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 * BARCLAYS BANK PLC /ENG/   2. Issuer Name and Ticker or Trading Symbol BlackRock Inc. [BLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 CHURCHILL PLACE 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2010 (Street) LONDON ENGLAND E14 5HP 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

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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

Series D Participating Preferred Stock

(1)

01/31/2010

M(1)

7,647,254

(1)

(1)

Common Stock

7,647,254

$ 0

0

I

By Subsidiary (1)

Series B Convertible Participating Preferred Stock

(1)

01/31/2010

M(1)

7,647,254

(2)

(2)

Common Stock

7,647,254

(1)

34,535,255 (1)

I

By Subsidiary (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARCLAYS BANK PLC /ENG/ 1 CHURCHILL PLACE LONDON ENGLAND E14 5HP	X

Signatures

/s/ Lawrence Dickinson, Authorized Signatory		02/02/2010
**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)	BlackRock, Inc. (the "Issuer") has informed Barclays Bank PLC that on January 31, 2010, all of the shares of Series D Participating Preferred Stock, par value $0.01 per share, of the Issuer then held by Barclays BR Holdings S.a r.l., a societe a responsabilite limitee organized under the laws of Luxembourg, a wholly owned subsidiary of Barclays Bank PLC, automatically converted pursuant to their terms, on a one-for-one basis, into shares of Series B Convertible Participating Preferred Stock, par value $0.01 per share ("Series B Preferred Stock"), of the Issuer.
(2)	Shares of Series B Preferred Stock are convertible, on a one-for-one basis, into shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Issuer upon any transfer to any person that is not an affiliate of Barclays Bank PLC. As shares of Series B Preferred Stock are not convertible into shares of Common Stock while owned by Barclays Bank PLC and its affiliates, Barclays Bank PLC disclaims beneficial ownership of the shares of Common Stock underlying the shares of Series B Preferred Stock. The Series B Preferred Stock is a perpetual security.

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