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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- |  | ----------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- |  | -----------------------------------------------------------------------------------------



For the transition period from  to
 .



(Commission file number 001-15305)



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BlackRock, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 51-0380803                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



40 East 52ndStreet, New York, NY 10022

(Address of principal executive offices)

(Zip Code)



(212) 754-5300

(Registrants telephone number, including area code)



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(Former name, former address and former fiscal year,
if changed since last report)



Indicate by check mark
whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)    Yes  x    No ̈



As of April 30, 2004, there were 18,430,451 shares of the registrants class A common stock outstanding and 45,282,013
shares of the registrants class B common stock outstanding.



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BlackRock Inc.

Index to Form 10-Q



|        |  |                                                                                       |  |     
|------- |  | ------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                       |  | Page
|        |  | PART I                                                                                |  |     
|        |  |                                                                                      
|        |  | FINANCIAL INFORMATION                                                                 |  |     
|Item 1. |  | Financial Statements                                                                  |  |     
|        |  |                                                                                      
|        |  | Consolidated Statements of Financial Condition                                        |  | 1   
|        |  |                                                                                      
|        |  | Consolidated Statements of Income                                                     |  | 2   
|        |  |                                                                                      
|        |  | Consolidated Statements of Cash Flows                                                 |  | 3   
|        |  |                                                                                      
|        |  | Notes to Consolidated Financial Statements                                            |  | 4   
|        |  |                                                                                      
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 17  
|        |  |                                                                                      
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 40  
|        |  |                                                                                      
|Item 4. |  | Controls and Procedures                                                               |  | 42  
|        |  | PART II                                                                               |  |     
|        |  |                                                                                      
|        |  | OTHER INFORMATION                                                                     |  |     
|        |  |                                                                                      
|Item 1. |  | Legal Proceedings                                                                     |  | 43  
|        |  |                                                                                      
|Item 2. |  | Changes in Securities, and Use of Proceeds and Issuer Purchases of Equity Securities  |  | 44  
|        |  |                                                                                      
|Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  | 45  



- ii -



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements



BlackRock, Inc.

Consolidated Statements of Financial Condition

(Dollar amounts in thousands)



|                                                                                  |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                  |  | March 31,2004 |         |   | December 31,2003 |  
|                                                                                  |  | (unaudited)   |         |   |                  |  
|Assets                                                                            |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                         |  | $             | 301,109 |   |                  | $ | 315,941 |  
|Accounts receivable                                                               |  |               | 147,038 |   |                  |   | 127,235 |  
|Investments                                                                       |  |               | 177,288 |   |                  |   | 234,923 |  
|Property and equipment, net                                                       |  |               | 87,716  |   |                  |   | 87,006  |  
|Intangible assets, net                                                            |  |               | 185,824 |   |                  |   | 192,079 |  
|Receivable from affiliates                                                        |  |               | 118     |   |                  |   | 81      |  
|Other assets                                                                      |  |               | 10,349  |   |                  |   | 9,958   |  
|                                                                                  |  |               |         |   |                  |   |         |  
|Total assets                                                                      |  | $             | 909,442 |   |                  | $ | 967,223 |  
|                                                                                  |  |               |         |   |                  |   |         |  
|Liabilities                                                                       |  |               |         |   |                  |   |         |  
|Accrued compensation                                                              |  | $             | 88,508  |   |                  | $ | 172,447 |  
|Accounts payable and accrued liabilities                                          |  |               |         |   |                  |   |         |  
|Affiliate                                                                         |  |               | 55,746  |   |                  |   | 40,668  |  
|Other                                                                             |  |               | 19,071  |   |                  |   | 19,430  |  
|Acquired management contract obligation                                           |  |               | 5,736   |   |                  |   | 5,736   |  
|Other liabilities                                                                 |  |               | 13,130  |   |                  |   | 14,395  |  
|                                                                                  |  |               |         |   |                  |   |         |  
|Total liabilities                                                                 |  |               | 182,191 |   |                  |   | 252,676 |  
|                                                                                  |  |               |         |   |                  |   |         |  
|                                                                                  |  |              
|Minority interest                                                                 |  |               | 4,300   |   |                  |   | 1,239   |  
|                                                                                  |  |              
|Stockholders equity                                                              |  |               |         |   |                  |   |         |  
|Common stock, class A, 19,243,878 shares issued                                   |  |               | 192     |   |                  |   | 192     |  
|Common stock, class B, 46,073,214 and 46,120,737 shares issued, respectively      |  |               | 461     |   |                  |   | 461     |  
|Additional paid - in capital                                                      |  |               | 193,269 |   |                  |   | 196,446 |  
|Retained earnings                                                                 |  |               | 609,836 |   |                  |   | 570,535 |  
|Unearned compensation                                                             |  |               | (8,801  | ) |                  |   | (10,270 | )
|Accumulated other comprehensive income                                            |  |               | 6,290   |   |                  |   | 6,027   |  
|Treasury stock, class A, at cost, 896,903 and 954,067 shares issued, respectively |  |               | (45,427 | ) |                  |   | (45,054 | )
|Treasury stock, class B, at cost, 789,201 and 313,626 shares issued, respectively |  |               | (32,869 | ) |                  |   | (5,029  | )
|                                                                                  |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                        |  |               | 722,951 |   |                  |   | 713,308 |  
|                                                                                  |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                        |  | $             | 909,442 |   |                  | $ | 967,223 |  
|                                                                                  |  |               |         |   |                  |   |         |  



See accompanying notes to
consolidated financial statements.



- 1 -



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PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



BlackRock, Inc.

Consolidated Statements of Income

(Dollar amounts in thousands, except share data)

(unaudited)



|                                                 |  |                              |            |   |      |   |            |  
|------------------------------------------------ |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                 |  | Three months ended March 31, |           
|                                                 |  | 2004                         |            |   | 2003 |  
|Revenue                                          |  |                              |            |   |      |   |            |  
|Investment advisory and administration fees      |  |                              |            |   |      |   |            |  
|Mutual funds                                     |  | $                            | 56,446     |   |      | $ | 48,740     |  
|Separate accounts                                |  |                              | 103,872    |   |      |   | 77,625     |  
|Other income                                     |  |                              |            |   |      |   |            |  
|Affiliate                                        |  |                              | 1,250      |   |      |   | 1,250      |  
|Other                                            |  |                              | 20,255     |   |      |   | 15,136     |  
|                                                 |  |                              |            |   |      |   |            |  
|Total revenue                                    |  |                              | 181,823    |   |      |   | 142,751    |  
|                                                 |  |                              |            |   |      |   |            |  
|Expense                                          |  |                              |            |   |      |   |            |  
|Employee compensation and benefits               |  |                              | 66,069     |   |      |   | 55,386     |  
|Fund administration and servicing costs          |  |                              |            |   |      |   |            |  
|Affiliate                                        |  |                              | 5,068      |   |      |   | 6,943      |  
|Other                                            |  |                              | 3,292      |   |      |   | 1,015      |  
|General and administration                       |  |                              |            |   |      |   |            |  
|Affiliate                                        |  |                              | 3,925      |   |      |   | 2,061      |  
|Other                                            |  |                              | 27,374     |   |      |   | 23,048     |  
|Amortization of intangible assets                |  |                              | 231        |   |      |   | 232        |  
|Impairment of intangible assets                  |  |                              | 6,097      |   |      |   |           |  
|                                                 |  |                              |            |   |      |   |            |  
|Total expense                                    |  |                              | 112,056    |   |      |   | 88,685     |  
|                                                 |  |                              |            |   |      |   |            |  
|Operating income                                 |  |                              | 69,767     |   |      |   | 54,066     |  
|Non-operating income (expense)                   |  |                              |            |   |      |   |            |  
|Investment income, net                           |  |                              | 6,897      |   |      |   | 3,529      |  
|Interest expense                                 |  |                              | (1,084     | ) |      |   | (164       | )
|                                                 |  |                              |            |   |      |   |            |  
|Total non-operating income                       |  |                              | 5,813      |   |      |   | 3,365      |  
|                                                 |  |                              |            |   |      |   |            |  
|Income before income taxes and minority interest |  |                              | 75,580     |   |      |   | 57,431     |  
|Income taxes                                     |  |                              | 20,089     |   |      |   | 22,111     |  
|                                                 |  |                              |            |   |      |   |            |  
|Income before minority interest                  |  |                              | 55,491     |   |      |   | 35,320     |  
|Minority interest                                |  |                              | 284        |   |      |   |           |  
|                                                 |  |                              |            |   |      |   |            |  
|Net income                                       |  | $                            | 55,207     |   |      | $ | 35,320     |  
|                                                 |  |                              |            |   |      |   |            |  
|Earnings per share                               |  |                              |            |   |      |   |            |  
|Basic                                            |  | $                            | 0.87       |   |      | $ | 0.54       |  
|Diluted                                          |  | $                            | 0.84       |   |      | $ | 0.54       |  
|Cash dividends declared per share                |  | $                            | 0.25       |   |      |   |           |  
|                                                 |  |                             
|Weighted-average shares outstanding              |  |                              |            |   |      |   |            |  
|Basic                                            |  |                              | 63,775,783 |   |      |   | 65,056,537 |  
|Diluted                                          |  |                              | 65,807,605 |   |      |   | 65,867,032 |  



See accompanying notes to
consolidated financial statements.



- 2 -



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PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



BlackRock, Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

(unaudited)



|                                                                              |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                              |  | Three months endedMarch 31, |        
|                                                                              |  | 2004                        |         |   | 2003 |  
|Cash flows from operating activities                                          |  |                             |         |   |      |   |         |  
|Net income                                                                    |  | $                           | 55,207  |   |      | $ | 35,320  |  
|Adjustments to reconcile net income to net cash used in operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                                 |  |                             | 4,949   |   |      |   | 5,295   |  
|Impairment of intangible assets                                               |  |                             | 6,097   |   |      |   |        |  
|Minority interest                                                             |  |                             | 284     |   |      |   |        |  
|Stock-based compensation                                                      |  |                             | 4,269   |   |      |   | 2,614   |  
|Deferred income taxes                                                         |  |                             | 6,467   |   |      |   | 1,101   |  
|Tax impact of stock-based compensation                                        |  |                             | (407    | ) |      |   | 4,167   |  
|Net gain on investments                                                       |  |                             | (1,627  | ) |      |   | (248    | )
|Changes in operating assets and liabilities:                                  |  |                             |         |   |      |   |         |  
|Increase in accounts receivable                                               |  |                             | (20,926 | ) |      |   | (1,231  | )
|Increase in investments, trading, net                                         |  |                             | (10,281 | ) |      |   | (17,836 | )
|Increase in receivable from affiliates                                        |  |                             | (37     | ) |      |   | (226    | )
|Decrease (increase) in other assets                                           |  |                             | 470     |   |      |   | (558    | )
|Decrease in accrued compensation                                              |  |                             | (83,939 | ) |      |   | (75,071 | )
|Increase in accounts payable and accrued liabilities                          |  |                             | 6,866   |   |      |   | 16,866  |  
|(Decrease) increase in other liabilities                                      |  |                             | (1,265  | ) |      |   | 1,160   |  
|                                                                              |  |                             |         |   |      |   |         |  
|Cash used in operating activities                                             |  |                             | (33,873 | ) |      |   | (28,647 | )
|                                                                              |  |                             |         |   |      |   |         |  
|Cash flows from investing activities                                          |  |                             |         |   |      |   |         |  
|Purchase of property and equipment                                            |  |                             | (4,586  | ) |      |   | (3,355  | )
|Purchase of investments                                                       |  |                             | (10,059 | ) |      |   | (25,660 | )
|Sale of investments                                                           |  |                             | 76,180  |   |      |   | 8,292   |  
|Deemed cash contribution upon consolidation of VIE                            |  |                             | 6,412   |   |      |   |        |  
|Acquisition of business, net of cash acquired                                 |  |                             | (73     | ) |      |   | (260    | )
|                                                                              |  |                             |         |   |      |   |         |  
|Cash provided by (used in) investing activities                               |  |                             | 67,874  |   |      |   | (20,983 | )
|                                                                              |  |                             |         |   |      |   |         |  
|Cash flows from financing activities                                          |  |                             |         |   |      |   |         |  
|Issuance of class A common stock                                              |  |                             |        |   |      |   | 562     |  
|Dividends paid                                                                |  |                             | (15,906 | ) |      |   |        |  
|Dividends paid to minority interest holders                                   |  |                             | (110    | ) |      |   |        |  
|Purchase of treasury stock                                                    |  |                             | (40,426 | ) |      |   | (16,463 | )
|Reissuance of treasury stock                                                  |  |                             | 6,643   |   |      |   | 1,866   |  
|                                                                              |  |                             |         |   |      |   |         |  
|Cash used in financing activities                                             |  |                             | (49,799 | ) |      |   | (14,035 | )
|                                                                              |  |                             |         |   |      |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                  |  |                             | 966     |   |      |   | (355    | )
|Net decrease in cash and cash equivalents                                     |  |                             | (14,832 | ) |      |   | (64,020 | )
|Cash and cash equivalents, beginning of period                                |  |                             | 315,941 |   |      |   | 255,234 |  
|                                                                              |  |                             |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                      |  | $                           | 301,109 |   |      | $ | 191,214 |  
|                                                                              |  |                             |         |   |      |   |         |  



- 3 -



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PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



BlackRock, Inc.

Notes to Consolidated Financial Statements

Three Months Ended March 31, 2004 and 2003

(Dollar amounts in thousands, except share data)

(unaudited)



|1. |  | Significant Accounting Policies
|-- |  | -------------------------------



Basis of Presentation



The consolidated interim financial statements of BlackRock, Inc. and its subsidiaries (BlackRock or the Company) included herein have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for
complete financial statements. These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2003. The Company follows the same accounting policies in the preparation of interim reports as set forth in the annual report. In the opinion of management, the consolidated financial statements reflect all
adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and cash flows of BlackRock for the interim periods presented and are not necessarily indicative of a full
years results.



In preparing the consolidated financial statements,
management is required to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.



Investments



Readily Marketable Securities



The accounting method used for the Companys readily marketable securities is dependent upon the Companys ownership level. If the Company does not possess
significant influence over the issuers operations, the securities are classified as trading or available for sale, depending on the Companys intent on holding the security. Investments, trading, primarily represent investments made by
the Company in certain of the BlackRock Funds which are held in a Rabbi trust with respect to senior employee elections under BlackRock deferred compensation plans and are recorded at fair market value with unrealized gains and losses
included in the accompanying consolidated statements of income as investment income (expense), net. Investments, available for sale, consist primarily of corporate investments in BlackRock funds and municipal bonds. The resulting unrealized gains
and losses on investments, available for sale, are included in the accumulated other comprehensive income or loss component of stockholders equity, net of tax. If the Company holds significant influence over the issuer of a readily marketable
equity security, the investment is accounted for under the equity method of accounting and included in investments, other. The Companys share of the investees net income is included in investment income (expense), net.



- 4 -



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PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|1. |  | Significant Accounting Policies (continued)
|-- |  | -------------------------------------------



Investments (continued)



Nonmarketable Equity Securities



Items
classified as investments, other, consist primarily of certain institutional and private placement portfolios (alternative investment products) and operating joint ventures undertaken by the Company and are accounted for using the cost
or equity methods of accounting. If the Company has significant influence over the investees operations, the equity method of accounting is used and the Companys share of the investees net income is recorded as investment income
(expense), net, for alternative investment products and other income for operating joint ventures. If the Company does not maintain significant influence over the investees operations, the cost method of accounting is used.



Realized gains and losses on trading, available for sale and other investments are calculated
on a specific identification basis and, along with interest and dividend income, are included in investment income (expense), net, in the accompanying consolidated statements of income.The Companys management periodically assesses
impairment on investments to determine if it is other than temporary. Several of the Companys available for sale investments represent interests in collateralized debt obligations in which the Company acts in the capacity of collateral
manager. The Company reviews cash flow estimates throughout the life of each collateralized debt obligation to determine if an impairment charge is required to be taken through current earnings. If the updated estimate of future cash flows (taking
into account both timing and amount) is less than the last revised estimate, an impairment is recognized based on the excess of the carrying amount of the investment over its fair value. In evaluating impairments on all other available for sale and
other securities, the Company considers the length of time and the extent to which the securitys market value, if determinable, has been less than its cost, the financial condition and near-term prospects of the securitys issuer and the
Companys intended holding period for the security. Any impairment on investments which is deemed other than temporary is recorded in investment income (expense), net, on the consolidated statements of income as a realized loss.



- 5 -



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PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|1. |  | Significant Accounting Policies (continued)
|-- |  | -------------------------------------------



Stock-Based Compensation



The Company accounts for stock-based employee compensation plans under the fair value recognition provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, prospectively to all employee awards granted, modified or
settled after January 1, 2003. Awards under the Companys plans vest over periods ranging from two to four years. Therefore, the cost related to stock-based employee compensation included in net income for the three month periods ended March
31, 2004 and 2003 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The following table illustrates the effect on net income and
earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period.



|                                                                                                                                            |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                            |  | Three months endedMarch 31, |       
|                                                                                                                                            |  | 2004                        |        |   | 2003 |  
|Net income, as reported                                                                                                                     |  | $                           | 55,207 |   |      | $ | 35,320 |  
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                                  |  |                             | 1,063  |   |      |   | 240    |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             | (3,635 | ) |      |   | (3,658 | )
|                                                                                                                                            |  |                             |        |   |      |   |        |  
|Pro forma net income                                                                                                                        |  | $                           | 52,635 |   |      | $ | 31,902 |  
|                                                                                                                                            |  |                             |        |   |      |   |        |  
|Earnings per share:                                                                                                                         |  |                             |        |   |      |   |        |  
|Basic - as reported                                                                                                                         |  | $                           | 0.87   |   |      | $ | 0.54   |  
|Basic - pro forma                                                                                                                           |  | $                           | 0.83   |   |      | $ | 0.49   |  
|                                                                                                                                            |  |                            
|Diluted - as reported                                                                                                                       |  | $                           | 0.84   |   |      | $ | 0.54   |  
|Diluted - pro forma                                                                                                                         |  | $                           | 0.80   |   |      | $ | 0.48   |  



Recent Accounting Development



In December 2003, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN 46R). FIN 46R addresses the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, to variable interest entities (VIE) and generally would require that the assets, liabilities and results of operations of a VIE be consolidated into the financial statements of the enterprise that has a
controlling financial interest in it. The interpretation provides a framework for determining whether an entity should be evaluated for consolidation based on voting interests or significant financial support provided to the entity (variable
interests).



- 6 -



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PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|1. |  | Significant Accounting Policies (continued)
|-- |  | -------------------------------------------



Recent Accounting Development (continued)



An entity is classified as a VIE if total equity is not sufficient to permit the entity to finance its activities without additional subordinated financial support or its
equity investors lack the direct or indirect ability to make decisions about an entitys activities through voting rights, absorb the expected losses of the entity if they occur or receive the expected residual returns of the entity if they
occur. Once an entity is determined to be a VIE, its assets, liabilities and results of operations should be consolidated with those of its primary beneficiary. The primary beneficiary of a VIE is the entity which either will absorb a majority of
the VIEs expected losses or has the right to receive a majority of the VIEs expected residual returns. The expected losses and residual returns of a VIE include expected variability in its net income or loss, fees to decision makers and
fees to guarantors of substantially all VIE assets or liabilities and are calculated in accordance with Statement of Financial Accounting Concepts No. 7, Using Cash Flow Information and Present Value in Accounting Measurements.



A public enterprise with a variable interest in a VIE must apply FIN 46R to
that VIE no later than the end of the first reporting period that ends after March 15, 2004, with the exception of special purpose entities (SPEs), as defined. A public enterprise with a variable interest in an SPE which has been deemed
a VIE must apply FIN 46R to that VIE no later than the end of the first reporting period that ends after December 15, 2003. Additionally, if it is reasonably possible that an enterprise will consolidate or disclose information about a VIE when the
guidance becomes effective, there are several disclosure requirements effective for all financial statements issued after January 31, 2003. The Company has included the required disclosures for VIEs in which it has significant involvement in the
notes to these consolidated financial statements.



Pursuant to the conceptual
framework set forth in FIN 46R, the Companys management has concluded that BlackRock is the primary beneficiary of a strategic joint venture which was previously treated as an equity method investment. The aggregate statement of financial
condition for the joint venture consolidated on January 1, 2004 is as follows:



|                                         |  |                 |       
|---------------------------------------- |  | --------------- | ------
|                                         |  | January 1, 2004
|Assets                                   |  |                 |       
|Cash and cash equivalents                |  | $               | 6,412 
|Accounts receivable                      |  |                 | 2,564 
|Property and equipment, net              |  |                 | 842   
|Other assets                             |  |                 | 936   
|                                         |  |                 |       
|Total assets                             |  | $               | 10,754
|                                         |  |                 |       
|Liabilities and Minority Interest        |  |                 |       
|Accounts payable and accrued liabilities |  | $               | 4,499 
|Other liabilities                        |  |                 | 75    
|                                         |  |                 |       
|Total liabilities                        |  |                 | 4,574 
|                                         | 
|Minority interest                        |  |                 | 3,906 
|                                         |  |                 |       
|Total liabilities and minority interest  |  | $               | 8,480 
|                                         |  |                 |       



- 7 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|1. |  | Significant Accounting Policies (continued)
|-- |  | -------------------------------------------



Reclassification of Prior Periods Statements



Certain items previously reported have been reclassified to conform with the current period presentation.



|2. |  | Investments
|-- |  | -----------



A summary of the cost and carrying value of investments, available for sale, is as follows:



|                                      |  |      |         |                  |   |        |                |   |        |   |  |   |        
|------------------------------------- |  | ---- | ------- | ---------------- | - | ------ | -------------- | - | ------ | - |  | - | -------
|                                      |  |      |         | Gross Unrealized |   |        | Carrying Value
|March 31, 2004                        |  | Cost |         | Gains            |   | Losses |                |  
|Mutual funds                          |  | $    | 53,638  |                  | $ | 251    |                | $ | 0      |   |  | $ | 53,889 
|Municipal debt securities             |  |      | 27,361  |                  |   |       |                |   | (177   | ) |  |   | 27,184 
|Collateralized debt obligations       |  |      | 11,006  |                  |   | 1,920  |                |   |       |   |  |   | 12,926 
|                                      |  |      |         |                  |   |        |                |   |        |   |  |   |        
|Total investments, available for sale |  | $    | 92,005  |                  | $ | 2,171  |                | $ | (177   | ) |  | $ | 93,999 
|                                      |  |      |         |                  |   |        |                |   |        |   |  |   |        
|                                      |  |      |         |                 
|December 31, 2003                     |  |      |         |                  |   |        |                |   |       
|Mutual funds                          |  | $    | 78,913  |                  | $ | 147    |                | $ | (834   | ) |  | $ | 78,226 
|Municipal debt securities             |  |      | 77,061  |                  |   | 638    |                |   | (721   | ) |  |   | 76,978 
|Collateralized debt obligations       |  |      | 11,752  |                  |   | 4,070  |                |   |       |   |  |   | 15,822 
|                                      |  |      |         |                  |   |        |                |   |        |   |  |   |        
|Total investments, available for sale |  | $    | 167,726 |                  | $ | 4,855  |                | $ | (1,555 | ) |  | $ | 171,026
|                                      |  |      |         |                  |   |        |                |   |        |   |  |   |        



All municipal debt securities have a
maturity date in excess of ten years and an investment rating (provided by major rating agencies) of AAA or its equivalent.



- 8 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|2. |  | Investments (continued)
|-- |  | -----------------------



A summary of the cost and carrying value of investments, trading and other, is as follows:



|                                     |  |      |        |               |   |       
|------------------------------------ |  | ---- | ------ | ------------- | - | ------
|March 31, 2004                       |  | Cost |        | CarryingValue
|Mutual funds                         |  | $    | 15,809 |               | $ | 17,129
|Equity securities                    |  |      | 5,977  |               |   | 8,348 
|                                     |  |      |        |               |   |       
|Total investments, trading           |  |      | 21,786 |               |   | 25,477
|                                     |  |      |        |               |   |       
|Mutual funds                         |  |      | 6,795  |               |   | 6,193 
|Other                                |  |      | 49,886 |               |   | 51,619
|                                     |  |      |        |               |   |       
|Total investments, other             |  |      | 56,681 |               |   | 57,812
|                                     |  |      |        |               |   |       
|Total investments, trading and other |  | $    | 78,467 |               | $ | 83,289
|                                     |  |      |        |               |   |       
|                                     |  |     
|December 31, 2003                    |  |      |        |              
|Mutual funds                         |  | $    | 9,573  |               | $ | 10,648
|Equity securities                    |  |      | 5,976  |               |   | 8,021 
|                                     |  |      |        |               |   |       
|Total investments, trading           |  |      | 15,549 |               |   | 18,669
|                                     |  |      |        |               |   |       
|Mutual funds                         |  |      | 6,795  |               |   | 5,801 
|Other                                |  |      | 36,496 |               |   | 39,427
|                                     |  |      |        |               |   |       
|Total investments, other             |  |      | 43,291 |               |   | 45,228
|                                     |  |      |        |               |   |       
|Total investments, trading and other |  | $    | 58,840 |               | $ | 63,897
|                                     |  |      |        |               |   |       



- 9 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|3. |  | Other Income
|-- |  | ------------



Other income consists of the following:



|                      |  |                             |        |      |   |       
|--------------------- |  | --------------------------- | ------ | ---- | - | ------
|                      |  | Three months endedMarch 31,
|                      |  | 2004                        |        | 2003
|BlackRock Solutions   |  | $                           | 19,039 |      | $ | 13,981
|Investment accounting |  |                             | 1,491  |      |   | 1,152 
|Other                 |  |                             | 976    |      |   | 1,253 
|                      |  |                             |        |      |   |       
|                      |  | $                           | 21,506 |      | $ | 16,386
|                      |  |                             |        |      |   |       



|4. |  | Intangible Assets
|-- |  | -----------------



Intangible assets at March 31, 2004 and December 31, 2003 consist of the following:



|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|------------------------------------------------ |  | --------------------------------- |  | ------------------- | ------- | ----------------------- | - | ---------------------- |  | - | -------
|                                                 |  |                                   |  | March 31, 2004     
|                                                 |  | Weighted-avg.estimateduseful life |  | GrossCarryingAmount |         | AccumulatedAmortization |   | TotalIntangible Assets
|Goodwill                                         |  | N/A                               |  | $                   | 243,787 |                         | $ | 65,842                 |  | $ | 177,945
|Management contracts acquired                    |  | N/A                               |  |                     | 2,842   |                         |   |                       |  |   | 2,842  
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Total goodwill and unamortized intangible assets |  |                                   |  |                     | 246,629 |                         |   | 65,842                 |  |   | 180,787
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Management contract acquired                     |  | 10.0                              |  |                     | 8,040   |                         |   | 3,115                  |  |   | 4,925  
|Other                                            |  | 2.2                               |  |                     | 286     |                         |   | 174                    |  |   | 112    
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Total amortized intangible assets                |  | 9.7                               |  |                     | 8,326   |                         |   | 3,289                  |  |   | 5,037  
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Total intangible assets                          |  |                                   |  | $                   | 254,955 |                         | $ | 69,131                 |  | $ | 185,824
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        



|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|------------------------------------------------ |  | --------------------------------- |  | ------------------- | ------- | ----------------------- | - | ---------------------- |  | - | -------
|                                                 |  |                                   |  | December 31, 2003  
|                                                 |  | Weighted-avg.estimateduseful life |  | GrossCarryingAmount |         | AccumulatedAmortization |   | TotalIntangible Assets
|Goodwill                                         |  | N/A                               |  | $                   | 243,787 |                         | $ | 65,842                 |  | $ | 177,945
|Management contracts acquired                    |  | N/A                               |  |                     | 8,866   |                         |   |                       |  |   | 8,866  
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Total goodwill and unamortized intangible assets |  |                                   |  |                     | 252,653 |                         |   | 65,842                 |  |   | 186,811
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Management contract acquired                     |  | 10.0                              |  |                     | 8,040   |                         |   | 2,915                  |  |   | 5,125  
|Other                                            |  | 2.2                               |  |                     | 286     |                         |   | 143                    |  |   | 143    
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Total amortized intangible assets                |  | 9.7                               |  |                     | 8,326   |                         |   | 3,058                  |  |   | 5,268  
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        
|Total intangible assets                          |  |                                   |  | $                   | 260,979 |                         | $ | 68,900                 |  | $ | 192,079
|                                                 |  |                                   |  |                     |         |                         |   |                        |  |   |        



- 10 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|4. |  | Intangible Assets (continued)
|-- |  | -----------------------------



The $6,024 decrease in management contracts acquired, not subject to amortization, during the three months ended March 31, 2004 primarily represents the write-off of the
carrying value attributable to a management contract acquired during 2002. During the three months ended March 31, 2004, the respective funds portfolio manager resigned from the Company. As a result, the Company commenced an orderly
liquidation of those funds and recognized an impairment charge of $6,097 in impairment of intangible assets on the Companys consolidated statement of income.



|5. |  | BlackRock Inc. Long Term Retention and Incentive Plan (LTIP)
|-- |  | --------------------------------------------------------------



The LTIP permits the grant of up to $240,000 in deferred compensation awards (the LTIP Awards), subject to the achievement of
certain performance hurdles by the Company no later than March 2007. As of March 31, 2004, the Company has awarded approximately $216,100 in LTIP Awards. If the performance hurdles are achieved, the LTIP Awards will be funded with up to 4 million
shares of BlackRock common stock to be surrendered by The PNC Financial Services Group, Inc. (PNC) and distributed to LTIP participants, less income tax withholding. In addition, distributed shares to LTIP participants will include an
option to put such distributed shares back to BlackRock at fair market value. BlackRock will fund the remainder of the LTIP Awards with up to $40,000 in cash.



The LTIP Awards will fully vest at the end of any consecutive three-month period beginning in 2005 or 2006 during which the daily average closing price of the
Companys common stock is at least $62 per share, subject to approval by BlackRock stockholders at the Companys annual meeting in May 2004. If that performance hurdle is not achieved, the Companys Compensation Committee of its Board
of Directors may, in its sole discretion, vest a portion of the LTIP Awards if the Company realizes compound annual growth in diluted earnings per share of at least 10% from January 1, 2002 to December 31, 2006 and the Companys publicly-traded
stock performs in the top half of its peer group during that time. There will be no expense recognition associated with the LTIP awards unless a full or partial vesting is considered probable and estimable.



Subsequent to March 31, 2004, the Companys common stock has, at times, traded in excess
of $62 per share. Assuming the LTIP Awards vest by March 31, 2005, the Company will record a one-time charge of approximately $97,500, net of tax, on March 31, 2005 and quarterly expense of approximately $7,500, net of tax, through December 31,
2006, the end of the plans service period. If the vesting date is later than March 31, 2005, the one-time charge will increase in an amount equal to the pro rata portion of the service period completed.



- 11 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|6. |  | Common Stock
|-- |  | ------------



BlackRocks class A, $0.01 par value, common stock authorized was 250,000,000 shares as of March 31, 2004 and December 31, 2003, respectively. BlackRocks class B, $0.01 par value, common stock authorized
was 100,000,000 shares as of March 31, 2004 and December 31, 2003, respectively.



The Companys common stock issued and outstanding and related activity during the three month period ended March 31, 2004 consists of the following:



|                                             |  |                     |  |            |                       |  |          |                          |  |          |   |  |            |   |  |            |  
|-------------------------------------------- |  | ------------------- |  | ---------- | --------------------- |  | -------- | ------------------------ |  | -------- | - |  | ---------- | - |  | ---------- | -
|                                             |  | Shares issued       |  |            |                       | 
|                                             |  | Common shares Class |  |            | Treasury shares Class |  |          | Shares outstanding Class | 
|                                             |  | A                   |  | B          |                       |  | A        |                          |  | B        |   |  | A          |   |  | B          |  
|December 31, 2003                            |  | 19,243,878          |  | 46,120,737 |                       |  | (954,067 | )                        |  | (313,626 | ) |  | 18,289,811 |   |  | 45,807,111 |  
|Conversion of class B stock to class A stock |  |                    |  | (47,523    | )                     |  | 47,523   |                          |  |         |   |  | 47,523     |   |  | (47,523    | )
|Issuance of class A common stock             |  |                    |  |           |                       |  | 224,641  |                          |  |         |   |  | 224,641    |   |  |           |  
|Treasury stock transactions                  |  |                    |  |           |                       |  | (215,000 | )                        |  | (475,575 | ) |  | (215,000   | ) |  | (475,575   | )
|                                             |  |                     |  |            |                       |  |          |                          |  |          |   |  |            |   |  |            |  
|March 31, 2004                               |  | 19,243,878          |  | 46,073,214 |                       |  | (896,903 | )                        |  | (789,201 | ) |  | 18,346,975 |   |  | 45,284,013 |  
|                                             |  |                     |  |            |                       |  |          |                          |  |          |   |  |            |   |  |            |  



|7. |  | Earnings Per Share
|-- |  | ------------------



The following table sets forth the computation of basic and diluted earnings per share:



|                                             |  |                              |            |      |   |           
|-------------------------------------------- |  | ---------------------------- | ---------- | ---- | - | ----------
|                                             |  | Three months ended March 31,
|                                             |  | 2004                         |            | 2003
|Net income                                   |  | $                            | 55,207     |      | $ | 35,320    
|                                             |  |                              |            |      |   |           
|Basic weighted-average shares outstanding    |  |                              | 63,775,783 |      |   | 65,056,537
|Dilutive potential shares from stock options |  |                              | 2,031,821  |      |   | 810,495   
|                                             |  |                              |            |      |   |           
|Dilutive weighted-average shares outstanding |  |                              | 65,807,605 |      |   | 65,867,032
|                                             |  |                              |            |      |   |           
|Basic earnings per share                     |  | $                            | 0.87       |      | $ | 0.54      
|                                             |  |                              |            |      |   |           
|Diluted earnings per share                   |  | $                            | 0.84       |      | $ | 0.54      
|                                             |  |                              |            |      |   |           



- 12 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|8. |  | Supplemental Statements of Cash Flow Information
|-- |  | ------------------------------------------------



Supplemental disclosure of cash flow information:



|                           |  |                              |        |      |   |      
|-------------------------- |  | ---------------------------- | ------ | ---- | - | -----
|                           |  | Three months ended March 31,
|                           |  | 2004                         |        | 2003
|Cash paid for income taxes |  | $                            | 19,612 |      | $ | 2,635
|                           |  |                              |        |      |   |      



Supplemental schedule of noncash
transactions:



|                                                                       |  |                              |       |      |   |      
|---------------------------------------------------------------------- |  | ---------------------------- | ----- | ---- | - | -----
|                                                                       |  | Three months ended March 31,
|                                                                       |  | 2004                         |       | 2003
|Stock-based compensation                                               |  | $                            | 0     |      | $ | 5,395
|                                                                       |  |                              |       |      |   |      
|Reissuance of treasury stock, class A, at a discount to its cost basis |  | $                            | 3,042 |      | $ | 9,728
|                                                                       |  |                              |       |      |   |      



|9. |  | Income Taxes
|-- |  | ------------



PNC and BlackRock have entered into a tax disaffiliation agreement that sets forth each partys rights and obligations with respect to income tax payments and refunds and addresses related matters such as the
filing of tax returns and the conduct of audits or other proceedings involving claims made by taxing authorities.



For the calendar year which includes the three months ended March 31, 2004, BlackRock will file its own consolidated federal income tax return and will file selected
state and municipal income tax returns separately and selected state and municipal income tax returns with one or more PNC subsidiaries on a combined or unitary basis. When BlackRock is included in a groups combined or unitary state or
municipal income tax filing with PNC subsidiaries, BlackRocks share of the liability generally will be based upon an allocation to BlackRock of a percentage of the total tax liability based upon BlackRocks level of activity in such state
or municipality.



- 13 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|9. |  | Income Taxes (continued)
|-- |  | ------------------------



The provision (benefit) for income taxes consists of the following:



|                                          |  |                              |        |   |      |   |        |  
|----------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                          |  | Three months ended March 31, |       
|                                          |  | 2004                         |        |   | 2003 |  
|Current:                                  |  |                              |        |   |      |   |        |  
|Federal                                   |  | $                            | 18,443 |   |      | $ | 17,761 |  
|State and local                           |  |                              | 2,678  |   |      |   | 2,829  |  
|Foreign                                   |  |                              | 1,169  |   |      |   | 420    |  
|Impact of New York State audit resolution |  |                              | (8,659 | ) |      |   |       |  
|                                          |  |                              |        |   |      |   |        |  
|Total current                             |  |                              | 13,622 |   |      |   | 21,010 |  
|                                          |  |                              |        |   |      |   |        |  
|Deferred:                                 |  |                              |        |   |      |   |        |  
|Federal                                   |  |                              | 6,818  |   |      |   | 1,894  |  
|State and local                           |  |                              | (351   | ) |      |   | (793   | )
|                                          |  |                              |        |   |      |   |        |  
|Total deferred                            |  |                              | 6,467  |   |      |   | 1,101  |  
|                                          |  |                              |        |   |      |   |        |  
|Total                                     |  | $                            | 20,089 |   |      | $ | 22,111 |  
|                                          |  |                              |        |   |      |   |        |  



The tax effects of temporary
differences that give rise to significant portions of deferred tax assets and liabilities, which are shown net in accounts payable and accrued liabilities-affiliate in the consolidated statements of financial condition, consist of the following:



|                                   |  |                |        |   |                  |   |       
|---------------------------------- |  | -------------- | ------ | - | ---------------- | - | ------
|                                   |  | March 31, 2004 |        |   | December 31,2003
|Deferred tax assets:               |  |                |        |   |                  |   |       
|Compensation and benefits          |  | $              | 26,725 |   |                  | $ | 28,942
|Deferred state income taxes        |  |                | 3,706  |   |                  |   | 8,913 
|Deferred revenue                   |  |                | 2,027  |   |                  |   | 3,292 
|Other                              |  |                | 2,402  |   |                  |   | 1,769 
|                                   |  |                |        |   |                  |   |       
|Gross deferred tax asset           |  |                | 34,860 |   |                  |   | 42,916
|                                   |  |                |        |   |                  |   |       
|Deferred tax liabilities:          |  |                |        |   |                  |   |       
|Goodwill                           |  |                | 33,202 |   |                  |   | 34,990
|Depreciation                       |  |                | 3,009  |   |                  |   | 3,213 
|Other                              |  |                | 4,612  |   |                  |   | 3,620 
|                                   |  |                |        |   |                  |   |       
|Gross deferred tax liability       |  |                | 40,823 |   |                  |   | 41,823
|                                   |  |                |        |   |                  |   |       
|Net deferred tax asset (liability) |  | ($             | 5,963  | ) |                  | $ | 1,093 
|                                   |  |                |        |   |                  |   |       



- 14 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



9. Income Taxes (continued)



A reconciliation of income tax
expense with expected federal income tax expense computed at the applicable federal income tax rate of 35% is as follows:



|                                                    |  |                              |        |   |   |       |   |      |   |        |   |  |      |  
|--------------------------------------------------- |  | ---------------------------- | ------ | - | - | ----- | - | ---- | - | ------ | - |  | ---- | -
|                                                    |  | Three months ended March 31, |       
|                                                    |  | 2004                         |        |   | % |       |   | 2003 |   |        | % | 
|Expected income tax expense                         |  | $                            | 26,453 |   |   | 35.0  | % |      | $ | 20,101 |   |  | 35.0 | %
|Increase (decrease) in income taxes resulting from: |  |                              |        |   |   |       |   |      |   |        |   |  |      |  
|New York State audit resolution                     |  |                              | (8,659 | ) |   | (11.4 | ) |      |   |       |   |  |     |  
|Tax-exempt interest income                          |  |                              | (392   | ) |   | (0.5  | ) |      |   |       |   |  |     |  
|State and local taxes                               |  |                              | 1,652  |   |   | 2.1   |   |      |   | 1,323  |   |  | 2.3  |  
|Foreign taxes                                       |  |                              | 299    |   |   | 0.4   |   |      |   | (23    | ) |  |     |  
|Other                                               |  |                              | 736    |   |   | 1.0   |   |      |   | 710    |   |  | 1.2  |  
|                                                    |  |                              |        |   |   |       |   |      |   |        |   |  |      |  
|Income tax expense                                  |  | $                            | 20,089 |   |   | 26.6  | % |      | $ | 22,111 |   |  | 38.5 | %
|                                                    |  |                              |        |   |   |       |   |      |   |        |   |  |      |  



|10. |  | Variable Interest Entities Not Subject to Consolidation
|--- |  | -------------------------------------------------------



BlackRock acts as collateral manager for six collateralized debt obligations (CDO). The CDOs invest in high yield securities and bank loans, among other
investments, and offer opportunity for high return and are subject to greater risk than traditional investment products. These CDOs are structured to take advantage of the yield differential between their assets and liabilities and have terms to
maturity of eight to twelve years when issued. As of March 31, 2004, the aggregate assets and debt of the CDOs were approximately $2,800,000 and $2,400,000, respectively. BlackRocks equity ownership, which represents the extent of the
Companys risk of loss, was approximately $12,926 at March 31, 2004. Management has concluded that BlackRock is not the primary beneficiary of the CDOs and therefore the Company has not consolidated the CDOs assets, liabilities and
results of operations.



BlackRock acts as trading adviser and special member to
an entity which has created a series of municipal securities trusts in which the entity has retained interests. These trusts purchase fixed-rate, long-term, highly rated municipal bonds financed by the issuance of trust certificates. The trust
certificates entitle the holder to receive future payments of principal and variable interest and to tender such certificates at the option of the holder on a periodic basis. A third party acts as placement agent for the entity and the trusts and as
liquidity provider to the trusts. As of March 31, 2004, the aggregate assets and debt of this entity (including the trusts) were approximately $689,000 and $449,000, respectively. BlackRocks equity ownership, which represents the extent of the
Companys risk of loss, was $11,000 at March 31, 2004. Management has concluded that BlackRock is not the primary beneficiary of this entity and therefore the Company has not consolidated this entitys assets, liabilities and results of
operations.



- 15 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)



|11. |  | Comprehensive Income
|--- |  | --------------------



|                                                                                                           |  |                              |        |   |      |   |        |  
|---------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                           |  | Three months ended March 31, |       
|                                                                                                           |  | 2004                         |        |   | 2003 |  
|Net income                                                                                                 |  | $                            | 55,207 |   |      | $ | 35,320 |  
|Other comprehensive gain (loss):                                                                           |  |                              |        |   |      |   |        |  
|Unrealized gain (loss) from investments, available for sale, net of taxes of ($445) and $177, respectively |  |                              | (704   | ) |      |   | 443    |  
|Foreign currency translation gain (loss)                                                                   |  |                              | 966    |   |      |   | (354   | )
|                                                                                                           |  |                              |        |   |      |   |        |  
|Comprehensive income                                                                                       |  | $                            | 55,469 |   |      | $ | 35,409 |  
|                                                                                                           |  |                              |        |   |      |   |        |  



|12. |  | Subsequent Event
|--- |  | ----------------



In April 2004, the Company sold its interest in Trepp LLC, a leading provider of commercial mortgage backed security information, analytics and technology. The Company will report a pretax gain of approximately $3,000
for the three months ended June 30, 2004 from this transaction, reflecting proceeds of $13,250 less minority interest and incentive compensation of approximately $9,900.



- 16 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



BlackRock, Inc., a Delaware corporation (together, with its subsidiaries, BlackRock or the Company), is one of the largest publicly traded
investment management firms in the United States with approximately $320.7 billion of assets under management at March 31, 2004. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity,
fixed income, liquidity and alternative investment separate accounts and mutual funds, including BlackRock Funds and BlackRock Liquidity Funds. In addition, BlackRock provides risk management and investment system services and products
to institutional investors under the BlackRock Solutions name. BlackRock is a majority-owned indirect subsidiary of The PNC Financial Services Group, Inc. (PNC), one of the nations largest diversified financial services
organizations providing regional community banking; wholesale banking, including corporate banking, real estate finance and asset-based lending; wealth management; asset management and global fund services. As of March 31, 2004, PNC indirectly owned
approximately 71% of BlackRock.



The following table summarizes
BlackRocks operating performance for the three months ended March 31, 2004, December 31, 2003 and March 31, 2003:



BlackRock, Inc.

Financial Highlights

(Dollar amounts in thousands, except share data or otherwise stated)

(unaudited)



|                                        |  |                    |            |   |                  |   |            |                |        |   |                   |   |  |   |         |   |   |    |   |  |   |         |  |    |  
|--------------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | -------------- | ------ | - | ----------------- | - |  | - | ------- | - | - | -- | - |  | - | ------- |  | -- | -
|                                        |  | Three months ended |            |   | Variance vs.     |  
|                                        |  | March 31,          |            |   | December 31,2003 |   |            | March 31, 2003 |        |   | December 31, 2003 |  
|                                        |  | 2004               |            |   | 2003             |   |            |                | Amount |   |                   | % |  |   | Amount  |   | % |   
|Total revenue                           |  | $                  | 181,823    |   |                  | $ | 142,751    |                |        | $ | 161,211           |   |  | $ | 39,072  |   |   | 27 | % |  | $ | 20,612  |  | 13 | %
|Total expense                           |  | $                  | 112,056    |   |                  | $ | 88,685     |                |        | $ | 99,457            |   |  | $ | 23,371  |   |   | 26 | % |  | $ | 12,599  |  | 13 | %
|Operating income                        |  | $                  | 69,767     |   |                  | $ | 54,066     |                |        | $ | 61,754            |   |  | $ | 15,701  |   |   | 29 | % |  | $ | 8,013   |  | 13 | %
|Net income                              |  | $                  | 55,207     |   |                  | $ | 35,320     |                |        | $ | 41,355            |   |  | $ | 19,887  |   |   | 56 | % |  | $ | 13,852  |  | 33 | %
|Diluted earnings per share              |  | $                  | 0.84       |   |                  | $ | 0.54       |                |        | $ | 0.63              |   |  | $ | 0.30    |   |   | 56 | % |  | $ | 0.21    |  | 33 | %
|Average diluted shares outstanding      |  |                    | 65,807,605 |   |                  |   | 65,867,032 |                |        |   | 65,634,589        |   |  |   | (59,427 | ) |   | 0  | % |  |   | 173,016 |  | 0  | %
|Operating margin(a)                     |  |                    | 40.2       | % |                  |   | 40.1       | %              |        |   | 40.7              | % |  |   |         |   |   |    |   |  |   |         |  |    |  
|Assets under management ($ in millions) |  | $                  | 320,672    |   |                  | $ | 273,599    |                |        | $ | 309,356           |   |  | $ | 47,073  |   |   | 17 | % |  | $ | 11,316  |  | 4  | %



- 17 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations(continued)



BlackRock, Inc.

Financial Highlights
(continued)

(Dollar amounts in thousands, except share data or otherwise stated)

(unaudited)



(a) Operating
income divided by total revenue less fund administration and servicing costs. Computations for all periods presented include affiliated and non-alliliated fund administration and servicing expense reported as a separate income statement line item
and are derived from the Companys consolidated financial statements, as follows:



|                                              |  |                    |         |   |              |   |         |      |  |   |         |  
|--------------------------------------------- |  | ------------------ | ------- | - | ------------ | - | ------- | ---- |  | - | ------- | -
|                                              |  | Three months ended |        
|                                              |  | March 31,          |         |   | December 31, |  
|                                              |  | 2004               |         |   | 2003         |   |         | 2003 | 
|Operating income, as reported                 |  | $                  | 69,767  |   |              | $ | 54,066  |      |  | $ | 61,754  |  
|                                              |  |                    |         |   |              |   |         |      |  |   |         |  
|Revenue, as reported                          |  |                    | 181,823 |   |              |   | 142,751 |      |  |   | 161,211 |  
|Less: fund administration and servicing costs |  |                    | (8,360  | ) |              |   | (7,958  | )    |  |   | (9,393  | )
|                                              |  |                    |         |   |              |   |         |      |  |   |         |  
|Revenue used for operating margin measurement |  |                    | 173,463 |   |              |   | 134,793 |      |  |   | 151,818 |  
|                                              |  |                    |         |   |              |   |         |      |  |   |         |  
|Operating margin                              |  |                    | 38.4    | % |              |   | 37.9    | %    |  |   | 38.3    | %
|                                              |  |                    |         |   |              |   |         |      |  |   |         |  
|Operating margin, as reported                 |  |                    | 40.2    | % |              |   | 40.1    | %    |  |   | 40.7    | %
|                                              |  |                    |         |   |              |   |         |      |  |   |         |  



We believe that operating margin, as
reported, is a more relevant indicator of managements ability to effectively employ the Companys resources. Fund administration and servicing costs have been excluded from operating margin because these costs represent fixed, asset-based
expenses which can fluctuate based on the discretion of a third party.



-18 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



General



BlackRock derives a substantial portion of its revenue from investment advisory and administration fees, which are recognized as the services are performed. Such fees are primarily based on predetermined percentages
of the market value of assets under management and are affected by changes in assets under management, including market appreciation or depreciation and net subscriptions or redemptions. Net subscriptions or redemptions represent the sum of new
client assets, additional fundings from existing clients, withdrawals of assets from, and termination of, client accounts and purchases and redemptions of mutual fund shares. Market appreciation or depreciation includes current income earned on, and
changes in, the fair value of securities held in client accounts.



Investment
advisory agreements for certain separate accounts and BlackRocks alternative investment products provide for performance fees in addition to fees based on assets under management. Performance fees are earned when investment performance exceeds
a contractual threshold and, accordingly, may increase the volatility of BlackRocks revenue and earnings.



BlackRock provides a variety of risk management, investment analytics and investment system services to insurance companies, finance companies, pension funds, asset
managers, foundations, consultants, mutual fund sponsors, REITs, commercial and mortgage banks, savings institutions and government agencies. These services are provided under the brand name BlackRock Solutions and include a wide array of
risk management services and enterprise investment system outsourcing to clients. Fees earned for BlackRock Solutions services are either based on predetermined percentages of the market value of assets subject to the services or fixed
monthly or quarterly payments, and may include performance fees. The fees earned on risk management advisory and investment system assignments are recorded as other income.



Operating expense primarily consists of employee compensation and benefits, fund administration and servicing costs, and general and
administration expense. Employee compensation and benefits expense reflects salaries, deferred and incentive compensation and related benefit costs. Fund administration and servicing costs expense reflects payments made to PNC affiliated entities
and third parties, primarily associated with the administration and servicing of client investments in the BlackRock Fundsand BlackRock Closed-end Funds. Intangible assets at March 31, 2004 and December 31, 2003 were approximately $185.8
million and approximately $192.1 million, respectively, with amortization expense of approximately $0.2 million for the three month periods ended March 31, 2004 and 2003. Impairment of intangible assets represents a write-off of an acquired
management contract during the three months ended March 31, 2004 due to the resignation of the respective funds portfolio manager and the Companys liquidation of the funds. Intangible assets primarily reflect PNCs acquisition of
BlackRock Financial Management, L.P. (BFM) on February 28, 1995 and a management contract acquired in connection with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT, on May 15,
2000.



- 19 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Assets Under Management



Assets under management (AUM) increased approximately $47.1 billion or 17% to $320.7 billion at March 31, 2004, compared with $273.6 billion at March 31, 2003. The growth in assets under management was
primarily attributable to an increase of $37.6 billion or 19% in separate accounts and $9.4 billion or 12% in mutual fund assets.



The increase in separate accounts at March 31, 2004, as compared with March 31, 2003, was the result of net subscriptions of $22.0 billion and market appreciation of
$15.6 billion. Net subscriptions were primarily attributable to fixed income sales, increased liquidity-securities lending assets and net subscriptions in the Companys alternative investment products during the year ended March 31, 2004 which
were $22.4 billion, $2.1 billion and $1.0 billion, respectively. The rise in fixed income separate account assets was attributable to new client sales and increased fundings from existing clients. The increase in liquidity-securities lending assets
during the period reflects the impact of improved equity markets during the period. During the year ended March 31, 2004, the increase in alternative investment products primarily reflects net new business in the Companys leveraged municipal
strategy and fund of fund products, each totaling $0.5 billion. These increases in separate account AUM were partially offset by $3.8 billion in net redemptions of equity accounts since March 31, 2003, reflecting outflows in the Companys
international equity products during the period due to poor relative performance. Market appreciation of $22.0 billion in separate accounts largely reflected appreciation earned on fixed income assets of $15.6 billion due to current income and
declining interest rates and market appreciation in equity assets of $3.8 billion as equity markets improved during the period.



The $9.4 billion increase in mutual fund assets since March 31, 2003 reflected net subscriptions of $7.6 billion and market appreciation of $1.8 billion. During the
period, net subscriptions in the BlackRock Liquidity Funds and the BlackRock Closed-end Funds totaled $4.7 billion and $2.6 billion, respectively. Growth in the BlackRock Liquidity Funds reflects enhanced cross-selling efforts with
BlackRocks institutional client base and declines in short term interest rates since March 31, 2003. BlackRock has launched $2.6 billion in closed-end fund assets since March 31, 2003, including the offering by the Company of the first two
equity BlackRock Closed-end Funds, which raised $1.1 billion during the period. Market appreciation on the Companys mutual fund AUM primarily consisted of market appreciation in the Companys equity and fixed income mandates of
approximately $1.2 billion and $0.7 billion, respectively.



AUM in the first
quarter of 2004 increased $11.3 billion or 4% as compared to the fourth quarter of 2003, representing $6.3 billion in net subscriptions and $5.0 billion in market appreciation. The $6.3 billion in net subscriptions during the first quarter of 2004
reflected separate account and mutual fund net subscriptions of $5.0 billion and $1.4 billion, respectively. Net subscriptions in separate accounts primarily consisted of fundings in fixed income accounts of $7.1 billion, partially offset by net
redemptions in liquidity-securities lending and equity accounts of $1.4 billion and $0.7 billion, respectively. Net subscriptions in fixed income separate accounts included approximately $0.4 billion in market rebalancing inflows as pension plans
rebalanced into bonds during the first quarter of 2004. Mutual fund net subscriptions for the first quarter of 2004 were primarily attributable to $0.4 billion raised in an equity closed-end fund launched during the quarter and net subscriptions in
the BlackRock Funds and the BlackRock Liquidity Funds totaling $0.4 billion and $0.3 billion, respectively.



- 20 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



BlackRock, Inc.

Assets Under
Management

(Dollar amounts in millions)

(unaudited)



|                                |  |           |         |              |   |         |  |   |        
|------------------------------- |  | --------- | ------- | ------------ | - | ------- |  | - | -------
|                                |  | March 31, |         | December 31,
|                                |  | 2004      |         | 2003         |   | 2003   
|All Accounts                    |  |           |         |              |   |         |  |   |        
|Fixed income                    |  | $         | 226,797 |              | $ | 188,058 |  | $ | 214,356
|Liquidity                       |  |           | 73,769  |              |   | 67,978  |  |   | 74,345 
|Equity                          |  |           | 13,764  |              |   | 12,165  |  |   | 13,721 
|Alternative investment products |  |           | 6,342   |              |   | 5,398   |  |   | 6,934  
|                                |  |           |         |              |   |         |  |   |        
|Total                           |  | $         | 320,672 |              | $ | 273,599 |  | $ | 309,356
|                                |  |           |         |              |   |         |  |   |        
|Separate Accounts               |  |           |         |              |   |         |  |   |        
|Fixed income                    |  | $         | 202,055 |              | $ | 167,778 |  | $ | 190,432
|Liquidity                       |  |           | 6,304   |              |   | 6,040   |  |   | 5,855  
|Liquidity-Securities lending    |  |           | 8,479   |              |   | 6,344   |  |   | 9,925  
|Equity                          |  |           | 9,003   |              |   | 8,995   |  |   | 9,443  
|Alternative investment products |  |           | 6,342   |              |   | 5,398   |  |   | 6,934  
|                                |  |           |         |              |   |         |  |   |        
|Subtotal                        |  |           | 232,183 |              |   | 194,555 |  |   | 222,589
|                                |  |           |         |              |   |         |  |   |        
|Mutual Funds                    |  |           |         |              |   |         |  |   |        
|Fixed income                    |  |           | 24,742  |              |   | 20,280  |  |   | 23,924 
|Liquidity                       |  |           | 58,986  |              |   | 55,594  |  |   | 58,565 
|Equity                          |  |           | 4,761   |              |   | 3,170   |  |   | 4,278  
|                                |  |           |         |              |   |         |  |   |        
|Subtotal                        |  |           | 88,489  |              |   | 79,044  |  |   | 86,767 
|                                |  |           |         |              |   |         |  |   |        
|Total                           |  | $         | 320,672 |              | $ | 273,599 |  | $ | 309,356
|                                |  |           |         |              |   |         |  |   |        



- 21 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Assets Under Management (continued)



The following tables present the component changes in BlackRocks assets under management for the three months ended March 31, 2004 and 2003, respectively. The data
reflects certain reclassifications to conform with the current periods presentation.



BlackRock, Inc.

Component Changes in Assets Under Management

(Dollar amounts in millions)

(unaudited)



|                                  |  |                         |         |      |   |         |  
|--------------------------------- |  | ----------------------- | ------- | ---- | - | ------- | -
|                                  |  | Quarter ended March 31, |        
|                                  |  | 2004                    |         | 2003 |  
|All Accounts                      |  |                         |         |      |   |         |  
|Beginning assets under management |  | $                       | 309,356 |      | $ | 272,841 |  
|Net subscriptions (redemptions)   |  |                         | 6,340   |      |   | (788    | )
|Market appreciation               |  |                         | 4,976   |      |   | 1,546   |  
|                                  |  |                         |         |      |   |         |  
|Ending assets under management    |  | $                       | 320,672 |      | $ | 273,599 |  
|                                  |  |                         |         |      |   |         |  
|Separate Accounts                 |  |                         |         |      |   |         |  
|Beginning assets under management |  | $                       | 222,589 |      | $ | 183,513 |  
|Net subscriptions                 |  |                         | 4,971   |      |   | 9,521   |  
|Market appreciation               |  |                         | 4,623   |      |   | 1,521   |  
|                                  |  |                         |         |      |   |         |  
|Ending assets under management    |  |                         | 232,183 |      |   | 194,555 |  
|                                  |  |                         |         |      |   |         |  
|Mutual Funds                      |  |                         |         |      |   |         |  
|Beginning assets under management |  |                         | 86,767  |      |   | 89,328  |  
|Net subscriptions (redemptions)   |  |                         | 1,369   |      |   | (10,309 | )
|Market appreciation               |  |                         | 353     |      |   | 25      |  
|                                  |  |                         |         |      |   |         |  
|Ending assets under management    |  |                         | 88,489  |      |   | 79,044  |  
|                                  |  |                         |         |      |   |         |  
|Total                             |  | $                       | 320,672 |      | $ | 273,599 |  
|                                  |  |                         |         |      |   |         |  





- 22 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



BlackRock, Inc.

Assets Under
Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)



|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|---------------------------------- |  | ------------------ | ------- | - | ------------ | - | ------- | ------------ |  | - | ----------- | - |  | - | ------- | - |  | - | ------- | -
|                                   |  | Quarter Ended 2003 |         |   | 2004March 31 |  
|                                   |  | March 31           |         |   | June 30      |   |         | September 30 |  |   | December 31 |   | 
|Separate Accounts                  |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Fixed Income                       |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Beginning assets under management  |  | $                  | 156,574 |   |              | $ | 167,778 |              |  | $ | 174,480     |   |  | $ | 178,390 |   |  | $ | 190,432 |  
|Net subscriptions                  |  |                    | 8,889   |   |              |   | 1,682   |              |  |   | 3,700       |   |  |   | 9,842   |   |  |   | 7,141   |  
|Market appreciation                |  |                    | 2,315   |   |              |   | 5,020   |              |  |   | 210         |   |  |   | 2,200   |   |  |   | 4,482   |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Ending assets under management     |  |                    | 167,778 |   |              |   | 174,480 |              |  |   | 178,390     |   |  |   | 190,432 |   |  |   | 202,055 |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Liquidity                          |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Beginning assets under management  |  |                    | 5,491   |   |              |   | 6,040   |              |  |   | 5,366       |   |  |   | 5,707   |   |  |   | 5,855   |  
|Net subscriptions (redemptions)    |  |                    | 541     |   |              |   | (677    | )            |  |   | 328         |   |  |   | 135     |   |  |   | 446     |  
|Market appreciation                |  |                    | 8       |   |              |   | 3       |              |  |   | 13          |   |  |   | 13      |   |  |   | 3       |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Ending assets under management     |  |                    | 6,040   |   |              |   | 5,366   |              |  |   | 5,707       |   |  |   | 5,855   |   |  |   | 6,304   |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Liquidity-Securities lending       |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Beginning assets under management  |  |                    | 6,433   |   |              |   | 6,344   |              |  |   | 8,374       |   |  |   | 9,996   |   |  |   | 9,925   |  
|Net subscriptions (redemptions)    |  |                    | (89     | ) |              |   | 2,030   |              |  |   | 1,622       |   |  |   | (71     | ) |  |   | (1,446  | )
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Ending assets under management     |  |                    | 6,344   |   |              |   | 8,374   |              |  |   | 9,996       |   |  |   | 9,925   |   |  |   | 8,479   |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Equity                             |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Beginning assets under management  |  |                    | 9,736   |   |              |   | 8,995   |              |  |   | 9,105       |   |  |   | 9,143   |   |  |   | 9,443   |  
|Net subscriptions (redemptions)    |  |                    | 174     |   |              |   | (1,526  | )            |  |   | (334        | ) |  |   | (1,234  | ) |  |   | (684    | )
|Market appreciation (depreciation) |  |                    | (915    | ) |              |   | 1,636   |              |  |   | 372         |   |  |   | 1,534   |   |  |   | 244     |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Ending assets under management     |  |                    | 8,995   |   |              |   | 9,105   |              |  |   | 9,143       |   |  |   | 9,443   |   |  |   | 9,003   |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Alternative investment products    |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Beginning assets under management  |  |                    | 5,279   |   |              |   | 5,398   |              |  |   | 6,352       |   |  |   | 6,676   |   |  |   | 6,934   |  
|Net subscriptions (redemptions)    |  |                    | 6       |   |              |   | 900     |              |  |   | 385         |   |  |   | 237     |   |  |   | (486    | )
|Market appreciation (depreciation) |  |                    | 113     |   |              |   | 54      |              |  |   | (61         | ) |  |   | 21      |   |  |   | (106    | )
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Ending assets under management     |  |                    | 5,398   |   |              |   | 6,352   |              |  |   | 6,676       |   |  |   | 6,934   |   |  |   | 6,342   |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Total Separate Accounts            |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Beginning assets under management  |  |                    | 183,513 |   |              |   | 194,555 |              |  |   | 203,677     |   |  |   | 209,912 |   |  |   | 222,589 |  
|Net subscriptions                  |  |                    | 9,521   |   |              |   | 2,409   |              |  |   | 5,701       |   |  |   | 8,909   |   |  |   | 4,971   |  
|Market appreciation                |  |                    | 1,521   |   |              |   | 6,713   |              |  |   | 534         |   |  |   | 3,768   |   |  |   | 4,623   |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  
|Ending assets under management     |  | $                  | 194,555 |   |              | $ | 203,677 |              |  | $ | 209,912     |   |  | $ | 222,589 |   |  | $ | 232,183 |  
|                                   |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |         |   |  |   |         |  





- 23 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



BlackRock, Inc.

Assets Under
Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)



|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|---------------------------------- |  | ------------------ | ------- | - | ------------ | - | ------ | ------------ |  | - | ----------- | - |  | - | ------ | - |  | - | ------
|                                   |  | Quarter Ended 2003 |         |   | 2004March 31
|                                   |  | March 31           |         |   | June 30      |   |        | September 30 |  |   | December 31 |   | 
|Mutual Funds                       |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Fixed Income                       |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  | $                  | 19,012  |   |              | $ | 20,280 |              |  | $ | 21,480      |   |  | $ | 22,974 |   |  | $ | 23,924
|Net subscriptions                  |  |                    | 1,104   |   |              |   | 788    |              |  |   | 1,426       |   |  |   | 977    |   |  |   | 598   
|Market appreciation (depreciation) |  |                    | 164     |   |              |   | 412    |              |  |   | 68          |   |  |   | (27    | ) |  |   | 220   
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 20,280  |   |              |   | 21,480 |              |  |   | 22,974      |   |  |   | 23,924 |   |  |   | 24,742
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Liquidity                          |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 66,588  |   |              |   | 55,594 |              |  |   | 57,845      |   |  |   | 57,334 |   |  |   | 58,565
|Net subscriptions (redemptions)    |  |                    | (10,995 | ) |              |   | 2,247  |              |  |   | (512        | ) |  |   | 1,225  |   |  |   | 420   
|Market appreciation                |  |                    | 1       |   |              |   | 4      |              |  |   | 1           |   |  |   | 6      |   |  |   | 1     
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 55,594  |   |              |   | 57,845 |              |  |   | 57,334      |   |  |   | 58,565 |   |  |   | 58,986
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Equity                             |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 3,728   |   |              |   | 3,170  |              |  |   | 3,307       |   |  |   | 3,281  |   |  |   | 4,278 
|Net subscriptions (redemptions)    |  |                    | (418    | ) |              |   | (346   | )            |  |   | (147        | ) |  |   | 579    |   |  |   | 351   
|Market appreciation (depreciation) |  |                    | (140    | ) |              |   | 483    |              |  |   | 121         |   |  |   | 418    |   |  |   | 132   
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 3,170   |   |              |   | 3,307  |              |  |   | 3,281       |   |  |   | 4,278  |   |  |   | 4,761 
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Total Mutual Funds                 |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 89,328  |   |              |   | 79,044 |              |  |   | 82,632      |   |  |   | 83,589 |   |  |   | 86,767
|Net subscriptions (redemptions)    |  |                    | (10,309 | ) |              |   | 2,689  |              |  |   | 767         |   |  |   | 2,781  |   |  |   | 1,369 
|Market appreciation                |  |                    | 25      |   |              |   | 899    |              |  |   | 190         |   |  |   | 397    |   |  |   | 353   
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  | $                  | 79,044  |   |              | $ | 82,632 |              |  | $ | 83,589      |   |  | $ | 86,767 |   |  | $ | 88,489
|                                   |  |                    |         |   |              |   |        |              |  |   |             |   |  |   |        |   |  |   |       



- 24 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



BlackRock, Inc.

Assets Under
Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)



|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|---------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------ | ------------ |  | - | ----------- | - |  | - | ------ | - |  | - | ------
|                                   |  | Quarter Ended 2003 |         |   | 2004 March 31
|                                   |  | March 31           |         |   | June 30       |   |        | September 30 |  |   | December 31 |   | 
|Mutual Funds                       |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|BlackRock Funds                    |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  | $                  | 18,115  |   |               | $ | 18,013 |              |  | $ | 18,410      |   |  | $ | 18,044 |   |  | $ | 18,354
|Net subscriptions (redemptions)    |  |                    | 18      |   |               |   | (213   | )            |  |   | (385        | ) |  |   | 57     |   |  |   | 427   
|Market appreciation (depreciation) |  |                    | (120    | ) |               |   | 610    |              |  |   | 19          |   |  |   | 253    |   |  |   | 204   
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 18,013  |   |               |   | 18,410 |              |  |   | 18,044      |   |  |   | 18,354 |   |  |   | 18,985
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|BlackRock Global Series            |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 211     |   |               |   | 500    |              |  |   | 589         |   |  |   | 794    |   |  |   | 838   
|Net subscriptions (redemptions)    |  |                    | 287     |   |               |   | 44     |              |  |   | 193         |   |  |   | (3     | ) |  |   | 181   
|Market appreciation                |  |                    | 2       |   |               |   | 45     |              |  |   | 12          |   |  |   | 47     |   |  |   | 7     
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 500     |   |               |   | 589    |              |  |   | 794         |   |  |   | 838    |   |  |   | 1,026 
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|BlackRock Liquidity Funds          |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 59,576  |   |               |   | 48,489 |              |  |   | 51,163      |   |  |   | 51,078 |   |  |   | 52,870
|Net subscriptions (redemptions)    |  |                    | (11,087 | ) |               |   | 2,674  |              |  |   | (85         | ) |  |   | 1,792  |   |  |   | 289   
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 48,489  |   |               |   | 51,163 |              |  |   | 51,078      |   |  |   | 52,870 |   |  |   | 53,159
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Closed End                         |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 10,771  |   |               |   | 11,294 |              |  |   | 11,723      |   |  |   | 12,920 |   |  |   | 13,961
|Net subscriptions                  |  |                    | 380     |   |               |   | 185    |              |  |   | 1,038       |   |  |   | 944    |   |  |   | 449   
|Market appreciation                |  |                    | 143     |   |               |   | 244    |              |  |   | 159         |   |  |   | 97     |   |  |   | 142   
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 11,294  |   |               |   | 11,723 |              |  |   | 12,920      |   |  |   | 13,961 |   |  |   | 14,552
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Short Term Investment Funds (STIF) |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 655     |   |               |   | 748    |              |  |   | 747         |   |  |   | 753    |   |  |   | 744   
|Net subscriptions (redemptions)    |  |                    | 93      |   |               |   | (1     | )            |  |   | 6           |   |  |   | (9     | ) |  |   | 23    
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  |                    | 748     |   |               |   | 747    |              |  |   | 753         |   |  |   | 744    |   |  |   | 767   
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Total Mutual Funds                 |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Beginning assets under management  |  |                    | 89,328  |   |               |   | 79,044 |              |  |   | 82,632      |   |  |   | 83,589 |   |  |   | 86,767
|Net subscriptions (redemptions)    |  |                    | (10,309 | ) |               |   | 2,689  |              |  |   | 767         |   |  |   | 2,781  |   |  |   | 1,369 
|Market appreciation                |  |                    | 25      |   |               |   | 899    |              |  |   | 190         |   |  |   | 397    |   |  |   | 353   
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       
|Ending assets under management     |  | $                  | 79,044  |   |               | $ | 82,632 |              |  | $ | 83,589      |   |  | $ | 86,767 |   |  | $ | 88,489
|                                   |  |                    |         |   |               |   |        |              |  |   |             |   |  |   |        |   |  |   |       



- 25 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operating results for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003.



Revenue



Total revenue for the three months ended March 31, 2004 increased $39.1 million or 27% to $181.8 million, compared with $142.8 million for
the three months ended March 31, 2003. Investment advisory and administration fees increased $34.0 million or 27%to $160.3 million for the three months ended March 31, 2004, compared with $126.4 million for the three months ended March 31,
2003. The increase in investment advisory and administration fees was due to increases in fees earned across all asset classes. Other income of $21.5 million increased $5.1 million or 31% for the three months ended March 31, 2004 compared with $16.4
million for the three months ended March 31, 2003 primarily due to increased sales of BlackRock Solutionsproducts and services.



|                                                  |  |                              |         |          |   |         |  |   |        |  |      |  
|------------------------------------------------- |  | ---------------------------- | ------- | -------- | - | ------- |  | - | ------ |  | ---- | -
|                                                  |  | Three months ended March 31, |         | Variance |  
|                                                  |  | 2004                         |         | 2003     |   | Amount  |  | % |       
|Dollar amounts in thousands                       |  | (unaudited)                  |         |          |   |         | 
|Investment advisory and administration fees:      |  |                              |         |          |   |         |  |   |        |  |      |  
|Mutual funds                                      |  | $                            | 56,446  |          | $ | 48,740  |  | $ | 7,706  |  | 15.8 | %
|Separate accounts                                 |  |                              | 103,872 |          |   | 77,625  |  |   | 26,247 |  | 33.8 |  
|                                                  |  |                              |         |          |   |         |  |   |        |  |      |  
|Total investment advisory and administration fees |  |                              | 160,318 |          |   | 126,365 |  |   | 33,953 |  | 26.9 |  
|Other income                                      |  |                              | 21,505  |          |   | 16,386  |  |   | 5,119  |  | 31.2 |  
|                                                  |  |                              |         |          |   |         |  |   |        |  |      |  
|Total revenue                                     |  | $                            | 181,823 |          | $ | 142,751 |  | $ | 39,072 |  | 27.4 | %
|                                                  |  |                              |         |          |   |         |  |   |        |  |      |  



Mutual fund advisory and
administration fees increased $7.7 million, or 16%, to $56.4 million for the three months ended March 31, 2004, compared with $48.7 million for the three months ended March 31, 2003. The increase in mutual fund revenue was primarily the result of
increases in closed-end fund revenue and BlackRock Fundsfees of $5.5 million and $2.6 million, respectively. Since March 31, 2003, the Company has raised approximately $2.6 billion in new closed-end funds which, coupled with declining
interest rates, resulted in a $3.3 billion increase in AUM during the period and the increase in closed-end fund revenue. The increase in BlackRock Fundsfees is primarily attributable to net subscriptions and a shift in asset mix from
liquidity portfolios to higher fee earning fixed income portfolios.



- 26 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operating results for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003. (continued)



Revenue (continued)



Separate account revenue increased $26.2 million or 34% to $103.9 million for the three months ended March 31, 2004, compared with $77.6
million for the three months ended March 31, 2003. Separate account base fees increased $13.6 million or 18% to $88.1 million for the three months ended March 31, 2004, compared with $74.5 million for the three months ended March 31, 2003, as a
result of a $37.6 billion or 19% increase in separate account assets under management. Performance fees of $15.8 million for the three months ended March 31, 2004 increased $12.7 million compared with $3.1 million for the three months ended March
31, 2003. The increase in performance fees was primarily related to fees earned on a collateralized debt obligation (CDO), the Companys long-short equity hedge funds and several separate accounts. The CDO performance fee, which
totaled $7.9 million, represents a portion of returns realized by its investors since the CDOs inception in January 2001 and, therefore, is not indicative of future CDO performance fees.



|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  
|------------------------------------------------- |  | ---------------------------- | ------- | -------- | - | ------- |  | - | ------ | - |  | ----- | -
|                                                  |  | Three months ended March 31, |         | Variance |  
|                                                  |  | 2004                         |         | 2003     |   | Amount  |  |   | %      |  
|Dollar amounts in thousands                       |  | (unaudited)                  |         |          |   |         |  |  
|Mutual funds revenue                              |  |                              |         |          |   |         |  |   |        |   |  |       |  
|BlackRock Funds                                   |  | $                            | 18,782  |          | $ | 16,187  |  | $ | 2,595  |   |  | 16.0  | %
|Closed End Funds                                  |  |                              | 16,789  |          |   | 11,312  |  |   | 5,477  |   |  | 48.4  |  
|BlackRock Liquidity Funds                         |  |                              | 20,612  |          |   | 20,999  |  |   | (387   | ) |  | (1.8  | )
|STIF                                              |  |                              | 263     |          |   | 242     |  |   | 21     |   |  | 8.7   |  
|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  
|Total mutual funds revenue                        |  |                              | 56,446  |          |   | 48,740  |  |   | 7,706  |   |  | 15.8  |  
|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  
|Separate accounts revenue                         |  |                              |         |          |   |         |  |   |        |   |  |       |  
|Separate account base fees                        |  |                              | 88,066  |          |   | 74,514  |  |   | 13,552 |   |  | 18.2  |  
|Separate account performance fees                 |  |                              | 15,806  |          |   | 3,111   |  |   | 12,695 |   |  | 408.1 |  
|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  
|Total separate accounts revenue                   |  |                              | 103,872 |          |   | 77,625  |  |   | 26,247 |   |  | 33.8  |  
|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  
|Total investment advisory and administration fees |  |                              | 160,318 |          |   | 126,365 |  |   | 33,953 |   |  | 26.9  |  
|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  
|Other income                                      |  |                              | 21,505  |          |   | 16,386  |  |   | 5,119  |   |  | 31.2  |  
|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  
|Total revenue                                     |  | $                            | 181,823 |          | $ | 142,751 |  | $ | 39,072 |   |  | 27.4  | %
|                                                  |  |                              |         |          |   |         |  |   |        |   |  |       |  



- 27 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operating results for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003. (continued)



Expense



Total expense rose $23.4 million to $112.1 million in the first quarter of 2004 compared with $88.7 million during the first quarter of
2003. The increase was attributable to increases in employee compensation and benefits, general and administration expense and fund administration and servicing expense paid to third parties and the recognition of an impairment on the Companys
intangible assets during the first quarter of 2004, partially offset by a decrease in affiliated fund administration and servicing costs.



|                                        |  |                             |         |          |   |        |  |   |        |   |  |       |  
|--------------------------------------- |  | --------------------------- | ------- | -------- | - | ------ |  | - | ------ | - |  | ----- | -
|                                        |  | Three months endedMarch 31, |         | Variance |  
|                                        |  | 2004                        |         | 2003     |   | Amount |  |   | %      |  
|Dollar amounts in thousands             |  | (unaudited)                 |         |          |   |        |  |  
|Employee compensation and benefits      |  | $                           | 66,069  |          | $ | 55,386 |  | $ | 10,683 |   |  | 19.3  | %
|Fund administration and servicing costs |  |                             |         |          |   |        |  |   |        |   |  |       |  
|Affiliates                              |  |                             | 5,068   |          |   | 6,943  |  |   | (1,875 | ) |  | (27.0 | )
|Other                                   |  |                             | 3,292   |          |   | 1,015  |  |   | 2,277  |   |  | 224.3 |  
|General and administration              |  |                             | 31,299  |          |   | 25,109 |  |   | 6,190  |   |  | 24.7  |  
|Amortization of intangible assets       |  |                             | 231     |          |   | 232    |  |   | (1     | ) |  | (0.4  | )
|Impairment of intangible assets         |  |                             | 6,097   |          |   |       |  |   | 6,097  |   |  | NM    |  
|                                        |  |                             |         |          |   |        |  |   |        |   |  |       |  
|Total expense                           |  | $                           | 112,056 |          | $ | 88,685 |  | $ | 23,371 |   |  | 26.4  | %
|                                        |  |                             |         |          |   |        |  |   |        |   |  |       |  
|                                        |  |                             |         |         
|NM = Not meaningful.                    |  |                             |         |          |   |        |  |   |        |   |  |       |  



The $10.7 million increase in employee
compensation and benefits from $55.4 million during the three months ended March 31, 2003 to $66.1 million during the three months ended March 31, 2004 was largely due to an increase of $6.4 million in incentive compensation expense and an increase
of $2.7 million in salaries and benefits. The increase in incentive compensation was primarily related to higher alternative product performance fees, operating income growth and costs associated with the December 2003 grants of restricted shares to
employees while the increase in salaries and benefits was related to staffing needs. Fund administration and servicing costs paid to third parties increased $2.3 million during the first quarter of 2004 due to a $1.2 million increase in transfer
agent services related to the BlackRock Funds and a $1.1 million rise in third party servicing costs associated with closed-end fund launches. General and administration expense increased $6.2 million, or 25%, during the three months ended
March 31, 2004 compared to the three months ended March 31, 2003 primarily due to marketing and promotional costs and other expenses. During the first quarter of 2004, the portfolio manager of BlackRocks long-short equity hedge funds resigned
from the firm. As a result, BlackRock commenced an orderly liquidation of the Cyllenius funds and recognized a $6.1 million impairment charge representing the carrying value of the funds acquired management contract. After adjusting for the
benefit of a $2.7 million performance fee, the funds liquidation resulted in an after-tax loss of approximately $2.0 million. These expense increases were partially offset by a $1.9 million decline in affiliated fund administration and
servicing costs associated with the restructuring of BlackRocks co-administration agreements with PFPC, Inc., a PNC subsidiary, related to services provided to the BlackRock Liquidity FundsandBlackRock Funds.



- 28 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operating results for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003. (continued)



Expense (continued)



|                                         |  |                             |        |          |   |        |  |   |       |   |  |      |  
|---------------------------------------- |  | --------------------------- | ------ | -------- | - | ------ |  | - | ----- | - |  | ---- | -
|                                         |  | Three months endedMarch 31, |        | Variance |  
|                                         |  | 2004                        |        | 2003     |   | Amount |  |   | %     |  
|Dollar amounts in thousands              |  | (unaudited)                 |        |          |   |        |  |  
|General and administration expense:      |  |                             |        |          |   |        |  |   |       |   |  |      |  
|Marketing and promotional                |  | $                           | 8,206  |          | $ | 6,667  |  | $ | 1,539 |   |  | 23.1 | %
|Occupancy expense                        |  |                             | 5,651  |          |   | 5,612  |  |   | 39    |   |  | 0.7  |  
|Technology                               |  |                             | 4,372  |          |   | 4,579  |  |   | (207  | ) |  | (4.5 | )
|Other general and administration         |  |                             | 13,070 |          |   | 8,251  |  |   | 4,819 |   |  | 58.4 |  
|                                         |  |                             |        |          |   |        |  |   |       |   |  |      |  
|Total general and administration expense |  | $                           | 31,299 |          | $ | 25,109 |  | $ | 6,190 |   |  | 24.7 | %
|                                         |  |                             |        |          |   |        |  |   |       |   |  |      |  



During the three months ended March
31, 2004, marketing and promotional expense of $8.2 million increased $1.5 million, or 23%, compared to $6.7 million during the three months ended March 31, 2003 primarily due to closed-end fund launches and increased institutional liquidity
marketing activities during the period. Other expense of $13.1 million increased $4.8 million, or 58%, during the three months ended March 31, 2004 compared to $8.3 million during the three months ended March 31, 2003 primarily due to $2.2 million
in affiliated subadvisory fees related to the performance fee earned on a CDO, increased professional fees of $1.5 million for legal and accounting services related to mutual fund regulatory inquiries and efforts to comply with the Sarbanes-Oxley
Act of 2002, a $0.6 million rise in insurance costs and $0.6 million of foreign currency remeasurement expense due to the decline of the U.S. dollar during the period.



- 29 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operating results for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003. (continued)



Operating Income and Net Income



Operating income was $69.8 million for the three months ended March 31, 2004, representing a
$15.7 million increase compared with the three months ended March 31, 2003. Non-operating income increased $2.4 million or 73% to $5.8 million for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003. The rise
was primarily due to $2.9 million in distributions from alternative investment product seed investments, net securities gains of $1.8 million and increased appreciation on Rabbi trust assets associated with BlackRocks deferred compensation
plans of $0.6 million, partially offset by $1.9 million in decreased interest and dividend income on lower levels of corporate investments, a $1.0 impairment loss on a CDO investment during the first quarter of 2004 and $0.8 million in interest
expense related to the Companys obligation to purchase a subsidiarys minority interest in 2008. Under accounting guidance, fluctuations in the settlement amount of the related obligation, which is driven by the subsidiarys revenue,
will be reflected in the Companys statement of operations as interest expense. Income tax expense was $20.1 million and $22.1 million, representing effective tax rates of 26.6% and 38.5% for the three months ended March 31, 2004 and March 31,
2003, respectively. The decrease in the Companys effective tax rate relates to a previously disclosed net income benefit of approximately $8.7 million, or $0.13 per diluted share, associated with the resolution of an audit performed by New
York State on the Companys state income tax returns filed from 1998 through 2001. Including the income tax benefit, net income totaled $55.2 million for the three months ended March 31, 2004 compared with $35.3 million for the three months
ended March 31, 2003, representing an increase of $19.9 million or 56%.



In
April 2004, the Company sold its interest in Trepp LLC, a leading provider of commercial mortgage backed security information, analytics and technology. The Company will report a pretax gain of approximately $3.0 million for the three months ended
June 30, 2004 from this transaction, reflecting proceeds of $13.3 million less minority interest and incentive compensation of approximately $9.9 million.



Liquidity and Capital Resources



BlackRock meets its working capital requirements through cash generated by its operating activities. Cash used in the Companys operating activities totaled $33.9
million for the period ended March 31, 2004, including a $121.0 million net payment of the Companys 2003 incentive compensation programs. BlackRock expects that cash flows provided by operating activities will continue to serve as the
principal source of working capital for the near future.



Net cash flow
provided by investing activities was $67.9 million for the three months ended March 31, 2004, primarily consisting of $66.1 million in net investment sales. During the three months ended March 31, 2004, the Company sold several municipal bonds and
its investment in the BlackRock FundsGNMA Portfolio for approximately $49.6 million and $25.4 million, respectively, which was partially offset by a $6.7 million seed investment in two alternative investment products.



- 30 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operating results for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003. (continued)



Liquidity and Capital Resources (continued)



Net cash flow used in financing activities was $49.8 million for the three months ended
March 31, 2004 and primarily represented treasury stock activity and the payment of a $15.9 million quarterly dividend. During January 2004, BlackRocks Board of Directors approved a two million share repurchase program. Pursuant to the
repurchase program, the Company may make repurchases from time to time as market conditions warrant in open market or privately negotiated transactions at the discretion of the Companys management. The authority to purchase 310,000 shares
available under pre-existing programs terminated with the approval of this program. In addition to authorizing the new share repurchase program, the Board of Directors also approved a management stock buy-back (the Management Buy-Back) that
authorized BlackRock to purchase shares owned by senior management through the repurchase program. Shares repurchased by the Company under the Management Buy-Back reduced the current two million share repurchase authorization. Eligible participants
elected to sell an aggregate of 690,575 shares which, based on BlackRocks average closing price for the five days ended January 28, 2004, approximated $40.4 million. As a result, the Company is currently authorized to repurchase approximately
1.3 million shares under its repurchase program. Cash paid in conjunction with the Management Buy-Back was partially offset by the receipt of $6.6 million by the Company due to the exercise of employee stock options during the three months ended
March 31, 2004.



Total capital at March 31, 2004 was $727.3 million and was
primarily comprised of stockholders equity.



Contractual Obligations
and Commercial Commitments



The Company leases its primary office space
under agreements that expire through 2017. In connection with certain lease agreements, the Company is responsible for escalation payments.



In the ordinary course of business, BlackRock enters into contracts (purchase obligations) with third parties pursuant to which the third parties provide services to or
on behalf of BlackRock. Purchase obligations represent executory contracts which are either noncancelable or cancelable with penalty. At March 31, 2004, the Companys obligations primarily reflected shareholder servicing arrangements related to
client investments in the BlackRock Closed-end Funds, subadvisory agreements and standard service contracts with third parties for portfolio, market data and office services.



In many of the contracts, BlackRock agrees to indemnify the third party service provider under certain circumstances. The terms of the
indemnity vary from contract to contract and the amount of indemnification liability, if any, cannot be determined.



In connection with the management contract acquired on May 15, 2000 associated with the agreement and plan of merger of CORE Cap, Inc. with Anthracite, a BlackRock
managed REIT, the Company recorded an $8.0 million liability using an imputed interest rate of 10%, the prevailing interest rate on the date of acquisition. For the three months ended March 31, 2004, the related expense was $0.1 million. At March
31, 2004, the future commitment under the agreement is $8.0 million. If Anthracites management contract with BlackRock is terminated, not renewed or not extended for any reason other than cause, Anthracite would remit to the Company all future
payments due under this obligation.



The Company has entered into a
commitment to invest $7.7 million in Carbon Capital, Inc., an alternative investment fund sponsored by BlackRock, of which $2.9 million remained unfunded at March 31, 2004.



- 31 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operating results for the three months ended March 31, 2004 as compared with the three months ended March 31, 2003. (continued)



Contractual Obligations and Commercial Commitments (continued)



On April 30, 2003, the Company purchased 80% of the outstanding equity interests of an
investment manager of a hedge fund of funds for approximately $4.1 million in cash. Additionally, the Company has committed to purchase the remaining equity of the investment manager on March 31, 2008, subject to certain acceleration provisions. The
purchase price of this remaining interest is performance-based and is not subject to a maximum or the continued employment of former employees of the investment manager with the Company. Based on the current performance of the investment manager,
the Companys obligation, if settled at March 31, 2004, would be approximately $1.8 million.



Summary of Commitments:



|                                         |  |       |         |      |   |        |  |      |        |      |   |        |  |            |        |  |   |        |  |   |        
|---------------------------------------- |  | ----- | ------- | ---- | - | ------ |  | ---- | ------ | ---- | - | ------ |  | ---------- | ------ |  | - | ------ |  | - | -------
|                                         |  | Total |         | 2004 |   | 2005   |  | 2006 |        | 2007 |   | 2008   |  | Thereafter
|(Dollar amounts in thousands, unaudited) |  |       |         |      |   |        |  |      |        |      |   |       
|Lease Commitments                        |  | $     | 159,504 |      | $ | 8,864  |  | $    | 11,046 |      | $ | 11,028 |  | $          | 10,994 |  | $ | 10,994 |  | $ | 106,578
|Purchase Obligations                     |  |       | 23,954  |      |   | 10,599 |  |      | 5,184  |      |   | 4,728  |  |            | 2,891  |  |   | 552    |  |   |       
|Acquired Management Contract             |  |       | 8,000   |      |   | 1,500  |  |      | 1,500  |      |   | 1,000  |  |            | 1,000  |  |   | 1,000  |  |   | 2,000  
|Investment Commitments                   |  |       | 2,869   |      |   | 2,869  |  |      |       |      |   |       |  |            |       |  |   |       |  |   |       
|Acquisition Forward Commitment           |  |       | 1,793   |      |   |       |  |      |       |      |   |       |  |            |       |  |   | 1,793  |  |   |       
|                                         |  |       |         |      |   |        |  |      |        |      |   |        |  |            |        |  |   |        |  |   |        
|Total Commitments                        |  | $     | 196,120 |      | $ | 23,832 |  | $    | 17,730 |      | $ | 16,756 |  | $          | 14,885 |  | $ | 14,339 |  | $ | 108,578
|                                         |  |       |         |      |   |        |  |      |        |      |   |        |  |            |        |  |   |        |  |   |        



- 32 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Critical Accounting Policies



The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates. Management considers the following accounting policies critical to an informed review of BlackRocks consolidated financial statements. A summary of additional accounting
policies is included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.



Investments



Readily Marketable Securities



The accounting method used for the Companys readily marketable securities is dependent upon the Companys ownership level. If the Company does
not possess significant influence over the issuers operations, the securities are classified as trading or available for sale, depending on the Companys intent on holding the security. If BlackRock holds significant influence over the
issuer of a readily marketable equity security, the investment is accounted for under the equity method of accounting and included in investments, other. Managements conclusion that the Company holds significant influence over an issuer whose
security was previously classified as an available for sale security has a significant impact on the Companys net income due to the related accounting treatment. Under the equity method, the Companys share of the investees net
income is recorded in investment income (expense), net, while unrealized gains and losses on available for sale securities are recorded in the accumulated other comprehensive income or loss component of stockholders equity until the securities
are sold. Gross unrealized losses incurred during the three months ended March 31, 2004 on readily marketable available for sale securities were approximately $1.3 million.



Nonmarketable Equity Securities



Items classified as investments, other, are accounted for using the cost or equity methods of accounting. If the Company has
significant influence over the investees operations, the equity method of accounting is used and the Companys share of the investees net income is recorded as investment income (expense), net, for alternative investment products
and other income for operating joint ventures. If the Company does not maintain significant influence over the investees operations, the cost method of accounting is used. Under the cost method of accounting, investment income is recognized as
received or upon the sale of the security. Therefore, managements conclusion that BlackRock holds significant influence over an issuer has a significant impact on the Companys net income. Unrealized losses on investments accounted for
under the cost method totaled approximately $0.5 million during the three months ended March 31, 2004.



Impairment of Securities



Management periodically assesses impairment on investments to determine if it is other than temporary.



- 33 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



|Critical |  | Accounting Policies (continued)
|-------- |  | -------------------------------



Impairment of Securities (continued)



Several of the Companys available for sale investments represent interests in collateralized debt obligations for which the Company acts in the
capacity of collateral manager. The Company reviews cash flow estimates throughout the life of each collateralized debt obligation to determine if an impairment charge is required to be taken through current earnings. If the updated estimate of
future cash flows (taking into account both timing and amount) is less than the last revised estimate, an impairment is recognized based on the excess of the carrying amount of the investment over its fair value.



- 34 -



---

In evaluating impairments on all other available for sale and other securities, the Company considers the
length of time and the extent to which the securitys market value, if determinable, has been less than its cost, the financial condition and near-term prospects of the securitys issuer and the Companys intended holding period for
the security.



BlackRock Long Term Retention and
Incentive Plan (LTIP)



The LTIP permits the grant of
up to $240 million in deferred compensation awards (the LTIP Awards), subject to the achievement of certain performance hurdles by the Company no later than March 2007. The Compensation Committee of the Companys Board of Directors
may vest a portion of the LTIP Awards, in its sole discretion, if the Company achieves certain alternative performance hurdles during the vesting period. For a more detailed discussion of the LTIP, refer to Note 10 in the Notes to the Consolidated
Financial Statements in BlackRocks 2003 Annual Report on Form 10-K.



There will be no expense recognition associated with the LTIP Awards unless a full or partial vesting determination is considered probable and estimable. The Compensation and Audit Committees have determined, based on
current conditions, that the probability of any partial vesting prior to the opportunity for commencement of full vesting of the program at the conclusion of the first quarter of 2005 is unlikely. The LTIP was constructed such that the expected
increase in value to stockholders necessary to fully vest the program had to result from continued growth in the Companys earnings rather than from changes in the financial markets. As such, the Compensation Committee established a minimum
performance period (through December 31, 2004) under which no vesting of the program would occur. At such time, the Compensation and Audit Committees will evaluate the likelihood that the Company will complete the program term with alternative
vesting criteria performance in excess of LTIP requirements. The Company will accrue expense for this contingency accordingly. Assuming the LTIP Awards vest by March 31, 2005, the Company will record a one-time charge of approximately $98 million,
net of tax, or $1.50 per diluted share in the first quarter of 2005, and quarterly expense of approximately $8 million, net of tax, or $0.12 per diluted share, through December 31, 2006, the end of the plans service period. If the vesting date
is later than March 31, 2005, the one-time charge will increase in an amount equal to the pro rata portion of the service period completed.



Income Taxes



The Company accounts for income taxes under the liability method prescribed by Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their
respective tax basis.



- 35 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Critical Accounting Policies (continued)



Property and Equipment



Property and equipment are recorded at cost less accumulated depreciation. Depreciation generally is provided on the straight-line method over the
estimated useful lives of the various classes of property and equipment. Accelerated methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or lease terms,
whichever is shorter. A change in an asset classs estimated useful life by management would have a significant impact on the Companys depreciation expense (approximately $4.7 million for the three months ended March 31, 2004) due to the
concentration of the Companys property and equipment in relatively short-lived assets (useful lives of three to five years). A summary of the estimated useful lives used, by asset class, is included in Note 3 in the Notes to the Consolidated
Financial Statements included in the Companys 2003 Annual Report on Form 10-K.



Related Party Transactions



The Company provides investment
advisory and administration services to the BlackRock Funds, BlackRock Liquidity Funds, the BlackRock Closed-end Funds and other commingled funds.



Revenues for services provided to these mutual funds are as follows:



|                                             |  |                              |        |      |   |       
|-------------------------------------------- |  | ---------------------------- | ------ | ---- | - | ------
|                                             |  | Three months ended March 31,
|                                             |  | 2004                         |        | 2003
|(Dollar amounts in thousands)                |  | (unaudited)                 
|Investment advisory and administration fees: |  |                              |        |      |   |       
|BlackRock Funds:                             |  |                              |        |      |   |       
|PNC                                          |  | $                            | 9,296  |      | $ | 10,117
|Other                                        |  |                              | 9,486  |      |   | 6,070 
|BlackRock Closed-end Funds - Other           |  |                              | 16,789 |      |   | 11,312
|BlackRock Liquidity Funds                    |  |                              |        |      |   |       
|PNC                                          |  |                              | 3,101  |      |   | 3,287 
|Other*                                       |  |                              | 17,511 |      |   | 17,712
|STIF - PNC                                   |  |                              | 263    |      |   | 242   
|                                             |  |                              |        |      |   |       
|                                             |  | $                            | 56,446 |      | $ | 48,740
|                                             |  |                              |        |      |   |       

---

|* |  | Includes the International Dollar Reserve Fund I, Ltd., a Cayman Islands open-ended limited liability company.
|- |  | --------------------------------------------------------------------------------------------------------------



The Company provides investment advisory and administration services to certain PNC
subsidiaries, Nomura Asset Management Co., Ltd. (Nomura), a strategic joint venture partner, and affiliates of Nomura for a fee, based on assets under management. In addition, the Company provides risk management and private client
services to PNC.



- 36 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Related Party Transactions (continued)



Revenues for such services are as follows:



|                                             |  |                             |       |      |   |      
|-------------------------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                                             |  | Three monthsended March 31,
|                                             |  | 2004                        |       | 2003
|(Dollar amounts in thousands)                |  | (unaudited)                
|Investment advisory and administration fees: |  |                             |       |      |   |      
|Separate accounts - PNC                      |  | $                           | 1,873 |      | $ | 1,664
|Separate accounts - Nomura                   |  |                             | 2,272 |      |   | 3,261
|Private client services - PNC                |  |                             | 1,381 |      |   | 1,382
|Other income-risk management - PNC           |  |                             | 1,250 |      |   | 1,250
|                                             |  |                             |       |      |   |      
|                                             |  | $                           | 6,776 |      | $ | 7,557
|                                             |  |                             |       |      |   |      



Total revenue earned by BlackRock for
providing asset management and other services to PNC subsidiaries or PNC-related accounts for the three month periods ended March 31, 2004 and 2003 totaled approximately $17.2 million and $17.9 million, respectively.



PNC subsidiaries and PNC-related accounts had the following investments in BlackRock
sponsored mutual funds or separate accounts.



|                             |  |             |        |      |   |       
|---------------------------- |  | ----------- | ------ | ---- | - | ------
|                             |  | March 31,  
|                             |  | 2004        |        | 2003
|(Dollar amounts in millions) |  | (unaudited)
|BlackRock Funds              |  | $           | 9,880  |      | $ | 11,079
|BlackRock Liquidity Funds    |  |             | 8,301  |      |   | 8,674 
|STIF                         |  |             | 767    |      |   | 748   
|Separate accounts            |  |             | 11,747 |      |   | 10,265
|                             |  |             |        |      |   |       
|                             |  | $           | 30,695 |      | $ | 30,766
|                             |  |             |        |      |   |       



The Company has entered into various
memoranda of understanding and administration agreements with affiliates of PNC pursuant to which the Company pays administration fees for certain commingled funds and service fees for PNC Advisors (PNCs wealth management business)
clients invested in the BlackRock Funds.



PNC also provides general and
administration services to the Company. Charges for such services were based on actual usage or on defined formulas which, in managements view, resulted in reasonable allocations.



- 37 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

(continued)



Related Party Transactions (continued)



Aggregate expenses included in the consolidated financial statements for
transactions with related parties are as follows:



|                                                   |  |                              |       |      |   |      
|-------------------------------------------------- |  | ---------------------------- | ----- | ---- | - | -----
|                                                   |  | Three months ended March 31,
|                                                   |  | 2004                         |       | 2003
|(Dollar amounts in thousands)                      |  | (unaudited)                 
|Fund administration and servicing costs-affiliates |  | $                            | 5,068 |      | $ | 6,943
|General and administration                         |  |                              | 1,239 |      |   | 1,610
|General and administration-consulting              |  |                              | 2,686 |      |   | 6 451
|                                                   |  |                              |       |      |   |      
|                                                   |  | $                            | 8,993 |      | $ | 9,004
|                                                   |  |                              |       |      |   |      



Additionally, an indirect wholly owned
subsidiary of PNC acts as a financial intermediary associated with the sale of back-end loaded shares of certain BlackRock funds. This entity finances broker sales commissions and receives all associated sales charges.



Included in accounts receivable is approximately $3.9 million and $9.8 million at March 31,
2004 and December 31, 2003, respectively, which primarily represents investment and administration services provided to Nomura, PNC subsidiaries and affiliates.



Receivable from affiliates was approximately $0.1 million at both March 31, 2004 and December 31, 2003. These amounts primarily represent reimbursed expenses due from
the BlackRock Funds and affiliates.



Payable to affiliates was
approximately $55.8 million and approximately $40.7 million at March 31, 2004 and December 31, 2003, respectively. These amounts primarily represent income taxes payable.



Interest Rates



The value of assets under management is affected by, among other things, changes in interest rates. Since BlackRock derives the majority of its revenues from investment
advisory fees based on the value of assets under management, BlackRocks revenues may be adversely affected by changing interest rates. In a period of rising interest rates, BlackRocks assets under management would likely be negatively
affected by reduced asset values and increased redemptions.



Inflation



The majority of BlackRocks revenues are based on the value of
assets under management. There is no predictable relationship between the rate of inflation and the value of assets under management by BlackRock, except as inflation may affect interest rates. BlackRock does not believe inflation will significantly
affect its compensation costs, as they are substantially variable in nature. However, the rate of inflation may affect BlackRocks expenses such as information technology and occupancy costs. To the extent inflation results in rising interest
rates and has other effects upon the securities markets, it may adversely affect BlackRocks results of operations by reducing BlackRocks assets under management, revenues or otherwise.



- 38 -



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PART I  FINANCIAL INFORMATION (continued)

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)



Forward Looking Statements



This report and other documents filed by BlackRock include forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to
BlackRocks future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as believe, expect, anticipate,
intend, estimate, position, target, mission, assume, achievable, potential, strategy, goal, objective,
plan, aspiration, outlook, outcome, continue, remain, maintain, strive, trend and variations of such words and similar expressions, or future
or conditional verbs such as will, would, should, could, may or similar expressions.



BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak
only as of the date they are made, and BlackRock assumes no duty and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ
materially from historical performance.



In addition to factors previously
disclosed in BlackRocks SEC reports and those identified elsewhere in this report, forward-looking statements are subject, among others, to the following risks and uncertainties that could cause actual results or future events to differ
materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate
environment or financial and capital markets, which could result in reduced demand for products or services or reduced value of assets under management or of investments; (3) the investment performance of BlackRocks advised or sponsored
investment products and separately managed accounts; (4) the impact of increased competition; (5) the impact of capital improvement projects; (6) the impact of future acquisitions or divestitures; (7) the unfavorable resolution of legal proceedings;
(8) the extent and timing of any share repurchases; (9) the impact, extent and timing of technological changes and the adequacy of intellectual property protection; (10) the impact of legislative and regulatory actions and reforms; (11) terrorist
activities and international hostilities, which may adversely affect the general economy, financial and capital markets, specific industries and BlackRock; (12) the ability to attract and retain highly talented professionals; (13) fluctuations in
foreign currency exchange rates, which may adversely affect the value of advisory fees earned by BlackRock; and (14) the impact of changes to tax legislation and, generally, the tax position of the Company.



BlackRocks Annual Report on Form 10-K for the year ended December 31, 2003 and
BlackRocks subsequent reports filed with the SEC, accessible on the SECs website at http://www.sec.gov and on BlackRocks website at http://www.blackrock.com, discuss these factors in more detail and identify
additional factors that can affect forward-looking statements.



- 39 -



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PART I  FINANCIAL INFORMATION (continued)

Item 3. Quantitative and Qualitative Disclosures About Market Risk



In the normal course of its business, BlackRock is exposed to the risk of interest rate, securities market and general economic fluctuations.



BlackRocks investments, available for sale, consist primarily of BlackRock funds and municipal bonds. Occasionally, BlackRock invests
in new mutual funds or advisory accounts (seed investments) sponsored by BlackRock in order to provide investable cash to the new mutual fund or advisory account to establish a performance history. As of March 31, 2004, the carrying value of seed
investments was $50.7 million. The carrying value of BlackRocks other investments, available for sale, included in the mutual funds total, as stated below, was $50.1 million as of March 31, 2004 and represents an investment in the Low Duration
Bond Portfolio of the BlackRock Funds. These investments expose BlackRock to equity price risk. BlackRock does not hold any derivative securities to hedge its investments. The following table summarizes the fair values of the investments and
provides a sensitivity analysis of the estimated carrying values of all financial instruments subject to equity price risk, assuming a 10% increase or decrease in equity prices:



|                                      |  |                |         |                                                      |   |                                                      |  |   |        
|------------------------------------- |  | -------------- | ------- | ---------------------------------------------------- | - | ---------------------------------------------------- |  | - | -------
|                                      |  | Carrying Value |         | Carrying value assuming 10% increase in market price |   | Carrying value assuming 10% decrease in market price
|March 31, 2004                        |  |                |         |                                                      |   |                                                      |  |   |        
|Mutual funds                          |  | $              | 17,129  |                                                      | $ | 18,842                                               |  | $ | 15,416 
|Equity securities                     |  |                | 8,348   |                                                      |   | 9,183                                                |  |   | 7,513  
|                                      |  |                |         |                                                      |   |                                                      |  |   |        
|Total investments, trading            |  |                | 25,477  |                                                      |   | 28,025                                               |  |   | 22,929 
|                                      |  |                |         |                                                      |   |                                                      |  |   |        
|Mutual funds                          |  |                | 53,889  |                                                      |   | 59,278                                               |  |   | 48,500 
|Collateralized debt obligations       |  |                | 12,926  |                                                      |   | 14,219                                               |  |   | 11,633 
|                                      |  |                |         |                                                      |   |                                                      |  |   |        
|Total investments, available for sale |  |                | 66,815  |                                                      |   | 73,497                                               |  |   | 60,134 
|                                      |  |                |         |                                                      |   |                                                      |  |   |        
|Mutual funds                          |  |                | 6,193   |                                                      |   | 6,812                                                |  |   | 5,574  
|Other                                 |  |                | 51,619  |                                                      |   | 56,781                                               |  |   | 46,457 
|                                      |  |                |         |                                                      |   |                                                      |  |   |        
|Total investments, other              |  |                | 57,812  |                                                      |   | 63,593                                               |  |   | 52,031 
|                                      |  |                |         |                                                      |   |                                                      |  |   |        
|Total investments                     |  | $              | 150,104 |                                                      | $ | 165,114                                              |  | $ | 135,094
|                                      |  |                |         |                                                      |   |                                                      |  |   |        



- 40 -



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PART I  FINANCIAL INFORMATION (continued)

Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)



|                                      |  |               |         |                                                   |   |                                                   |  |   |        
|------------------------------------- |  | ------------- | ------- | ------------------------------------------------- | - | ------------------------------------------------- |  | - | -------
|                                      |  | CarryingValue |         | Carrying valueassuming 10%increase inmarket price |   | Carrying valueassuming 10%decrease inmarket price
|December 31, 2003                     |  |               |         |                                                   |   |                                                   |  |   |        
|Mutual funds                          |  | $             | 10,648  |                                                   | $ | 11,713                                            |  | $ | 9,583  
|Equity securities                     |  |               | 8,021   |                                                   |   | 8,823                                             |  |   | 7,219  
|                                      |  |               |         |                                                   |   |                                                   |  |   |        
|Total investments, trading            |  |               | 18,669  |                                                   |   | 20,536                                            |  |   | 16,802 
|                                      |  |               |         |                                                   |   |                                                   |  |   |        
|Mutual funds                          |  |               | 78,226  |                                                   |   | 86,049                                            |  |   | 70,403 
|Collateralized debt obligations       |  |               | 15,822  |                                                   |   | 17,404                                            |  |   | 14,240 
|                                      |  |               |         |                                                   |   |                                                   |  |   |        
|Total investments, available for sale |  |               | 94,048  |                                                   |   | 103,453                                           |  |   | 84,643 
|                                      |  |               |         |                                                   |   |                                                   |  |   |        
|Mutual funds                          |  |               | 5,801   |                                                   |   | 6,381                                             |  |   | 5,221  
|Other                                 |  |               | 39,427  |                                                   |   | 43,370                                            |  |   | 35,484 
|                                      |  |               |         |                                                   |   |                                                   |  |   |        
|Total investments, other              |  |               | 45,228  |                                                   |   | 49,751                                            |  |   | 40,705 
|                                      |  |               |         |                                                   |   |                                                   |  |   |        
|Total investments                     |  | $             | 157,945 |                                                   | $ | 173,740                                           |  | $ | 142,151
|                                      |  |               |         |                                                   |   |                                                   |  |   |        



As discussed previously, total
investments, trading, primarily reflects investments by BlackRock with respect to senior employee elections under BlackRocks Voluntary and Involuntary Deferred Compensation Plans. Therefore, any change in the fair market value of these
investments is offset by a corresponding change in the related deferred compensation liability. At March 31, 2004, equity securities represent a seed investment made by the Company during 2003 in two quantitative equity products.



The following table summarizes the carrying value of the Companys investments in
municipal debt securities, which expose BlackRock to interest rate risk, at March 31, 2004 and December 31, 2003. The table also provides a sensitivity analysis of the estimated carrying value of these financial instruments, assuming 100 basis point
upward and downward parallel shifts in the yield curve:



|                          |  |               |        |                                              |   |                                               |  |   |       
|------------------------- |  | ------------- | ------ | -------------------------------------------- | - | --------------------------------------------- |  | - | ------
|                          |  | CarryingValue |        | Carrying valueassuming +100basis point shift |   | Carrying valueassuming - 100basis point shift
|March 31, 2004            |  |               |        |                                              |   |                                               |  |   |       
|Municipal debt securities |  | $             | 27,184 |                                              | $ | 24,694                                        |  | $ | 30,008
|                          |  |               |        |                                              |   |                                               |  |   |       
|December 31, 2003         |  |               |        |                                              |   |                                               |  |   |       
|Municipal debt securities |  | $             | 76,978 |                                              | $ | 70,099                                        |  | $ | 84,414
|                          |  |               |        |                                              |   |                                               |  |   |       



- 41 -



---

PART I  FINANCIAL INFORMATION (continued)

Item 4. Controls and Procedures



Under the
direction of BlackRocks Chief Executive Officer and Chief Financial Officer, BlackRock evaluated its disclosure controls and procedures and internal control over financial reporting and concluded that (i) its disclosure controls and procedures
were effective as of March 31, 2004 and (ii) no change in internal control over financial reporting occurred during the quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, such internal control
over financial reporting.



- 42 -



---

PART II  OTHER INFORMATION

Item 1. Legal Proceedings



As previously
disclosed, BlackRock has received subpoenas from various federal and state governmental and regulatory authorities and various information requests from the Securities and Exchange Commission in connection with industry-wide investigations of mutual
fund matters. BlackRock is continuing to cooperate fully in these matters.



BlackRock and persons to whom BlackRock may have indemnification obligations, in the normal course of business, are subject to various pending and threatened lawsuits, in which claims for monetary damages are asserted. Management, after
consultation with legal counsel, does not currently anticipate that the aggregate liability, if any, arising out of such lawsuits will have a material adverse effect on BlackRocks financial position, although at the present time, management is
not in a position to determine whether any such pending or threatened litigation will have a material adverse effect on BlackRocks results of operations in any future reporting period.



- 43 -



---

PART II  OTHER INFORMATION (continued)

Item 2. Changes in Securities, and Use of Proceeds and Issuer Purchases of Equity Securities



During the three months ended March 31, 2004, the Company made the following purchases of its equity securities that are registered pursuant to Section 12A of the
Securities Exchange Act of 1934.



|                                           |  |                                 |  |                             |       |                                                                              |         |                                                                            |          
|------------------------------------------ |  | ------------------------------- |  | --------------------------- | ----- | ---------------------------------------------------------------------------- | ------- | -------------------------------------------------------------------------- | ---------
|                                           |  | Total Number ofShares Purchased |  | Average PricePaid per Share |       | Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs |         | Maximum Numberof Shares that MayYet Be PurchasedUnder the Plans orPrograms
|                                           |  |                                 |  |                            
|January 1, 2004 through January 31, 2004   |  | 215,000                         |  | $                           | 58.54 |                                                                              | 215,000 |                                                                            | 1,309,425
|                                           |  |                                 |  |                            
|February 1, 2004 through February 29, 2004 |  |                                |  |                             |      |                                                                              |        |                                                                            | 1,309,425
|                                           |  |                                 |  |                            
|March 1, 2004 through March 31, 2004       |  |                                |  |                             |      |                                                                              |        |                                                                            | 1,309,425
|                                           |  |                                 |  |                             |       |                                                                              |         |                                                                            |          
|Total                                      |  | 215,000                         |  | $                           | 58.54 |                                                                              | 215,000 |                                                                            |          
|                                           |  |                                 |  |                             |       |                                                                              |         |                                                                            |          



- 44 -



---

PART II  OTHER INFORMATION (continued)

Item 6. Exhibits and Reports on Form 8-K



(a)
Exhibits



|            |      |  |                                                                                                                                                                                                                
|----------- | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |      |  | Description                                                                                                                                                                                                    
|            |     
|3.1         | (1)  |  | Amended and Restated Certificate of Incorporation of the Registrant.                                                                                                                                           
|            |     
|3.2         | (8)  |  | Amended and Restated Bylaws of the Registrant.                                                                                                                                                                 
|            |     
|3.3         | (8)  |  | Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.                                                                                                                                          
|            |     
|3.4         | (8)  |  | Amendment No. 2 to the Amended and Restated Bylaws of the Registrant.                                                                                                                                          
|            |     
|4.1         | (1)  |  | Specimen of Common Stock Certificate (per class).                                                                                                                                                              
|            |     
|4.2         | (1)  |  | Amended and Restated Stockholders Agreement, dated September 30, 1999, by and among the Registrant, PNC Asset Management, Inc. and certain
employees of the Registrant and its affiliates.                     
|            |     
|4.3         | (9)  |  | Amendment No. 1 to the Amended and Restated Stockholders Agreement, dated October 10, 2002, by and among the Registrant, PNC Asset
Management, Inc. and certain employees of the Registrant and its affiliates.
|            |     
|10.1        | (1)  |  | Tax Disaffiliation Agreement, dated October 6, 1999, among BlackRock, Inc., PNC Asset Management, Inc. and The PNC Financial Services
Group, Inc., formerly PNC Bank Corp.                                     
|            |     
|10.2        | (1)  |  | 1999 Stock Award and Incentive Plan. +                                                                                                                                                                         
|            |     
|10.3        | (1)  |  | 1999 Annual Incentive Performance Plan. +                                                                                                                                                                      
|            |     
|10.4        | (1)  |  | Nonemployee Directors Stock Compensation Plan. +                                                                                                                                                               
|            |     
|10.5        | (1)  |  | Initial Public Offering Agreement, dated September 30, 1999, among the Registrant, The PNC Financial Services Group, Inc., formerly PNC
Bank Corp., and PNC Asset Management, Inc.                             
|            |     
|10.6        | (1)  |  | Registration Rights Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and certain holders of class B
common stock of the Registrant.                                          
|            |     
|10.7        | (1)  |  | Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank
Corp.                                                                          
|            |     
|10.8        | (2)  |  | BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                                   
|            |     
|10.9        | (2)  |  | BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                     
|            |     
|10.10       | (3)  |  | Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and the Registrant.                                                                                                                    
|            |     
|10.11       | (4)  |  | Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +                                                                                                                                                  
|            |     
|10.12       | (4)  |  | Amendment No. 1 to the BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                            
|            |     
|10.13       | (4)  |  | Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                              
|            |     
|10.14       | (5)  |  | Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and the Registrant.                                                                                                              
|            |     
|10.15       | (6)  |  | BlackRock, Inc. 2001 Employee Stock Purchase Plan. +                                                                                                                                                           
|            |     
|10.16       | (11) |  | Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan. +                                                                                                                                   
|            |     
|10.17       | (11) |  | Amended and Restated BlackRock, Inc. Involuntary Deferred Compensation Plan. +                                                                                                                                 
|            |     
|10.18       | (7)  |  | Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +                                                                                                                                  
|            |     
|10.19       | (9)  |  | BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +                                                                                                                                                 
|            |     
|10.20       | (9)  |  | Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group,
Inc.                                                                





- 45 -



---

PART II  OTHER INFORMATION (continued)

Item 6. Exhibits and Reports on Form 8-K (continued)



|(a) |  | Exhibits (continued)
|--- |  | --------------------



|            |         |  |                                                                                                                                                                                              
|----------- | ------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |         |  | Description                                                                                                                                                                                  
|            |        
|10          | .21(9)  |  | Employment Agreement, between the Registrant and Laurence Fink, dated October 10, 2002. +                                                                                                    
|            |        
|10          | .22(9)  |  | Amendment No. 1 to the Initial Public Offering Agreement, dated October 10, 2002, among The PNC Financial Services Group, Inc., PNC Asset
Management, Inc. and the Registrant.               
|            |        
|10          | .23(9)  |  | Amendment No. 1 to the Registration Rights Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc. and certain
holders of class B common stock of the Registrant.
|            |        
|10          | .24(11) |  | Amended and Restated 1999 Annual Incentive Performance Plan. +                                                                                                                               
|            |        
|10          | .25(10) |  | The PNC Financial Services Group, Inc.s Incentive Savings Plan, as amended as of January 1, 2001. +                                                                                         
|            |        
|10          | .26(10) |  | First Amendment to The PNC Financial Services Group, Inc.s Incentive Savings Plan. +                                                                                                        
|            |        
|10          | .27(10) |  | Second Amendment to The PNC Financial Services Group, Inc.s Incentive Savings Plan. +                                                                                                       
|            |        
|10          | .28(12) |  | Third, Fourth and Fifth Amendments to The PNC Financial Services Group, Inc.s Incentive Savings Plan. +                                                                                     
|            |        
|10          | .29     |  | First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +                                                                                                        
|            |        
|21          | .1(13)  |  | Subsidiaries of the Registrant.                                                                                                                                                              
|            |        
|31          | .1      |  | Section 302 Certification of Chief Executive Officer.                                                                                                                                        
|            |        
|31          | .2      |  | Section 302 Certification of Chief Financial Officer.                                                                                                                                        
|            |        
|32          | .1      |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer.                                                                                                            

---

|(1) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange
Commission on May 13, 1999.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on
March 14, 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on
August 30, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on
August 30, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference to The PNC Financial Services Group, Inc.s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2002.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------



- 46 -



---

PART II  OTHER INFORMATION (continued)

Item 6. Exhibits and Reports on Form 8-K (continued)



| | (a) |  | Exhibits (continued)
| | --- |  | --------------------



| | (12) |  | Incorporated by reference to the PNC Financial Services Group, Inc.s Annual Report on Form 10K (Commission File No. 001-9718) for the year ended December 31, 2003.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2003
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------



---

|+ |  | Denotes compensatory plan.
|- |  | --------------------------



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



Since December 31, 2003, the Company has furnished or filed the following Current Reports on Form 8-K:



Form 8-K dated as of January 21, 2004, reporting the Companys Results
of Operations and Financial Condition, furnished pursuant to Item 12 of Form 8-K and announcing the approval of a share repurchase program and a buy-back of shares pursuant to the repurchase program of the Companys common stock held by
management, filed pursuant to Item 5 of Form 8-K.



Form 8-K
dated as of March 31, 2004, announcing that the Company had raised its earnings outlook for the first quarter and full year 2004 and setting the first quarter 2004 earnings release date, filed pursuant to Item 5 of Form 8-K.





- 47 -



---

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 thereunto duly authorized.



|                  |  |  |  |                 |  |                         |  | 
|----------------- |  |  |  | --------------- |  | ----------------------- |  | 
|                  |  |  |  | BLACKROCK, INC.
|                  |  |  |  | (Registrant)   
|                  |  |  | 
|Date: May 7, 2004 |  |  |  | By:             |  | /s/ Paul L. Audet      
|                  |  |  |  |                 |  | Paul L. Audet          
|                  |  |  |  |                 |  | Managing Director &    
|                  |  |  |  |                 |  | Chief Financial Officer



- 48 -



---

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                    
|            | 
|3.1(1)      |  | Amended and Restated Certificate of Incorporation of the Registrant.                                                                                                                                           
|            | 
|3.2(8)      |  | Amended and Restated Bylaws of the Registrant.                                                                                                                                                                 
|            | 
|3.3(8)      |  | Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.                                                                                                                                          
|            | 
|3.4(8)      |  | Amendment No. 2 to the Amended and Restated Bylaws of the Registrant.                                                                                                                                          
|            | 
|4.1(1)      |  | Specimen of Common Stock Certificate (per class).                                                                                                                                                              
|            | 
|4.2(1)      |  | Amended and Restated Stockholders Agreement, dated September 30, 1999, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its
affiliates.                     
|            | 
|4.3(9)      |  | Amendment No. 1 to the Amended and Restated Stockholders Agreement, dated October 10, 2002, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and
its affiliates.
|            | 
|10.1(1)     |  | Tax Disaffiliation Agreement, dated October 6, 1999, among BlackRock, Inc., PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.                                     
|            | 
|10.2(1)     |  | 1999 Stock Award and Incentive Plan. +                                                                                                                                                                         
|            | 
|10.3(1)     |  | 1999 Annual Incentive Performance Plan. +                                                                                                                                                                      
|            | 
|10.4(1)     |  | Nonemployee Directors Stock Compensation Plan. +                                                                                                                                                               
|            | 
|10.5(1)     |  | Initial Public Offering Agreement, dated September 30, 1999, among the Registrant, The PNC Financial Services Group, Inc., formerly PNC Bank Corp., and PNC Asset Management,
Inc.                             
|            | 
|10.6(1)     |  | Registration Rights Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.                                          
|            | 
|10.7(1)     |  | Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.                                                                          
|            | 
|10.8(2)     |  | BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                                   
|            | 
|10.9(2)     |  | BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                     
|            | 
|10.10(3)    |  | Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and the Registrant.                                                                                                                    
|            | 
|10.11(4)    |  | Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +                                                                                                                                                  
|            | 
|10.12(4)    |  | Amendment No. 1 to the BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                            
|            | 
|10.13(4)    |  | Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                              
|            | 
|10.14(5)    |  | Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and the Registrant.                                                                                                              
|            | 
|10.15(6)    |  | BlackRock, Inc. 2001 Employee Stock Purchase Plan. +                                                                                                                                                           
|            | 
|10.16(11)   |  | Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan. +                                                                                                                                   
|            | 
|10.17(11)   |  | Amended and Restated BlackRock, Inc. Involuntary Deferred Compensation Plan. +                                                                                                                                 
|            | 
|10.18(7)    |  | Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +                                                                                                                                  
|            | 
|10.19(9)    |  | BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +                                                                                                                                                 
|            | 
|10.20(9)    |  | Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.                                                                
|            | 
|10.21(9)    |  | Employment Agreement, between the Registrant and Laurence Fink, dated October 10, 2002. +                                                                                                                      
|            | 
|10.22(9)    |  | Amendment No. 1 to the Initial Public Offering Agreement, dated October 10, 2002, among The PNC Financial Services Group, Inc., PNC Asset Management, Inc. and the Registrant.                                 
|            | 
|10.23(9)    |  | Amendment No. 1 to the Registration Rights Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the
Registrant.                  
|            | 
|10.24(11)   |  | Amended and Restated 1999 Annual Incentive Performance Plan. +                                                                                                                                                 



---

EXHIBIT INDEX (continued)



|            |  |                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                             
|            | 
|10.25(10)   |  | The PNC Financial Services Group, Inc.s Incentive Savings Plan, as amended as of January 1, 2001. +    
|            | 
|10.26(10)   |  | First Amendment to The PNC Financial Services Group, Inc.s Incentive Savings Plan. +                   
|            | 
|10.27(10)   |  | Second Amendment to The PNC Financial Services Group, Inc.s Incentive Savings Plan. +                  
|            | 
|10.28(12)   |  | Third, Fourth and Fifth Amendments to The PNC Financial Services Group, Inc.s Incentive Savings Plan. +
|            | 
|10.29       |  | First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +                   
|            | 
|21.1(13)    |  | Subsidiaries of the Registrant.                                                                         
|            | 
|31.1        |  | Section 302 Certification of Chief Executive Officer.                                                   
|            | 
|31.2        |  | Section 302 Certification of Chief Financial Officer.                                                   
|            | 
|32.1        |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer.                       

---

|(1) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange
Commission on May 13, 1999.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange
Commission on March 14, 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on
August 30, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by Reference to the Registrants Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on
August 30, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by Reference to the Registrants Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference to The PNC Financial Services Group, Inc.s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2002.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Incorporated by reference to the PNC Financial Services Group, Inc.s Annual Report on Form 10K (Commission File No. 001-9718) for the year ended December 31, 2003.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2003
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|+ |  | Denotes compensatory plan.
|- |  | --------------------------