Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
WAGNER SUSAN
   2. Issuer Name and Ticker or Trading Symbol
BlackRock Inc. [BLK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
BLACKROCK, INC., 40 EAST 52ND STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 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
Shares of Common Stock (par value $0.01 per share) 12/15/2006   F   1,192 (1) D $ 146.1 468,103.8 (2) (3) D  

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WAGNER SUSAN
BLACKROCK, INC.
40 EAST 52ND STREET
NEW YORK, NY 10022		       Chief Operating Officer  

Signatures

 /s/ Daniel R. Waltcher as Attorney-in-Fact for Susan Wagner   12/19/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Represents the withholding by BlackRock of 1,192 shares of Common Stock to satisfy tax obligation on the vesting of the reporting person's shares of restricted stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, as amended.
(2) Includes 267 shares of Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan on January 31, 2006 and July 31, 2006. Also, includes 109 shares of Common Stock acquired since the reporting person's last report and held under the BlackRock, Inc. Retirement Savings Plan (the "RSP"), the successor to The PNC Financial Services Group, Inc. Incentive Savings Plan. The information on this report with respect to the RSP is based on a plan statement dated as of October 31, 2006. Also, includes 2,721 shares of restricted Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, vesting on 12/15/07.
(3) Also, includes 9,722 Restricted Stock Units granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock and vests as to approximately 53% of the Restricted Stock Units on the first anniversary of January 31, 2006 and as to approximately 23.5% of the Restricted Stock Units on each of the second and third anniversaries of January 31, 2006.
 
Remarks:
On September 29, 2006, the corporation then known as BlackRock, Inc. ("Old BlackRock") merged with its wholly-owned subsidiary, BlackRock Merger Sub, Inc., with Old BlackRock surviving the merger. As a result of that merger, New BlackRock, Inc. (now named BlackRock, Inc.) became the successor and holding company of Old BlackRock. The merger did not alter the proportionate ownership of the capital stock. Each share of Class A Common Stock and Class B Common Stock of Old BlackRock issued and outstanding prior to the merger was converted into one share of Common Stock.

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