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 *
Blumer David
   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)
Senior Managing Director
(Last)
(First)
(Middle)
BLACKROCK, INC., 55 EAST 52ND STREET		 3. Date of Earliest Transaction (Month/Day/Year)
01/17/2014
(Street)

NEW YORK, NY 10055		 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) 01/17/2014   A   3,042 (1) A $ 0 3,042 (2) D  
Shares Of Common Stock (par Value $0.01 Per Share) 01/17/2014   A   4,736 (3) (4) A $ 0 7,778 (5) 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
Blumer David
BLACKROCK, INC.
55 EAST 52ND STREET
NEW YORK, NY 10055		       Senior Managing Director  

Signatures

 /s/ Daniel R. Waltcher as Attorney-in-Fact for David Blumer   01/22/2014
**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) Reflects an award value of $970,849 converted to a number of Restricted Stock Units by dividing the approved award value by $319.055, which was the average of the high and low price per share of Common Stock on January 17, 2014. This grant was approved by the Management Development and Compensation Committee on January 14, 2014. Restricted Stock Units vest in installments with 33% vesting on 1/31/15, 33% vesting on 1/31/16 and 34% vesting on 1/31/17.
(2) Includes (i) 3,042 Restricted Stock Units vesting in installments on 1/31/15, 1/31/16 and 1/31/17. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
(3) Reflects an award value of $925,000 converted to a number of Restricted Stock Units using a $195.30 per unit value. The per unit value used for conversion represents a discount to the full value of a share of BlackRock stock on the grant date to account for the performance requirements and the risk of the award not vesting if certain performance requirements are not met. This grant was approved by the Management Development and Compensation Committee on January 14, 2014. This award of 4,736 Restricted Stock Units will vest and be eligible for payment in respect of (A) 33% of the award if the price of a share of Common Stock is at least $366.913 for at least 20 consecutive trading days, (B) 33% of the award if the price of a share of Common Stock is at least $398.819 for at least 20 consecutive trading days and
(4) [Footnote 3 cont.] (C) 34% of the award if the price of a share of Common Stock is at least $430.724 for at least 20 consecutive trading days; provided that, such vesting and eligibility for payment shall occur only if the price of a share of Common Stock on any Vesting Date which occurs subsequent to satisfaction of a condition described in clauses (A), (B) or (C) is at least $366.913, where "Vesting Date" shall mean any of January 31, 2018, January 31, 2019 and January 31, 2020. Accordingly, no portion of this award may vest and be eligible for payment before January 31, 2018 and any portion of this award that has not become vested and eligible for payment, based on the above performance requirements, on or before January 31, 2020 shall on such date expire and be cancelled.
(5) Includes (i) 3,042 Restricted Stock Units vesting in installments on 1/31/15, 1/31/16 and 1/31/17 and (ii) 4,736 Restricted Stock Units awarded on 1/17/14 that will vest in whole or in part only on the satisfaction of one or more Common Stock price targets as reflected in notes 3 and 4 above, but which may not vest before 1/31/18 and will expire on 1/31/20 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

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