SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0408
      June 14, 2005
Robert P. Connolly
Managing Director, General Counsel and Secretary
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022

      Re:	BlackRock, Inc.
		Registration Statement on Form S-3
      Filed May 12, 2005
      File No. 333-124843
      Form 10-K for Year Ended December 31, 2004
      Form 10-Q for Quarter Ended March 31, 2005

Dear Mr. Connolly:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Security Holders, page 48

1. Identify whether any of the selling shareholders are broker
dealers or the affiliates of broker dealers.  If any of the
selling
shareholders are broker dealers, revise the disclosure to clarify
that those selling shareholders are underwriters.  For any selling
shareholder who is an affiliate of a broker dealer must make the
following representations:
* purchased the securities to be resold in the ordinary course of
business, and
* that at the time of the purchase, the selling stockholder had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.

If they are not able to make these representations, they must also
be
identified as underwriters.

2. Please reconcile the fee table where you have registered
debentures in the amount of $250,000,000 with the selling security
holder table which cites the amount of debentures offered as
$140,404,000.  Item 507 of Regulation SK requires each security
holder to be named.  If there are additional debentures being
registered on behalf of undetermined selling shareholders, please
include a separate line for "other selling shareholders".

3. Please confirm that before any shareholder who is not currently
identified on the selling security holder table or the transferee
of
such a security holder may use this registration statement to sell
their debentures or common stock, they must first be identified in
a
post effective amendment.  Please revise footnote 2 to clarify
this
matter.

Form 10-K for Year ended December 31, 2004

Overview, page 1

4. We refer to the summary selected financial data table on page 2
that includes non-GAAP measures for operating income, net income
and
diluted earnings per share for the five-year period ended December
31, 2004.  We also note your statement in note 1 on page 2 that
management believes these measures are effective indicators of
BlackRocks`s profitability and financial performance over time.
In
future filings please provide in a footnote the following
information
regarding these non-GAAP measures:

* Include in the table the most directly comparable GAAP measure
for
each of the fiscal periods;

* Provide a reconciliation of the non-GAAP measure to the most
directly comparable GAAP financial measure or cross reference to
the
reconciliation located elsewhere in the filing;

* State how management uses these non-GAAP measures to evaluate
its
business;

* Describe the economic substance behind management`s decision to
use
this measure;

* Disclose the material limitations to using this non-GAAP measure
as
compared to the most directly comparable GAAP financial measure;

* State the substantive reasons why management believes the non-
GAAP
measure provides useful information to investors;

* Present the non-GAAP measures in an "Other Data" section to
clearly
distinguish and highlight the GAAP measures;

* The "Financial Highlights" section on page 27, which includes
the
Operating margin, as adjusted non-GAAP measure should also be
revised
for any applicable disclosures.

Refer to SEC Release No. 34-47226, "Conditions for Use of Non-GAAP
Financial Measures".

5. We refer to the operating income, as adjusted measure for 2004
and
to footnote 1 on page 2 that states operating income was adjusted
to
exclude $85.1 million of LTIP expenses to be funded by PNC.  We
note
that you believe these non-cash charges, exclusive of the impact
related to the LTIP participant`s put options will not impact
BlackRock`s book value.   In this regard, please explain to us and
state in future filings:

* Why you consider this is a non-cash adjustment since the shares
distributed to LTIP participants include an option to put these
shares back to BlackRock at fair market value and therefore can
result in probable cash outlays equal to the fair value of the
shares
issued.

* Why you have adjusted this recurring expense considering the
Company expects to incur $59 million of LTIP awards expense during
fiscal 2005 and the performance awards will extent through fiscal
2007.  See "Critical Accounting Estimates-BlackRock Long Term
Retention and Incentive Plan", page 51.

Banking Regulation of PNC and BlackRock limits our activities and
the
type of businesses in which we engage, page 17

6. We refer to the statement that effective January 18, 2005 PNC
transferred its ownership to PNC Bancorp.  Explain to us and state
in
MD&A in future filings why you believe this transfer provides more
operating flexibility and how this transfer is related to the
acquisition of SSR in January 2005.   We note that if PNC Bancorp
is
a subsidiary of PNC then BlackRock is an indirect subsidiary of
PNC
and therefore, it appears that BlackRock would still be subject to
banking regulations by the Federal Reserve Board.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 27

7. Please provide us and disclose in future filings the following
information regarding the "Financial Highlights" section on page
28
and footnotes (a) and (b) on pages 28 and 29:

* Explain why you provide in note (a) on page 28 a reconciliation
of
Net income, GAAP basis to Net income, as adjusted but you:

o do not disclose the Net income, as adjusted measure in the
"Financial Highlights" section on page 27; and you

o do not discuss in MD&A how this measure is used by management in
decision making and how it provides useful information to the
investor.

* A similar explanation should be provided with respect to the
Operating income, as adjusted measure in note (b) on page 29.
Also
tell us why your MD&A does not discuss how and why the Operating
margin, as reported non-GAAP measure is useful to management and
relevant to investors.

* Please explain to us, and discuss in future filings why you have
added back to Operating Income, GAAP basis the LTIP expense of
$104
million in the reconciliation of Operating Income, GAAP Basis to
Operating Income, as adjusted in note (b) on page 29.  Similarly,
explain and discuss in future filings the determination in the
reconciliation of Net Income, GAAP basis to Net Income, As
Adjusted
in Note (a) on page 28 in which you only add back to Net Income,
GAAP
basis PNC`s $54 million  LTIP funding requirement .

Operating Results for the year ended December 31, 2003 as compared
with the year ended December 31, 2002

Liquidity and Capital Resources, page 47

8. We refer to the third paragraph on page 47 that states the
acquisition of SSRM Holdings included additional cash
consideration
which could increase the purchase price by up to 25% and may be
paid
over 5 years contingent on certain measures.  In this regard,
please
tell us and disclose in future filings what are the contingent
measures that need to be met and their timing in order to trigger
the
payment of additional cash consideration.  Discuss the effects of
this potential additional cash outlay on future cash flow and
liquidity.

Contractual Obligations and Commercial Commitments, page 49

9. We note that there is the possibility that additional cash
consideration could increase your purchase price of SSR from
Metlife
by up to 25%.  Please tell us and disclose in future filings, the
specific conditions which do not permit you to estimate the
potential
obligations under these contingent payments provisions at this
time.

Financial Statements for the three-year period ended December 31,
2004

Consolidated Statement of Cash Flows, page F-9

10. Please explain the nature of the cash flows that originated
from
the "Consolidation of sponsored investment funds" for $68 million
in
the "Cash flows from investing activities" section and discuss why
no
similar cash flows were recorded in prior years.  Discuss if these
cash flows are related to the application of FIN 46R and tell us
in
what footnote you have disclosed the basis for consolidating these
funds.

Note 1.  Significant Accounting Policies

Revenue Recognition, page F-14

11. We refer to your statement that should alternative investment
fees and separate accounts not continue to meet specific
investment
thresholds, these fees and related employee compensation expense
previously required may be subject to reversal.  In this regard,
if
material, please disclose in the footnote or in the "Liquidity and
Capital Resources" section of MD&A if this reversal requires the
future reimbursement of prior investment fees and state the
maximum
amount subject to reimbursement.

Recent Accounting Developments, page F-17

12. With respect to the Company`s determination as to whether it
has
a variable interest in a VIE under FIN 46, please provide us with
the
following information:

* The analysis made, including references to the specific guidance
in
FIN 46R, that supports management conclusion that it is the
primary
beneficiary of the strategic joint venture for consolidation
purposes
which was previously treated as an equity method investment under
FIN
46;
* Tell us and disclose in future filings the specific conditions
under FIN 46R that resulted in management`s change in accounting
for
its variable interests in the strategic joint venture as compared
to
FIN 46.

13. Provide us with the analysis made by management to determine
that
it was not the primary beneficiary under FIN 46R for the six CDOs,
including the specific guidance in FIN 46R that the Company
considered for deconsolidating the six CDOs.  Tell us and disclose
in
future filings:

*  How these CDO`s were accounted for after the deconsolidation
under
FIN 46;
* The changes in the accounting for variable interest entities
under
FIN 46R that permitted it to deconsolidate the CDOs.

Note 2. Acquisition, page F-21.

14. Tell us and discuss in future filings, the certain measures,
including timing and performance requirements, that must be
complied
with in order for the Company to be required to pay additional
cash
consideration for the acquisition of SSR over a 5 year period.
Quantify the maximum amount of probable contingent consideration
to
be issued if these certain measures are complied with or state why
the Company is unable to determine the amount of contingent
consideration at this time.

15. Tell us and discloses in future filings how the fair value of
the
restricted Class A common stock was determined on the date of
acquisition.

Note 7.  Derivative Financial Instruments, page F-29.

16. We note your disclosures regarding your forward foreign
currency
contracts to hedge foreign currency exposures related to non-
dollar
denominated seed investments.  While we note your disclosure on
page
59 that you do not hold any derivative contracts to hedge your
investments, we are unclear how this relates to seed investments
(advisory accounts) which you refer to in this note.  Please tell
us
and disclose here and in MD&A in future filings, as appropriate,
the
following regarding how you account for forward foreign currency
exchange instruments that qualify for hedge accounting under SFAS
133, including, but not limited to paragraphs 17-28:

* Describe when and how you identify the hedge instrument and the
hedged item;

* Describe the quantitative measures of correlation you use to
assess
effectiveness of each hedge both at inception and on an ongoing
basis;

* Disclose your definition of on an ongoing basis as it relates to
how often and when you perform these assessments;

* Describe how you assess the ineffectiveness of each hedge;

* Disclose where you present the gains and losses relating to
hedge
ineffectiveness in the statements of income;

* Tell us whether you have discontinued any hedges because of
changes
in the hedged instrument and how they are reported, if any;

* If you aggregate similar assets and liabilities and hedge as a
portfolio, please discuss the risk exposure they share and how you
test for proportionality.  Clearly explain the extent to which you
are aggregating and why you believe such aggregation is
appropriate;

* Provide in MD&A an expanded discussion of management`s business
purpose of entering into derivative instruments and discuss the
effect of these activities on your financial position, results of
operations and cash flows.

Form 10-Q for the period ended March 31, 2005

Financial Statements for the period ended March 31, 2005

Note 1. Significant Accounting Policies, page 4

Assets Held for Sale

17. Tell us and in future filings, please disclose your accounting
policies for the "Assets held for sale" totaling $112 million as
stated in Note 2, "Acquisition" that were part of the acquisition
of
SSR in January 2005.

* Describe the nature of these assets and when they were acquired;
* State the policies related to how these assets are valued and
how
their value is determined;
* State the amount of related long-term debt on real properties
held
for sale;
* Describe how gain or loss in determined on sales and the
accounting
policies related to determining impairments to their carrying
value.
Refer to SFAS 66, FIN 43 and SFAS 144.

18. We refer to Note 5, "Real Estate Held for Sale" on page 10 of
the
financial statements for the SSR acquisition for the three-year
period ended December 31, 2004 as stated in the Form 8-K/A filed
on
April 8, 2005.   Please tell us and discuss in future filings the
current status of the transaction to have been finalized in the
first
quarter of 2005.  We note that five real estate properties were to
be
sold at cost to a REIT organized and managed by SSR.   Tell us and
discuss in MD&A in future filings the business purpose of this
transaction and its expected effect on future operations, cash
flow
and liquidity.

Recent Accounting Developments, page 8

19. We note that BlackRock adopted the modified-prospective
transition approach of SFAS 123R as of July 1, 2005.  Please tell
us
if SSR will be using this same methodology or will use the
modified
retrospective method.  Note 2, "Recent Accounting Developments" on
page 8 of the financial statements of SSR for the year ended
December
31, 2004 in the Form 8-K/A filed on April 8, 2004 does not clearly
state what method it will be adopting.   Explain how you will
record
on a consolidated basis any differences in accounting treatment
upon
implementing SFAS 123R.

Note 2. Acquisition, page 11

20. We refer to the statement that additional cash consideration
may
be paid over five years, contingent on certain measures.  Please
tell
us and state in future filings the following:

* Describe the certain measures that will require the payment of
additional cash consideration and the expected time frame for