Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  ANDERSON KEITH
2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2006
3. Issuer Name and Ticker or Trading Symbol
BLACKROCK INC /NY [BLK]
(Last)
(First)
(Middle)
BLACKROCK, INC., 40 EAST 52ND STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Shares of Class A Common Stock (par value $0.01 per share) 319,417 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Shares of Class B Common Stock (par value $0.01 per share)   (3)   (3) Class A Common Stock 0.4175 $ (3) D  
Shares of Class B Common Stock (par value $0.01 per share)   (3)   (3) Class A Common Stock 82,500 $ (3) I By family trust (4)
Shares of Class B Common Stock (par value $0.01 per share)   (3)   (3) Class A Common Stock 82,500 $ (3) I By family trust (4)
Employee Stock Option (right to buy)   (5) 12/15/2010 Class A Common Stock 35,000 $ 43.3125 D  
Employee Stock Option (right to buy) 12/31/2006 10/15/2012 Class A Common Stock 200,000 $ 37.36 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDERSON KEITH
BLACKROCK, INC.
40 EAST 52ND STREET
NEW YORK, NY 10022
      Vice Chairman  

Signatures

/s/ Daniel R. Waltcher as Attorney-in-fact for Keith T. Anderson 04/17/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 1,286 shares of Class A Common Stock acquired by the reporting person through March 31, 2006 under The PNC Financial Services Group, Inc. Incentive Savings Plan (the "ISP"). The information on this report with respect to the ISP is based on a plan statement dated as of March 31, 2006. Also includes 2,554 shares of Class A Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan through January 31, 2006. Also includes 7,238 shares of Class A Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan as restricted shares and which are now fully vested. Also includes 19,103 shares of restricted Class A Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, vesting in two equal installments on 12/15/06 and 12/15/07.
(2) Also includes 12,595 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 Class A Common Stock and vests in three equal installments on 1/31/07, 1/31/08 and 1/31/09.
(3) One share of Class B Common Stock is convertible, at any time, into one share of Class A Common Stock.
(4) These shares are held in a trust for the benefit of one of the reporting person?s children. The reporting person?s spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(5) Option became exercisable in two annual installments on 12/15/03 and 12/15/04.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.