itself of its ability to postpone redemption payments up to seven days in accordance with Section 22(e) or as a last option suspend redemptions and
move to an orderly liquidation provided that the requirements of Rule 22e-3 are satisfied.

 Comment 11:
The section entitled “Details About the Fund—How the Fund Invests—Other Investments—Borrowing” states that “The Fund will borrow money when BlackRock believes that the return from securities purchased with borrowed
funds will be greater than the cost of the borrowing.” Please consider whether this statement is accurate and, if not, consider removing this disclosure.

Response: The Fund does not intend to purchase securities using borrowed money. The sentence described above has been removed.

Comment 12: The section entitled “Details About the Fund—How the Fund Invests—Other Investments—Investment Company
Securities” states that “The Fund may invest in securities issued by other open-end or closed-end investment companies, including affiliated investment
companies, as permitted by the Investment Company Act.” Please explain in correspondence whether this disclosure is meant to cover potential investments in a master fund as part of a master-feeder structure.

Response: While the language in this section covers the Fund’s investments in other investment companies, it is not meant to cover the Fund’s
potential investment in a master portfolio as part of a master-feeder structure. The Fund does not have any current intention to invest in a master portfolio as a feeder fund.

Comment 13: The section entitled “Details About the Fund—How the Fund Invests—Other Investments—Reverse Repurchase
Agreements” states that the Fund may enter into reverse repurchase agreements. Please explain in correspondence whether the Fund intends to invest in reverse repurchase agreements. If so, please explain how these would be consistent with the
Fund’s investment restrictions. If not, please consider deleting.

 September 1, 2022

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 Response: The Trust has removed references to reverse repurchase agreements in the Fund’s
registration statement as being applicable to the Fund.

 Risk Factors

Comment 14: In the principal risks section, please consider adding a risk factor that explains that flows in and out of the Fund will come from one
investor and the size of such flows will depend on purchases and sales of a particular stable coin digital asset. Further explain that the need for less reserves in the digital asset could cause substantial redemptions of the Fund’s shares.

 Response: The Principal Risks of the Fund section has been amended to add the following risk factor:

Shareholder Purchase/Redemption Risk—Shares of the Fund are held by Circle Internet Financial, LLC (“Circle”) as a portion of
the reserves associated with Circle’s issuance of stablecoins to customers. The assets of the Fund are expected to fluctuate depending on the creation (mining) of additional stablecoins or the redemption (burning) of such coins. Stablecoins may
face periods of uncertainty resulting in the potential for rapid requests by Circle for redemption of the Fund’s shares.

 Comment 15: In
the Details About the Fund section, please consider adding a risk factor that generally describes the risks associated with having a single investor in the Fund.

Response: The following risk factor has been added to the Principal Risks of the Fund:

Large-Scale Redemption Risk—Redemptions of a large number of Fund shares may adversely affect the Fund’s liquidity and net assets.
These redemptions may force the Fund to sell portfolio securities to meet redemption requests when it might not otherwise do so, which may negatively impact the Fund. In addition, large redemptions can result in the Fund’s current expenses
being allocated over a smaller asset base, which generally could result in an increase in the Fund’s expense ratio.

 Comment 16: The
section entitled “Details About the Fund—Investment Risks—Other Risks of Investing in the Fund—Illiquid Inve