##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION Washington, DC  20549

FORM 10-Q

(Mark One)

|x                                                            | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 
|------------------------------------------------------------ | -----------------------------------------------------------------------------------------
|                                                             |                                                                                          
|For the quarterly period ended June 30, 2003                
|                                                             |                                                                                          
|OR                                                          
|                                                             |                                                                                          
|o                                                            | 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                                                                          
|                                                                                  
|(State or other jurisdiction of  incorporation or organization)                   
|                                                                                  
|40 East 52nd Street, New York, NY  10022                                          
|                                                                                  
|(Address of principal executive offices)                                          
|(Zip Code)                                                                        
|                                                                                  
|(212) 754-5300                                                                    
|                                                                                  
|(Registrants telephone number, including area code)                              
|                                                                                  
|                                                                                  
|                                                                                  
|(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 o
|----- | ----

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

|Yes x | No o
|----- | ----

As of July 31, 2003, there were 18,688,117 shares of the registrants class A common stock outstanding and 45,873,766 shares of the registrants class B
common stock outstanding.

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##### Table of Contents

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 | 14  
|                  |                                                                                       |     
|Item 3.           | Quantitative and Qualitative Disclosures About Market Risk                            | 40  
|                  |                                                                                       |     
|Item 4.           | Controls and Procedures                                                               | 41  
|                  |                                                                                       |     
|PART II          
|                 
|OTHER INFORMATION
|                  |                                                                                       |     
|Item 4.           | Submission of Matters to a Vote of Security Holders                                   | 42  
|                  |                                                                                       |     
|Item 6.           | Exhibits and Reports on Form 8-K                                                      | 43  

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##### Table of Contents

PART I    FINANCIAL INFORMATIONItem 1.        Financial Statements

BlackRock, Inc.
 Consolidated Statements of Financial Condition(Dollar amounts in thousands)

|                                                                                  |  | June 30, 2003 |         | December 31, 2002 |  
|--------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | -
|                                                                                  |  |               |         |                   |  
|                                                                                  |  | (unaudited)   |         |                   |  
|Assets                                                                            |  |               |         |                   |  
|Cash and cash equivalents                                                         |  | $             | 180,833 |                   | $
|Accounts receivable                                                               |  |               | 119,344 |                   |  
|Investments (cost: $297,878 and $211,325, respectively)                           |  |               | 304,717 |                   |  
|Property and equipment, net                                                       |  |               | 90,292  |                   |  
|Intangible assets, net                                                            |  |               | 192,204 |                   |  
|Receivable from affiliates                                                        |  |               | 104     |                   |  
|Other assets                                                                      |  |               | 13,174  |                   |  
|                                                                                  |  |               |         |                   |  
|Total assets                                                                      |  | $             | 900,668 |                   | $
|                                                                                  |  |               |         |                   |  
|Liabilities                                                                       |  |               |         |                   |  
|Accrued compensation                                                              |  | $             | 118,200 |                   | $
|Accounts payable and accrued liabilities                                          |  |               |         |                   |  
|Affiliate                                                                         |  |               | 35,175  |                   |  
|Other                                                                             |  |               | 14,319  |                   |  
|Acquired management contract obligation                                           |  |               | 5,736   |                   |  
|Other liabilities                                                                 |  |               | 18,251  |                   |  
|                                                                                  |  |               |         |                   |  
|Total liabilities                                                                 |  |               | 191,681 |                   |  
|                                                                                  |  |               |         |                   |  
|Stockholders equity                                                              |  |               |         |                   |  
|Common stock, class A, 19,225,424 and 17,606,801 shares issued, respectively      |  |               | 192     |                   |  
|Common stock, class B, 46,173,865 and 47,629,373 shares issued, respectively      |  |               | 461     |                   |  
|Additional paid - in capital                                                      |  |               | 198,362 |                   |  
|Retained earnings                                                                 |  |               | 514,741 |                   |  
|Unearned compensation                                                             |  |               | (964    | )                 |  
|Accumulated other comprehensive loss                                              |  |               | 5,447   |                   |  
|Treasury stock, class A, at cost, 109,357 and 38,714 shares issued, respectively  |  |               | (4,891  | )                 |  
|Treasury stock, class B, at cost, 299,832 and 281,281 shares issued, respectively |  |               | (4,361  | )                 |  
|                                                                                  |  |               |         |                   |  
|Total stockholders equity                                                        |  |               | 708,987 |                   |  
|                                                                                  |  |               |         |                   |  
|Total liabilities and stockholders equity                                        |  | $             | 900,668 |                   | $
|                                                                                  |  |               |         |                   |  

See accompanying notes to consolidated financial statements.

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##### Table of Contents

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 June 30, |            | Six months ended June 30, |  
|------------------------------------------- |  | --------------------------- | ---------- | ------------------------- | -
|                                            |  |                             |            |                           |  
|                                            |  | 2003                        |            | 2002                      |  
|                                            |  |                             |            |                           |  
|Revenue                                     |  |                             |            |                           |  
|Investment advisory and administration fees |  |                             |            |                           |  
|Mutual funds                                |  | $                           | 48,496     |                           | $
|Separate accounts                           |  |                             | 79,517     |                           |  
|Other income                                |  |                             |            |                           |  
|Affiliate                                   |  |                             | 1,250      |                           |  
|Other                                       |  |                             | 14,643     |                           |  
|                                            |  |                             |            |                           |  
|Total revenue                               |  |                             | 143,906    |                           |  
|                                            |  |                             |            |                           |  
|Expense                                     |  |                             |            |                           |  
|Employee compensation and benefits          |  |                             | 55,819     |                           |  
|Fund administration and servicing costs     |  |                             |            |                           |  
|Affiliate                                   |  |                             | 6,686      |                           |  
|Other                                       |  |                             | 892        |                           |  
|General and administration                  |  |                             |            |                           |  
|Affiliate                                   |  |                             | 1,984      |                           |  
|Other                                       |  |                             | 23,492     |                           |  
|Amortization of intangible assets           |  |                             | 231        |                           |  
|                                            |  |                             |            |                           |  
|Total expense                               |  |                             | 89,104     |                           |  
|                                            |  |                             |            |                           |  
|Operating income                            |  |                             | 54,802     |                           |  
|Non-operating income (expense)              |  |                             |            |                           |  
|Investment income                           |  |                             | 8,233      |                           |  
|Interest expense                            |  |                             | (151       | )                         |  
|                                            |  |                             |            |                           |  
|Total non-operating income                  |  |                             | 8,082      |                           |  
|                                            |  |                             |            |                           |  
|Income before income taxes                  |  |                             | 62,884     |                           |  
|Income taxes                                |  |                             | 24,210     |                           |  
|                                            |  |                             |            |                           |  
|Net income                                  |  | $                           | 38,674     |                           | $
|                                            |  |                             |            |                           |  
|Earnings per share                          |  |                             |            |                           |  
|Basic                                       |  | $                           | 0.59       |                           | $
|Diluted                                     |  | $                           | 0.58       |                           | $
|Weighted-average shares outstanding         |  |                             |            |                           |  
|Basic                                       |  |                             | 65,028,337 |                           |  
|Diluted                                     |  |                             | 66,164,326 |                           |  

See accompanying notes to consolidated financial statements.

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.       Financial Statements (continued)

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

|                                                                                  |  | Six months ended June 30, |        
|--------------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                                  |  |                           |        
|                                                                                  |  | 2003                      |        
|                                                                                  |  |                           |        
|Cash flows from operating activities                                              |  |                           |        
|Net income                                                                        |  | $                         | 73,994 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |        
|Depreciation and amortization                                                     |  |                           | 10,464 
|Stock-based compensation                                                          |  |                           | 4,610  
|Deferred income taxes                                                             |  |                           | 2,278  
|Tax benefit from stock-based compensation                                         |  |                           | 4,167  
|Purchase of investments, trading, net                                             |  |                           | (17,385
|Net gain on investments                                                           |  |                           | (4,700 
|Changes in operating assets and liabilities:                                      |  |                           |        
|Increase in accounts receivable                                                   |  |                           | (5,307 
|Decrease (increase) in receivable from affiliates                                 |  |                           | 177    
|(Increase) decrease in other assets                                               |  |                           | (3,756 
|Decrease in accrued compensation                                                  |  |                           | (49,452
|Increase in accounts payable and accrued liabilities                              |  |                           | 6,936  
|Increase (decrease) in other liabilities                                          |  |                           | 759    
|                                                                                  |  |                           |        
|Cash provided by operating activities                                             |  |                           | 22,785 
|                                                                                  |  |                           |        
|Cash flows from investing activities                                              |  |                           |        
|Purchase of property and equipment                                                |  |                           | (6,299 
|Purchase of investments                                                           |  |                           | (67,481
|Acquisition of business, net of cash acquired                                     |  |                           | (4,584 
|                                                                                  |  |                           |        
|Cash used in investing activities                                                 |  |                           | (78,364
|                                                                                  |  |                           |        
|Cash flows from financing activities                                              |  |                           |        
|Issuance of class A common stock                                                  |  |                           | 623    
|Purchase of treasury stock                                                        |  |                           | (22,333
|Reissuance of treasury stock                                                      |  |                           | 2,661  
|Acquired management contract obligation payment                                   |  |                           | (842   
|                                                                                  |  |                           |        
|Cash used in financing activities                                                 |  |                           | (19,891
|                                                                                  |  |                           |        
|Effect of exchange rate changes on cash and cash equivalents                      |  |                           | 1,069  
|Net decrease in cash and cash equivalents                                         |  |                           | (74,401
|Cash and cash equivalents, beginning of period                                    |  |                           | 255,234
|                                                                                  |  |                           |        
|Cash and cash equivalents, end of period                                          |  | $                         | 180,833
|                                                                                  |  |                           |        

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

BlackRock, Inc.
 Notes to Consolidated Financial Statements Three Months Ended June 30, 2003 and 2002(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 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, 2002.  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

The Companys investments are classified as trading
and available for sale.  Investments, trading, represent investments made by the Company and held in a Rabbi trust with respect to senior employee elections under the BlackRock Voluntary and Involuntary Deferred Compensation Plans and certain
seed investments which are recorded at fair market value with unrealized gains and losses included in the accompanying consolidated statements of income as investment income (expense).  Investments, available for sale, consist primarily of
investments in BlackRock funds, municipal bonds and alternative investment products and are stated at market values.  Securities which are not readily marketable (alternative investment products) are stated at their estimated fair market value
as determined by the Companys management.

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.  Realized gains and losses on trading and available for sale investments are calculated on a specific identification basis and, along with interest and dividend income, are included in
investment income (expense) 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 equity 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 amounts) is less than the last revised estimate and the
reduction in estimated future cash flows is deemed to be other than temporary, an impairment is recognized based on the excess of the carrying amount of the

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

1.          Significant Accounting Policies (continued)

Investments (continued)

investment over its fair value.  In evaluating impairments on all other available for sale securities, the Company considers the length of time and the extent to which the securitys market value 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 non-operating income (expense) on the consolidated statements of income.

Stock-Based Compensation

Prior to 2003, the Company accounted
for stock-based employee compensation plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  Stock compensation
recorded prior to 2003 primarily represents the grant of restricted common stock to employees.  Effective January 1, 2003, the Company adopted 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 and six month
periods ended June 30, 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 ended June 30, |        | Six months ended June 30, |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|                                                                                                                                       |  |                             |        |                           |  
|                                                                                                                                       |  | 2003                        |        | 2002                      |  
|                                                                                                                                       |  |                             |        |                           |  
|Net income, as reported                                                                                                                |  | $                           | 38,674 |                           | $
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                             |  |                             | 297    |                           |  
|Deduct:  Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax
effects |  |                             | (3,659 | )                         |  
|                                                                                                                                       |  |                             |        |                           |  
|Pro forma net income                                                                                                                   |  | $                           | 35,312 |                           | $
|                                                                                                                                       |  |                             |        |                           |  
|Earnings per share:                                                                                                                    |  |                             |        |                           |  
|Basic - as reported                                                                                                                    |  | $                           | 0.59   |                           | $
|Basic - pro forma                                                                                                                      |  | $                           | 0.54   |                           | $
|Diluted - as reported                                                                                                                  |  | $                           | 0.58   |                           | $
|Diluted - pro forma                                                                                                                    |  | $                           | 0.53   |                           | $

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

1.          Significant Accounting Policies (continued)

Consolidation of Variable Interest
Entities

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest
Entities.  FIN No. 46 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).

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 Concept No. 7, Using Cash Flow Information and Present Value in Accounting Measurements.

A public enterprise with a variable interest in a VIE
created before January 31, 2003 must apply FIN No. 46 to that VIE as of the beginning of the first interim or annual reporting period beginning after June 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.

During the
six months ended June 30, 2003, management made changes to the equity ownership and/or control structure of certain hedge funds previously identified in the Companys Annual Report on Form 10-K for the year ended December 31, 2002 which has
removed them from the scope of FIN No. 46.  As a result these entities will not be required to be consolidated in the third quarter of 2003.

Pursuant to the conceptual framework set forth in
FIN No. 46, the Companys management has concluded that the consolidation of the assets, liabilities and results of operations of four collateralized bond obligation funds (CBOs) and one collateralized loan obligation fund
(CLO) organized as corporations or limited liability companies in its consolidated financial statements as of and for the period ended September 30, 2003 is reasonably possible.  The funds invest in high yield securities and offer
opportunity for high return and are subject to greater risk than traditional investment products.  These funds are structured to take advantage of the yield differential between their assets and liabilities and have terms to maturity from eight
to twelve years.  At June 30, 2003, aggregate assets and debt in the CBOs and CLO was approximately $2.3 billion and $2.0 billion, respectively.  If such assets and debt are required to be recorded, the Company would disclose that it
claims no title to the assets and such liabilities are without recourse to BlackRock.  In its role as collateral manager for the CBOs, BlackRock is not exposed to risk of loss with respect to the CBOs debts. BlackRocks equity ownership in
these funds was approximately $14.4 million at June 30, 2003.  BlackRocks maximum potential loss related to these VIEs is limited to the amount of its respective equity ownership in each of these investment vehicles.  Additionally,
the Company has neither guaranteed nor is contractually liable for any of the VIEs obligations.

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

1.          Significant Accounting Policies (continued)

Consolidation of Variable Interest Entities
(continued)

Assuming the consolidation of the CBOs and CLOs assets, liabilities and results of operations effective July 1, 2003, the Company will record a cumulative effect of
change in accounting principle not expected to exceed $1 million, after tax.  This charge primarily represents the difference between the carrying amounts of BlackRocks investments in these entities accounted for under SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, the Companys current accounting treatment, and FIN No. 46.

Commencing in 2003, BlackRock acts as trading adviser
and special member to an entity which has created a series of municipal securities trusts in which it has retained interests.  These trusts purchase fixed-rate, long-term, highly rated, insured or escrowed 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.  The aggregate assets and debt in this entity (including the trusts) was approximately $153 million and $103 million, respectively.  BlackRocks
equity ownership was approximately $5.4 million at June 30, 2003.  The Companys management has concluded that BlackRock is not the primary beneficiary of this entity and therefore will not consolidate the entity upon the Companys
adoption of FIN No. 46.

On July 17, 2003, BlackRock made a formal submission to the Securities and Exchange Commissions (SEC) Office of the Chief Accountant requesting
pre-clearance of our interpretation of certain issues associated with the implementation of FIN No. 46 which would result in a non-consolidation determination with respect to the previously noted CBOs and CLO.  There can be no assurance that
the SECs review of our submission will result in non-consolidation of the CBOs and the CLO.

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##### Table of Contents

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.

Recent Accounting
Pronouncements

In May 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities.  SFAS No. 149 amends and clarifies
financial accounting and reporting for derivative instruments, including derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.  The adoption of this statement is not expected to have a material impact on the Companys
financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.  SFAS No. 150
addresses the standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and requires the issuer to classify a financial instrument that is within the scope of a liability
(or asset in some circumstances).  SFAS No. 150 became effective for all instruments issued after May 1, 2003 and is required to be applied to all financial instruments as of the beginning of the first interim or annual reporting period
beginning after June 15, 2003.  The adoption of this statement is not expected to have a material impact on the Companys financial statements.

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

2.          Investments, Trading and Available for Sale

A summary of the cost and fair market value of
investments is as follows:

|                                                  |  |      |         |       | Gross Unrealized |        |  |                   |       
|------------------------------------------------- |  | ---- | ------- | ----- | ---------------- | ------ |  | ----------------- | ------
|                                                  |  |      |         |       |                  |        |  |                   |       
|June 30, 2003                                     |  | Cost |         | Gains |                  | Losses |  | Fair Market Value |       
|                                                  |  |      |         |       |                  |        |  |                   |       
|Mutual funds                                      |  | $    | 10,711  |       | $                | 423    |  | $                 | (14   
|Equity securities                                 |  |      | 6,041   |       |                  | 980    |  |                   | (49   
|Other                                             |  |      | 18,037  |       |                  | 226    |  |                   | (222  
|                                                  |  |      |         |       |                  |        |  |                   |       
|Total investments, trading                        |  |      | 34,789  |       |                  | 1,629  |  |                   | (285  
|                                                  |  |      |         |       |                  |        |  |                   |       
|Mutual funds                                      |  |      | 158,616 |       |                  | 2,625  |  |                   | (1,106
|Municipal debt securities                         |  |      | 77,332  |       |                  | 699    |  |                   |      
|Collateralized bond obligations                   |  |      | 11,947  |       |                  | 2,416  |  |                   |      
|Other                                             |  |      | 15,194  |       |                  | 861    |  |                   |      
|                                                  |  |      |         |       |                  |        |  |                   |       
|Total investments, available for sale             |  |      | 263,089 |       |                  | 6,601  |  |                   | (1,106
|                                                  |  |      |         |       |                  |        |  |                   |       
|Total investments, trading and available for sale |  | $    | 297,878 |       | $                | 8,230  |  | $                 | (1,391
|                                                  |  |      |         |       |                  |        |  |                   |       

|                                                  |  |      |         |       | Gross Unrealized |        |  |                    |       
|------------------------------------------------- |  | ---- | ------- | ----- | ---------------- | ------ |  | ------------------ | ------
|                                                  |  |      |         |       |                  |        |  |                    |       
|December 31, 2002                                 |  | Cost |         | Gains |                  | Losses |  | Fair Market  Value |       
|                                                  |  |      |         |       |                  |        |  |                    |       
|Mutual funds                                      |  | $    | 5,461   |       | $                | 51     |  | $                  | (381  
|Other                                             |  |      | 11,889  |       |                  |       |  |                    | (1,123
|                                                  |  |      |         |       |                  |        |  |                    |       
|Total investments, trading                        |  |      | 17,350  |       |                  | 51     |  |                    | (1,504
|                                                  |  |      |         |       |                  |        |  |                    |       
|Mutual funds                                      |  |      | 158,262 |       |                  | 1,095  |  |                    | (939  
|Municipal debt securities                         |  |      | 13,823  |       |                  | 448    |  |                    |      
|Collateralized bond obligations                   |  |      | 12,108  |       |                  |       |  |                    | (1,733
|Other                                             |  |      | 9,782   |       |                  |       |  |                    |      
|                                                  |  |      |         |       |                  |        |  |                    |       
|Total investments, available for sale             |  |      | 193,975 |       |                  | 1,543  |  |                    | (2,672
|                                                  |  |      |         |       |                  |        |  |                    |       
|Total investments, trading and available for sale |  | $    | 211,325 |       | $                | 1,594  |  | $                  | (4,176
|                                                  |  |      |         |       |                  |        |  |                    |       

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.

BlackRock acts as investment advisor to all these investments.

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

3.           Other Income

Other income consists of the following:

|                                               |  | Three months ended June 30, |        | Six months ended June 30, |  
|---------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|                                               |  |                             |        |                           |  
|                                               |  | 2003                        |        | 2002                      |  
|                                               |  |                             |        |                           |  
|Risk management and investment system services |  | $                           | 13,619 |                           | $
|Other                                          |  |                             | 2,274  |                           |  
|                                               |  |                             |        |                           |  
|                                               |  | $                           | 15,893 |                           | $
|                                               |  |                             |        |                           |  

4.Intangible Assets

Intangible assets at June 30, 2003 consist of the following:

|                                                 |  |                                     |      |                       | June 30, 2003 |                           
|------------------------------------------------ |  | ----------------------------------- | ---- | --------------------- | ------------- | --------------------------
|                                                 |  |                                     |      |                       |               |                           
|                                                 |  | Weighted-avg. estimated useful life |      | Gross Carrying Amount |               | Accumulated   Amortization
|                                                 |  |                                     |      |                       |               |                           
|Goodwill                                         |  |                                     | N/A  |                       | $             | 243,474                   
|Management contracts acquired                    |  |                                     | N/A  |                       |               | 8,841                     
|                                                 |  |                                     |      |                       |               |                           
|Total goodwill and unamortized intangible assets |  |                                     |      |                       |               | 252,315                   
|                                                 |  |                                     |      |                       |               |                           
|Management contract acquired                     |  |                                     | 10.0 |                       |               | 8,040                     
|Other                                            |  |                                     | 2.2  |                       |               | 286                       
|                                                 |  |                                     |      |                       |               |                           
|Total amortized intangible assets                |  |                                     | 9.7  |                       |               | 8,326                     
|                                                 |  |                                     |      |                       |               |                           
|Total intangible assets                          |  |                                     |      |                       | $             | 260,641                   
|                                                 |  |                                     |      |                       |               |                           

|                                                 |  |                                     |      |                       | December 31, 2002 |                         
|------------------------------------------------ |  | ----------------------------------- | ---- | --------------------- | ----------------- | ------------------------
|                                                 |  |                                     |      |                       |                   |                         
|                                                 |  | Weighted-avg. estimated useful life |      | Gross Carrying Amount |                   | Accumulated Amortization
|                                                 |  |                                     |      |                       |                   |                         
|Goodwill                                         |  |                                     | N/A  |                       | $                 | 240,797                 
|Management contracts acquired                    |  |                                     | N/A  |                       |                   | 1,677                   
|                                                 |  |                                     |      |                       |                   |                         
|Total goodwill and unamortized intangible assets |  |                                     |      |                       |                   | 242,474                 
|                                                 |  |                                     |      |                       |                   |                         
|Management contract acquired                     |  |                                     | 10.0 |                       |                   | 8,040                   
|Other                                            |  |                                     | 2.2  |                       |                   | 286                     
|                                                 |  |                                     |      |                       |                   |                         
|Total amortized intangible assets                |  |                                     | 9.7  |                       |                   | 8,326                   
|                                                 |  |                                     |      |                       |                   |                         
|Total intangible assets                          |  |                                     |      |                       | $                 | 250,800                 
|                                                 |  |                                     |      |                       |                   |                         

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

4.          Intangible Assets (continued)

The $2,677 increase in goodwill during the six months ended June
30, 2003 consists entirely of additions related to the acquisitions of Cyllenius Capital Management, LLC, an equity hedge fund manager, on November 4, 2002, and HPB Management LLC, a fund of hedge funds manager, on April 30, 2003.

Future expected amortization of intangible assets expense is as follows:

|2003 |  | $ | 453 | 
|---- |  | - | --- | 
|2004 |  |   | 906 | 
|2005 |  |   | 824 | 
|2006 |  |   | 804 | 

5.          Common Stock

BlackRocks class A, $0.01 par value, common stock authorized was 250,000,000 shares as of June 30, 2003 and December 31, 2002, respectively.  BlackRocks class B, $0.01 par value, common stock
authorized was 100,000,000 shares as of June 30, 2003 and December 31, 2002, respectively.

The Companys common stock issued and outstanding and related activity during the six month period
ended June 30, 2003 consists of the following:

|                                             |  | Shares issued       |            | Shares outstanding    | 
|-------------------------------------------- |  | ------------------- | ---------- | --------------------- | 
|                                             |  |                     |            |                       | 
|                                             |  | Common shares Class |            | Treasury shares Class | 
|                                             |  |                     |            |                       | 
|                                             |  | A                   |            | B                     | 
|                                             |  |                     |            |                       | 
|December 31, 2002                            |  |                     | 17,606,801 |                       | 
|Conversion of class B stock to class A stock |  |                     | 1,144,059  |                       | 
|Issuance of class A common stock             |  |                     | 474,564    |                       | 
|Treasury stock transactions                  |  |                     |           |                       | 
|                                             |  |                     |            |                       | 
|June 30, 2003                                |  |                     | 19,225,424 |                       | 
|                                             |  |                     |            |                       | 

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued) Item 1.      Financial Statements  (continued)

6.          Comprehensive Income

|                                                                 |  | Three months ended June 30, |        | Six months ended June 30, |  
|---------------------------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|                                                                 |  |                             |        |                           |  
|                                                                 |  | 2003                        |        | 2002                      |  
|                                                                 |  |                             |        |                           |  
|Net income                                                       |  | $                           | 38,674 |                           | $
|Other comprehensive income gain (loss):                          |  |                             |        |                           |  
|Unrealized gain (loss) from investments, available for sale, net |  |                             | 3,705  |                           |  
|Foreign currency translation gain                                |  |                             | 1,424  |                           |  
|                                                                 |  |                             |        |                           |  
|Comprehensive income                                             |  | $                           | 43,803 |                           | $
|                                                                 |  |                             |        |                           |  

7.          Earnings Per Share

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

|                                             |  | Three months ended June 30, |            | Six months ended June 30, |  
|-------------------------------------------- |  | --------------------------- | ---------- | ------------------------- | -
|                                             |  |                             |            |                           |  
|                                             |  | 2003                        |            | 2002                      |  
|                                             |  |                             |            |                           |  
|Net income                                   |  | $                           | 38,674     |                           | $
|                                             |  |                             |            |                           |  
|Basic weighted-average shares outstanding    |  |                             | 65,028,337 |                           |  
|Dilutive potential shares from forward sales |  |                             |           |                           |  
|Dilutive potential shares from stock options |  |                             | 1,135,989  |                           |  
|                                             |  |                             |            |                           |  
|Dilutive weighted-average shares outstanding |  |                             | 66,164,326 |                           |  
|                                             |  |                             |            |                           |  
|Basic earnings per share                     |  | $                           | 0.59       |                           | $
|                                             |  |                             |            |                           |  
|Diluted earnings per share                   |  | $                           | 0.58       |                           | $
|                                             |  |                             |            |                           |  

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##### Table of Contents

PART I    FINANCIAL INFORMATION (continued) Item 1.        Financial Statements (continued)

8.          Supplemental Statements of Cash Flow Information

Supplemental disclosure of cash flow
information:

|                           |  | Six months ended June 30, |       
|-------------------------- |  | ------------------------- | ------
|                           |  |                           |       
|                           |  | 2003                      |       
|                           |  |                           |       
|Cash paid for interest     |  | $                         | 658   
|                           |  |                           |       
|Cash paid for income taxes |  | $                         | 34,881
|                           |  |                           |       

Supplemental schedule of noncash transactions:

|                                            |  | Six months ended June 30, |      
|------------------------------------------- |  | ------------------------- | -----
|                                            |  |                           |      
|                                            |  | 2003                      |      
|                                            |  |                           |      
|Stock-based compensation                    |  | $                         | 5,395
|                                            |  |                           |      
|Short-term liability issued for acquisition |  | $                         | 4,009
|                                            |  |                           |      

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##### Table of Contents

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 $286.3 billion of assets under management at
June 30, 2003.  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 Provident Institutional Funds(BPIF).  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 largest diversified financial services companies in the United States, operating businesses engaged in regional community
banking; wholesale banking, including corporate banking, real estate finance and asset-based lending; wealth management; asset management and global fund processing services.  As of June 30, 2003, PNC indirectly owned approximately 69% of
BlackRock.

The following table summarizes BlackRocks operating performance for the three months ended June 30, 2003, June 30, 2002 and March 31, 2003 and the six months ended June 30, 2003
and 2002:

BlackRock, Inc. Financial Highlights(Dollar amounts in thousands, except share data or otherwise stated)(unaudited)

|                                        |  | Three months ended |            | Variance vs. |  
|--------------------------------------- |  | ------------------ | ---------- | ------------ | -
|                                        |  |                    |            |              |  
|                                        |  | June 30,           |            | March 31,    |  
|                                        |  |                    |            |              |  
|                                        |  | 2003               |            | 2002         |  
|                                        |  |                    |            |              |  
|Total revenue                           |  | $                  | 143,906    |              | $
|Total expense                           |  | $                  | 89,104     |              | $
|Operating income                        |  | $                  | 54,802     |              | $
|Net income                              |  | $                  | 38,674     |              | $
|Diluted earnings per share              |  | $                  | 0.58       |              | $
|Average diluted shares outstanding      |  |                    | 66,164,326 |              |  
|Operating margin (a)                    |  |                    | 40.2       | %            |  
|Assets under management ($ in millions) |  | $                  | 286,309    |              | $

|                                        |  | Six months ended |            |          |  
|--------------------------------------- |  | ---------------- | ---------- | -------- | -
|                                        |  |                  |            |          |  
|                                        |  | June 30,         |            | Variance |  
|                                        |  |                  |            |          |  
|                                        |  | 2003             |            | 2002     |  
|                                        |  |                  |            |          |  
|Total revenue                           |  | $                | 286,657    |          | $
|Total expense                           |  | $                | 177,789    |          | $
|Operating income                        |  | $                | 108,868    |          | $
|Net income                              |  | $                | 73,994     |          | $
|Diluted earnings per share              |  | $                | 1.12       |          | $
|Average diluted shares outstanding      |  |                  | 66,018,501 |          |  
|Operating margin (a)                    |  |                  | 40.2       | %        |  
|Assets under management ($ in millions) |  | $                | 286,309    |          | $

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##### Table of Contents

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)

Reconciliation of Non-GAAP Financial Measure

|(a) | Operating income divided by total revenue less fund administration and servicing costs.  Computations for all periods presented include affiliated and  non-affilated
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 |         | Six months ended  June 30, |  
|--------------------------------------------------------------------- |  | ------------------ | ------- | -------------------------- | -
|                                                                      |  |                    |         |                           
|                                                                      |  | June 30,           |         | March 31, 2003             |  
|                                                                      |  |                    |         |                            |  
|                                                                      |  | 2003               |         | 2002                       |  
|                                                                      |  |                    |         |                            |  
|Operating income, as reported                                         |  | $                  | 54,802  |                            | $
|                                                                      |  |                    |         |                            |  
|Revenue, as reported                                                  |  |                    | 143,906 |                            |  
|Less: fund administration and servicing costs                         |  |                    | (7,578  | )                          |  
|                                                                      |  |                    |         |                            |  
|Revenue used for operating margin measurement                         |  |                    | 136,328 |                            |  
|                                                                      |  |                    |         |                            |  
|Operating margin                                                      |  |                    | 38.1    | %                          |  
|Add back: Impact of excluding fund administration and servicing costs |  |                    | 2.1     |                            |  
|                                                                      |  |                    |         |                            |  
|Operating margin, as reported                                         |  |                    | 40.2    | %                          |  
|                                                                      |  |                    |         |                            |  

We believe that operating margin, as reported, is an effective 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 are a fixed, asset-based expense which can fluctuate based on the discretion of a third
party.

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##### Table of Contents

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.

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 investment system services to insurance companies, finance companies, pension funds, 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 on fixed monthly or
quarterly payments.  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 June 30, 2003 and December 31, 2002 were approximately $192.2 million and approximately $182.8 million, respectively, with amortization expense of approximately $0.5 million and $0.4 million for the six months ended
June 30, 2003 and 2002, respectively.  Intangible assets reflect PNCs acquisition of BlackRock Financial Management, L.P. (BFM) on February 28, 1995, 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 and the acquisitions of Cyllenius Capital Management, LLC (Cyllenius), an equity hedge fund manager, on November 4, 2002, and HPB
Management LLC (HPB), a fund of hedge funds manager, on April 30, 2003.

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##### Table of Contents

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 $36.5 billion or 15% to $286.3 billion at June 30, 2003, compared with $249.8 billion at June 30, 2002.  The growth in assets under management was primarily attributable to an increase of $35.5 billion or 21% in separate
accounts and $1.0 billion or 1% in mutual fund assets.

The increase in separate accounts at June 30, 2003, as compared with June 30, 2002, was the result of net subscriptions of $21.2 billion and
market appreciation of $14.3 billion.  Net subscriptions largely reflected fixed income sales, increased liquidity-securities lending assets and net subscriptions in the Companys alternative investment products during the year ended June
30, 2003 which were $18.3 billion, $1.9 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 as the Company continued to
deliver solid relative investment performance.  The increase in liquidity-securities lending separate accounts stems from an improvement in equity markets during the second quarter of 2003 resulting in higher levels of cash collateral managed
for PFPC Worldwide, Inc., a PNC affiliate.  Net subscriptions in the Companys alternative investment products reflected $0.7 billion in net new business in hedge funds and real estate products as well as the addition of $0.3 billion as a
result of the acquisitions of Cyllenius and HPB during the period.  Market appreciation of $14.3 billion in separate accounts largely reflected appreciation in fixed income assets of $15.4 billion due to declining interest rates, partially
offset by market depreciation in equity assets of $1.1 billion.

The $1.0 billion increase in mutual fund assets since June 30, 2002 reflected net subscriptions of $0.6 billion and market
appreciation of $0.4 billion.  Net subscriptions in the BlackRock Closed-end Funds and the BlackRock Global Series since June 30, 2002 were $1.9 billion and $0.3 billion, respectively, and were partially offset by $1.8 billion in net
redemptions in the BlackRock Funds.  The increase in closed-end funds was the result of the Companys offering of new closed-end fund assets totaling $2.5 billion, partially offset by a term trust maturity of $0.6 billion. 
During July 2003, the Company completed the initial public offering of the BlackRock Limited Duration Income Trust.  BlackRock anticipates raising approximately $1.2 billion, including the trusts underwriters overallotment and
expected leverage, through this offering.  The successful launch of several global bond funds in the BlackRock Global Series during the first quarter of 2003 led to the increase in assets.  Net redemptions in the BlackRock Fundssince June 30, 2002 were primarily due to PNC-related net redemptions of approximately $3.2 billion, which were partially offset by $1.4 billion in sales to third party customers.

AUM
in the second quarter of 2003 increased $12.7 billion or 5%, representing $5.1 billion in net subscriptions and $7.6 billion in market appreciation.  The $5.1 billion in net subscriptions during the second quarter of 2003 reflected separate
account and mutual fund net subscriptions of $2.4 billion and $2.7 billion, respectively.  Net subscriptions in separate accounts primarily consisted of fundings in fixed income accounts and alternative investment products totaling $1.7 billion
and $0.9 billion, respectively, partially offset by net redemptions in equity and liquidity accounts of $1.5 billion and $0.7 billion, respectively.  Mutual fund net subscriptions for the second quarter of 2003 were primarily attributable to
$2.7 billion in net subscriptions in BPIF, reflecting, we believe, client withdrawals due to a decline in short term interest rates.

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##### Table of Contents

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)

|                                |  | June 30, |         | December 31, |  
|------------------------------- |  | -------- | ------- | ------------ | -
|                                |  |          |         |              |  
|                                |  | 2003     |         | 2002         |  
|                                |  |          |         |              |  
|All Accounts                    |  |          |         |              |  
|Fixed income                    |  | $        | 195,960 |              | $
|Liquidity                       |  |          | 71,585  |              |  
|Equity                          |  |          | 12,412  |              |  
|Alternative investment products |  |          | 6,352   |              |  
|                                |  |          |         |              |  
|Total                           |  | $        | 286,309 |              | $
|                                |  |          |         |              |  
|Separate Accounts               |  |          |         |              |  
|Fixed income                    |  | $        | 174,480 |              | $
|Liquidity                       |  |          | 5,366   |              |  
|Liquidity-Securities lending    |  |          | 8,374   |              |  
|Equity                          |  |          | 9,105   |              |  
|Alternative investment products |  |          | 6,352   |              |  
|                                |  |          |         |              |  
|Subtotal                        |  |          | 203,677 |              |  
|                                |  |          |         |              |  
|Mutual Funds                    |  |          |         |              |  
|Fixed income                    |  |          | 21,480  |              |  
|Liquidity                       |  |          | 57,845  |              |  
|Equity                          |  |          | 3,307   |              |  
|                                |  |          |         |              |  
|Subtotal                        |  |          | 82,632  |              |  
|                                |  |          |         |              |  
|Total                           |  | $        | 286,309 |              | $
|                                |  |          |         |              |  

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##### Table of Contents

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 and six months ended June 30, 2003 and 2002, 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)

|                                   |  | Three months ended June 30, |         | Six months ended June 30, |  
|---------------------------------- |  | --------------------------- | ------- | ------------------------- | -
|                                   |  |                             |         |                           |  
|                                   |  | 2003                        |         | 2002                      |  
|                                   |  |                             |         |                           |  
|All Accounts                       |  |                             |         |                           |  
|Beginning assets under management  |  | $                           | 273,599 |                           | $
|Net subscriptions                  |  |                             | 5,098   |                           |  
|Market appreciation                |  |                             | 7,612   |                           |  
|                                   |  |                             |         |                           |  
|Ending assets under management     |  | $                           | 286,309 |                           | $
|                                   |  |                             |         |                           |  
|Separate Accounts                  |  |                             |         |                           |  
|Beginning assets under management  |  | $                           | 194,555 |                           | $
|Net subscriptions                  |  |                             | 2,409   |                           |  
|Market appreciation                |  |                             | 6,713   |                           |  
|                                   |  |                             |         |                           |  
|Ending assets under management     |  |                             | 203,677 |                           |  
|                                   |  |                             |         |                           |  
|Mutual Funds                       |  |                             |         |                           |  
|Beginning assets under management  |  |                             | 79,044  |                           |  
|Net subscriptions (redemptions)    |  |                             | 2,689   |                           |  
|Market appreciation (depreciation) |  |                             | 899     |                           |  
|                                   |  |                             |         |                           |  
|Ending assets under management     |  |                             | 82,632  |                           |  
|                                   |  |                             |         |                           |  
|Total                              |  | $                           | 286,309 |                           | $
|                                   |  |                             |         |                           |  

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##### Table of Contents

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 |         |      |   |             
|---------------------------------- |  | ------------- | ------- | ---- | - | ------------
|                                   |  |               |         |      |   |             
|                                   |  | 2002          |         | 2003 |   |             
|                                   |  |               |         |      |   |             
|                                   |  |               | June 30 |      |   | September 30
|                                   |  |               |         |      |   |             
|Separate Accounts                  |  |               |         |      |   |             
|Fixed Income                       |  |               |         |      |   |             
|Beginning assets under management  |  | $             | 123,983 |      | $ | 140,738     
|Net subscriptions                  |  |               | 12,270  |      |   | 281         
|Market appreciation                |  |               | 4,485   |      |   | 4,820       
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 140,738 |      |   | 145,839     
|                                   |  |               |         |      |   |             
|Liquidity                          |  |               |         |      |   |             
|Beginning assets under management  |  |               | 5,441   |      |   | 5,516       
|Net subscriptions (redemptions)    |  |               | 80      |      |   | (92         
|Market appreciation (depreciation) |  |               | (5      | )    |   | 14          
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 5,516   |      |   | 5,438       
|                                   |  |               |         |      |   |             
|Liquidity-Securities lending       |  |               |         |      |   |             
|Beginning assets under management  |  |               | 9,544   |      |   | 6,435       
|Net subscriptions (redemptions)    |  |               | (3,109  | )    |   | (742        
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 6,435   |      |   | 5,693       
|                                   |  |               |         |      |   |             
|Equity                             |  |               |         |      |   |             
|Beginning assets under management  |  |               | 9,445   |      |   | 10,119      
|Net subscriptions (redemptions)    |  |               | 884     |      |   | 598         
|Market appreciation (depreciation) |  |               | (210    | )    |   | (2,395      
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 10,119  |      |   | 8,322       
|                                   |  |               |         |      |   |             
|Alternative investment products    |  |               |         |      |   |             
|Beginning assets under management  |  |               | 5,541   |      |   | 5,368       
|Net subscriptions (redemptions)    |  |               | 64      |      |   | 312         
|Market appreciation (depreciation) |  |               | (237    | )    |   | (190        
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 5,368   |      |   | 5,490       
|                                   |  |               |         |      |   |             
|Total Separate Accounts            |  |               |         |      |   |             
|Beginning assets under management  |  |               | 153,954 |      |   | 168,176     
|Net subscriptions                  |  |               | 10,189  |      |   | 357         
|Market appreciation                |  |               | 4,033   |      |   | 2,249       
|                                   |  |               |         |      |   |             
|Ending assets under management     |  | $             | 168,176 |      | $ | 170,782     
|                                   |  |               |         |      |   |             
|Mutual Funds                       |  |               |         |      |   |             
|Fixed Income                       |  |               |         |      |   |             
|Beginning assets under management  |  | $             | 16,270  |      | $ | 17,175      
|Net subscriptions                  |  |               | 565     |      |   | 950         
|Market appreciation (depreciation) |  |               | 340     |      |   | 346         
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 17,175  |      |   | 18,471      
|                                   |  |               |         |      |   |             
|Liquidity                          |  |               |         |      |   |             
|Beginning assets under management  |  |               | 59,994  |      |   | 58,648      
|Net subscriptions (redemptions)    |  |               | (1,347  | )    |   | (6,223      
|Market appreciation                |  |               | 1       |      |   | 1           
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 58,648  |      |   | 52,426      
|                                   |  |               |         |      |   |             
|Equity                             |  |               |         |      |   |             
|Beginning assets under management  |  |               | 7,898   |      |   | 5,779       
|Net redemptions                    |  |               | (1,198  | )    |   | (630        
|Market appreciation (depreciation) |  |               | (921    | )    |   | (965        
|                                   |  |               |         |      |   |             
|Ending assets under management     |  |               | 5,779   |      |   | 4,184       
|                                   |  |               |         |      |   |             
|Total Mutual Funds                 |  |               |         |      |   |             
|Beginning assets under management  |  |               | 84,162  |      |   | 81,602      
|Net subscriptions (redemptions)    |  |               | (1,980  | )    |   | (5,903      
|Market appreciation (depreciation) |  |               | (580    | )    |   | (618        
|                                   |  |               |         |      |   |             
|Ending assets under management     |  | $             | 81,602  |      | $ | 75,081      
|                                   |  |               |         |      |   |             
|                                   |  |               |         |      |   |             

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##### Table of Contents

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 |        | Six months ended June 30, 2003 |  
|---------------------------------- |  | ------------- | ------ | ------------------------------ | -
|                                   |  |               |        |                               
|                                   |  | 2002          |        | 2003                           |  
|                                   |  |               |        |                                |  
|                                   |  | June 30       |        | September 30                   |  
|                                   |  |               |        |                                |  
|Mutual Funds                       |  |               |        |                                |  
|BlackRock Funds                    |  |               |        |                                |  
|Beginning assets under management  |  | $             | 22,176 |                                | $
|Net subscriptions (redemptions)    |  |               | (1,123 | )                              |  
|Market appreciation (depreciation) |  |               | (789   | )                              |  
|                                   |  |               |        |                                |  
|Ending assets under management     |  |               | 20,264 |                                |  
|                                   |  |               |        |                                |  
|BlackRock Global Series            |  |               |        |                                |  
|Beginning assets under management  |  |               | 247    |                                |  
|Net subscriptions (redemptions)    |  |               | (52    | )                              |  
|Market appreciation (depreciation) |  |               | 13     |                                |  
|                                   |  |               |        |                                |  
|Ending assets under management     |  |               | 208    |                                |  
|                                   |  |               |        |                                |  
|BPIF                               |  |               |        |                                |  
|Beginning assets under management  |  |               | 52,534 |                                |  
|Net subscriptions (redemptions)    |  |               | (1,407 | )                              |  
|                                   |  |               |        |                                |  
|Ending assets under management     |  |               | 51,127 |                                |  
|                                   |  |               |        |                                |  
|Closed End                         |  |               |        |                                |  
|Beginning assets under management  |  |               | 8,611  |                                |  
|Net subscriptions                  |  |               | 586    |                                |  
|Market appreciation (depreciation) |  |               | 196    |                                |  
|                                   |  |               |        |                                |  
|Ending assets under management     |  |               | 9,393  |                                |  
|                                   |  |               |        |                                |  
|Short Term Investment Funds (STIF) |  |               |        |                                |  
|Beginning assets under management  |  |               | 594    |                                |  
|Net subscriptions (redemptions)    |  |               | 16     |                                |  
|                                   |  |               |        |                                |  
|Ending assets under management     |  |               | 610    |                                |  
|                                   |  |               |        |                                |  
|Total Mutual Funds                 |  |               |        |                                |  
|Beginning assets under management  |  |               | 84,162 |                                |  
|Net subscriptions (redemptions)    |  |               | (1,980 | )                              |  
|Market appreciation (depreciation) |  |               | (580   | )                              |  
|                                   |  |               |        |                                |  
|Ending assets under management     |  | $             | 81,602 |                                | $
|                                   |  |               |        |                                |  

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##### Table of Contents

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 June 30, 2003 as compared with the three months ended June 30, 2002.

Revenue

Total revenue for the three months ended June 30, 2003 decreased $12.8 million or 8% to $143.9 million, compared with $156.7 million for
the three months ended June 30, 2002.  Investment advisory and administration fees decreased $15.5 million or 11%to$128.0 million for the three months ended June 30, 2003, compared with $143.5 million for the three months ended June 30,
2002.  The decrease in investment advisory and administration fees was primarily due to decreases in mutual fund revenue and alternative investment product performance fees, partially offset by increases in separate account base fees. 
Other income of $15.9 million increased $2.7 million or 20% for the three months ended June 30, 2003 compared with $13.2 million for the three months ended June 30, 2002 primarily due to increased sales of BlackRock Solutionsproducts and
services and increased earnings from the Companys joint venture, Nomura BlackRock Asset Management Co., Ltd.

|                                                  |  | Three months ended June 30, |         | Variance |  
|------------------------------------------------- |  | --------------------------- | ------- | -------- | -
|                                                  |  |                             |         |          |  
|Dollar amounts in thousands                       |  | 2003                        |         | 2002     |  
|                                                  |  |                             |         |          |  
|                                                  |  | (unaudited)                 |         |          |  
|Investment advisory and administration fees:      |  |                             |         |          |  
|Mutual funds                                      |  | $                           | 48,496  |          | $
|Separate accounts                                 |  |                             | 79,517  |          |  
|                                                  |  |                             |         |          |  
|Total investment advisory and administration fees |  |                             | 128,013 |          |  
|Other income                                      |  |                             | 15,893  |          |  
|                                                  |  |                             |         |          |  
|Total revenue                                     |  | $                           | 143,906 |          | $
|                                                  |  |                             |         |          |  

Mutual fund advisory and administration fees decreased $6.2 million to $48.5 million for the three months
ended June 30, 2003, compared with $54.7 million for the three months ended June 30, 2002.  The decrease in mutual fund revenue was the result of decreases inBlackRock Funds and BPIF revenue of $5.8 million and $2.9 million,
respectively, partially offset by an increase in closed-end fund revenue of $2.4 million.  The decrease in BlackRock Funds revenue was attributable to a decrease in assets of $1.9 billion or 9% primarily due to net redemptions in
PNC-related assets over the last twelve months of $3.2 billion, partially offset by third party subscriptions of $1.4 billion during the same period. During the three months ended June 30, 2003, average assets in the BlackRock Funds decreased
$3.2 billion or 15% compared with the three months ended June 30, 2003.  The decrease in BPIF revenue was due to a decrease in average assets under management of $7.1 billion or 13% compared with the second quarter of 2002.  The rise in
closed-end fund revenue was a result of an increase in assets of $2.3 billion or 25% at June 30, 2003 primarily due to the Companys new fund offerings.  During July 2003, the Company completed the initial public offering of the BlackRock
Limited Duration Income Trust.  BlackRock anticipates raising up to $1.2 billion, including the trusts underwriters overallotment and expected leverage, through this offering and earning annualized fees of up to $6.5
million.

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##### Table of Contents

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 June 30, 2003 as compared with the three months ended June 30, 2002. 
(continued)

Revenue  (continued)

Separate account revenue decreased $9.2 million or 10% to $79.5 million for the three months
ended June 30, 2003, compared with $88.8 million for the three months ended June 30, 2002.  Separate account base fees increased $12.5 million or 19% to $78.0 million for the three months ended June 30, 2003, compared with $65.5 million for the
three months ended June 30, 2002, as a result of a $35.5 billion or 21% increase in separate account assets under management.  Performance fees of $1.6 million for the three months ended June 30, 2003 decreased $21.7 million or 93%, compared
with $23.3 million for the three months ended June 30, 2002 primarily due to significantly lower performance fees earned on alternative investment products, primarily the Companys fixed income hedge fund.  While the fund has realized
positive performance, the Company expects to earn minimal performance fees from its fixed income hedge fund during 2003 until positive investment performance exceeds a previously established high water mark.

|                                                  |  | Three months ended June 30, |         | Variance |  
|------------------------------------------------- |  | --------------------------- | ------- | -------- | -
|                                                  |  |                             |         |          |  
|Dollar amounts in thousands                       |  | 2003                        |         | 2002     |  
|                                                  |  |                             |         |          |  
|                                                  |  | (unaudited)                 |         |          |  
|Mutual funds revenue                              |  |                             |         |          |  
|BlackRock Funds                                   |  | $                           | 17,056  |          | $
|Closed End Funds                                  |  |                             | 12,301  |          |  
|BPIF                                              |  |                             | 18,854  |          |  
|STIF                                              |  |                             | 285     |          |  
|                                                  |  |                             |         |          |  
|Total mutual funds revenue                        |  |                             | 48,496  |          |  
|                                                  |  |                             |         |          |  
|Separate accounts revenue                         |  |                             |         |          |  
|Separate account base fees                        |  |                             | 77,957  |          |  
|Separate account performance fees                 |  |                             | 1,560   |          |  
|                                                  |  |                             |         |          |  
|Total separate accounts revenue                   |  |                             | 79,517  |          |  
|                                                  |  |                             |         |          |  
|Total investment advisory and administration fees |  |                             | 128,013 |          |  
|                                                  |  |                             |         |          |  
|Other income                                      |  |                             | 15,893  |          |  
|                                                  |  |                             |         |          |  
|Total revenue                                     |  | $                           | 143,906 |          | $
|                                                  |  |                             |         |          |  

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##### Table of Contents

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 June 30, 2003 as compared with the three months ended June 30, 2002. 
(continued)

Expense

The operating margin for the second quarter of 2003 was 40.2% compared with 37.9% for the second quarter of
2002.  The increase in operating margin was attributable to a reduction of total expense of $12.9 million or 13% to $89.1 million for the three months ended June 30, 2003, compared with $102.0 million for the three months ended June 30,
2002.  The change primarily reflects decreases in employee compensation and benefits expense and fund administration and servicing costs, partially offset by an increase in general and administration expense.

|                                        |  | Three months ended June 30, |        | Variance |  
|--------------------------------------- |  | --------------------------- | ------ | -------- | -
|                                        |  |                             |        |          |  
|Dollar amounts in thousands             |  | 2003                        |        | 2002     |  
|                                        |  |                             |        |          |  
|                                        |  | (unaudited )                |        |          |  
|Employee compensation and benefits      |  | $                           | 55,819 |          | $
|Fund administration and servicing costs |  |                             |        |          |  
|Affiliates                              |  |                             | 6,686  |          |  
|Other                                   |  |                             | 892    |          |  
|General and administration              |  |                             | 25,476 |          |  
|Amortization of intangible assets       |  |                             | 231    |          |  
|                                        |  |                             |        |          |  
|Total expense                           |  | $                           | 89,104 |          | $
|                                        |  |                             |        |          |  

Employee compensation and benefits decreased $12.0 million primarily due to decreases of $12.2 million in
direct incentives on alternative product performance fees and $3.2 million in general bonus accruals during the second quarter of 2003, partially offset by an increase of $2.3 million in salary and benefits and $1.1 million in appreciation on Rabbi
trust assets related to the Companys deferred compensation plans.  Salary and benefit costs rose reflecting increased headcount to support business growth.  For the three months ended June 30, 2003, fund administration and servicing
costs declined $4.8 million or 39% compared with the three months ended June 30, 2002.  The decrease consisted of $5.2 million related to lower levels of PNC-related accounts invested in the BlackRock investment products and a revised
investment management services agreement with PNC, partially offset by a $0.4 million increase in related new closed-end fund servicing provided by third parties.  During July 2003, the Company completed the initial public offering of the
BlackRock Limited Duration Income Trust.  BlackRock anticipates raising up to $1.2 billion, including the trusts underwriters overallotment and expected leverage, through this offering which will result in annualized third party
fund administration and servicing costs of approximately $1.8 million.  General and administration expense increased $3.9 million or 18% to $25.5 million for the three months ended June 30, 2003 compared with $21.6 million for the three months
ended June 30, 2002, largely due to foreign currency translation adjustments, new business activity and corporate facilities investments.

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##### Table of Contents

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 June 30, 2003 as compared with the three months ended June 30, 2002. 
(continued)

Expense  (continued)

|                                         |  | Three months ended June 30, |        | Variance |  
|---------------------------------------- |  | --------------------------- | ------ | -------- | -
|                                         |  |                             |        |          |  
|Dollar amounts in thousands              |  | 2003                        |        | 2002     |  
|                                         |  |                             |        |          |  
|                                         |  | (unaudited)                 |        |          |  
|General and administration expense:      |  |                             |        |          |  
|Marketing and promotional                |  | $                           | 6,797  |          | $
|Occupancy expense                        |  |                             | 5,400  |          |  
|Technology                               |  |                             | 4,388  |          |  
|Other general and administration         |  |                             | 8,891  |          |  
|                                         |  |                             |        |          |  
|Total general and administration expense |  | $                           | 25,476 |          | $
|                                         |  |                             |        |          |  

Marketing and promotional expenses of $6.8 million for the three months ended June 30, 2003 increased $0.7
million or 11% primarily due to increased costs for retail and institutional marketing activities.  Occupancy expense of $5.4 million for the three months ended June 30, 2003 increased $0.4 million due to office expansion, higher real estate
taxes and operating expense escalations related to the Companys New York headquarters.  Other expense increased $3.0 million or 51% for the three months ended June 30, 2003 primarily due to foreign currency translation adjustments, which
resulted in a $0.4 loss during the three months ended June 30, 2003 and a gain of $1.4 million during the three months ended June 30, 2002, increased portfolio and market data expenses of $0.4 million and higher insurance costs of $0.3
million.  General and administration expense rose $2.1 million or 9% during the three months ended June 30, 2003 as compared to the three months ended June 30, 2002, exclusive of foreign currency translation adjustments.

- 25 -



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##### Table of Contents

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 June 30, 2003 as compared with the three months ended June 30, 2002.  (continued)

Operating Income and Net Income

Operating income was $54.8 million for the three months ended June 30, 2003, representing a $0.1 million increase
compared with the three months ended June 30, 2002.  Non-operating income increased $4.2 million or 110% to $8.1 million for the three months ended June 30, 2003 as compared with the three months ended June 30, 2002.  The rise was due to
increased investment income of $1.4 million on Rabbi trust assets related to the Companys deferred compensation plans, $1.1 million in realized gains related to sales of investments, increased interest and dividend income primarily due to
higher balances of corporate cash and investments of $0.9 million, and $0.8 million in securities gains on seed investments in two quantitative equity products accounted for as trading securities.  Income tax expense was $24.2 million and $23.7
million, representing effective tax rates of 38.5% and 40.5% for the three months ended June 30, 2003 and June 30, 2002, respectively.  The decrease in the Companys effective tax rate, which increased net income by approximately $1.3
million, is due to a previously disclosed decision that the Company will file certain combined and unitary state income tax returns with PNC Bank, National Association (PNC Bank), and/or one or more PNC Bank subsidiaries.  Net
income totaled $38.7 million for the three months ended June 30, 2003 compared with $34.8 million for the three months ended June 30, 2002, representing an increase of $3.8 million or 11%.

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##### Table of Contents

PART I  FINANCIAL INFORMATION  (continued)Item 2.     Managements Discussion and Analysis of Financial Condition and
Results of Operations  (continued)

Operating results for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002.

Revenue

Total revenue for the six months ended June 30, 2003 decreased $16.2 million or 5% to $286.7 million, compared with $302.8 million for the six months ended
June 30, 2002. Investment advisory and administration fees decreased $20.9 million or 8% to $254.4 million for the six months ended June 30, 2003, compared with $275.3 million for the six months ended June 30, 2002. The decrease in investment
advisory and administration fees was primarily due to decreases in mutual fund revenue and alternative investment product performance fees, partially offset by an increase in separate account base fees. Other income of $32.3 million increased $4.7
million or 17% for the six months ended June 30, 2003 compared with $27.5 million for the six months ended June 30, 2002 primarily due to increased sales of BlackRock Solutions products and services.

|                                                  |  | Six months ended June 30, |         | Variance |  
|------------------------------------------------- |  | ------------------------- | ------- | -------- | -
|                                                  |  |                           |         |          |  
|Dollar amounts in thousands                       |  | 2003                      |         | 2002     |  
|                                                  |  |                           |         |          |  
|                                                  |  | (unaudited)               |         |          |  
|Investment advisory and administration fees:      |  |                           |         |          |  
|Mutual funds                                      |  | $                         | 97,236  |          | $
|Separate accounts                                 |  |                           | 157,142 |          |  
|                                                  |  |                           |         |          |  
|Total investment advisory and administration fees |  |                           | 254,378 |          |  
|Other income                                      |  |                           | 32,279  |          |  
|                                                  |  |                           |         |          |  
|Total revenue                                     |  | $                         | 286,657 |          | $
|                                                  |  |                           |         |          |  

Mutual fund advisory and administration fees decreased $12.8 million to $97.2 million for the six months
ended June 30, 2003, compared with $110.0 million for the six months ended June 30, 2002.  The decrease in mutual fund revenue was the result of decreases in BlackRock Funds and BPIF revenue of $15.3 million and $1.8 million,
respectively, partially offset by an increase in closed-end fund revenue of $4.3 million.  The decrease in BlackRock Funds revenue was attributable to a decrease in assets of $1.9 billion or 9% primarily due to net redemptions in
PNC-related assets over the last twelve months of $3.2 billion, partially offset by third party subscriptions of $1.4 billion during the same period. During the six months ended June 30, 2003, average assets in the BlackRock Funds decreased
$4.0 billion or 18% compared with the three months ended June 30, 2003.  The decrease in BPIF revenue was due to a decrease in average assets under management of $3.1 billion or 6% compared with the prior period.  The rise in closed-end
fund revenue was a result of an increase in assets of $2.3 billion or 25% at June 30, 2003 primarily due to the Companys new fund offerings.

- 27 -



---

##### Table of Contents

PART I  FINANCIAL INFORMATION  (continued)Item 2.     Managements Discussion and Analysis of Financial Condition and
Results of Operations  (continued)

Operating results for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002.

Revenue (continued)

Separate account revenue decreased $8.1 million or 5% to $157.1 million for the six months ended June 30, 2003, compared with $165.2 million for
the six months ended June 30, 2002.  Separate account base fees revenue increased $24.5 million or 19% to $152.5 million for the six months ended June 30, 2003, compared with $128.0 million for the six months ended June 30, 2002, as a result of
a $35.5 billion or 21% increase in separate account assets under management.  Performance fees of $4.7 million for the six months ended June 30, 2003 decreased $32.6 million or 88%, compared with $37.3 million for the six months ended June 30,
2002 primarily due to lower performance fees earned on the Companys fixed income hedge fund.  While the fund has realized positive performance, the Company expects to earn minimal performance fees from its fixed income hedge fund during
2003 until positive investment performance exceeds a high water mark established in 2002.



|                                                  |  | Six months ended June 30, |         | Variance |  
|------------------------------------------------- |  | ------------------------- | ------- | -------- | -
|                                                  |  |                           |         |          |  
|Dollar amounts in thousands                       |  | 2003                      |         | 2002     |  
|                                                  |  |                           |         |          |  
|                                                  |  | (unaudited)               |         |          |  
|Mutual funds revenue                              |  |                           |         |          |  
|BlackRock Funds                                   |  | $                         | 33,242  |          | $
|Closed End Funds                                  |  |                           | 23,614  |          |  
|BPIF                                              |  |                           | 39,853  |          |  
|STIF                                              |  |                           | 527     |          |  
|                                                  |  |                           |         |          |  
|Total mutual funds revenue                        |  |                           | 97,236  |          |  
|                                                  |  |                           |         |          |  
|Separate accounts revenue                         |  |                           |         |          |  
|Separate account base fees                        |  |                           | 152,470 |          |  
|Separate account performance fees                 |  |                           | 4,672   |          |  
|                                                  |  |                           |         |          |  
|Total separate accounts revenue                   |  |                           | 157,142 |          |  
|                                                  |  |                           |         |          |  
|Total investment advisory and administration fees |  |                           | 254,378 |          |  
|                                                  |  |                           |         |          |  
|Other income                                      |  |                           | 32,279  |          |  
|                                                  |  |                           |         |          |  
|Total revenue                                     |  | $                         | 286,657 |          | $
|                                                  |  |                           |         |          |  

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---

##### Table of Contents

PART I  FINANCIAL INFORMATION  (continued)Item 2.     Managements Discussion and Analysis of Financial Condition and
Results of Operations  (continued)

Operating results for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002.  (continued)

Expense

The operating margin for the first six months of 2003 was 40.2% compared with 37.7% for the first six months of 2002.  The increase in
operating margin was attributable to a reduction of total expense of $20.4 million or 10% to $177.8 million for the six months ended June 30, 2003, compared with $198.2 million for the six months ended June 30, 2002.  The change primarily
reflects decreases in employee compensation and benefits expense and fund administration and servicing costs, partially offset by an increase in general and administration expense.

|                                        |  | Six months ended June 30, |         | Variance |  
|--------------------------------------- |  | ------------------------- | ------- | -------- | -
|                                        |  |                           |         |          |  
|Dollar amounts in thousands             |  | 2003                      |         | 2002     |  
|                                        |  |                           |         |          |  
|                                        |  | (unaudited)               |         |          |  
|Employee compensation and benefits      |  | $                         | 111,205 |          | $
|Fund administration and servicing costs |  |                           |         |          |  
|Affiliates                              |  |                           | 13,629  |          |  
|Other                                   |  |                           | 1,907   |          |  
|General and administration              |  |                           | 50,585  |          |  
|Amortization of intangible assets       |  |                           | 463     |          |  
|                                        |  |                           |         |          |  
|Total expense                           |  | $                         | 177,789 |          | $
|                                        |  |                           |         |          |  

Employee compensation and benefits decreased $17.0 million primarily due to decreases of $19.7 million in
direct incentives on alternative product performance fees and $3.7 million in general bonus accruals during the first six months of 2003, partially offset by an increase of $5.3 million in salary and benefits and $1.4 million in appreciation on
Rabbi trust assets related to the Companys deferred compensation plans.  Salary and benefit costs rose reflecting increased headcount to support business growth.  For the six months ended June 30, 2003, total fund administration and
servicing costs declined $10.0 million or 39% compared with the six months ended June 30, 2002.  The decrease consisted of $11.5 million related to lower levels of PNC-related accounts invested in the BlackRock investment products and a revised
investment management services agreement with PNC, partially offset by a $1.4 million increase in related new closed-end fund servicing provided by third parties.  General and administration expenses increased $6.6 million or 15% to $50.6
million for the six months ended June 30, 2003 compared with $44.0 million for the six months ended June 30, 2002, largely due to foreign currency translation adjustments, new business activity and corporate facilities investments.

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##### Table of Contents

PART I  FINANCIAL INFORMATION  (continued)Item 2.     Managements Discussion and Analysis of Financial Condition and
Results of Operations (continued)

Operating results for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002. (continued)

Expense (continued)

|                                         |  | Six months ended June 30, |        | Variance |  
|---------------------------------------- |  | ------------------------- | ------ | -------- | -
|                                         |  |                           |        |          |  
|Dollar amounts in thousands              |  | 2003                      |        | 2002     |  
|                                         |  |                           |        |          |  
|                                         |  | (unaudited)               |        |          |  
|General and administration expense:      |  |                           |        |          |  
|Marketing and promotional                |  | $                         | 13,464 |          | $
|Occupancy expense                        |  |                           | 11,012 |          |  
|Technology                               |  |                           | 8,490  |          |  
|Other general and administration         |  |                           | 17,619 |          |  
|                                         |  |                           |        |          |  
|Total general and administration expense |  | $                         | 50,585 |          | $
|                                         |  |                           |        |          |  

Marketing and promotional expenses of $13.5 million for the six months ended June 30, 2003 increased $1.4
million or 12% primarily due to increased costs for retail and institutional marketing activities.  Occupancy expense of $11.0 million for the six months ended June 30, 2003 increased $1.3 million due to office expansion, higher real estate
taxes and operating expense escalations related to the Companys New York headquarters.  Other expense increased $4.3 million or 33% for the six months ended June 30, 2003 primarily due to foreign currency translation adjustments, which
resulted in a $0.3 loss during the six months ended June 30, 2003 and a gain of $1.4 million during the six months ended June 30, 2002, increased portfolio and market data expenses of $1.1 million and higher insurance costs of $0.5 million. 
General and administration expense rose $4.9 million or 11% during the six months ended June 30, 2003 as compared to the six months ended June 30, 2002, exclusive of foreign currency translation adjustments.

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.       Managements Discussion and Analysis of
Financial Condition and Results of Operations  (continued)

Operating results for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002. 
(continued)

Operating Income and Net Income

Operating income was $108.9 million for the six months ended June 30, 2003, representing
a $4.2 million increase compared with the six months ended June 30, 2002.  Non-operating income increased $4.8 million or 71% to $11.4 million for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002.  The
rise was due to increased investment income of $1.7 million on Rabbi trust assets related to the Companys deferred compensation plans, increased interest and dividend income primarily due to higher balances of corporate cash and investments of
$1.6 million, and $1.0 million in securities gains on seed investments in two quantitative equity products accounted for as trading securities.  Income tax expense was $46.3 million and $45.1 million, representing effective tax rates of 38.5%
and 40.5% for the six months ended June 30, 2003 and June 30, 2002, respectively.  The decrease in the Companys effective tax rate, which increased net income by approximately $2.4 million, is due to a previously disclosed decision that
the Company will file certain combined and unitary state income tax returns with PNC Bank and/or one or more PNC Bank subsidiaries.  Net income totaled $74.0 million for the six months ended June 30, 2003 compared with $66.2 million for the six
months ended June 30, 2002, representing an increase of $7.8 million or 12%.

Liquidity and Capital Resources

BlackRock meets its working
capital requirements through cash generated by its operating activities.  Cash provided in the Companys operating activities totaled $22.8 million for the six months ended June 30, 2003.  Operating activities included an annual
incentive payment of $93.2 million related to 2002 employee bonuses and net purchases of investments, trading, of approximately $17.4 million for the six months ended June 30, 2003 which represented investments related to senior employee elections
under the Companys Voluntary and Involuntary Deferred Compensation Plans and seed investments in two quantitative equity products.

Net cash flow used in investing activities was $78.4
million for the six months ended June 30, 2003 primarily consisting of net investment purchases.  During the six months ended June 30, 2003, investment activity primarily reflected a net investment of corporate funds in municipal bonds of $63.6
million and a seed investment in a new alternative investment product of approximately $5.0 million.

Net cash flow used in financing activities was $19.9 million for the six months ended
June 30, 2003. Financing activities primarily represented treasury stock activity for the six months ended June 30, 2003.  During the six months ended June 30, 2003, the Company repurchased 378,100 shares in open market purchases at a total
cost of $16.0 million pursuant to a one million share repurchase program approved by the Board of Directors.  Subsequent to June 30, 2003, the Company completed this repurchase program at a total cost of $43.7 million and, on August 7, 2003,
received authorization from its Board of Directors to purchase an additional 1,000,000 shares under the program.  On January 31, 2003, in connection with the BlackRock Long-Term Deferred Compensation Plan, BlackRock repurchased approximately
139,000 shares of class A common stock at a fair market value of $42.25 per share from certain employees to facilitate required employee income tax payments.  Approximately $3.3 million received by the Company related to the exercise of
employee stock options offset these expenditures during the six months ended June 30, 2003.

Total capital at June 30, 2003 was $709.0 million and was comprised entirely of stockholders
equity.

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.        Managements Discussion and Analysis
of Financial Condition and Results of Operations  (continued)

Operating results for the six months ended June 30, 2003 as compared with the six months ended June 30, 2002. 
(continued)

Contractual Obligations and Commercial Commitments

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

In connection with the management contract acquired associated with the
agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT, the Company recorded an $8.0 million liability using an imputed interest rate of 10%.  For the six months ended June 30, 2003, the related
expense was $0.3 million.  At June 30, 2003, the future commitment under the agreement was $8.0 million.

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 $5.0 million remained unfunded at June 30, 2003.

In the ordinary course of business, BlackRock enters into contracts with
third parties pursuant to which the third parties provide services on behalf of BlackRock.  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.

On November 4, 2002, the Company acquired certain assets and liabilities of Cyllenius, an
equity hedge fund manager, for $1.9 million in cash at closing.  The ultimate purchase price for Cyllenius may include future contingent payments which are performance-based and are not subject to a maximum or the continued employment of former
Cyllenius employees with the Company.  The first payment, which will be made on or about August 31, 2003, became measurable on June 30, 2003 and will be approximately $4.0 million.  The Company is unable to estimate its potential
commitment for the final contingent payment, which will be made on or about January 30, 2004, at this time.

Summary of Commitments (unaudited):

|(Dollar amounts in thousands) |  | Total |         | 2003 |   | 2004   |  | 2005 |        | 2006 |   | 2007   |  | Thereafter |       
|----------------------------- |  | ----- | ------- | ---- | - | ------ |  | ---- | ------ | ---- | - | ------ |  | ---------- | ------
|                              |  |       |         |      |   |        |  |      |        |      |   |        |  |            |       
|Lease Commitments             |  | $     | 167,147 |      | $ | 5,801  |  | $    | 11,607 |      | $ | 10,871 |  | $          | 10,915
|Acquired Management Contract  |  |       | 8,000   |      |   |       |  |      | 1,500  |      |   | 1,500  |  |            | 1,000 
|Cyllenius Acquisition         |  |       | 4,009   |      |   | 4,009  |  |      |       |      |   |       |  |            |      
|Investment Commitments        |  |       | 4,983   |      |   | 4,983  |  |      |       |      |   |       |  |            |      
|                              |  |       |         |      |   |        |  |      |        |      |   |        |  |            |       
|Total Commitments             |  | $     | 184,139 |      | $ | 14,793 |  | $    | 13,107 |      | $ | 12,371 |  | $          | 11,915
|                              |  |       |         |      |   |        |  |      |        |      |   |        |  |            |       

On April 30, 2003, the Company entered into a binding agreement with HPB, an investment manager of a fund
of hedge funds, to purchase 80% of its outstanding equity for approximately $4.1 million in cash.  Additionally, the Company has committed to purchase the remaining equity of HPB on March 31, 2008.  The purchase price of this remaining
interest is performance-based and is not subject to a maximum or the continued employment of former HPB employees with the Company.  The Company is unable to estimate its potential obligation at this time.  Therefore, it is not included in
the table above.

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##### Table of Contents

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, 2002.

Investments

The Companys investments are classified as trading and available for sale. 
Investments, trading, represent investments made by the Company and held in a Rabbi trust with respect to senior employee elections under the BlackRock Voluntary and Involuntary Deferred Compensation Plans and certain seed investments which are
recorded at fair market value with unrealized gains and losses included in the accompanying consolidated statements of income as investment income (expense).  Investments, available for sale, consist primarily of investments in BlackRock funds,
municipal bonds and certain alternative investment products and are stated at market values.  Securities that are not readily marketable (alternative investment products) are stated at their estimated fair market value as determined by the
Companys management.

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.  Realized gains and losses on trading and available for sale investments are calculated on a specific identification basis and, along with interest and dividend income, are included in investment income
(expense) on 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 equity 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 amounts) is less than the last revised estimate and the reduction in estimated
future cash flows is deemed to be other than temporary, 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 securities, the
Company considers the length of time and the extent to which the securitys market value 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 non-operating income (expense) on the consolidated statements of income.

Property
and Equipment

Property and equipment is 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.

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.

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.        Managements Discussion and Analysis
of Financial Condition and Results of Operations  (continued)

Critical Accounting Policies  (continued)

Stock-Based
Compensation

Prior to 2003, the Company accounted for stock-based employee compensation plans under the recognition and measurement provisions of Accounting Principles Board Opinion
(APB) No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  Stock compensation recorded prior to 2003 primarily represents the grant of restricted common stock to employees.  Effective
January 1, 2003, the Company adopted the fair value recognition provisions of 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 and six month periods ended June 30, 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 ended June 30, |        | Six months ended June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|                                                                                                                                      |  |                             |        |                           |  
|(Dollar amounts in thousands, except per share data)                                                                                  |  | 2003                        |        | 2002                      |  
|                                                                                                                                      |  |                             |        |                           |  
|                                                                                                                                      |  | (unaudited)                 |       
|Net income, as reported                                                                                                               |  | $                           | 38,674 |                           | $
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                            |  |                             | 297    |                           |  
|Deduct:  Total stock-based employee compensation expense determined under fair value method of all awards, net of related tax
effects |  |                             | (3,659 | )                         |  
|                                                                                                                                      |  |                             |        |                           |  
|Pro forma net income                                                                                                                  |  | $                           | 35,312 |                           | $
|                                                                                                                                      |  |                             |        |                           |  
|Earnings per share:                                                                                                                   |  |                             |        |                           |  
|Basic - as reported                                                                                                                   |  | $                           | 0.59   |                           | $
|Basic - pro forma                                                                                                                     |  | $                           | 0.54   |                           | $
|Diluted - as reported                                                                                                                 |  | $                           | 0.58   |                           | $
|Diluted - pro forma                                                                                                                   |  | $                           | 0.53   |                           | $

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.        Managements Discussion and Analysis
of Financial Condition and Results of Operations   (continued)

Related Party Transactions

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

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

|                                             |  | Three months ended June 30, |        | Six months ended June 30, |  
|-------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|                                             |  |                             |        |                           |  
|(Dollar amounts in thousands)                |  | 2003                        |        | 2002                      |  
|                                             |  |                             |        |                           |  
|                                             |  | (unaudited)                 |       
|Investment advisory and administration fees: |  |                             |        |                           |  
|BlackRock Open-end Funds:                    |  |                             |        |                           |  
|PNC                                          |  | $                           | 9,999  |                           | $
|Other                                        |  |                             | 7,057  |                           |  
|BlackRock Closed-end Funds - Other           |  |                             | 12,301 |                           |  
|BlackRock Provident Institutional Funds      |  |                             |        |                           |  
|PNC                                          |  |                             | 3,131  |                           |  
|Other*                                       |  |                             | 15,723 |                           |  
|STIF - PNC                                   |  |                             | 285    |                           |  
|                                             |  |                             |        |                           |  
|                                             |  | $                           | 48,496 |                           | $
|                                             |  |                             |        |                           |  

*  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.

Revenues
for such services are as follows:

|                                   |  | Three months ended June 30, |       | Six months ended June 30, |  
|---------------------------------- |  | --------------------------- | ----- | ------------------------- | -
|                                   |  |                             |       |                           |  
|(Dollar amounts in thousands)      |  | 2003                        |       | 2002                      |  
|                                   |  |                             |       |                           |  
|                                   |  | (unaudited)                 |      
|Separate accounts - Nomura         |  | $                           | 3,162 |                           | $
|Separate accounts - PNC            |  |                             | 1,904 |                           |  
|Private client services - PNC      |  |                             | 1,382 |                           |  
|Other income-risk management - PNC |  |                             | 1,250 |                           |  
|                                   |  |                             |       |                           |  
|                                   |  | $                           | 7,698 |                           | $
|                                   |  |                             |       |                           |  

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 June 30, 2003 and 2002 totaled approximately $18.0 million and $23.8 million, respectively, and for the six month periods ended June 30, 2003 and 2002, totaled approximately $35.9 million and
$49.7 million, respectively.

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.        Managements Discussion and Analysis
of Financial Condition and Results of Operations  (continued)

Related Party Transactions  (continued)

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

|                                        |  | June 30,    |       
|--------------------------------------- |  | ----------- | ------
|                                        |  |             |       
|(Dollar amounts in millions)            |  | 2003        |       
|                                        |  |             |       
|                                        |  | (unaudited) |       
|BlackRock Open-end Funds                |  | $           | 10,595
|BlackRock Provident Institutional Funds |  |             | 8,442 
|STIF                                    |  |             | 747   
|Separate accounts                       |  |             | 11,592
|                                        |  |             |       
|                                        |  | $           | 31,376
|                                        |  |             |       

The Company has entered into various memoranda of understanding and co-administration agreements with
affiliates of PNC pursuant to which the Company pays administration fees for BPIF and certain other 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.

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

|                                                   |  | Three months ended June 30, |       | Six months ended June 30, |  
|-------------------------------------------------- |  | --------------------------- | ----- | ------------------------- | -
|                                                   |  |                             |       |                           |  
|(Dollar amounts in thousands)                      |  | 2003                        |       | 2002                      |  
|                                                   |  |                             |       |                           |  
|                                                   |  | (unaudited)                 |      
|Fund administration and servicing costs-affiliates |  | $                           | 6,686 |                           | $
|General and administration                         |  |                             | 1,534 |                           |  
|General and administration-consulting              |  |                             | 450   |                           |  
|                                                   |  |                             |       |                           |  
|                                                   |  | $                           | 8,670 |                           | $
|                                                   |  |                             |       |                           |  

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 $7.6 million and $5.4 million at June 30, 2003 and December 31, 2002, respectively, which primarily represents investment and administration services provided to Nomura, PNC subsidiaries and affiliates.

Receivable from affiliates was approximately $0.1 million and $0.3 million at June 30, 2003 and December 31, 2002, respectively.  These amounts primarily represent reimbursed expenses due from the BlackRock Funds
and affiliates.

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.        Managements Discussion and Analysis
of Financial Condition and Results of Operations  (continued)

Related Party Transactions  (continued)

Payable to
affiliates was approximately $35.2 million and approximately $24.0 million at June 30, 2003 and December 31, 2002, respectively.  These amounts primarily represent income taxes payable and fund administration and servicing costs-affiliates
payable.  These amounts do not bear interest.

Consolidation of Variable Interest Entities

In January 2003, the Financial Accounting
Standards Board (FASB) issued FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities.  FIN No. 46 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).

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 Concept No. 7, Using Cash Flow Information and Present Value in Accounting
Measurements.

A public enterprise with a variable interest in a VIE created before January 31, 2003 must apply FIN No. 46 to that VIE as of the beginning of the first interim or annual
reporting period beginning after June 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.

During the six months ended June 30, 2003, management made changes to the equity ownership and/or control structure of certain
hedge funds previously identified in the Companys Annual Report on Form 10-K for the year ended December 31, 2002 which has removed them from the scope of FIN No. 46.  As a result these entities will not be required to be consolidated in
the third quarter of 2003.

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.        Managements Discussion and Analysis
of Financial Condition and Results of Operations  (continued)

Consolidation of Variable Interest Entities  (continued)

Pursuant to the conceptual framework set forth in FIN No. 46, the Companys management has concluded that the consolidation of the assets, liabilities and results of operations of four collateralized bond obligation funds
(CBOs) and one collateralized loan obligation fund (CLO) organized as corporations or limited liability companies in its consolidated financial statements as of and for the period ended September 30, 2003 is reasonably
possible.  The funds invest in high yield securities and offer opportunity for high return and are subject to greater risk than traditional investment products.  These funds are structured to take advantage of the yield differential
between their assets and liabilities and have terms to maturity from eight to twelve years.  At June 30, 2003, aggregate assets and debt in the CBOs and CLO was approximately $2.3 billion and $2.0 billion, respectively.  If such assets and
debt are required to be recorded, the Company would disclose that it claims no title to the assets and such liabilities are without recourse to BlackRock.  In its role as collateral manager for the CBOs, BlackRock is not exposed to risk of loss
with respect to the CBOs debts. BlackRocks equity ownership in these funds was approximately $14.4 million at June 30, 2003.  BlackRocks maximum potential loss related to these VIEs is limited to the amount of its respective equity
ownership in each of these investment vehicles.  Additionally, the Company has neither guaranteed nor is contractually liable for any of the VIEs obligations.

Assuming the
consolidation of the CBOs and CLOs assets, liabilities and results of operations effective July 1, 2003, the Company will record a cumulative effect of change in accounting principle not expected to exceed $1 million, after tax. 
This charge primarily represents the difference between the carrying amounts of BlackRocks investments in these entities accounted for under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, the
Companys current accounting treatment, and FIN No. 46.

Commencing in 2003, BlackRock acts as trading adviser and special member to an entity which has created a series of municipal
securities trusts in which it has retained interests.  These trusts purchase fixed-rate, long-term, highly rated, insured or escrowed 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.  The aggregate assets and debt in this entity (including the trusts) was approximately $153 million and $103 million, respectively.  BlackRocks equity ownership was approximately $5.4 million at June 30, 2003. 
The Companys management has concluded that BlackRock is not the primary beneficiary of this entity and therefore will not consolidate the entity upon the Companys adoption of FIN No. 46.

On July 17, 2003, BlackRock made a formal submission to the Securities and Exchange Commissions (SEC) Office of the Chief Accountant requesting pre-clearance of our interpretation of certain issues associated
with the implementation of FIN No. 46 which would result in a non-consolidation determination with respect to the previously noted CBOs and CLO.  There can be no assurance that the SECs review of our submission will result in
non-consolidation of the CBOs and the CLO.

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 rapidly rising interest rates, BlackRocks assets under management would likely be negatively affected by reduced asset values and increased redemptions.

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued)Item 2.        Managements Discussion and Analysis
of Financial Condition and Results of Operations  (continued)

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.

Forward Looking Statements

This report, and other documents filed by BlackRock, contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act with respect to: BlackRocks fixed income hedge fund investment performance; anticipated impact of FIN No. 46 on BlackRocks financial statements; anticipated offering proceeds,
annualized fees and annualized fund administration and servicing costs for the BlackRock Limited Duration Income Trust; potential new business opportunities; liquidity asset levels; and other future financial or business performance, strategies or
expectations. Forward-looking statements are typically identified by words or phrases such as trend, potential, opportunity, pipeline, believe, comfortable, expect,
anticipate, current, intention, estimate, position, assume, potential, outlook, continue, remain, maintain,
sustain, seek, achieve, and similar expressions, or future or conditional verbs such as will, would, should, could, may and 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 Securities and Exchange Commission (the SEC) reports 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: (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 changes in demand for products or services or in the value of assets under management; (3) the relative and
absolute 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; (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 and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or PNC; (11) terrorist activities and international hostilities, which may adversely affect the general
economy, financial and capital markets, specific industries, and BlackRock; and (12) the ability to attract and retain highly talented professionals.

BlackRocks Annual Report on Form 10-K for
the year ended December 31, 2002 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.

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##### Table of Contents

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,
municipal debt securities and certain alternative investment products.  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 June 30, 2003 and December 31, 2002, the fair market value of seed investments was $38.2 million and $27.5 million, respectively.  The fair market value of
BlackRocks other investments included in the mutual funds total, as stated below, was $152.3 million and $151.1 million as of June 30, 2003 and December 31, 2002, respectively, and is comprised of fixed income portfolios 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 market values of the investments and provides a
sensitivity analysis of the estimated fair market values of all financial instruments subject to equity price risk, assuming a 10% increase or decrease in equity prices:

|                                                  |  | Fair Market Value |         | Fair market value assuming 10 % increase in market price |   | Fair market value assuming 10% decrease in market price | 
|------------------------------------------------- |  | ----------------- | ------- | -------------------------------------------------------- | - | ------------------------------------------------------- | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|June 30, 2003                                     |  |                   |         |                                                          |   |                                                         | 
|Mutual funds                                      |  | $                 | 11,120  |                                                          | $ | 12,232                                                  | 
|Equity securities                                 |  |                   | 6,972   |                                                          |   | 7,669                                                   | 
|Other                                             |  |                   | 18,041  |                                                          |   | 19,845                                                  | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Total investments, trading                        |  |                   | 36,133  |                                                          |   | 39,746                                                  | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Mutual funds                                      |  |                   | 160,135 |                                                          |   | 176,149                                                 | 
|Collateralized bond obligations                   |  |                   | 14,363  |                                                          |   | 15,799                                                  | 
|Other                                             |  |                   | 16,055  |                                                          |   | 17,661                                                  | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Total investments, available for sale             |  |                   | 190,553 |                                                          |   | 209,609                                                 | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Total investments, trading and available for sale |  | $                 | 226,686 |                                                          | $ | 249,355                                                 | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|December 31, 2002                                 |  |                   |         |                                                          |   |                                                         | 
|Mutual funds                                      |  | $                 | 5,131   |                                                          | $ | 5,644                                                   | 
|Other                                             |  |                   | 10,766  |                                                          |   | 11,843                                                  | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Total investments, trading                        |  |                   | 15,897  |                                                          |   | 17,487                                                  | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Mutual funds                                      |  |                   | 158,418 |                                                          |   | 174,260                                                 | 
|Collateralized bond obligations                   |  |                   | 10,375  |                                                          |   | 11,413                                                  | 
|Other                                             |  |                   | 9,782   |                                                          |   | 10,760                                                  | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Total investments, available for sale             |  |                   | 178,575 |                                                          |   | 196,433                                                 | 
|                                                  |  |                   |         |                                                          |   |                                                         | 
|Total investments, trading and available for sale |  | $                 | 194,472 |                                                          | $ | 213,920                                                 | 
|                                                  |  |                   |         |                                                          |   |                                                         | 

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##### Table of Contents

PART I    FINANCIAL INFORMATION  (continued) Item 3.        Quantitative and Qualitative Disclosures About
Market Risk  (continued)

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 June 30, 2003, equity
securities represent a seed investment made by the Company during 2003 in two quantitative equity products.

The following table summarizes the fair market value of the Companys
investments in municipal debt securities, which expose BlackRock to interest rate risk, at June 30, 2003 and December 31, 2002.  The table also provides a sensitivity analysis of the estimated fair market value of these financial instruments,
assuming 100 basis point upward and downward parallel shifts in the yield curve:

|                          |  | Fair Market Value |        | Fair market value assuming + 100 basis point shift |   | Fair market value assuming - 100 basis point shift | 
|------------------------- |  | ----------------- | ------ | -------------------------------------------------- | - | -------------------------------------------------- | 
|                          |  |                   |        |                                                    |   |                                                    | 
|June 30, 2003             |  |                   |        |                                                    |   |                                                    | 
|Municipal debt securities |  | $                 | 78,031 |                                                    | $ | 70,911                                             | 
|                          |  |                   |        |                                                    |   |                                                    | 
|December 31, 2002         |  |                   |        |                                                    |   |                                                    | 
|Municipal debt securities |  | $                 | 14,271 |                                                    | $ | 10,921                                             | 
|                          |  |                   |        |                                                    |   |                                                    | 

Item 4.     Controls and Procedures

| | (a) | Disclosure Controls and Procedures.  The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the
period covered by this report.  Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Companys disclosure controls and procedures are
affective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | Internal Control Over Financial Reporting.  There have not been any changes in the Companys internal control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                              

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##### Table of Contents

PART II   OTHER INFORMATIONItem 4.        Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of BlackRock was held on
May 8, 2003, for the purpose of considering and acting upon the following:

(1) Election of Directors.  Three Class I directors were elected and the votes cast for or against/withheld
were as follows:

|                      |  | Aggregate Votes |            
|--------------------- |  | --------------- | -----------
|                      |  |                 |            
|                      |  | For             |            
|                      |  |                 |            
|Nominees              |  |                 |            
|William O. Albertini  |  |                 | 244,750,181
|William S. Demchack   |  |                 | 244,565,212
|Laurence D. Fink      |  |                 | 242,230,116
|William C. Mutterperl |  |                 | 244,878,935
|Frank T. Nickell      |  |                 | 242,456,966
|Thomas H. OBrien     |  |                 | 242,588,867

(2) Compensation Plans.  Two matters were approved and the votes cast for or against and
the abstentions were as follows:

|                                                                                                        |  | Aggregate Votes |            
|------------------------------------------------------------------------------------------------------- |  | --------------- | -----------
|                                                                                                        |  |                 |            
|                                                                                                        |  | For             |            
|                                                                                                        |  |                 |            
|Approval of the Adoption of the BlackRock, Inc. 2002 Long Term Retention and Incentive Plan             |  |                 | 240,645,949
|Approval of the Amendment and Restatement of the BlackRock, Inc. 1999 Annual Incentive Performance Plan |  |                 | 243,533,124

There were no broker non-votes.  The continuing directors of BlackRock are Murray S. Gerber, James
Grosfeld, James E. Rohr, Ralph L. Schlosstein and Laurence M. Wagner.  Effective May 1, 2003, David H. Komansky was appointed to the Companys Board of Directors and shall be a nominee for election at the 2004 Annual Meeting of
Stockholders.

With respect to the preceding matters, holders of BlackRocks class A common stock, and class B common stock voted together as a single class.  Holders of BlackRocks
class A common stock are entitled to one vote per share.  Holders of BlackRocks class B common stock are entitled to five votes per share.

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##### Table of Contents

PART II   OTHER INFORMATIONItem 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.                                                                
|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. +                                                                                                                         
|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.                                                     

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##### Table of Contents

PART II  OTHER INFORMATION Item 6.      Exhibits and Reports on Form 8-K

(a)     Exhibits  (continued)

|(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 June 30, 2002.                                             
|(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.                                                 

+        Denotes compensatory plan.

(b)      Reports on Form 8-K

| | Since December 31, 2002, the Company has filed the following Current Reports on Form 8-K:                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                   
| | Form 8-K dated as of April 15, 2003, reporting the Companys Results of Operations and Financial Condition, filed pursuant to Item 12 of Form 8-K.
| |                                                                                                                                                   
| | Form 8-K dated as of July 15, 2003, reporting the Companys Results of Operations and Financial Condition, filed pursuant to Item 12 of Form 8-K. 

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##### Table of Contents

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:            
|                      |                
|Date: August 12, 2003 |                

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##### Table of Contents

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. +                                                                                                                                                 
|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. +                                                                                                                         
|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.         



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##### Table of Contents

EXHIBIT INDEX  (continued)

|(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 June 30, 2002.                                             
|(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.                                                 

+        Denotes compensatory plan.