- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BANK OF AMERICA CORP /DE/	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) BANK OF AMERICA CORPORATE CENTER, 100 N TRYON ST	3. Date of Earliest Transaction (MM/DD/YYYY) 5/6/2011
(Street) CHARLOTTE, NC 28255 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/6/2011		P		10 ⁽²⁾	A	$195.15	586 ⁽³⁾ ⁽⁴⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/9/2011		S		10 ⁽²⁾	D	$196.01	586 ⁽³⁾ ⁽⁴⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/16/2011		P		65 ⁽²⁾	A	$194.38	586 ⁽³⁾ ⁽⁴⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/16/2011		S		65 ⁽²⁾	D	$195	586 ⁽³⁾ ⁽⁴⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/19/2011		P		100 ⁽²⁾	A	$197.89	586 ⁽³⁾ ⁽⁴⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/20/2011		S		100 ⁽²⁾	D	$198.258	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/20/2011		P		100 ⁽²⁾	A	$198.4135	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/23/2011		S		4 ⁽²⁾	D	$194.26	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/24/2011		S		100 ⁽²⁾	D	$192.79	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/25/2011		P		4 ⁽²⁾	A	$194.55	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/26/2011		P		50 ⁽²⁾	A	$196.83	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/31/2011		S		50 ⁽²⁾	D	$203.31	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/31/2011		P		50 ⁽²⁾	A	$203.42	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	5/31/2011		P		150 ⁽²⁾	A	$203.934	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	6/1/2011		S		50 ⁽²⁾	D	$201.62	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	6/1/2011		S		150 ⁽²⁾	D	$201.5812	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	6/15/2011		P		25 ⁽²⁾	A	$186.01	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	6/20/2011		S		25 ⁽²⁾	D	$189.30	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	6/28/2011		S		150 ⁽²⁾	D	$188.0854	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/1/2011		P		150 ⁽²⁾	A	$194.02	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/13/2011		P		859 ⁽²⁾	A	$185.6716	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/19/2011		S		221 ⁽²⁾	D	$180.49	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/20/2011		S		44 ⁽²⁾	D	$184.43	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/20/2011		S		55 ⁽²⁾	D	$184.87	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/20/2011		S		539 ⁽²⁾	D	$185.1853	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/22/2011		P		2 ⁽²⁾	A	$187.83	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	7/25/2011		S		2 ⁽²⁾	D	$185.08	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	8/2/2011		P		4 ⁽²⁾	A	$175.37	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Stock	8/3/2011		S		4 ⁽²⁾	D	$170.09	586 ⁽³⁾	I	By Subsidiary ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Option (right to sell)	$185	6/6/2011		S			1	6/6/2011	7/16/2011	Common Stock	100	$5	0 ⁽³⁾ ⁽⁵⁾	I	See Footnotes ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Put Option (right to sell)	$185	6/8/2011		P		1		6/8/2011	7/16/2011	Common Stock	100	$4.60	0 ⁽³⁾	I	See Footnotes ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Series B Convertible Participating Preferred Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		13562878	I	See Footnotes ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Explanation of Responses:
( 1)	This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries.
( 2)	Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a broker-dealer and subsidiary of BAC, to correct errors made in connection with agency brokerage trades made on behalf of clients of MLPFS.
( 3)	In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction.
( 4)	In addition to the shares of Common Stock reported herein, as of the date of this transaction BAC was also the beneficial owner of 13,562,878 shares of Series B Convertible Participating Preferred Stock (the "Series B Preferred Stock"), as reported in Table II. The Series B Preferred Stock automatically converts into Common Stock on a 1-for-1 basis upon transfer to a third party and has no expiration date. As reported on a Form 4 filed on May 23, 2011, BAC is no longer the beneficial owner of any shares of the Series B Preferred Stock.
( 5)	BAC is short 1 put option with an exercise price of $185.00.
( 6)	Each of BAC, Merrill Lynch & Co., Inc. ("ML&Co."), MLPFS and Merrill Lynch Group, Inc. ("ML Group", and collectively the "Reporting Persons") disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. As reported on a Form 4 filed on May 23, 2011, BAC is no longer the beneficial owner of any shares of the Series B Preferred Stock.
( 7)	BAC owns the Common Stock indirectly through its wholly owned subsidiary MLPFS. BAC owned the Series B Preferred Stock indirectly through its wholly owned subsidiary, ML Group. As reported on a Form 4 filed on May 23, 2011, BAC is no longer the beneficial owner of any shares of the Series B Preferred Stock.
( 8)	Pursuant to the Third Amended and Restated Stockholder Agreement dated as of November 15, 2010, as may be amended from time to time, between ML&Co., ML Group and the Issuer, once ML&Co. and its affiliates have beneficially owned less than five percent of the Issuer's capital stock for a period of 90 days, ML&Co.'s designee to the Issuer's board of directors is required to resign. As reported on a Form 4 filed on May 23, 2011, the Issuer has waived this requirement to allow ML&Co.'s designee to continue to serve as a member of the Issuer's board of directors, subject to future review by the Issuer's board of directors. Each of the Reporting Persons other than ML&Co. disclaims its possible status as director of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE, NC 28255	X

Signatures
/s/ Gary Whitman		8/16/2011
^** Signature of Reporting Person		Date

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