X0202 4 2006-01-23 0 0001060021 BLACKROCK INC /NY BLK 0001059245 FINK LAURENCE C/O BLACKROCK FINANCIAL MANAGEMENT, INC. 40 EAST 52ND STREET NEW YORK NY 10022 1 1 0 0 Chairman and CEO Shares of Class A Common Stock (par value $0.01 per share) 2006-01-23 4 A 0 29831 0.00 A 88269 D Shares of Class A Common Stock (par value $0.01 per share) 142340 I By Trust Restricted Stock Units granted under the 1999 Stock Award and Incentive Plan, based on $113.13 per share which was 90% of the average of the high and low price per share of the Class A Common Stock on January 23, 2006, the formula having been approved by the Compensation Committee of the Board of Directors on January 11, 2006. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Class A Common Stock and vests one-third on each of the first, second and third anniversaries of January 31, 2006. Includes 2,619 shares of Class A Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan through July 31, 2005. Also includes 1,216 shares of Class A Common Stock acquired by the reporting person through December 31, 2005 under The PNC Financial Services Group, Inc. Incentive Savings Plan (the "ISP"). The information on this report with respect to the ISP is based on a plan statement dated as of December 31, 2005. Indirect ownership through the Laurence D. Fink and Lori W. Fink Irrevocable Family Trust U/A/D 1/10/95. /s/ Daniel R. Waltcher as Attorney-in-Fact for Laurence Fink 2006-01-25