SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MERRILL LYNCH & CO., INC. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 12/26/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/02/2009	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	12/26/2008		P		105(1)(2)	A	$125.89	2,331,555(3)	D
Common Stock	12/30/2008		S		105(1)(2)	D	$126	2,331,450(3)	D

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* MERRILL LYNCH & CO., INC. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MERRILL LYNCH GROUP, INC. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MERRILL LYNCH, PIERCE, FENNER & SMITH INC. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MERRILL LYNCH BANK & TRUST CO., FSB (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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. owns the Common Stock indirectly through it's wholly-owned subsidiaries, Merrill Lynch Group, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Bank & Trust Co., FSB. Up to 774 shares of Common Stock held in discretionary client accounts as to which Merrill Lynch & Co., Inc. may be deemed not to have a pecuniary interest.

	Merrill Lynch & Co., Inc. By: Jonathan N. Santelli, Assistant Secretary	01/22/2009
	Merrill Lynch Group, Inc. By: Jonathan N. Santelli, Authorized Person	01/22/2009
	Merrill Lynch, Pierce, Fenner & Smith Incorporated By: Jonathan N. Santelli, Assistant Secretary	01/22/2009
	Merrill Lynch Bank & Trust Co., FSB By: Jonathan N. Santelli, Authorized Person	01/22/2009
	** Signature of Reporting Person	Date
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