UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2006

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

001-15305

51-0380803

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


40 East 52^nd Street, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition

On July 18, 2006, BlackRock, Inc. (the “Company”) reported results of operations and financial condition for the three and six months ended June 30, 2006. A copy of the press release issued by the Company is attached as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits


99.1		Press release dated July 18, 2006 issued by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BlackRock, Inc. (Registrant)

Date: July 18, 2006	By:
		Steven E. Buller Managing Director and Chief Financial Officer

EXHIBIT INDEX


99.1		Press release dated July 18, 2006 issued by the Company.

Filing Compare · BlackRock Holdco 2, Inc.