Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  CONNOLLY ROBERT
2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2010
3. Issuer Name and Ticker or Trading Symbol
BlackRock Inc. [BLK]
(Last)
(First)
(Middle)
BLACKROCK, INC., 55 EAST 52ND STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel and Senior MD
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10055
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Shares of Common Stock (par value $0.01 per share) 30,324 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 09/29/2011 02/01/2017 Common Stock (par value $0.01 per share) 28,007 $ 167.76 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONNOLLY ROBERT
BLACKROCK, INC.
55 EAST 52ND STREET
NEW YORK, NY 10055
      General Counsel and Senior MD  

Signatures

/s/ Harris Oliner as Attorney-in-Fact for Robert Connolly 07/26/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes (i) 17,786 Restricted Stock Units vesting on 9/29/11, (ii) 906 Restricted Stock Units vesting on 1/31/11, (iii) 2,576 Restricted Stock Units vesting in equal installments on 1/31/11 and 1/31/12, (iv) 2,199 shares of Restricted Stock vesting in equal installments on 1/31/11, 1/31/12 and 1/31/13 and (v) 4,286 shares of Restricted Stock vesting in installments on 1/31/11 and 1/31/12. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

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