FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

(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, 2001

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

BlackRock, Inc.

(Exact name of registrant as specified in its charter)



|Delaware                                                        |  | 51-0380803                          
|--------------------------------------------------------------- |  | ------------------------------------
|                                                                |  |                                     
|(State or other jurisdiction of

incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                                |  |                                     
|345 Park Avenue, New York, NY 10154                            
|                                                                |  |                                     
|(Address of principal executive offices)                       
|(Zip Code)                                                     
|                                                                |  |                                     
|(212) 754-5560                                                 
|(Registrants telephone number, including area code)           
|                                                                |  |                                     
|(Former name or former address, 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 proceeding 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 |  | 
| | --- | - | -- |  | 
| |     |   |    |  | 



As of April 30, 2001, there were 10,085,670 shares of the registrants class A common stock outstanding and 54,156,524 shares of the registrants class B common stock
outstanding.



BlackRock Inc.

Index to Form 10-Q

PART I

FINANCIAL INFORMATION



|        |                                                                                       | Page
|------- | ------------------------------------------------------------------------------------- | ----
|        |                                                                                       |     
|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 | 9   
|        |                                                                                       |     
|        |                                                                                       |     
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk                            | 19  

PART II

OTHER INFORMATION

|Item 1. | Legal Proceedings                         | 20
|------- | ----------------------------------------- | --
|        |                                           |   
|Item 2. | Changes in Securities and Use of Proceeds | 20
|        |                                           |   
|Item 6. | Exhibits and Reports on Form 8-K          | 20



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BlackRock, Inc.

Consolidated Statements of Financial Condition(Dollar amounts in thousands)

|                                                                         
|-------------------------------------------------------------------------
|                                                                         
|                                                                         
|                                                                         
|Assets                                                                   
|Cash and cash equivalents                                                
|Accounts receivable                                                      
|Investments, available for sale (cost: $21,803 and $16,854, respectively)
|Property and equipment, net                                              
|Intangible assets, net                                                   
|Receivable from affiliates                                               
|Other assets                                                             
|                                                                         
|Total assets                                                             
|                                                                         
|                                                                         
|Liabilities and stockholders' equity                                     
|Accrued compensation                                                     
|Accounts payable and accrued liabilities                                 
|Affiliate                                                                
|Other                                                                    
|Acquired management contract obligation                                  
|Other liabilities                                                        
|                                                                         
|Total liabilities                                                        
|                                                                         
|Stockholders' equity                                                     
|Common stock, class A, 10,167,290 and                                    
|9,487,297 shares issued, respectively                                    
|Common stock, class B, 54,285,961                                        
|and 54,509,875 shares issued, respectively                               
|Additional paid-in capital                                               
|Retained earnings                                                        
|Unearned compensation                                                    
|Accumulated other comprehensive loss                                     
|Treasury stock, class A, at cost                                         
|Treasury stock, class B, at cost                                         
|                                                                         
|Total stockholders' equity                                               
|                                                                         
|Total liabilities and stockholders' equity                               
|                                                                         
|                                                                         
|See accompanying notes to consolidated financial statements.             
|                                                                         

-1-



BlackRock, Inc. Consolidated Statements of Income
(Dollar amounts in thousands, except share data)
(unaudited)


|                                                    
|----------------------------------------------------
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Revenue                                             
|Investment advisory and administration fees         
|Mutual funds                                        
|Separate accounts                                   
|Other income                                        
|Affiliate                                           
|Other                                               
|                                                    
|Total revenue                                       
|                                                    
|Expense                                             
|Employee compensation and benefits                  
|Fund administration and servicing costs - affiliates
|General and administrative                          
|Affiliate                                           
|Other                                               
|Amortization of intangible assets                   
|                                                    
|Total expense                                       
|                                                    
|Operating income                                    
|                                                    
|Non-operating income (expense)                      
|Investment income                                   
|Interest expense                                    
|                                                    
|Total non-operating income                          
|                                                    
|Income before income taxes                          
|Income taxes                                        
|                                                    
|Net income                                          
|                                                    
|                                                    
|Earnings per share                                  
|Basic                                               
|Diluted                                             
|                                                    
|Weighted-average shares outstanding                 
|Basic                                               
|Diluted                                             
|                                                    

See accompanying notes to consolidated financial statements.

-2-

BlackRock, Inc.
Consolidated Statements of Cash Flow
(Dollar amounts in thousands)

(unaudited)

|                                                            
|------------------------------------------------------------
|                                                            
|                                                            
|                                                            
|                                                            
|Cash flows from operating activities                        
|Net income                                                  
|Adjustments to reconcile net income to net cash used in     
|operating activities:                                       
|Depreciation and amortization                               
|Stock-based compensation                                    
|Tax benefit from stock-based compensation                   
|Changes in operating assets and liabilities:                
|Increase in accounts receivable                             
|Decrease in receivable from affiliates                      
|Decrease (increase) in other assets                         
|Decrease in accrued compensation                            
|Increase in accounts payable and accrued liabilities        
|Decrease in accrued interest payable to affiliates          
|Decrease in other liabilities                               
|                                                            
|Cash used in operating activities                           
|                                                            
|Cash flows from investing activities                        
|Purchase of property and equipment                          
|(Purchase)/sale of investments                              
|                                                            
|Cash used in investing activities                           
|                                                            
|Cash flows from financing activities                        
|Repayment of note and loan payable to affiliates            
|Issuance of class A common stock                            
|Purchase of treasury stock                                  
|Reissuance of treasury stock                                
|                                                            
|Cash used in financing activities                           
|                                                            
|Effect of exchange rate changes on cash and cash equivalents
|                                                            
|Net decrease in cash and cash equivalents                   
|Cash and cash equivalents, beginning of period              
|                                                            
|Cash and cash equivalents, end of period                    
|                                                            
|                                                            

See accompanying notes to consolidated financial statements.

-3-

BlackRock, Inc.

     Notes to Consolidated Financial Statements

Three Months Ended March 31, 2001 and 2000
(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 generally accepted accounting
> principles 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
> 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, 2000.
> 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.
> Derivative Instruments and Hedging Activities
> In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133 Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS
> No. 137 and No. 138. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivatives embedded in other contracts and for hedging activities. SFAS No. 133 generally requires an entity to recognize
> all derivatives as either assets or liabilities in the statement of financial position and measure those investments at fair value. SFAS No. 133 is required to be adopted for fiscal years beginning after June 15, 2000. The Company has adopted the
> new statement as of January 1, 2001. The adoption of SFAS No. 133 does not have a material impact on the Companys results of operations, financial position, or cash flows.
> Reclassification of Prior Periods Statements
> Certain items previously reported have been reclassified to conform with the current years presentation.
> 4

2.Common Stock

> BlackRocks class A, $0.01 par value, common shares authorized was 250,000,000 shares as of March 31, 2001 and March 31, 2000, respectively. BlackRocks class B, $0.01 par value, common shares authorized was
> 100,000,000 shares as of March 31, 2001 and March 31, 2000, respectively.
> The Companys common shares issued and outstanding and related activity consists of the following:

|                                           
|-------------------------------------------
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|December 31, 2000                          
|Conversion of class B stock to             
|                                           
|Issuance of shares to Nonemployee Directors
|Issuance of class A common stock           
|Issuance of class B common stock           
|Treasury stock transactions                
|                                           
|March 31, 2001                             
|                                           
|                                           

3.     Comprehensive Income

| |                                                |                                                                 
| | ---------------------------------------------- | ----------------------------------------------------------------
| |                                                |                                                                 
| |                                                |                                                                 
| |                                                |                                                                 
| |                                                |                                                                 
| |                                                |                                                                 
| | Net income                                     | $25,496                                                         
| | Accumulated other comprehensive income (loss): |                                                                 
| |                                                | Unrealized gain (loss) from investments, available for sale, net
| |                                                | Foreign currency translation loss                               
| |                                                |                                                                 
| | Comprehensive income                           | $26,399                                                         
| |                                                |                                                                 
| |                                                |                                                                 

-5-




4.Earnings Per Share

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

| |                                              |                                             
| | -------------------------------------------- | --------------------------------------------
| |                                              |                                             
| |                                              |                                             
| |                                              |                                             
| |                                              |                                             
| |                                              |                                             
| | Net income                                   | $25,496                                     
| |                                              |                                             
| | Basic weighted-average shares outstanding    | 64,159,248                                  
| |                                              |                                             
| |                                              | Dilutive potential shares from forward sales
| |                                              | Dilutive potential shares from stock options
| |                                              |                                             
| | Dilutive weighted-average shares outstanding | 64,897,486                                  
| |                                              |                                             
| |                                              |                                             
| | Basic earnings per share                     | $0.40                                       
| |                                              |                                             
| | Diluted earnings per share                   | $0.39                                       
| |                                              |                                             
| |                                              |                                             



-6-



> Supplemental disclosure of cash flow information:

| |                                               |       
| | --------------------------------------------- | ------
| |                                               |       
| |                                               |       
| |                                               |       
| |                                               |       
| |                                               |       
| | Cash paid for interest                        | -     
| |                                               |       
| | Cash paid for income taxes                    | $3,451
| |                                               |       
| |                                               |       
| |                                               |       
| |                                               |       
| | Supplemental schedule of noncash transaction: |       
| |                                               |       
| |                                               |       
| |                                               |       
| |                                               |       
| |                                               |       
| |                                               |       
| |                                               |       
| | Stock-based compensation                      | $6,024
| |                                               |       
| |                                               |       
| |                                               |       

6. Subsequent Event

> a)
> Employee Stock Purchase PlanOn May 2, 2001, BlackRocks shareholders approved the adoption of the BlackRock, Inc. 2001 Employee Stock Purchase Plan (ESPP), the terms of which allow eligible employees to purchase shares
> of the Companys class A common stock at 85% of the lesser of fair market value on the first or last day of each six-month offering period. No charge to earnings will be recorded with respect to the ESPP. The first offering period is
> anticipated to begin on August 1, 2001. A total of 1,250,000 shares of class A  common stock have been reserved for issuance under the ESPP.-7-

|   |                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 2, 2001, BlackRocks shareholders approved an amendment to the BlackRock, Inc. 1999 Stock Award and Incentive Plan to increase the number of shares of class A common stock available under such
plan to 9,000,000 shares. BlackRocks shareholders previously authorized the issuance under the plan of up to 5.93% of the total  shares of common stock outstanding.           
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|c) | Share Repurchase Program                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 2, 2001, BlackRocks Board of Directors authorized BlackRock to repurchase up to 500,000 of its outstanding shares of class A common stock from time to time as market and business conditions
warrant in open market or privately negotiated transactions. To date, BlackRock has not purchased any shares of its outstanding class A common stock under the repurchase program.



-8-



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 25 largest investment management firms in the United States with approximately
> $201.6 billion of assets under management at March 31, 2001. BlackRock is a majority-owned indirect subsidiary of The PNC Financial Services Group, Inc. (PNC), one of the largest diversified financial services companies in the United
> States operating businesses engaged in community banking, corporate banking, real estate finance, asset-based lending, wealth management, asset management and global fund services. As of March 31, 2001, PNC indirectly owns approximately 70%, the
> public owns approximately 16% and BlackRock employees own approximately 14% of BlackRock.
> 
> The following table summarizes BlackRocks operating performance for the three months ended March 31, 2001, March 31, 2000 and December 31, 2000:

BlackRock, Inc.

Financial Highlights(Dollar amounts in thousands, except share data)

(unaudited)

|                                        |                   
|--------------------------------------- | ------------------
|                                        | Three months ended
|                                        |                   
|                                        | March 31,         
|                                        |                   
|                                        | 2001              
|                                        |                   
|Total revenue                           | $133,709          
|Total expense                           | $91,789           
|Operating income                        | $41,920           
|Net income                              | $25,496           
|Diluted earnings per share              | $0.39             
|Diluted cash earnings per share (a)     | $0.43             
|Average diluted shares outstanding      | 64,897,486        
|EBITDA (b)                              | $49,531           
|Operating margin(c)                     | 35.8              
|                                        |                   
|Assets under management ($ in millions) | $201,636          
|                                        |                   
|                                        |                   

|(a) | Net income plus amortization expense for the period divided by average diluted shares outstanding.  
|--- | ----------------------------------------------------------------------------------------------------
|(b) | Earnings before interest, taxes, depreciation and amortization.                                     
|(c) | Operating income divided by total revenue less fund administration and servicing costs  affiliates.

-9-




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.

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 and technology services to insurance companies, finance companies, pension funds, REITs, commercial and mortgage banks, savings institutions and government agencies. These
services are provided under the brand nameBlackRock SolutionsSMand include a wide array of risk management services and enterprise investment system outsourcing to clients. The fees earned on risk management advisory assignments are recorded as other income.

Operating expense primarily consists of employee compensation and benefits, fund administration and servicing costs-affiliates, general and administration, and amortization of intangible assets. Employee compensation and
benefits expense reflects salaries, deferred and incentive compensation and related benefit costs. Fund administration and servicing costs-affiliates expense reflects payments made to PNC affiliated entities, primarily associated with the
administration and servicing of PNC client investments in theBlackRock FundsSM. Intangible assets at March 31, 2001 and December 31, 2000 were $189.5 million and $192.1 million, respectively, with amortization expense of approximately $2.6 million and $2.4 million, for the three months ended March
31, 2001 and March 31, 2000, respectively. Intangible assets 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.

-10-



Assets Under Management

Assets under management (AUM) increased $29.1 billion, or 17%, to $201.6 billion at March 31, 2001, compared with $172.6 billion at March 31, 2000. The growth in assets under management was attributable to
increases of $27.4 billion in separate accounts and $1.7 billion in mutual fund assets. The increase in separate accounts was due to net subscriptions of $19.1 billion and market appreciation of $8.3 billion. Net subscriptions in fixed income,
alternative investment products, and equity accounts were $19.8 billion, $1.7 billion and $3.6 billion, respectively, while liquidity and liquidity-securities lending separate account assets experienced net redemptions of $2.2 billion and $3.8
billion, respectively. The rise in fixed income and alternative investment products separate accounts was attributable to strong relative investment performance resulting in higher levels of funding from existing clients as well as increased sales
from new clients while the growth in equity separate account assets reflected new business generated by the European equity team that joined BlackRock in January 2000. The $2.2 billion decrease in liquidity separate accounts was primarily due to the
loss of a large client in 2000. The $3.8 billion decline in liquidity-securities lending separate accounts was primarily attributable to lower levels of cash collateral managed by BlackRock for PFPC Worldwide, Inc. (PFPC), a PNC
affiliate, as a result of the decline in the equity markets. Market appreciation of $8.3 billion in separate accounts was primarily due to appreciation in fixed income assets of $9.9 billion as a result of declines in market interest rates partially
offset by market depreciation of $2.2 billion in equity assets. The $1.7 billion increase in mutual fund assets reflected net subscriptions of $7.2 billion largely attributable to strong sales ofBlackRock
Provident Institutional FundsSM(BPIF), which were offset by market depreciation of $5.8 billion in theBlackRock Fundsprimarily due to declines in the equity
markets.

BlackRock, Inc.

Assets Under Management(Dollar amounts in millions)

(unaudited)



|                                | March 31, |  | Variance
|------------------------------- | --------- |  | --------
|                                |           |  |         
|                                | 2001      |  | 2000    
|Separate Accounts               |           |  |         
|Fixed income                    | $107,371  |  | $77,595 
|Liquidity                       | 5,713     |  | 7,811   
|Liquidity-securities lending    | 7,514     |  | 11,299  
|Equity                          | 7,796     |  | 6,414   
|Alternative investment products | 4,317     |  | 2,230   
|                                |           |  |         
|Subtotal                        | 132,711   |  | 105,349 
|                                |           |  |         
|Mutual Funds                    |           |  |         
|Fixed income                    | 13,600    |  | 13,923  
|Liquidity                       | 44,252    |  | 36,862  
|Equity                          | 11,073    |  | 16,439  
|                                |           |  |         
|Subtotal                        | 68,925    |  | 67,224  
|                                |           |  |         
|Total                           | $201,636  |  | $172,573
|                                |           |  |         

-11-





Assets Under Management (continued)

The following tables present the component changes in BlackRocks assets under management for the three months ended March 31, 2001 and March 31, 2000, respectively. The data reflects certain reclassifications
between net subscriptions (redemptions) and market appreciation (depreciation) from amounts previously reported.

Net subscriptions (redemptions) were ($2.1) billion and $4.6 billion for the three months ended March 31, 2001 and March 31, 2000, respectively. Net redemptions of $2.1 billion for the three months ended March 31, 2001,
included a $4.0 billion decrease in low fee security lending assets as a result of the decline in the equity markets.

|                                                       
|-------------------------------------------------------
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|Separate Accounts                                      
|Beginning assets under management                      
|Net subscriptions (redemptions)                        
|Market appreciation                                    
|                                                       
|Ending assets under management                         
|                                                       
|Mutual Funds                                           
|Beginning assets under management                      
|Net subscriptions                                      
|Market appreciation (depreciation)                     
|                                                       
|Ending assets under management                         
|                                                       
|                                                       
|Total                                                  
|                                                       
|                                                       
|                                                       
|Net subscription (redemptions)                         
|% of Change in AUM from net subscriptions (redemptions)
|                                                       



-12-


BlackRock, Inc. Assets Under Management
Quarterly Trend

(Dollar amounts in millions) (unaudited)

|                                               
|-----------------------------------------------
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Separate Accounts                              
|Fixed Income                                   
|Beginning assets under management              
|Net subscriptions                              
|Market appreciation                            
|                                               
|Ending assets under management                 
|                                               
|Liquidity                                      
|Beginning assets under management              
|Net subscriptions (redemptions)                
|Market appreciation                            
|                                               
|Ending assets under management                 
|                                               
|Liquidity-Securities lending                   
|Beginning assets under management              
|Net subscriptions (redemptions)                
|Market appreciation                            
|                                               
|Ending assets under management                 
|                                               
|Equity                                         
|Beginning assets under management              
|Net subscriptions                              
|Market appreciation (depreciation)             
|                                               
|Ending assets under management                 
|                                               
|Alternative investment products                
|Beginning assets under management              
|Net subscriptions                              
|Market appreciation                            
|                                               
|Ending assets under management                 
|                                               
|Total Separate Accounts                        
|Beginning assets under management              
|Net subscriptions (redemptions)                
|Market appreciation                            
|                                               
|Ending assets under management                 
|                                               
|                                               
|Mutual Funds                                   
|BlackRock Funds                                
|Beginning assets under management              
|Net subscriptions (redemptions)                
|Market appreciation (depreciation)             
|                                               
|Ending assets under management                 
|                                               
|BlackRock Global Series                        
|Beginning assets under management              
|Net subscriptions                              
|Market appreciation (depreciation)             
|                                               
|Ending assets under management                 
|                                               
|BlackRock Provident Institutional Funds (BPIF)*
|Beginning assets under management              
|Net subscriptions (redemptions)                
|Exchanges                                      
|                                               
|Ending assets under management                 
|                                               
|Closed End                                     
|Beginning assets under management              
|Net redemptions                                
|Market appreciation                            
|                                               
|Ending assets under management                 
|                                               
|Short Term Investment Funds (STIF)*            
|Beginning assets under management              
|Net subscriptions (redemptions)                
|Exchanges                                      
|                                               
|Ending assets under management                 
|                                               
|Total Mutual Funds                             
|Beginning assets under management              
|Net subscriptions (redemptions)                
|Market appreciation (depreciation)             
|                                               
|Ending assets under management                 
|                                               
|                                               

*During the fourth quarter of 2000, $4.1 billion of STIF assets under management were exchanged into the BPIF product.

-13-



Operating results for the three months ended March 31, 2001 as compared with the three months ended March 31, 2000.

Revenue

Total revenue for the three months ended March 31, 2001 increased $25.6 million or 24% to $133.7 million compared with $108.1 million for the three months ended March 31, 2000. Investment advisory and administration fees
increased $23.4 million or 23% to $125.3 million for the three months ended March 31, 2001, compared with $101.9 million for the three months ended March 31, 2000. The growth in investment advisory and administration fees was primarily due to an
increase in assets under management of 17% to $201.6 billion at March 31, 2001 and increased performance fees on separate accounts and alternative investment products.

|                                                  |                   
|------------------------------------------------- | ------------------
|                                                  | Three months ended
|                                                  | March 31,         
|                                                  |                   
|Dollar amounts in thousands                       | 2001              
|                                                  |                   
|                                                  |                   
|Investment advisory and administration fees:      |                   
|Mutual funds                                      | $54,916           
|Separate accounts                                 | 70,385            
|                                                  |                   
|Total investment advisory and administration fees | 125,301           
|Other income                                      | 8,408             
|                                                  |                   
|Total revenue                                     | $133,709          
|                                                  |                   
|                                                  |                   

Mutual fund advisory and administration fees decreased $4.2 million or 7% to $54.9 million for the three months ended March 31, 2001 compared with $59.1 million for the three months ended March 31, 2000. The decrease in
mutual fund revenue was primarily due to a decline in assets in theBlackRock Fundsof $4.9 billion or 17%, partially offset by a $7.2 billion or 28% increase in BPIF assets,
net of exchanges. Separate account advisory fees increased $27.6 million or 65% primarily due to a $27.4 billion or 26% increase in assets under management and higher performance fees. Total performance fees for the three months ended March 31, 2001
approximated $18.7 million of which $16.5 million reflected current period results on alternative investment products while $2.2 million reflected an annual fee on certain European Equity separate accounts. Other income increased $2.2 million or 36%
due to increased sales ofBlackRock Solutionsproducts.

-14-



Expense

Total expense increased $15.9 million or 21% to $91.8 million for the three months ended March 31, 2001, compared with $75.9 million for the three months ended March 31, 2000. The change was primarily the result of
increases in employee compensation and benefits and general and administration expenses, partially offset by a decrease in fund administration and servicing costs-affiliates.

|                                                   |                   
|-------------------------------------------------- | ------------------
|                                                   | Three months ended
|                                                   | March 31,         
|                                                   |                   
|Dollar amounts in thousands                        | 2001              
|                                                   |                   
|                                                   |                   
|                                                   |                   
|Employee compensation and benefits                 | $55,430           
|Fund administration and servicing costs-affiliates | 16,690            
|General and administration                         | 17,055            
|Amortization of intangible assets                  | 2,614             
|                                                   |                   
|Total expense                                      | $91,789           
|                                                   |                   
|                                                   |                   

Employee compensation and benefits increased $14.8 million primarily due to increased incentive compensation of $12.8 million, of which $5.4 million reflected accruals based on the growth in operating income, $7.4
million reflected direct incentives on alternative product performance fees and $2.0 million related to salary and benefits. Salary and benefit cost increases were the result of a 20% increase in full-time employees. Fund administration and
servicing costs-affiliates declined $3.1 million or 16% due to lower levels of PNC client assets invested in theBlackRock Funds. General and administration expenses increased
$4.0 million or 30% largely due to new business activity and increased headcount. Marketing and promotional expenses increased $.9 million primarily due to an increase in travel and related expenses. Office and related expenses increased $.4 million
due to higher occupancy expenses associated with corporate facility expansion, particularly in Edinburgh, Scotland. Technology and related expenses increased approximately $1.1 million as a result of increased sales ofBlackRock Solutionsproducts. Portfolio and related services increased by $.8 million due to increased sub-advisory fees for new alternative investment products and increased market data service
expense.

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Operating Income and Net Income

Operating income was $41.9 million for the three months ended March 31, 2001, representing a $9.8 million or 31% increase compared with the three months ended March 31, 2000. Non-operating income increased $1.0 million
to $1.7 million for the three months ended March 31, 2001 as compared with the three months ended March 31, 2001. The rise was primarily the result of an increase in interest income of $1.4 million reflecting higher levels of investments from the
Companys excess operating cash flow. Income tax expense was $18.1 million and $13.6 million, representing an effective tax rate of 41.5% for the three months ended March 31, 2001 and March 31, 2000. Net income totaled $25.5 million for the
three months ended March 31, 2001 compared with $19.2 million for the three months ended March 31, 2000, representing an increase of $6.3 million or 33%.

Liquidity and Capital Resources

BlackRock meets its working capital requirements through cash generated by its operating activities. Cash provided by the Company's operating activities totaled $26.5 million for the three months ended March 31, 2001.
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 used in investing activities was $14.2 million for the three months ended March 31, 2001. Capital expenditures for property and equipment was $8.2 million for the three months ended March 31, 2001 and
primarily included higher technology investments associated with newBlackRock Solutionsclients and construction costs related to the new building located in Wilmington,
Delaware. Net purchases of investments were $6.0 million for the three months ended March 31, 2001 and represented seed investments made in certain new alternative investment products.

Net cash flow used in financing activities was $6.1 million for the three months ended March 31, 2001. Financing activities primarily represented treasury stock activity for the three months ended March 31, 2001. On
January 31, 2001, in connection with the Long-term Deferred Compensation Plan, BlackRock repurchased approximately 142 thousand shares of class A common stock at a fair market value of $40.33 per share from certain employees to facilitate required
employee income tax payments.

On January 8, 2001, the Company entered into a commitment to invest $8.4 million in Magnetite Asset Investors III, L.L.C., an alternative investment fund sponsored by BlackRock of which $3.4 million remained unfunded as
of March 31, 2001. The Company funded an additional $1.7 million on April 20, 2001.

On April 30, 2001, BlackRock invested $90 million of cash and cash equivalents into the Intermediate Bond Portfolio, aBlackRock Fundsportfolio.

On May 2, 2001, BlackRocks Board of Directors authorized BlackRock to repurchase up to 500,000 of its outstanding shares of class A common stock from time to time as market and business conditions warrant in open
market or privately negotiated transactions.

Total capital at March 31, 2001 was $401.8 million and was comprised entirely of stockholders' equity.

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Interest Rates

The value of assets under management is affected by 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 rapidly 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.

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Forward-looking Statements

This report and other documents filed by BlackRock with the Securities and Exchange Commission (the "SEC") include forward-looking statements within the meaning of the Private Securities Litigation Reform Act
with respect to BlackRocks future financial or business performance, conditions, strategies, expectations and goals. In addition, BlackRock may also include forward-looking statements in other written or oral statements. 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 these 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 to update forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed by BlackRock and those identified elsewhere in this report, the following factors, among others, could cause actual results to differ materially from forward-looking statements
or historical performance: the introduction, withdrawal, success and timing of business initiatives and strategies; economic conditions; changes in interest rates and financial and capital markets; the investment performance of BlackRock's advised
or sponsored investment products and separately managed accounts; competitive conditions; capital improvement projects; future acquisitions; and the impact, extent and timing of technological changes and legislative and regulatory actions and
reforms.

Exhibit 99.1 to BlackRocks Annual Report on Form 10-K for the year ended December 31, 2000 and BlackRocks subsequent reports filed with the Securities and Exchange Commission, accessible on the SECs
website at http://www.sec.gov, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.

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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 ofBlackRock Fundsand certain institutional and private placement portfolios
("alternative investment products"). Occasionally, BlackRock invests in new mutual funds (seed investments) sponsored by BlackRock in order to provide investable cash to the new mutual fund to establish a performance history. As of March
31, 2001, the fair market value of seed investments was $20.7 million. As of March 31, 2001, BlackRock did not hold any derivative investments to hedge its seed investments. On April 30, 2001, BlackRock invested $90 million of cash and cash
equivalents into the Intermediate Bond Portfolio, aBlackRock Fundsportfolio. The Intermediate Bond Portfolio's assets are invested primarily in investment grade intermediate bonds with
maturities from 2 to 10 years.

BlackRock does not hold any derivative securities to hedge its investments. These investments expose BlackRock to credit and interest rate risk. However, the Company does not believe that the effect of reasonably
possible near-term changes in default rates or interest rates on its financial position, results of operations or cash flow would be material.

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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 at the present time anticipate that the ultimate aggregate liability, if any, arising out of such lawsuits will have a material adverse effect on BlackRock's financial position. 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.

Item 2. Changes in Securities and Use of Proceeds

Recent Sales of Unregistered Securities

On February 6, 2001, BlackRock issued 5,000 restricted shares of class B common stock to a new employee as incentive compensation. The shares were not registered under the Securities Act of 1933, as amended, and to the
extent that the issuance involved an offer and sale, were issued in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933 for transactions by an issuer not involving a public offering. These shares, which include
significant transfer restrictions and a substantial risk of forfeiture, were granted at a fair market value of $0.2 million, which will be expensed on a straight-line basis over the restriction periods. The fair market value of these shares was
recorded as unearned compensation in BlackRock's consolidated statement of financial condition at March 31, 2001.

Item 6. Exhibits and Reports on Form 8-K

| | (a) | Exhibits                                                                                                                                                 | 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |     |                                                                                                                                                          | 
| |     | Exhibit No.                 Description                                                                                                                  | 
| |     |                                                                                                                                                          | 
| | (b) | Reports on Form 8-K                                                                                                                                      | 
| |     |                                                                                                                                                          | 
| |     | Since December 31, 2000, the Company has filed the following Current Reports

on Form 8-K.                                                               | 
| |     |                                                                                                                                                          | 
| |     | Form 8-K dated as of January 16, 2001, reporting the Companys results of

operations for the year ended December 31, 2000, filed pursuant to Item 5.    | 
| |     |                                                                                                                                                          | 
| |     | Form 8-K dated as of April 12, 2001, reporting the Companys results of

operations for the three months ended March 31, 2001, filed pursuant to Item 5. | 

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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)                            
|------------------ | --------------------------------------------------------
|                   |                                                         
|                   | By:  /s/ Paul L. Audet                                  
|Date: May 11, 2001 | Paul L. AudetManaging Director &
Chief Financial Officer
|                   |                                                         

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