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SECURITIES AND EXCHANGE COMMISSIONWashington, DC  20549FORM 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 September 30, 2002           
|                                                            
|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 for new 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
|--- | - | -- | -

As of October 31, 2002, there were 17,501,696 shares
of the registrants class A common stock outstanding and 47,325,060 shares of the registrants class B common stock outstanding.

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##### Table of Contents

BlackRock Inc. Index to Form 10-Q

|        |                                                                                       | Page                                          
|------- | ------------------------------------------------------------------------------------- | ----------------------------------------------
|        |                                                                                       |                                               
|        | PART I FINANCIAL INFORMATION                                                          |                                               
|        |                                                                                       |                                               
|Item 1. | Financial Statements                                                                  |                                               
|        |                                                                                       |                                               
|        |                                                                                       | Consolidated Statements of Financial Condition
|        |                                                                                       |                                               
|        |                                                                                       | Consolidated Statements of Income             
|        |                                                                                       |                                               
|        |                                                                                       | Consolidated Statements of Cash Flows         
|        |                                                                                       |                                               
|        |                                                                                       | Notes to Consolidated Financial Statements    
|        |                                                                                       |                                               
|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 13                                            
|        |                                                                                       |                                               
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk                            | 39                                            
|        |                                                                                       |                                               
|Item 4. | Controls and Procedures                                                               | 40                                            
|        |                                                                                       |                                               
|        | PART II OTHER INFORMATION                                                             |                                               
|        |                                                                                       |                                               
|Item 6. | Exhibits and Reports on Form 8-K                                                      | 41                                            
|        |                                                                                       |                                               





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##### Table of Contents

PART I      FINANCIAL INFORMATION Item 1.          
Financial Statements

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

|                                                                                  |                            | September 30, 2002 |         | December 31, 2001 |  
|--------------------------------------------------------------------------------- | -------------------------- | ------------------ | ------- | ----------------- | -
|                                                                                  |                            |                    |         |                   |  
|                                                                                  |                            | (unaudited)        |         |                   |  
|Assets                                                                            |                            |                    |         |                   |  
|Cash and cash equivalents                                                         |                            | $                  | 213,675 |                   | $
|Accounts receivable                                                               |                            |                    | 109,115 |                   |  
|Investments (cost: $188,237 and $143,600, respectively)                           |                            |                    | 180,462 |                   |  
|Property and equipment, net                                                       |                            |                    | 93,527  |                   |  
|Intangible assets, net                                                            |                            |                    | 181,082 |                   |  
|Receivable from affiliates                                                        |                            |                    | 2,729   |                   |  
|Other assets                                                                      |                            |                    | 8,984   |                   |  
|                                                                                  |                            |                    |         |                   |  
|                                                                                  | Total assets               |                    | $       | 789,574           |  
|                                                                                  |                            |                    |         |                   |  
|Liabilities and stockholders equity                                              |                            |                    |         |                   |  
|Accrued compensation                                                              |                            | $                  | 140,847 |                   | $
|Accounts payable and accrued liabilities                                          |                            |                    |         |                   |  
|                                                                                  | Affiliate                  |                    |         | 16,655            |  
|                                                                                  | Other                      |                    |         | 18,540            |  
|Acquired management contract obligation                                           |                            |                    | 6,578   |                   |  
|Other liabilities                                                                 |                            |                    | 11,030  |                   |  
|                                                                                  |                            |                    |         |                   |  
|                                                                                  | Total liabilities          |                    |         | 193,650           |  
|                                                                                  |                            |                    |         |                   |  
|Stockholders equity                                                              |                            |                    |         |                   |  
|Common stock, class A, 17,484,583 and 15,916,944 shares issued, respectively      |                            |                    | 175     |                   |  
|Common stock, class B, 47,606,341 and 48,674,607 shares issued, respectively      |                            |                    | 476     |                   |  
|Additional paid - in capital                                                      |                            |                    | 197,695 |                   |  
|Retained earnings                                                                 |                            |                    | 406,899 |                   |  
|Unearned compensation                                                             |                            |                    | (1,881  | )                 |  
|Accumulated other comprehensive loss                                              |                            |                    | (3,527  | )                 |  
|Treasury stock, class B, at cost, 280,087 and 125,633 shares issued, respectively |                            |                    | (3,913  | )                 |  
|                                                                                  |                            |                    |         |                   |  
|                                                                                  | Total stockholders equity |                    |         | 595,924           |  
|                                                                                  |                            |                    |         |                   |  
|Total liabilities and stockholders equity                                        |                            | $                  | 789,574 |                   | $
|                                                                                  |                            |                    |         |                   |  

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 September 30, |         | Nine months ended September 30, |  
|---------------------------------------------------- | ----------------- | -------------------------------- | ------- | ------------------------------- | -
|                                                     |                   |                                  |         |                                 |  
|                                                     |                   | 2002                             |         | 2001                            |  
|                                                     |                   |                                  |         |                                 |  
|Revenue                                              |                   |                                  |         |                                 |  
|Investment advisory and administration fees          |                   |                                  |         |                                 |  
|                                                     | Mutual funds      |                                  | $       | 52,009                          |  
|                                                     | Separate accounts |                                  |         | 70,149                          |  
|Other income                                         |                   |                                  |         |                                 |  
|                                                     | Affiliate         |                                  |         | 1,250                           |  
|                                                     | Other             |                                  |         | 13,724                          |  
|                                                     |                   |                                  |         |                                 |  
|Total revenue                                        |                   |                                  | 137,132 |                                 |  
|                                                     |                   |                                  |         |                                 |  
|Expense                                              |                   |                                  |         |                                 |  
|Employee compensation and benefits                   |                   |                                  | 50,156  |                                 |  
|Fund administration and servicing costs - affiliates |                   |                                  | 7,831   |                                 |  
|General and administration                           |                   |                                  |         |                                 |  
|                                                     | Affiliate         |                                  |         | 2,265                           |  
|                                                     | Other             |                                  |         | 21,183                          |  
|Amortization of intangible assets                    |                   |                                  | 201     |                                 |  
|                                                     |                   |                                  |         |                                 |  
|Total expense                                        |                   |                                  | 81,636  |                                 |  
|                                                     |                   |                                  |         |                                 |  
|Operating income                                     |                   |                                  | 55,496  |                                 |  
|Non-operating income (expense)                       |                   |                                  |         |                                 |  
|Investment income                                    |                   |                                  | 408     |                                 |  
|Interest expense                                     |                   |                                  | (164    | )                               |  
|                                                     |                   |                                  |         |                                 |  
|Total non-operating income                           |                   |                                  | 244     |                                 |  
|                                                     |                   |                                  |         |                                 |  
|Income before income taxes                           |                   |                                  | 55,740  |                                 |  
|Income taxes                                         |                   |                                  | 22,575  |                                 |  
|                                                     |                   |                                  |         |                                 |  
|Net income                                           |                   | $                                | 33,165  |                                 | $
|                                                     |                   |                                  |         |                                 |  
|Earnings per share                                   |                   |                                  |         |                                 |  
|                                                     | Basic             |                                  | $       | 0.51                            |  
|                                                     | Diluted           |                                  | $       | 0.51                            |  
|Weighted-average shares outstanding                  |                   |                                  |         |                                 |  
|                                                     | Basic             |                                  |         | 64,798,908                      |  
|                                                     | Diluted           |                                  |         | 65,338,340                      |  

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 Flows(Dollar amounts in thousands) (unaudited)

|                                                                                  |                                                      | Nine months ended September 30, |        
|--------------------------------------------------------------------------------- | ---------------------------------------------------- | ------------------------------- | -------
|                                                                                  |                                                      |                                 |        
|                                                                                  |                                                      | 2002                            |        
|                                                                                  |                                                      |                                 |        
|Cash flows from operating activities                                              |                                                      |                                 |        
|Net income                                                                        |                                                      | $                               | 99,401 
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                      |                                 |        
|                                                                                  | Depreciation and amortization                        |                                 |        
|                                                                                  | Stock-based compensation                             |                                 |        
|                                                                                  | Deferred income taxes                                |                                 |        
|                                                                                  | Tax benefit from stock-based compensation            |                                 |        
|                                                                                  | Purchase of investments, trading, net                |                                 |        
|                                                                                  | Net loss on investments                              |                                 |        
|                                                                                  | Changes in operating assets and liabilities:         |                                 |        
|                                                                                  | Increase in accounts receivable                      |                                 |        
|                                                                                  | Increase in receivable from affiliates               |                                 |        
|                                                                                  | Decrease in other assets                             |                                 |        
|                                                                                  | Increase (decrease) in accrued compensation          |                                 |        
|                                                                                  | Increase in accounts payable and accrued liabilities |                                 |        
|                                                                                  | Increase in other liabilities                        |                                 |        
|                                                                                  |                                                      |                                 |        
|Cash provided by operating activities                                             |                                                      |                                 | 96,875 
|                                                                                  |                                                      |                                 |        
|Cash flows from investing activities                                              |                                                      |                                 |        
|Purchase of property and equipment                                                |                                                      |                                 | (38,365
|Purchase of investments, net                                                      |                                                      |                                 | (25,816
|                                                                                  |                                                      |                                 |        
|Cash used in investing activities                                                 |                                                      |                                 | (64,181
|                                                                                  |                                                      |                                 |        
|Cash flows from financing activities                                              |                                                      |                                 |        
|Issuance of class A common stock                                                  |                                                      |                                 | 2,212  
|Purchase of treasury stock                                                        |                                                      |                                 | (9,826 
|Reissuance of treasury stock                                                      |                                                      |                                 | 1,691  
|Acquired management contract obligation payment                                   |                                                      |                                 | (766   
|                                                                                  |                                                      |                                 |        
|Cash used in financing activities                                                 |                                                      |                                 | (6,689 
|                                                                                  |                                                      |                                 |        
|Effect of exchange rate changes on cash and cash equivalents                      |                                                      |                                 | 1,219  
|Net increase (decrease) in cash and cash equivalents                              |                                                      |                                 | 27,224 
|Cash and cash equivalents, beginning of period                                    |                                                      |                                 | 186,451
|                                                                                  |                                                      |                                 |        
|Cash and cash equivalents, end of period                                          |                                                      | $                               | 213,675
|                                                                                  |                                                      |                                 |        
|                                                                                  |                                                      |                                 |        

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##### Table of Contents

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

BlackRock, Inc.Notes to Consolidated Financial Statements Nine Months Ended September 30, 2002 and 2001(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), an indirect majority owned subsidiary of The PNC Financial Services Group, Inc. (PNC), 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, 2001.  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 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 and certain institutional and private placement portfolios  (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 and 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.  Any impairment on investments which is deemed other than temporary is recorded in non-operating income (expense) on the consolidated statements of income.

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##### Table of Contents

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

1.     Significant Accounting Policies (continued)

Intangible Assets

Intangible assets are comprised of goodwill and management contract acquired.  For the three months and nine months ended September 30,
2001, goodwill was amortized on a straight-line basis over 25 years.  On July 20, 2001, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, which changed the
accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new statement.  Impairment
testing for goodwill at a reporting unit level is required on at least an annual basis.  The new statement also addresses other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and
other intangible assets.  The Company adopted SFAS No. 142, effective on January 1, 2002, as required.  As a result of adopting SFAS No. 142, the Companys diluted earnings per share has increased by approximately $.06 per share
during the nine months ended September 30, 2002.  Assuming no impairment adjustments are necessary, no future business combinations, and no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately
$.02 per share during the remainder of 2002 as a result of the cessation of goodwill amortization.  Management contract acquired is amortized in proportion to, and over the period of, contract revenue, which is ten years.  The Company
regularly evaluates the carrying value of intangible assets.  Any impairment would be recognized when the future operating cash flows expected to be derived from such intangible assets are less than their carrying value.  In such
instances, impairment, if any, is measured on a discounted future cash flow basis.

Accounting for Costs Associated with Exit or Disposal Activities

In July 2002, the FASB also issued SFAS No. 146, Accounting for Costs Associated with Exit and Disposal Activities, which nullified Emerging Issue Task Force Issue (Issue) No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring), by requiring the recognition of a liability for a cost associated with an exit or disposal
activity only when the liability is incurred.  Under the Issue, a liability for an exit cost could be recorded at the date of an entitys commitment to an exit plan.  The adoption of this statement, which is effective January 1, 2003,
is not expected to have a material impact on the Companys financial statements.

Derivative Instruments and Hedging Activities

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and No. 138, establishes accounting and reporting standards for derivative instruments, including certain
derivatives embedded in other contracts and for hedging activities.  SFAS No. 133 generally requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial condition and measure those investments at
fair value.  The Company adopted the new statement as of January 1, 2001.

The Company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in
foreign currency exchange rates of its assets and liabilities.  Derivative financial instruments are not entered into for trading or speculative purposes.  The premium or discount on an instrument is amortized over the life of the
contract.  Changes in the fair value of the Companys derivative financial instruments are recognized in current earnings, offset by the corresponding gain or loss on the related foreign denominated assets or liabilities, in the
consolidated statements of income.

Reclassification of Prior Periods Statements

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

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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 are as follows:

|                                |                                                   |      |         | Gross Unrealized |  | Fair Market Value |   
|------------------------------- | ------------------------------------------------- | ---- | ------- | ---------------- |  | ----------------- | --
|                                |                                                   |      |         |                  | 
|                                |                                                   | Cost |         | Gains            |  | Losses            |   
|                                |                                                   |      |         |                  |  |                   |   
|September 30, 2002              |                                                   |      |         |                  |  |                   |   
|Trading                         |                                                   | $    | 17,350  |                  |  |                  |   
|                                |                                                   |      |         |                  |  |                   |   
|                                | Total investments, trading                        |      |         | 17,350           |  |                   |  
|                                |                                                   |      |         |                  |  |                   |   
|Mutual funds                    |                                                   |      | 154,766 |                  |  |                   |   
|Collateralized bond obligations |                                                   |      | 14,924  |                  |  |                  |   
|Other                           |                                                   |      | 1,197   |                  |  |                  |   
|                                |                                                   |      |         |                  |  |                   |   
|                                | Total investments, available for sale             |      |         | 170,887          |  |                   |  
|                                |                                                   |      |         |                  |  |                   |   
|                                | Total investments, trading and available for sale |      | $       | 188,237          |  |                   |  
|                                |                                                   |      |         |                  |  |                   |   
|December 31, 2001               |                                                   |      |         |                  |  |                   |   
|Mutual funds                    |                                                   | $    | 129,304 |                  |  |                  |   
|Collateralized bond obligations |                                                   |      | 12,689  |                  |  |                  |   
|Other                           |                                                   |      | 1,607   |                  |  | 15                |   
|                                |                                                   |      |         |                  |  |                   |   
|                                | Total investments, available for sale             |      | $       | 143,600          |  | $                 | 15
|                                |                                                   |      |         |                  |  |                   |   
|                                |                                                   |      |         |                  |  |                   |   

BlackRock acts as investment advisor for all investments.

Net realized gains (losses) on the sale of investments totaled
$(7) and $71 for the three months ended September 30, 2002 and September 30, 2001, respectively, and $966 and $77 for the nine months ended September 30, 2002 and 2001, respectively.

3.     Intangible Assets

Intangible assets at September 30, 2002 consisted of the following:

|                                               |  | Goodwill |         | Management Contract Acquired |   | Total Intangible Assets | 
|---------------------------------------------- |  | -------- | ------- | ---------------------------- | - | ----------------------- | 
|                                               |  |          |         |                              |   |                         | 
|Balance at December 31, 2001                   |  | $        | 240,797 |                              | $ | 8,040                   | 
|Accumulated amortization at September 30, 2002 |  |          | 65,842  |                              |   | 1,913                   | 
|                                               |  |          |         |                              |   |                         | 
|Balance at September 30, 2002                  |  | $        | 174,955 |                              | $ | 6,127                   | 
|                                               |  |          |         |                              |   |                         | 

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##### Table of Contents

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

3.     Intangible Assets (continued)

a)     Goodwill

The consolidated financial statements reflect the results of operations of the former BlackRock Financial Management, L.P. and
BFM Advisory L.P., which were acquired by PNC on February 28, 1995.  Goodwill recognized at acquisition approximated $240,000 and was amortized on a straight-line basis over 25 years.  On July 20, 2001, the FASB issued SFAS No. 142,
Goodwill and Other Intangible Assets, which changed the accounting for goodwill from an amortization method to an impairment-only approach.  The amortization of goodwill, including goodwill recognized relating to past business
combinations, ceased upon adoption of the new statement.  As required, BlackRock performs impairment testing for goodwill at a reporting unit level on at least an annual basis.

b)     Management Contract Acquired

On May 15, 2000, BlackRock entered into a contract in connection with the agreement and plan of merger of
CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT.  This agreement assigned the managerial rights and duties of CORE Cap, Inc.s former manager to BlackRock for consideration in the amount of $12,500 to be paid by
BlackRock over a ten-year period.  The present value of the acquired contract using an imputed interest rate of 10% was $8,040 on the date of acquisition.  This amount was recorded as an intangible asset and is being amortized in
proportion to, and over the period of, contract revenue, which is ten years.  If BlackRock were terminated as manager of the REIT with cause, the then remaining present value of future payments would be written off.  If BlackRock were
terminated without cause, the REIT would be required to reimburse BlackRock for the remaining payments.

The following table reflects the adoption of SFAS No. 142:

|                                  |  | Three months ended September 30, |        | Nine months ended September 30, |  
|--------------------------------- |  | -------------------------------- | ------ | ------------------------------- | -
|                                  |  |                                  |        |                                 |  
|                                  |  | 2002                             |        | 2001                            |  
|                                  |  |                                  |        |                                 |  
|Reported net income               |  | $                                | 33,165 |                                 | $
|Goodwill amortization, net of tax |  |                                  |       |                                 |  
|                                  |  |                                  |        |                                 |  
|Adjusted net income               |  | $                                | 33,165 |                                 | $
|                                  |  |                                  |        |                                 |  
|Basic earnings per share:         |  |                                  |        |                                 |  
|Reported                          |  | $                                | 0.51   |                                 | $
|Goodwill amortization, net of tax |  |                                  |       |                                 |  
|                                  |  |                                  |        |                                 |  
|Adjusted                          |  | $                                | 0.51   |                                 | $
|                                  |  |                                  |        |                                 |  
|Diluted earnings per share:       |  |                                  |        |                                 |  
|Reported                          |  | $                                | 0.51   |                                 | $
|Goodwill amortization, net of tax |  |                                  |       |                                 |  
|                                  |  |                                  |        |                                 |  
|Adjusted                          |  | $                                | 0.51   |                                 | $
|                                  |  |                                  |        |                                 |  

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##### Table of Contents

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

3.     Intangible Assets (continued)

The Company expects amortization expense related to the management contract acquired to be $201 for the remainder of 2002 and $804 annually for 2003 through 2006.

4.     Derivative Financial Instruments

The Company currently enters into forward foreign currency exchange contracts with a major
multinational financial institution to hedge foreign currency exposures related to non-dollar denominated investments in its consolidated statements of financial condition.  At September 30, 2002, the contracts had a notional amount and fair
value of $20,986 and $131, respectively.  All contracts mature on December 27, 2002.  The Company had no derivative financial instruments outstanding at December 31, 2001.

By using
derivative financial instruments to hedge exposure to changes in exchange rates, the Company exposes itself to market risk.  Market risk is the effect on the value of a financial instrument that results from a change in currency exchange
rates.  The Company manages exposure to market risk associated with foreign currency exchange contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

5.     Other Income

Other income consists of the following:

|                                               |  | Three months ended September 30, |        | Nine months ended September 30, |  
|---------------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | -
|                                               |  |                                  |        |                                 |  
|                                               |  | 2002                             |        | 2001                            |  
|                                               |  |                                  |        |                                 |  
|Risk management and investment system services |  | $                                | 12,911 |                                 | $
|Other                                          |  |                                  | 2,063  |                                 |  
|                                               |  |                                  |        |                                 |  
|                                               |  | $                                | 14,974 |                                 | $
|                                               |  |                                  |        |                                 |  

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##### Table of Contents

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

6.     Common Stock (continued)

BlackRocks class A, $0.01 par value, common shares authorized was 250,000,000 shares as of September 30, 2002 and December 31, 2001, respectively.  BlackRocks class B, $0.01 par value, common shares authorized
was 100,000,000 shares as of September 30, 2002 and December 31, 2001, respectively.

The Companys common shares issued and outstanding and related activity consists of the
following:

|                                             |  | Shares issued       |            |                       | 
|-------------------------------------------- |  | ------------------- | ---------- | --------------------- | 
|                                             |  |                     |            |                       | 
|                                             |  | Common shares Class |            | Treasury shares Class | 
|                                             |  |                     |            |                       | 
|                                             |  | A                   |            | B                     | 
|                                             |  |                     |            |                       | 
|December 31, 2001                            |  |                     | 15,916,944 |                       | 
|Conversion of class B stock to class A stock |  |                     | 1,004,817  |                       | 
|Issuance of shares to Nonemployee Directors  |  |                     | 2,591      |                       | 
|Issuance of class A common stock             |  |                     | 554,269    |                       | 
|Treasury stock transactions                  |  |                     | 5,962      |                       | 
|                                             |  |                     |            |                       | 
|September 30, 2002                           |  |                     | 17,484,583 |                       | 
|                                             |  |                     |            |                       | 

7.     Comprehensive Income

|                                        |                                                                  | Three months ended September 30, |        | Nine months ended September 30, |  
|--------------------------------------- | ---------------------------------------------------------------- | -------------------------------- | ------ | ------------------------------- | -
|                                        |                                                                  |                                  |        |                                 |  
|                                        |                                                                  | 2002                             |        | 2001                            |  
|                                        |                                                                  |                                  |        |                                 |  
|Net income                              |                                                                  | $                                | 33,165 |                                 | $
|Other comprehensive income gain (loss): |                                                                  |                                  |        |                                 |  
|                                        | Unrealized gain (loss) from investments, available for sale, net |                                  |        | (1,195                          | )
|                                        | Foreign currency translation gain (loss)                         |                                  |        | 575                             |  
|                                        |                                                                  |                                  |        |                                 |  
|Comprehensive income                    |                                                                  | $                                | 32,545 |                                 | $
|                                        |                                                                  |                                  |        |                                 |  
|                                        |                                                                  |                                  |        |                                 |  

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##### Table of Contents

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

8.     Earnings Per Share

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

|                                             |                                              | Three months ended September 30, |            | Nine months ended September 30, |  
|-------------------------------------------- | -------------------------------------------- | -------------------------------- | ---------- | ------------------------------- | -
|                                             |                                              |                                  |            |                                 |  
|                                             |                                              | 2002                             |            | 2001                            |  
|                                             |                                              |                                  |            |                                 |  
|Net income                                   |                                              | $                                | 33,165     |                                 | $
|                                             |                                              |                                  |            |                                 |  
|Basic weighted-average shares outstanding    |                                              |                                  | 64,798,908 |                                 |  
|                                             | Dilutive potential shares from forward sales |                                  |            | 53,639                          |  
|                                             | Dilutive potential shares from stock options |                                  |            | 485,793                         |  
|                                             |                                              |                                  |            |                                 |  
|Dilutive weighted-average shares outstanding |                                              |                                  | 65,338,340 |                                 |  
|                                             |                                              |                                  |            |                                 |  
|Basic earnings per share                     |                                              | $                                | 0.51       |                                 | $
|                                             |                                              |                                  |            |                                 |  
|Diluted earnings per share                   |                                              | $                                | 0.51       |                                 | $
|                                             |                                              |                                  |            |                                 |  
|                                             |                                              |                                  |            |                                 |  

In calculating diluted earnings per share, common stock equivalents of 1,710,376 and 2,522,679 for the three months ended September 30, 2002 and September 30, 2001,
respectively, and 500,376 and 2,522,679 for the nine months ended September 30, 2002 and September 30, 2001, respectively, were excluded due to their anti-dilutive effect on the calculations.

9.     Related Party Transaction

On July 23, 2002, BlackRock and PNC entered into a revised agreement with respect to investment management
services.  The agreement incorporates a reduction in the rate of fees paid to PNC based on current market conditions as PNC related assets invested in the BlackRock Funds declined approximately $6.0 billion since inception of the
previous agreement in May 1998 and now comprise approximately 65% of the BlackRock Fundsas compared to 85% in 1998.  The revised agreement has reduced fund administration and servicing costs-affiliates by approximately 33% during the
three months ended September 30, 2002 as compared to the level of fund administration and servicing costs-affiliates that would have been paid under the previous investment services agreement.

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##### Table of Contents

10.     Supplemental Statements of Cash Flow Information

Supplemental disclosure of cash flow information:

|                           |  | Nine months ended September 30, |       
|-------------------------- |  | ------------------------------- | ------
|                           |  |                                 |       
|                           |  | 2002                            |       
|                           |  |                                 |       
|Cash paid for interest     |  | $                               | 734   
|                           |  |                                 |       
|Cash paid for income taxes |  | $                               | 62,179
|                           |  |                                 |       

Supplemental schedule of noncash transactions:

|                         |  | Nine months ended September 30, |      
|------------------------ |  | ------------------------------- | -----
|                         |  |                                 |      
|                         |  | 2002                            |      
|                         |  |                                 |      
|Stock-based compensation |  | $                               | 5,550
|                         |  |                                 |      

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##### Table of Contents

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

11.     Subsequent Events

BlackRock Inc. Long-Term Retention and Incentive Program

On October 10, 2002, the Company finalized the BlackRock, Inc. Long-Term Retention and Incentive Program (the
Plan).  The Plan permits the grant of up to 3.5 million stock options at market, subject to vesting at December 31, 2006, and $240 million in deferred compensation awards (the Compensation Awards), subject to the
achievement of certain performance hurdles no later than March 2007.  If the performance hurdles are achieved, up to $200 million of the Compensation Awards will be funded with up to 4 million shares of BlackRock common stock to be surrendered
by PNC and distributed to Plan participants, less withholding.  In addition, distributed shares to Plan participants will include an option to put such distributed shares back to BlackRock at fair market value.  BlackRock will fund the
remainder of the Compensation Awards with up to $40 million in cash.

The Compensation Awards will vest at the end of any three-month period beginning in 2005 or 2006 during which the daily average
closing price of the Companys common stock is at least $65 per share.  If that performance hurdle is not achieved, the Companys Compensation Committee of its Board of Directors may, in its sole discretion, vest a portion of the
Compensation Awards if the Company realizes compound annual growth in diluted earnings per share of at least 10% from January 1, 2002 to December 31, 2006 and the Companys publicly-traded stock performs in the top half of its peer group during
that time.

There will be no expense recognition associated with the Compensation Awards unless vesting occurs or a partial vesting determination by the Compensation Committee is considered probable
and estimable.  Once this determination is made, BlackRock will record compensation expense for the pro rata portion of the Compensation Awards earned to date.  Compensation expense for the remaining Compensation Awards will be recognized
ratably through March 31, 2007.  In addition, at the time that the BlackRock common stock portion of the Compensation Awards are distributed, BlackRock will record an increase in stockholders equity equal to the fair market value of the
BlackRock common stock distributed to employees from shares surrendered by PNC.  There will be no change in fully diluted shares upon vesting of the Compensation Awards because shares surrendered by PNC to fund the Compensation Awards are
already issued and outstanding.

The terms of the Plan are subject to regulatory approval and to approval by BlackRocks stockholders at the next annual meeting in May 2003.

Acquisition

On November 4, 2002, the Company purchased certain assets and liabilities of Cyllenius Partners GP, LLC and Cyllenius Capital Management LP
(collectively, Cyllenius) for $1.9 million in cash at closing.  Cyllenius serves as investment manager and general partner to several investment vehicles trading primarily in all-cap growth equity securities.  The ultimate
purchase price of Cyllenius may include future contingent payments based upon the performance of Cyllenius current investment vehicles and growth in the Companys Boston-based small and mid cap growth equity investment advisory business
as a whole.  The contingent payments will be made on or about August 31, 2003 and January 30, 2004.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

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 $246 billion of assets under management at September 30, 2002. 
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 the BlackRock Funds and the
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, corporate banking, real estate finance, asset-based lending, wealth management, asset management and global fund services.  As of September 30, 2002, PNC indirectly owns approximately 69%, the public owns approximately 16% and
BlackRock employees own approximately 15% of BlackRock.

The following table summarizes BlackRocks operating performance for the three months ended September 30, 2002, September 30, 2001 and
June 30, 2002 and nine months ended September 30, 2002 and September 30, 2001:

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

|                                        |  | Three months ended |            | Variance vs. |  
|--------------------------------------- |  | ------------------ | ---------- | ------------ | -
|                                        |  |                    |            |              |  
|                                        |  | September 30,      |            | June 30,     |  
|                                        |  |                    |            |              |  
|                                        |  | 2002               |            | 2001         |  
|                                        |  |                    |            |              |  
|Total revenue                           |  | $                  | 137,132    |              | $
|Total expense                           |  | $                  | 81,636     |              | $
|Operating income                        |  | $                  | 55,496     |              | $
|Net income                              |  | $                  | 33,165     |              | $
|Diluted earnings per share              |  | $                  | 0.51       |              | $
|Average diluted shares outstanding      |  |                    | 65,338,340 |              |  
|EBITDA (a)                              |  | $                  | 61,160     |              | $
|Operating margin (b)                    |  |                    | 42.9       | %            |  
|Assets under management ($ in millions) |  | $                  | 245,863    |              | $



|                                        |  | Nine months ended September 30, |            | Variance vs. |  
|--------------------------------------- |  | ------------------------------- | ---------- | ------------ | -
|                                        |  |                                 |            |              |  
|                                        |  | 2002                            |            | 2001         |  
|                                        |  |                                 |            |              |  
|Total revenue                           |  | $                               | 439,940    |              | $
|Total expense                           |  | $                               | 279,804    |              | $
|Operating income                        |  | $                               | 160,136    |              | $
|Net income                              |  | $                               | 99,401     |              | $
|Diluted earnings per share              |  | $                               | 1.52       |              | $
|Average diluted shares outstanding      |  |                                 | 65,303,080 |              |  
|EBITDA (a)                              |  | $                               | 183,530    |              | $
|Operating margin (b)                    |  |                                 | 39.3       | %            |  
|Assets under management ($ in millions) |  | $                               | 245,863    |              | $

(a) Earnings before interest expense, taxes, depreciation and amortization.
(b) Operating income divided by total revenue less fund administration and servicing costs - affiliates.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

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 or as fixed percentage of actual returns over stipulated performance periods and, accordingly, may increase the volatility of BlackRocks
revenue and earnings.

BlackRock provides a variety of risk management and technology investment system services to insurance companies, finance companies, pension funds, foundations, 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.  The fees earned on risk management advisory assignments are recorded as other income.

Operating expense primarily consists of employee compensation and benefits, fund
administration and servicing costs-affiliates, 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-affiliates expense reflects payments made to PNC affiliated entities, primarily associated with the administration and servicing of PNC client investments in the BlackRock Funds.  Intangible assets at September 30, 2002
and December 31, 2001 were $181.1 million and $181.7 million, respectively, with amortization expense of $0.2 million and $2.6 million for the three months ended September 30, 2002 and 2001, respectively, and $0.6 million and $7.8 million for the
nine months ended September 30, 2002 and September 30, 2001, respectively.  Intangible assets reflect PNCs acquisition of BlackRock Financial Management, L.P. (BFM) on February 28, 1995 and a management contract acquired in
connection with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT, on May 15, 2000.  On July 20, 2001, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
142, Goodwill and Other Intangible Assets, which changed the accounting for goodwill from an amortization method to an impairment-only approach.  The amortization of goodwill, including goodwill recognized relating to past business
combinations, ceased upon adoption of the new statement.  As required, BlackRock performs impairment testing for goodwill at a reporting unit level on at least an annual basis.  The new statement also addresses other accounting matters,
disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets.  The Company adopted SFAS No. 142, effective on January 1, 2002, as required.  As a result of adopting SFAS No. 142, the
Companys diluted earnings per share has increased by approximately $.06 per share during the nine months ended September 30, 2002.  Assuming no impairment adjustments are necessary, no future business combinations and no other changes to
goodwill, the Company expects diluted earnings per share to increase by approximately $.02 per share during the remainder of 2002 as a result of the cessation of goodwill amortization.

Assets
Under Management

Assets under management increased $20.3 billion, or 9%, to $245.9 billion at September 30, 2002, compared with $225.6 billion at September 30, 2001.  The growth in assets
under management was attributable to an increase of $24.3 billion, or 17%, in separate accounts which was partially offset by a $4.1 billion, or 5%, decrease in mutual fund assets.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Assets Under Management (continued)

The increase in separate accounts at September 30, 2002, as compared with September 30, 2001, was the result of net subscriptions
of $17.8 billion and market appreciation of $6.5 billion.  Net subscriptions in fixed income, equity, and alternative investment product accounts were $18.7 billion, $2.1 billion, and $1.0 billion, respectively, while liquidity-securities
lending and liquidity separate account assets experienced net redemption of $2.4 billion and $1.6 billion, respectively.  The rise in fixed income and alternative investment product separate account assets was attributable to new client sales
and increased fundings from existing clients associated with solid relative investment performance and client service and included approximately $4.7 billion of merger related terminations.  The growth in equity separate account assets
primarily reflected new business from international equity mandates of $2.3 billion and was partially offset by $0.3 billion of domestic equity redemptions due to weak relative investment performance and the continued decline in the U.S. stock
markets.  Net redemptions in liquidity-securities lending separate accounts reflect lower levels of cash collateral managed for PFPC Worldwide, Inc., a PNC affiliate, associated with the decline in equity markets.  Market appreciation of
$6.5 billion in separate accounts largely reflected appreciation in fixed income assets of $8.8 billion due to declining interest rates, partially offset by market depreciation in equity assets of $1.9 billion.

The $4.1 billion decrease in mutual fund assets since September 30, 2001 reflected net redemptions of $3.2 billion and $0.9 billion of market depreciation primarily in the BlackRock Funds due to the decline in the
equity markets, the implementation of open architecture distribution strategies by PNC and poor relative performance in a number of key products.  Net redemptions in the BPIF and BlackRock Funds since September 30, 2001 were $3.6 billion
and $3.2 billion, respectively, and were partially offset by $3.4 billion in net subscriptions in the closed-end funds.  The decrease in BPIF assets largely reflected more favorable yields available in the overnight markets.  Net
redemptions in the BlackRock Fundssince September 30, 2001 primarily reflected withdrawals by PNCs private banking clients.  The increase in closed-end funds was the result of the Companys offering of new closed-end
funds.

Assets under management decreased $3.9 billion, or 2%, from $249.8 billion at June 30, 2002 to $245.9 billion at September 30, 2002.  The decrease in assets under management was
attributable to a $6.5 billion decrease in mutual funds which was partially offset by a $2.6 billion increase in separate accounts.

The decrease in mutual fund assets since June 30, 2002 was due to
net redemptions of $5.9 billion and market depreciation of $0.6 billion primarily in the BlackRock Funds as a result of the decline in the equity markets. Net redemptions in BPIF and the BlackRock Funds were $5.8 billion and $1.0
billion, respectively, and were partially offset by net subscriptions of $0.8 billion in closed-end funds.  As previously discussed, the decrease in BPIF assets was due to the availability of higher yields in the overnight markets.  The
decrease in BlackRock Fund assets was due to withdrawals by PNC related accounts and to weak relative performance in certain equity products.  The increase in closed-end funds was due to the launch of several new funds during the
quarter.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Assets Under Management (continued)

The increase in separate account assets compared with June 30, 2002 was the result of $0.4 billion in net subscriptions and $2.2
billion of market appreciation.  Net subscriptions in fixed income, equity and alternative investment products were $0.3 billion, $0.6 billion and $0.3 billion, respectively, and were partially offset by net redemptions in liquidity and
liquidity-securities lending separate accounts of $0.8 billion.  Market appreciation in fixed income accounts of $4.8 billion was partially offset by market depreciation in equity accounts of $2.4 billion.

BlackRock, Inc. Assets Under Management(Dollar amounts in millions)(unaudited)

|                  |                                 | September 30, |         | December 31, |  
|----------------- | ------------------------------- | ------------- | ------- | ------------ | -
|                  |                                 |               |         |              |  
|                  |                                 | 2002          |         | 2001         |  
|                  |                                 |               |         |              |  
|All Accounts      |                                 |               |         |              |  
|                  | Fixed income                    |               | $       | 164,310      |  
|                  | Liquidity                       |               |         | 63,557       |  
|                  | Equity                          |               |         | 12,506       |  
|                  | Alternative investment products |               |         | 5,490        |  
|                  |                                 |               |         |              |  
|Total             |                                 | $             | 245,863 |              | $
|                  |                                 |               |         |              |  
|Separate Accounts |                                 |               |         |              |  
|                  | Fixed income                    |               | $       | 145,839      |  
|                  | Liquidity                       |               |         | 5,438        |  
|                  | Liquidity-Securities lending    |               |         | 5,693        |  
|                  | Equity                          |               |         | 8,322        |  
|                  | Alternative investment products |               |         | 5,490        |  
|                  |                                 |               |         |              |  
|                  | Subtotal                        |               |         | 170,782      |  
|                  |                                 |               |         |              |  
|Mutual Funds      |                                 |               |         |              |  
|                  | Fixed income                    |               |         | 18,471       |  
|                  | Liquidity                       |               |         | 52,426       |  
|                  | Equity                          |               |         | 4,184        |  
|                  |                                 |               |         |              |  
|                  | Subtotal                        |               |         | 75,081       |  
|                  |                                 |               |         |              |  
|Total             |                                 | $             | 245,863 |              | $
|                  |                                 |               |         |              |  
|                  |                                 |               |         |              |  

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

The following tables present the component changes in BlackRocks assets under management for the three months and nine months ended September 30, 2002 and 2001, respectively.  The data reflects certain
reclassifications to conform with the current years presentation.

BlackRock, Inc. Component Changes in Assets Under Management(Dollar amounts in millions)
(unaudited)

|                                  |  | Three months ended September 30, |         | Nine months ended September 30, |  
|--------------------------------- |  | -------------------------------- | ------- | ------------------------------- | -
|                                  |  |                                  |         |                                 |  
|                                  |  | 2002                             |         | 2001                            |  
|                                  |  |                                  |         |                                 |  
|All Accounts                      |  |                                  |         |                                 |  
|Beginning assets under management |  | $                                | 249,778 |                                 | $
|Net subscriptions (redemptions)   |  |                                  | (5,546  | )                               |  
|Market appreciation               |  |                                  | 1,631   |                                 |  
|                                  |  |                                  |         |                                 |  
|Ending assets under management    |  | $                                | 245,863 |                                 | $
|                                  |  |                                  |         |                                 |  
|Separate Accounts                 |  |                                  |         |                                 |  
|Beginning assets under management |  | $                                | 168,176 |                                 | $
|Net subscriptions                 |  |                                  | 357     |                                 |  
|Market appreciation               |  |                                  | 2,249   |                                 |  
|                                  |  |                                  |         |                                 |  
|Ending assets under management    |  |                                  | 170,782 |                                 |  
|                                  |  |                                  |         |                                 |  
|Mutual Funds                      |  |                                  |         |                                 |  
|Beginning assets under management |  |                                  | 81,602  |                                 |  
|Net subscriptions (redemptions)   |  |                                  | (5,903  | )                               |  
|Market depreciation               |  |                                  | (618    | )                               |  
|                                  |  |                                  |         |                                 |  
|Ending assets under management    |  |                                  | 75,081  |                                 |  
|                                  |  |                                  |         |                                 |  
|Total                             |  | $                                | 245,863 |                                 | $
|                                  |  |                                  |         |                                 |  

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##### Table of Contents

BlackRock, Inc. Assets Under ManagementQuarterly Trend(Dollar amounts in
millions)(unaudited)

|                                   |  | 2001         |         | 2002        |   | Nine months ended September 30, 2002 |  
|---------------------------------- |  | ------------ | ------- | ----------- | - | ------------------------------------ | -
|                                   |  |              |         |             |   |                                     
|                                   |  | September 30 |         | December 31 |   | March 31                             |  
|                                   |  |              |         |             |   |                                      |  
|Separate Accounts                  |  |              |         |             |   |                                      |  
|Fixed Income                       |  |              |         |             |   |                                      |  
|Beginning assets under management  |  | $            | 110,483 |             | $ | 118,336                              |  
|Net subscriptions                  |  |              | 2,959   |             |   | 1,731                                |  
|Market appreciation (depreciation) |  |              | 4,894   |             |   | (579                                 | )
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 118,336 |             |   | 119,488                              |  
|                                   |  |              |         |             |   |                                      |  
|Liquidity                          |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 6,782   |             |   | 6,987                                |  
|Net subscriptions (redemptions)    |  |              | 181     |             |   | (171                                 | )
|Market appreciation (depreciation) |  |              | 24      |             |   | 15                                   |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 6,987   |             |   | 6,831                                |  
|                                   |  |              |         |             |   |                                      |  
|Liquidity-Securities Lending       |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 10,004  |             |   | 8,069                                |  
|Net subscriptions (redemptions)    |  |              | (1,935  | )           |   | 2,712                                |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 8,069   |             |   | 10,781                               |  
|                                   |  |              |         |             |   |                                      |  
|Equity                             |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 8,257   |             |   | 8,185                                |  
|Net subscriptions (redemptions)    |  |              | 1,144   |             |   | 675                                  |  
|Market appreciation (depreciation) |  |              | (1,216  | )           |   | 717                                  |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 8,185   |             |   | 9,577                                |  
|                                   |  |              |         |             |   |                                      |  
|Alternative Investment Products    |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 4,479   |             |   | 4,879                                |  
|Net subscriptions                  |  |              | 426     |             |   | 411                                  |  
|Market appreciation (depreciation) |  |              | (26     | )           |   | 19                                   |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 4,879   |             |   | 5,309                                |  
|                                   |  |              |         |             |   |                                      |  
|Total Separate Accounts            |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 140,005 |             |   | 146,456                              |  
|Net subscriptions                  |  |              | 2,775   |             |   | 5,358                                |  
|Market appreciation                |  |              | 3,676   |             |   | 172                                  |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  | $            | 146,456 |             | $ | 151,986                              |  
|                                   |  |              |         |             |   |                                      |  
|Mutual Funds                       |  |              |         |             |   |                                      |  
|Fixed Income                       |  |              |         |             |   |                                      |  
|Beginning assets under management  |  | $            | 12,326  |             | $ | 13,985                               |  
|Net subscriptions                  |  |              | 1,397   |             |   | 2,000                                |  
|Market appreciation (depreciation) |  |              | 262     |             |   | (231                                 | )
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 13,985  |             |   | 15,754                               |  
|                                   |  |              |         |             |   |                                      |  
|Liquidity                          |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 48,829  |             |   | 56,221                               |  
|Net subscriptions (redemptions)    |  |              | 7,392   |             |   | 5,920                                |  
|Market appreciation                |  |              |        |             |   |                                     |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 56,221  |             |   | 62,141                               |  
|                                   |  |              |         |             |   |                                      |  
|Equity                             |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 11,534  |             |   | 8,934                                |  
|Net redemptions                    |  |              | (558    | )           |   | (1,040                               | )
|Market appreciation (depreciation) |  |              | (2,042  | )           |   | 809                                  |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  |              | 8,934   |             |   | 8,703                                |  
|                                   |  |              |         |             |   |                                      |  
|Total Mutual Funds                 |  |              |         |             |   |                                      |  
|Beginning assets under management  |  |              | 72,689  |             |   | 79,140                               |  
|Net subscriptions (redemptions)    |  |              | 8,231   |             |   | 6,880                                |  
|Market appreciation (depreciation) |  |              | (1,780  | )           |   | 578                                  |  
|                                   |  |              |         |             |   |                                      |  
|Ending assets under management     |  | $            | 79,140  |             | $ | 86,598                               |  
|                                   |  |              |         |             |   |                                      |  

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

BlackRock, Inc. Assets Under ManagementQuarterly Trend(Dollar amounts in millions)(unaudited)

|                                   |  | 2001         |        | 2002        |   | Nine months ended September 30, 2002 |  
|---------------------------------- |  | ------------ | ------ | ----------- | - | ------------------------------------ | -
|                                   |  |              |        |             |   |                                     
|                                   |  | September 30 |        | December 31 |   | March 31                             |  
|                                   |  |              |        |             |   |                                      |  
|Mutual Funds                       |  |              |        |             |   |                                      |  
|BlackRock Funds                    |  |              |        |             |   |                                      |  
|Beginning assets under management  |  | $            | 24,589 |             | $ | 22,790                               |  
|Net subscriptions (redemptions)    |  |              | 49     |             |   | 755                                  |  
|Market appreciation (depreciation) |  |              | (1,848 | )           |   | 650                                  |  
|                                   |  |              |        |             |   |                                      |  
|Ending assets under management     |  |              | 22,790 |             |   | 24,195                               |  
|                                   |  |              |        |             |   |                                      |  
|BlackRock Global Series            |  |              |        |             |   |                                      |  
|Beginning assets under management  |  |              | 134    |             |   | 127                                  |  
|Net subscriptions (redemptions)    |  |              | 1      |             |   | 13                                   |  
|Market appreciation (depreciation) |  |              | (8     | )           |   | 9                                    |  
|                                   |  |              |        |             |   |                                      |  
|Ending assets under management     |  |              | 127    |             |   | 149                                  |  
|                                   |  |              |        |             |   |                                      |  
|BPIF                               |  |              |        |             |   |                                      |  
|Beginning assets under management  |  |              | 41,954 |             |   | 48,889                               |  
|Net subscriptions (redemptions)    |  |              | 6,935  |             |   | 4,278                                |  
|                                   |  |              |        |             |   |                                      |  
|Ending assets under management     |  |              | 48,889 |             |   | 53,167                               |  
|                                   |  |              |        |             |   |                                      |  
|Closed End Funds                   |  |              |        |             |   |                                      |  
|Beginning assets under management  |  |              | 5,440  |             |   | 6,728                                |  
|Net subscriptions                  |  |              | 1,212  |             |   | 1,865                                |  
|Market appreciation (depreciation) |  |              | 76     |             |   | (81                                  | )
|                                   |  |              |        |             |   |                                      |  
|Ending assets under management     |  |              | 6,728  |             |   | 8,512                                |  
|                                   |  |              |        |             |   |                                      |  
|Short Term Investment Funds (STIF) |  |              |        |             |   |                                      |  
|Beginning assets under management  |  |              | 572    |             |   | 606                                  |  
|Net subscriptions (redemptions)    |  |              | 34     |             |   | (31                                  | )
|                                   |  |              |        |             |   |                                      |  
|Ending assets under management     |  |              | 606    |             |   | 575                                  |  
|                                   |  |              |        |             |   |                                      |  
|Total Mutual Funds                 |  |              |        |             |   |                                      |  
|Beginning assets under management  |  |              | 72,689 |             |   | 79,140                               |  
|Net subscriptions (redemptions)    |  |              | 8,231  |             |   | 6,880                                |  
|Market appreciation (depreciation) |  |              | (1,780 | )           |   | 578                                  |  
|                                   |  |              |        |             |   |                                      |  
|Ending assets under management     |  | $            | 79,140 |             | $ | 86,598                               |  
|                                   |  |              |        |             |   |                                      |  
|                                   |  |              |        |             |   |                                      |  

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001.

Revenue

Total revenue for the three months ended September 30, 2002 increased $2.4 million, or 2%, to $137.1 million compared with $134.8 million for the three months ended September 30, 2001.  Investment advisory and
administration fees decreased $2.0 million, or 2%, to $122.2 million for the three months ended September 30, 2002, compared with $124.2 million for the three months ended September 30, 2001.  The decrease in investment advisory and
administration fees was primarily due to a $11.5 million decrease in separate account performance fees and a decrease of $0.7 million in mutual fund revenues, partially offset by an increase in separate account base fees of $10.2 million. 
Other income of $15.0 million increased $4.4 million, or 41%, for the three months ended September 30, 2002 compared with $10.6 million for the three months ended September 30, 2001 primarily due to increased sales of BlackRock Solutions
products and portfolio accounting services.

|                                                  |                   | Three months ended September 30, |         | Variance |  
|------------------------------------------------- | ----------------- | -------------------------------- | ------- | -------- | -
|                                                  |                   |                                  |         |          |  
|Dollar amounts in thousands                       |                   | 2002                             |         | 2001     |  
|                                                  |                   |                                  |         |          |  
|                                                  |                   | (unaudited)                      |         |          |  
|Investment advisory and administration fees:      |                   |                                  |         |          |  
|                                                  | Mutual funds      |                                  | $       | 52,009   |  
|                                                  | Separate accounts |                                  |         | 70,149   |  
|                                                  |                   |                                  |         |          |  
|Total investment advisory and administration fees |                   |                                  | 122,158 |          |  
|Other income                                      |                   |                                  | 14,974  |          |  
|                                                  |                   |                                  |         |          |  
|Total revenue                                     |                   | $                                | 137,132 |          | $
|                                                  |                   |                                  |         |          |  

Mutual fund advisory and administration fees for the third quarter decreased $0.7 million, or 1%,
to $52.0 million compared with $52.8 million for the three months ended September 30, 2001, with strong growth in BPIF and closed-end fund revenue of approximately $6.8 million and $3.8 million, respectively, which was more than offset by an $11.4
million, or 39%, decline in revenue earned from the BlackRock Funds.  PNC related clients accounted for $8.6 million, or 76%, of the $11.4 million decline in revenue earned from the BlackRock Funds.  The increase in BPIF
revenue was due to an increase in average assets under management of $6.9 billion, or 15%, as compared with the third quarter of 2001 resulting from expanded sales efforts, solid investment performance and investors flight to quality. 
The rise in closed-end fund revenue was a result of an increase in assets of $3.7 billion, or 55%, primarily due to BlackRocks new fund offerings.  The decrease in BlackRock Funds revenue was attributable to a decrease in assets of
$4.3 billion, or 19%, primarily due to the continued weakness in the equity markets, the implementation of open architecture distribution strategies by PNC and poor relative investment performance in a number of key products.  BlackRock offered
four new closed-end funds with assets of approximately $0.6 billion in October 2002.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001. (continued)

Separate account revenue
decreased $1.3 million, or 2%, to $70.1 million for the three months ended September 30, 2002, compared with $71.4 million for the three months ended September 30, 2001.  Excluding performance fees, advisory fees on separate accounts increased
$10.2 million, or 18%, to $67.7 million for the three months ended September 30, 2002 compared with $57.4 million for the three months ended September 30, 2001.  The increase was driven by a $24.3 billion, or 17%, increase in separate account
assets under management, particularly in fixed income separate accounts, which increased $27.5 billion, and was partially offset by a decrease in low fee liquidity and liquidity-securities lending separate accounts of $3.9 billion. 
Performance fees of $2.5 million for the three months ended September 30, 2002 decreased $11.5 million, or 82%, compared with $14.0 million for the three months ended September 30, 2001.  As discussed in BlackRocks Form 10-Q filing for
the second quarter of 2002, recent fund investment losses have resulted in a high water mark for the Companys fixed income hedge fund which resulted in no earned performance fees for the three months ended September 30, 2002 as compared to
$10.1 million earned for the three months ended September 30, 2001.  BlackRock cannot generate additional performance fees on the fund until such time as positive investment performance exceeds the high water mark.  The funds recent
investment losses will substantially reduce the likelihood of earning additional performance fees for the remainder of 2002 and 2003.

|                                                  |  | Three months ended September 30, |         | Variance |  
|------------------------------------------------- |  | -------------------------------- | ------- | -------- | -
|                                                  |  |                                  |         |          |  
|Dollar amounts in thousands                       |  | 2002                             |         | 2001     |  
|                                                  |  |                                  |         |          |  
|                                                  |  | (unaudited)                      |         |          |  
|Mutual funds revenue                              |  |                                  |         |          |  
|BlackRock Funds                                   |  | $                                | 18,199  |          | $
|BPIF                                              |  |                                  | 22,802  |          |  
|Closed End Funds                                  |  |                                  | 10,788  |          |  
|STIF                                              |  |                                  | 220     |          |  
|                                                  |  |                                  |         |          |  
|Total mutual funds revenue                        |  |                                  | 52,009  |          |  
|                                                  |  |                                  |         |          |  
|Separate accounts revenue                         |  |                                  |         |          |  
|Separate account base fees                        |  |                                  | 67,653  |          |  
|Separate account performance fees                 |  |                                  | 2,496   |          |  
|                                                  |  |                                  |         |          |  
|Total separate accounts revenue                   |  |                                  | 70,149  |          |  
|                                                  |  |                                  |         |          |  
|Total investment advisory and administration fees |  |                                  | 122,158 |          |  
|                                                  |  |                                  |         |          |  
|Other income                                      |  |                                  | 14,974  |          |  
|                                                  |  |                                  |         |          |  
|Total revenue                                     |  | $                                | 137,132 |          | $
|                                                  |  |                                  |         |          |  

- 21 -



---

##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001. (continued)

Expense

Total expense decreased $10.6 million, or 12%, to $81.6 million for the three months ended September 30, 2002, compared with $92.3 million for the three months ended September 30, 2001.  The change
primarily reflects decreases in employee compensation and benefits, fund administration and servicing costs-affiliates and amortization of intangible assets, partially offset by an increase in general and administration expense.

|                                                   |               | Three months ended September 30, |        | Variance |  
|-------------------------------------------------- | ------------- | -------------------------------- | ------ | -------- | -
|                                                   |               |                                  |        |          |  
|Dollar amounts in thousands                        |               | 2002                             |        | 2001     |  
|                                                   |               |                                  |        |          |  
|                                                   |               | (unaudited)                      |        |          |  
|Employee compensation and benefits                 |               | $                                | 50,156 |          | $
|Fund administration and servicing costs-affiliates |               |                                  | 7,831  |          |  
|General and administration                         |               |                                  | 23,448 |          |  
|Amortization of intangible assets                  |               |                                  | 201    |          |  
|                                                   |               |                                  |        |          |  
|                                                   | Total expense |                                  | $      | 81,636   |  
|                                                   |               |                                  |        |          |  

Employee compensation and benefits decreased $3.8 million, or 7%, primarily due to decreases in
incentive compensation expense of $6.1 million associated with the reduction of hedge fund performance fees and $2.0 million attributable to investment losses with respect to senior employee elections under the Companys Voluntary and
Involuntary Deferred Compensation Plans.  The decreases were partially offset by increases of $2.7 million in salaries and benefits due to an increase in full-time employees to support business growth and $1.6 million in incentive compensation
accruals based on the growth of operating income.  For the three months ended September 30, 2002, fund administration and servicing costs-affiliates declined $7.2 million, or 48%, due to lower levels of PNC client assets invested in the
BlackRock Funds and the effect of a revised investment services agreement with PNC, which became effective on July 1, 2002.  PNC client related revenue subject to fund administration and servicing payments declined $7.8 million compared
to the prior years third quarter.  General and administration expense increased $2.8 million, or 13%, to $23.4 million for the three months ended September 30, 2002 compared with $20.7 million for the three months ended September 30, 2001
largely due to higher marketing and promotional expenses and increased occupancy and technology related costs.  Amortization of intangible assets decreased due to the adoption of SFAS No. 142, Goodwill and Other Intangible Assets,
effective January 1, 2002, which changed the accounting for goodwill from an amortization method to an impairment-only approach.

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---

##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001. (continued)

|                                    |                                          | Three months ended September 30, |       | Variance |  
|----------------------------------- | ---------------------------------------- | -------------------------------- | ----- | -------- | -
|                                    |                                          |                                  |       |          |  
|Dollar amounts in thousands         |                                          | 2002                             |       | 2001     |  
|                                    |                                          |                                  |       |          |  
|                                    |                                          | (unaudited)                      |       |          |  
|General and administration expense: |                                          |                                  |       |          |  
|Marketing and promotional           |                                          | $                                | 6,722 |          | $
|Occupancy                           |                                          |                                  | 4,903 |          |  
|Technology                          |                                          |                                  | 4,262 |          |  
|Other general and administration    |                                          |                                  | 7,561 |          |  
|                                    |                                          |                                  |       |          |  
|                                    | Total general and administration expense |                                  | $     | 23,448   |  
|                                    |                                          |                                  |       |          |  
|                                    |                                          |                                  |       |          |  

Marketing and promotional expense of $6.7 million for the three months ended September 30, 2002 increased $1.5 million, or 29%, primarily due to increased institutional
marketing costs and expenses related to increased sales of existing products and the launch of new closed-end funds.  Occupancy expense of $4.9 million for the three months ended September 30, 2002 increased $1.2 million due to higher
depreciation and leasehold costs associated with corporate facility expansion at 40 East 52nd Street, New York, New York, Wilmington, Delaware, San Francisco, California, Boston, Massachusetts and Hong Kong.  Technology expenses
increased approximately $0.7 million, or 20%, to $4.3 million for the three months ended September 30, 2002 as a result of higher depreciation charges associated with the completion of new data processing facilities in New York and Delaware, and
capitalized investments to support the growth of BlackRock Solutions.  The decrease in other general and administration expense was primarily due to foreign currency remeasurement gains on revenues earned by the Companys
Scotland-based subsidiary during the three months ended September 30, 2002 and a non-recurring charitable contribution in 2001 related to the events of September 11, 2001.

Operating Income and
Net Income

Operating income was $55.5 million for the three months ended September 30, 2002, representing a $13.0 million, or 30%, increase compared with the three months ended September 30,
2001.  Non-operating income decreased $2.5 million to $0.2 million for the three months ended September 30, 2002 as compared to $2.7 million for the three months ended September 30, 2001.  The decrease was primarily due to investment
losses with respect to senior employee elections under BlackRocks Voluntary and Involuntary Deferred Compensation Plans.  Income tax expense was $22.6 million and $17.9 million, representing effective tax rates of 40.5% and 39.5% for the
three months ended September 30, 2002 and September 30, 2001, respectively.  Net income totaled $33.2 million for the three months ended September 30, 2002 compared with $27.4 million for the three months ended September 30, 2001, representing
an increase of $5.8 million, or 21%.

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---

##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001.

Revenue

Total revenue for the nine months ended September 30, 2002 increased $36.2 million, or 9%, to $439.9 million compared with $403.8 million for the nine months ended September 30, 2001.  Investment advisory and
administration fees increased $21.5 million, or 6%, to $397.4 million for the nine months ended September 30, 2002, compared with $375.9 million for the nine months ended September 30, 2001.  The growth in investment advisory and administration
fees was primarily due to a 9% increase in assets under management to $245.9 billion at September 30, 2002.  Other income of $42.5 million increased $14.7 million, or 53%, for the nine months ended September 30, 2002 compared with $27.9 million
for the nine months ended September 30, 2001 primarily due to increased sales of BlackRock Solutionsproducts.

|                                                  |                   | Nine months ended September 30, |         | Variance |  
|------------------------------------------------- | ----------------- | ------------------------------- | ------- | -------- | -
|                                                  |                   |                                 |         |          |  
|Dollar amounts in thousands                       |                   | 2002                            |         | 2001     |  
|                                                  |                   |                                 |         |          |  
|                                                  |                   | (unaudited)                     |         |          |  
|Investment advisory and administration fees:      |                   |                                 |         |          |  
|                                                  | Mutual funds      |                                 | $       | 162,004  |  
|                                                  | Separate accounts |                                 |         | 235,420  |  
|                                                  |                   |                                 |         |          |  
|Total investment advisory and administration fees |                   |                                 | 397,424 |          |  
|Other income                                      |                   |                                 | 42,516  |          |  
|                                                  |                   |                                 |         |          |  
|Total revenue                                     |                   | $                               | 439,940 |          | $
|                                                  |                   |                                 |         |          |  

Mutual fund advisory and administration fees decreased $0.5 million to $162.0 million for the nine
months ended September 30, 2002, compared with $162.5 million for the nine months ended September 30, 2001.  The decrease in mutual fund revenue was the result of a decrease of $27.4 million, or 29%, in BlackRock Funds revenue and was
substantially offset by increases in BPIF, closed-end fund and STIF revenue of $18.7 million, $8.1 million and $0.1 million, respectively.  The increase in BPIF revenue was primarily due to increases in average assets under management of
approximately $11.8 billion or 28% during the nine months ended September 30, 2002 resulting from expanded sales efforts, solid investment performance and investors flight to quality.  The rise in closed-end fund revenue was a result of
an increase in assets of $3.7 billion, or 55%, due to BlackRocks new fund offerings.  The decrease in BlackRock Funds revenue was attributable to a decrease in assets of $4.3 billion, or 19%, primarily due to the continued weakness
in the equity markets, the implementation of open architecture distribution strategies by PNC and poor relative investment performance in a number of key products.  BlackRock offered four new closed-end funds with assets of approximately $0.6
billion in October 2002.

- 24 -



---

##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

Separate account revenue
increased $22.0 million, or 10%, to $235.4 million for the nine months ended September 30, 2002, compared with $213.4 million for the nine months ended September 30, 2001.  Excluding performance fees, advisory fees on separate accounts
increased $32.8 million, or 20%, to $195.6 million for the nine months ended September 30, 2002 compared with $162.8 million for the nine months ended September 30, 2001.  The increase reflected a $24.3 billion, or 17%, increase in separate
account assets under management particularly in fixed income separate accounts, which increased $27.5 billion, and was partially offset by a decrease in low fee liquidity and liquidity-securities lending separate accounts of $3.9
billion.  Performance fees of $39.8 million for the nine months ended September 30, 2002 decreased $10.8 million, or 21%, compared with $50.6 million for the nine months ended September 30, 2001.  As discussed in BlackRocks Form 10-Q
filing for the second quarter of 2002, fund investment losses have resulted in a high water mark for the Companys fixed income hedge fund which resulted in a decrease in earned incentive fees of $13.7 million, or 31%, to $30.4 million for the
nine months ended September 30, 2002 compared with $44.1 for the nine months ended September 30, 2002.  BlackRock cannot generate additional performance fees on the fund until such time as positive investment performance exceeds the high water
mark.  The funds recent investment losses will substantially reduce the likelihood of earning additional performance fees for the remainder of 2002 and 2003.

|                                                  |  | Nine months ended September 30, |         | Variance |  
|------------------------------------------------- |  | ------------------------------- | ------- | -------- | -
|                                                  |  |                                 |         |          |  
|Dollar amounts in thousands                       |  | 2002                            |         | 2001     |  
|                                                  |  |                                 |         |          |  
|                                                  |  | (unaudited)                     |         |          |  
|Mutual funds revenue                              |  |                                 |         |          |  
|BlackRock Funds                                   |  | $                               | 66,786  |          | $
|BPIF                                              |  |                                 | 64,439  |          |  
|Closed End Funds                                  |  |                                 | 30,149  |          |  
|STIF                                              |  |                                 | 630     |          |  
|                                                  |  |                                 |         |          |  
|Total mutual funds revenue                        |  |                                 | 162,004 |          |  
|                                                  |  |                                 |         |          |  
|Separate accounts revenue                         |  |                                 |         |          |  
|Separate account base fees                        |  |                                 | 195,603 |          |  
|Separate account performance fees                 |  |                                 | 39,817  |          |  
|                                                  |  |                                 |         |          |  
|Total separate accounts revenue                   |  |                                 | 235,420 |          |  
|                                                  |  |                                 |         |          |  
|Total investment advisory and administration fees |  |                                 | 397,424 |          |  
|Other income                                      |  |                                 | 42,516  |          |  
|                                                  |  |                                 |         |          |  
|Total revenue                                     |  | $                               | 439,940 |          | $
|                                                  |  |                                 |         |          |  

- 25 -



---

##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

Expense

Total expense increased $3.2 million, or 1%, to $279.8 million for the nine months ended September 30, 2002, compared with $276.6 million for the nine months ended September 30, 2001.  The change
primarily reflects increases in employee compensation and benefits and general and administration expenses, partially offset by decreases in fund administration and servicing costs-affiliates and amortization of intangible assets.

|                                                   |               | Nine months ended September 30, |         | Variance |  
|-------------------------------------------------- | ------------- | ------------------------------- | ------- | -------- | -
|                                                   |               |                                 |         |          |  
|Dollar amounts in thousands                        |               | 2002                            |         | 2001     |  
|                                                   |               |                                 |         |          |  
|                                                   |               | (unaudited)                     |         |          |  
|Employee compensation and benefits                 |               | $                               | 178,372 |          | $
|Fund administration and servicing costs-affiliates |               |                                 | 32,925  |          |  
|General and administration                         |               |                                 | 67,904  |          |  
|Amortization of intangible assets                  |               |                                 | 603     |          |  
|                                                   |               |                                 |         |          |  
|                                                   | Total expense |                                 | $       | 279,804  |  
|                                                   |               |                                 |         |          |  
|                                                   |               |                                 |         |          |  

Employee compensation and benefits increased $13.5 million primarily due to increased incentive compensation of $12.5 million reflecting accruals based on the growth of
operating income and $8.0 million in salary and benefits offset by decreases of $5.5 million related to direct incentives on alternative product performance fees and $1.6 million attributable to investment losses with respect to senior employee
elections under BlackRocks Voluntary and Involuntary Deferred Compensation Plans.  Salary and benefit cost increases were the result of an increase in full-time employees to support business growth.  For the nine months ended
September 30, 2002, fund administration and servicing costs-affiliates declined $14.5 million, or 31%, due to lower levels of PNC client assets invested in the BlackRock Funds and the effect of a revised investment services agreement with PNC
which became effective on July 1, 2002.  PNC client related revenue subject to fund administration and servicing payments declined $19.5 million for the nine month period ended September 30, 2002 compared with the prior year.  General and
administration expense increased $11.5 million, or 20%, to $67.9 million for the nine months ended September 30, 2002, compared with $56.4 million for the nine months ended September 30, 2001, largely due to higher marketing and promotional expenses
and increased occupancy and technology costs.  Amortization of intangible assets decreased due to the adoption of SFAS No. 142, Goodwill and Other Intangible Assets effective on January 1, 2002, which changed the accounting for
goodwill from an amortization method to an impairment-only approach.

- 26 -



---

##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

|                                    |                                          | Nine months ended September 30, |        | Variance |  
|----------------------------------- | ---------------------------------------- | ------------------------------- | ------ | -------- | -
|                                    |                                          |                                 |        |          |  
|Dollar amounts in thousands         |                                          | 2002                            |        | 2001     |  
|                                    |                                          |                                 |        |          |  
|                                    |                                          | (unaudited)                     |        |          |  
|General and administration expense: |                                          |                                 |        |          |  
|Marketing and promotional           |                                          | $                               | 19,219 |          | $
|Occupancy                           |                                          |                                 | 14,645 |          |  
|Technology                          |                                          |                                 | 12,796 |          |  
|Other general and administration    |                                          |                                 | 21,244 |          |  
|                                    |                                          |                                 |        |          |  
|                                    | Total general and administration expense |                                 | $      | 67,904   |  
|                                    |                                          |                                 |        |          |  
|                                    |                                          |                                 |        |          |  

Marketing and promotional expense increased $3.7 million, or 24%, to $19.2 million for the nine months ended September 30, 2002, compared to $15.5 million for the nine months
ended September 30, 2001, primarily due to increased institutional marketing costs and expenses associated with launching new closed-end funds.  Occupancy expense of $14.6 million for the nine months ended September 30, 2002 increased $5.6
million due to higher depreciation and leasehold amortization costs associated with corporate facility expansion at 40 East 52nd Street, New York, New York, Wilmington, Delaware, San Francisco, California, Boston, Massachusetts and Hong
Kong.  Technology expenses increased approximately $2.6 million, or 26%, to $12.8 million for the nine months ended September 30, 2002 as a result of higher depreciation charges associated with the completion of new data processing facilities
in New York and Delaware, and capitalized investments to support the growth of BlackRock Solutions.

Operating Income and Net Income

Operating income was $160.1 million for the nine months ended September 30, 2002, representing a $33.0 million, or 26%, increase compared with the nine months ended September 30, 2001.  Non-operating income increased $0.1
million to $6.9 million for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001.  The increase was primarily due to an increase of $1.7 million in gains on the sale of securities and increased
earnings on the Companys corporate cash, offset by a $1.6 million decrease associated with investment losses with respect to senior employee elections under BlackRocks Voluntary and Involuntary Deferred Compensation Plans.  Income
tax expense was $67.7 million and $54.9 million, representing effective tax rates of 40.5% and 41.0% for the nine months ended September 30, 2002 and September 30, 2001, respectively.  Net income totaled $99.4 million for the nine months ended
September 30, 2002 compared with $79.1 million for the nine months ended September 30, 2001, representing an increase of $20.3 million, or 26%.

Liquidity and Capital Resources

BlackRock meets its working capital requirements through cash generated by its operating activities.  Cash provided by the Companys operating activities totaled $96.9 million for the nine months
ended September 30, 2002.  Operating activities for the nine months ended September 30, 2002 included net purchases of investments, trading, of approximately $17.4 million, which represented initial investments with respect to senior employee
elections under BlackRocks Voluntary and Involuntary Deferred Compensation Plans.  The increase in receivable from affiliates since December 31, 2001 was primarily due to the establishment of a deferred tax asset on the amounts
transferred under BlackRocks Voluntary and Involuntary Deferred Compensation Plans partially offset by a deferred tax liability related to the Companys adoption of SFAS No. 142, which changed the accounting for goodwill from an
amortization method to an impairment-only approach.

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|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

Net cash flow used in investing
activities was $64.2 million for the nine months ended September 30, 2002.  Capital expenditures for the nine months ended September 30, 2002 for property and equipment was $38.4 million and primarily reflected construction costs for 40 East
52nd Street, New York, New York, and the purchase of equipment to support corporate expansion and the growth of BlackRock Solutions.  Net purchases of investments, available for sale, were $25.8 million for the nine months
ended September 30, 2002, reflected net purchases of $143.3 million in the BlackRock Funds Low Duration Bond Portfolio and $2.6 million in seed investments partially offset by net redemptions of $85.1 million and $35.0 million in the
BlackRock Funds Intermediate Bond Portfolio and the BlackRock Funds Core Plus Total Return Portfolio, respectively.

On November 4, 2002, the Company acquired certain assets and
liabilities of Cyllenius Capital Management LLC (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.  The contingent payments will be made on or about August 31, 2003 and January 30, 2004.

Net cash flow used in financing activities was $6.7 million for the nine months ended
September 30, 2002 and primarily represented treasury stock activity.  During 2002, in connection with the Companys Long-Term Deferred Compensation Plan, BlackRock repurchased approximately 150,000 shares of class A common stock at a fair
market value of $42.33 per share from certain employees to facilitate required employee income tax payments.  On May 2, 2001, BlackRocks Board of Directors authorized BlackRock to repurchase up to 500,000 of its outstanding shares of
class A common stock from time to time as market and business conditions warrant in open market or privately negotiated transactions.  To date, BlackRock has purchased 45,600 shares of its outstanding class A common stock for $1.7 million under
this repurchase program.  In connection with the BlackRock Inc. 2001 Employee Stock Purchase Plan, BlackRock reissued approximately 44,000 shares of class A treasury stock to the participants on January 31, 2002 and issued approximately 36,000
of new shares of class A common stock on July 31, 2002.  During February 2002, the Company also purchased class B common stock from a former BlackRock employee in the amount of $2.1 million.

Total capital at September 30, 2002 was $595.9 million and was comprised entirely of stockholders equity.

Investments, Available for Sale

As stated in BlackRocks significant accounting policies, management continually assesses impairment on investments to determine if it is other than temporary. Based on
an assessment as of the date of this Form 10-Q of certain seed investments in its proprietary mutual funds and changes in the projected future cash flows on the Companys
investments in collateralized bond obligations (CBO), management believes some level of impairment
against these assets will need to be recorded in the fourth quarter of 2002. Preliminary evaluations would indicate that impairment charges could approximate $3.0 to $4.0 million. The charge would be recorded in non-operating income and will be
partially offset by approximately $2.2 million of investment gains from the Companys sale of its position in the BlackRock Funds Low Duration Bond Portfolio following
the Federal Reserve Boards decision on November 6, 2002 to lower interest rates by 0.5%.

Contractual Obligations and
Commercial Commitments

BlackRock leases office space in New York, New York, Edinburgh, Scotland, Hong Kong, Tokyo, Japan, San Francisco, California, and Boston, Massachusetts under agreements
which expire through 2017.  Future minimum commitments under all operating leases are $176.8 million.

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%.  At September 30, 2002, the future commitment under the agreement is $9.5
million.

As of November 13, 2002, BlackRock had an unused revolving line of credit, which will expire in December 2002, with PNC Bank, N.A., a wholly-owned subsidiary of PNC, whereby the Company
may borrow principal amounts up to $175 million at prime rate (4.75% at September 30, 2002).

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

The Company enters into various contractual commitments with BlackRock sponsored funds in order to provide seed investments in new products.  Approximately $6.8 million of these commitments remained unfunded at September
30, 2002.

Summary of Commitments:

|(Dollar amounts in thousands)      |                   | Total |         | 2002    |   | 2003  |       | 2004 |        | 2005   |   | 2006   |        | Thereafter |       
|---------------------------------- | ----------------- | ----- | ------- | ------- | - | ----- | ----- | ---- | ------ | ------ | - | ------ | ------ | ---------- | ------
|                                   |                   |       |         |         |   |       |       |      |        |        |   |        |        |            |       
|Lease Commitments                  |                   | $     | 175,549 |         | $ | 2,860 |       | $    | 11,496 |        | $ | 11,371 |        | $          | 10,833
|Acquired Management Contract       |                   |       | 9,500   |         |   |      |       |      | 1,500  |        |   | 1,500  |        |            | 1,500 
|Investment Commitments             |                   |       | 6,800   |         |   | 6,800 |       |      |       |        |   |       |        |            |      
|Line of Credit with PNC Bank, N.A. |                   |       |        |         |   |      |       |      |       |        |   |       |        |            |      
|                                   |                   |       |         |         |   |       |       |      |        |        |   |        |        |            |       
|                                   | Total Commitments |       | $       | 191,849 |   | $     | 9,660 |      | $      | 12,996 |   | $      | 12,871 |            | $     
|                                   |                   |       |         |         |   |       |       |      |        |        |   |        |        |            |       
|                                   |                   |       |         |         |   |       |       |      |        |        |   |        |        |            |       

BlackRock, Inc. Long-Term Retention and Incentive Plan

On October 10, 2002, the Company finalized the BlackRock,
Inc. Long-Term Retention and Incentive Program (the Plan).  The Plan permits BlackRock to grant up to 3.5 million stock options at market, subject to vesting at December 31, 2006, and up to $240 million in deferred compensation
awards (the Compensation Awards), with payment subject to the achievement of certain performance hurdles no later than March 2007.  Initially, the Company expects to award 3.36 million stock options and $130 million in Compensation
Awards to more than 100 senior professionals.  The remainder of the Plan will be reserved for grants over the next two years to professionals who exhibit leadership qualities and demonstrate the potential to make significant contributions to
the Company over time, including additional awards to professionals already participating in the Plan.  If the performance hurdles are achieved, up to $200 million of the Compensation Awards will be funded with up to 4 million shares of
BlackRock common stock to be surrendered by PNC and distributed to Plan participants, less withholding.  In addition, distributed shares to Plan participants will include an option to put such distributed shares back to BlackRock at fair market
value.  BlackRock will fund the remainder of the Compensation Awards with up to $40 million in cash.

The Awards will vest at the end of any three-month period beginning in 2005 or 2006 during
which the daily average closing price of BlackRock common stock is at least $65 per share.  If that performance hurdle is not achieved, the Companys Compensation Committee of its Board of Directors may, in its sole discretion, vest a
portion of the Compensation Awards if the Company realizes compound annual growth in diluted earnings per share of at least 10% from January 1, 2002 to December 31, 2006 and the Companys publicly-traded stock performs in the top half of the
Companys peer group during that time.

There will be no expense recognition associated with the Compensation Awards unless vesting occurs or a partial vesting determination by the Compensation
Committee is considered probable and estimable.  Once this determination is made, BlackRock will record compensation expense for the pro rata portion of the Compensation Awards earned to date.  Compensation expense for the remaining
Compensation Awards will be recognized ratably through March 31, 2007.  In addition, at the time that the BlackRock common stock portion of the Compensation Awards are distributed, BlackRock will record an increase in stockholders equity
equal to the fair market value of the BlackRock common stock distributed to employees from shares surrendered by PNC.  There will be no change in fully diluted shares upon vesting of the Compensation Awards because shares surrendered by PNC to
fund the Compensation Awards are already issued and outstanding.

The terms of the Plan are subject to regulatory approval and to approval by BlackRock stockholders at the next annual meeting in May
2003.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

BlackRock, Inc. Amended Initial Public Offering Agreement

On October 10, 2002, BlackRock entered into an amendment to the Initial Public Offering Agreement with
PNC.

The amendment provides that, subject to certain notice requirements and evaluation and cure periods, PNC must deposit its shares of voting stock and common stock of BlackRock into a voting
trust and refrain from soliciting proxies from holders of outstanding BlackRock capital securities if, within twelve months following a change of control of PNC or a change of control of BlackRock, a majority of BlackRocks independent
directors determine that such change of control has a material adverse effect on BlackRock and that adverse effect is not cured within a further three month period.  Following the deposit of PNCs shares into a voting trust as described
above, PNC must, subject to the terms and conditions of the IPO Agreement, take one of the three following courses of action (i) within two years, dispose of its ownership interest in BlackRock voting stock, such that neither PNC nor its affiliates
is the beneficial owner of more than 4.9% of any class of voting stock of BlackRock (and any shares of class B common stock deposited by PNC into the voting trust will be converted to class A common stock upon the election of this option (i)); (ii)
proceed as expeditiously as is commercially reasonable to purchase all the outstanding BlackRock capital securities not held by PNC or its affiliates at the applicable Change of Control Price (which is defined in the Amendment); or (iii) proceed as
expeditiously as is commercially reasonable to sell its ownership interest in BlackRock capital securities, such that neither PNC nor its affiliates is the beneficial owner of more than 4.9% of any class of voting stock of BlackRock, to a third
party in a transaction in which such third party offers to purchase all the outstanding shares not held by PNC or its affiliates at a price per share not less than the price per share offered to PNC. If PNC takes action under (ii) or (iii) above,
all awards under the Plan will vest and be immediately payable and the stock options granted under the Companys 1999 Stock Award and Incentive Plan will vest and be exercisable.

A
change of control of PNC will be deemed to occur when the board of directors of PNC determines that a change of control has occurred.  However, at a minimum, a change of control will be deemed to occur if: (i) any person, excluding
employee benefit plans, is the beneficial owner of securities of PNC representing between 20% to 40% of the combined voting power of PNCs then outstanding securities, unless otherwise approved by the board of directors of PNC; (ii) PNC
consummates a merger, consolidation, share exchange, division or other reorganization or transaction with any other corporation, other than a merger, consolidation, share exchange, division or other reorganization or transaction that results in the
voting securities of PNC outstanding immediately prior thereto continuing to represent at least 60% of the combined voting power immediately after such transaction of (x) PNCs outstanding securities, (y) the surviving entitys outstanding
securities, or (z) in the case of a division, the outstanding securities of each entity resulting from the division; (iii) the shareholders of PNC approve a plan of complete liquidation or winding-up of PNC or an agreement for the sale or
disposition of all or substantially all of PNCs assets; (iv) as a result of a proxy contest, members of the board of directors of PNC prior to the contest cease to constitute at least a majority of the board of directors of PNC; or (v) for any
reason, members of the board of directors of PNC at the outset of any period of 24 consecutive months cease at any point during that period to constitute at least a majority of the board of directors of PNC.

A change of control of BlackRock will be deemed to occur if: (i) due to a transfer of BlackRock voting stock, a person other than PNC or its affiliates holds a majority of the voting power of BlackRocks
voting stock; (ii) whether by actual or threatened proxy contest or any merger, reorganization, consolidation or similar transaction, persons who are directors of BlackRock immediately prior to such proxy contest or the execution of the agreement
pursuant to which such transaction is consummated (other than a director whose initial assumption of office was in connection with a prior actual or threatened proxy contest) cease to constitute a majority of the board of directors of BlackRock or
any successor entity immediately following such proxy contest or the consummation of such transaction.  Notwithstanding the forgoing, a transaction or series of transactions that is approved by a majority of BlackRocks independent
directors and pursuant to which all public stockholders and employees of BlackRock are given an opportunity to participate on substantially the same terms as PNC will not be deemed to constitute a change of control of BlackRock.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

BlackRock, Inc. Amended and Restated Stockholders Agreement

On October 10, 2002, BlackRock entered into an amendment to the Amended and Restated Stockholders Agreement
with PNC.

The amendment provides that nothing contained in the Amended and Restated Stockholders Agreement will be deemed to prohibit PNC or its affiliates from effecting a distribution (including,
but not limited to, a spin-off or a split-off) of its BlackRock common stock to the public shareholders of PNC.  The amendment also provides that the Amended and Restated Stockholders Agreement will remain in effect in the event PNC ceases to
own shares of class B common stock as a result of such shares converting to shares of class A common stock in accordance with the terms of the Initial Public Offering Agreement, as amended.  A change of control of PNC and a
change of control of BlackRock will have the same meanings assigned to such terms in the Initial Public Offering Agreement, as amended.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Critical Accounting Policies

Significant intercompany accounts and transactions between the consolidated entities have been eliminated.  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.  The Company follows
the same accounting policies in the preparation of interim reports as set forth in the Annual Report on Form 10-K for the year ended December 31, 2001.  Management considers the following accounting policies critical to an informed review of
BlackRocks consolidated financial statements.

| | 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 are recorded at fair market value with unrealized gains and losses included in the consolidated statements of income as
non-operating income or loss.  Investments, available for sale, consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios (alternative investment products) and are stated at
quoted 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 loss component of stockholders equity, net of tax.  Realized gains and losses on investments and interest and dividend income are included in
investment income (expense) in the Companys consolidated statements of income.  The Companys management periodically assesses impairment on investments to determine if they are other than temporary.  Impairments on investments
other than temporary in nature are recorded in earnings.                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Intangible assets are comprised of goodwill and management contract acquired.  Prior to July 20, 2001, goodwill was amortized on a straight-line basis over 25 years.  On
July 20, 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which changed the accounting for goodwill from an amortization method to an impairment-only approach.  The amortization of goodwill, including
goodwill recognized relating to past business combinations, ceased upon adoption of the new standard.  Impairment testing for goodwill at a reporting unit level is required on at least an annual basis.  The new standard also addresses
other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets.  The Company adopted SFAS No. 142 effective January 1, 2002, as required. As a result of adopting
SFAS No. 142, the Companys diluted earnings per share has increased by approximately $.06 per share during the nine months ended September 30, 2002.  Assuming no impairment adjustments are necessary, no future business combinations, and
no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately $.02 per share during the remainder of 2002 as a result of the cessation of goodwill amortization.  Management contract acquired is
amortized in proportion to, and over the period of, contract revenue, which is ten years.  The Company continually evaluates the carrying value of intangible assets.  Any impairment would be recognized when the future operating cash flows
expected to be derived from such intangible assets are less than their carrying value.  In such instances, impairment, if any, is measured on a discounted future cash flow basis.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Critical Accounting Policies (continued)

| | Software Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company has adopted Statement of Position (SOP) 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.  SOP
98-1 requires the capitalization of certain costs incurred in connection with developing or obtaining software for internal use.  Qualifying software costs are being amortized over an estimated useful life of three years.                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company follows SFAS No. 123, Accounting for Stock-Based Compensation, and has adopted the intrinsic value method for all arrangements under which employees receive
shares of stock or other equity instruments of the employer or the employer incurs liabilities to employees in amounts based on the price of its stock.  Fair value disclosures are included in the notes to the consolidated financial statements
as stated in the Companys Annual Report on Form 10-K for the year ended December 31, 2001.                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Pursuant to SFAS No. 123, the Company has elected to account for its 1999 Stock Award and Incentive Plan and shares issued under the BlackRock 2001 Employee Stock Purchase Plan and
will elect to account for any stock options issued under the Long-Term Retention and Incentive Plan under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and adopt the disclosure only provisions of
SFAS No. 123.                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Investment advisory and administration fees are recognized as the services are performed.  Such fees are primarily based on predetermined percentages of the market values of
the assets under management.  Investment advisory and administration fees for mutual funds are shown net of fees waived pursuant to expense limitations.                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company also receives performance fees or an incentive allocation from alternative investment products and certain separate accounts.  These performance fees are earned
upon attaining contractual investment return thresholds or as a fixed percentage of actual returns over stipulated performance periods.  Such fees are recorded as earned.  Should the alternative investment products and separate accounts
subject to performance fees not continue to meet specified investment return thresholds, performance fees and related employee compensation expense previously recorded may be subject to reversal.  At September 30, 2002, no performance fees
recorded by the Company are subject to reversal.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | BlackRock provides a variety of risk management and investment system services to insurance companies, finance companies, pension funds, REITs, commercial and mortgage banks,
savings institutions and government agencies.  These services are provided under the brand name BlackRock Solutions and include a wide array of risk management services and enterprise investment system outsourcing to clients.  The
fees earned on risk management advisory assignments are recorded as other income.                                                                                                                                                                                                                   

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Critical Accounting Policies (continued)

| | Accounting for Off-Balance Sheet Activities                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                 
| | BlackRock has equity interests in CBOs, which are reflected in investments in the Companys consolidated statements of financial condition.  These investments are
periodically assessed to determine whether the underlying assets and liabilities should be consolidated.  See Off-Balance Sheet Activities.

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 including amounts associated with clients of PNC affiliated entities are as follows:

|                                             |        | Three months ended September 30, |        | Nine months ended September 30, |  
|-------------------------------------------- | ------ | -------------------------------- | ------ | ------------------------------- | -
|                                             |        |                                  |        |                                 |  
|(Dollar amounts in thousands)                |        | 2002                             |        | 2001                            |  
|                                             |        |                                  |        |                                 |  
|                                             |        | (unaudited)                      |       
|Investment advisory and administration fees: |        |                                  |        |                                 |  
|BlackRock Open-end Funds:                    |        |                                  |        |                                 |  
|                                             | PNC    |                                  | $      | 12,633                          |  
|                                             | Other  |                                  |        | 5,565                           |  
|BlackRock Closed-end Funds - Other           |        |                                  | 10,788 |                                 |  
|BlackRock Provident Institutional Funds      |        |                                  |        |                                 |  
|                                             | PNC    |                                  |        | 3,948                           |  
|                                             | Other* |                                  |        | 18,855                          |  
|STIF - PNC                                   |        |                                  | 220    |                                 |  
|                                             |        |                                  |        |                                 |  
|                                             |        | $                                | 52,009 |                                 | $
|                                             |        |                                  |        |                                 |  

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

The Company provides investment advisory and administration services to certain PNC subsidiaries and affiliates for a fee,
based on assets under management.  In addition, the Company provides risk management and model portfolio services to PNC.

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|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Related Party Transactions (continued)

Revenues for such services are as follows:

|                                             |  | Three months ended September 30, |       | Nine months ended September 30, |  
|-------------------------------------------- |  | -------------------------------- | ----- | ------------------------------- | -
|                                             |  |                                  |       |                                 |  
|(Dollar amounts in thousands)                |  | 2002                             |       | 2001                            |  
|                                             |  |                                  |       |                                 |  
|                                             |  | (unaudited)                      |      
|Investment advisory and administration fees: |  |                                  |       |                                 |  
|Separate accounts                            |  | $                                | 4,679 |                                 | $
|Model Portfolio Services                     |  |                                  | 1,101 |                                 |  
|Other income-risk management                 |  |                                  | 1,250 |                                 |  
|Fixed income trading services                |  |                                  | 282   |                                 |  
|                                             |  |                                  |       |                                 |  
|                                             |  | $                                | 7,312 |                                 | $
|                                             |  |                                  |       |                                 |  

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 the Companys
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 September 30, |        | Nine months ended September 30, |  
|-------------------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | -
|                                                   |  |                                  |        |                                 |  
|(Dollar amounts in thousands)                      |  | 2002                             |        | 2001                            |  
|                                                   |  |                                  |        |                                 |  
|                                                   |  | (unaudited)                      |       
|Fund administration and servicing costs-affiliates |  | $                                | 7,831  |                                 | $
|General and administration                         |  |                                  | 1,965  |                                 |  
|General and administration-consulting              |  |                                  | 300    |                                 |  
|                                                   |  |                                  |        |                                 |  
|                                                   |  | $                                | 10,096 |                                 | $
|                                                   |  |                                  |        |                                 |  

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 $5,658 and $5,427 at September 30, 2002 and December 31, 2001, respectively, which primarily represents investment advisory and administration services provided to Nomura Asset Management Co., Ltd., a
strategic joint venture partner, and PNC subsidiaries and affiliates.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Related Party Transactions (continued)

Receivable from affiliates was approximately $2,729 and $2,569 at September 30, 2002 and December 31, 2001, respectively. 
The amount primarily represents reimbursed expenses due from the BlackRock Funds and affiliates as well as a deferred tax asset on the amounts associated with the Companys Voluntary and Involuntary Deferred Compensation
Plans.

Payable to affiliates was $16,655 and $15,972 at September 30, 2002 and December 31, 2001, respectively.  These amounts primarily represent income taxes payable and fund administration
and servicing costs-affiliates payable.  These amounts do not bear interest.

Off-Balance Sheet Activities

As an investment manager of
alternative and traditional investment products, the Company has investments in and/or may provide investment management, advisory or administrative services to funds and other investment companies organized as limited liability companies
(LLC), corporations or business trusts.

Specifically, BlackRock acts as the collateral manager for four CBO funds organized as corporations or limited liability companies.  At
September 30, 2002, aggregate assets and debt in the CBOs approximated $1.9 billion and $1.8 billion, respectively.  BlackRocks equity ownership was approximately $9.0 million at September 30, 2002.

BlackRock serves as the investment manager for two hedge funds (Obsidian Funds), with one fund structured as an LLC and the other as a corporate entity, that engage in the trading of fixed income securities. 
BlackRock serves as the managing member for the LLC, which had total assets and liabilities of approximately $14.5 billion and $14.1 billion at September 30, 2002, respectively.  BlackRocks equity ownership was approximately $10.6 million
at September 30, 2002.  Approximately $10.5 million of this amount represents an investment with respect to senior employee elections under the Companys Voluntary and Involuntary Deferred Compensation Plans.

On November 4, 2002, BlackRock purchased certain assets and liabilities of Cyllenius Partners GP, LLC and Cyllenius Capital Management LP.  By virtue of this acquisition, the Company now serves as the managing member of
two LLCs  (the Cyllenius Funds) which engage in the trading of equity securities both long and short.  At September 30, 2002, the Cyllenius Funds had total assets and liabilities of approximately $72 million and $15 million,
respectively.  BlackRock does not maintain an equity ownership interest in the Cyllenius Funds.

Under current accounting principles generally accepted in the United States, the Company has
not consolidated the CBOs or the Obsidian Funds and will not consolidate the Cyllenius Funds because non-affiliated parties have sufficient equity ownership and BlackRock has not guaranteed any of their obligations nor is it contractually liable for
any of their obligations.  Accordingly, the statements of financial condition and results of operations of the CBOs, the LLC and the Cyllenius Funds are not included and will not be included in BlackRocks financial statements with the
exception of BlackRocks equity ownership.  The accounting for special purpose entities is currently under review by the Financial Accounting Standards Board and the conditions for consolidation or non-consolidation of such entities could
change.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Interest Rates

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

Inflation

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

Forward Looking Statements

This report and other statements made by BlackRock may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act with respect to BlackRocks fixed income hedge fund investment performance, 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 pipeline, believe, comfortable, expect, 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 or similar expressions.

BlackRock cautions that
forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty 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 reports filed with the Securities and Exchange Commission (the SEC) and reports 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 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, 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.

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##### Table of Contents

|PART I    FINANCIAL INFORMATION (continued)
|--------------------------------------------
|Item 2.                                     

Forward Looking Statements (continued)

BlackRocks Annual Report on Form 10-K for the year ended December 31, 2001 and BlackRocks subsequent reports filed
with the SEC, accessible on the SECs website at <http://www.sec.gov>, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.

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##### 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, trading, represent matching investments made by, and held in a Rabbi Trust for, the Company associated with senior
employee elections under the Companys Voluntary and Involuntary Deferred Compensation Plans.  As of September 30, 2002, the fair market value of these investments was $15.8 million.  BlackRocks investments, available for sale,
consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios.  Occasionally, the Company invests in new mutual funds or advisory accounts (seed investments) sponsored by BlackRock in order to
provide investable cash to the new mutual fund and to establish a performance history.  As of September 30, 2002, the fair market value of seed investments was $18.8 million.  The fair market value of BlackRocks other investments
included in the mutual funds total, as stated below, was $145.9 million as of September 30, 2002 and is comprised of an investment in the BlackRock Funds Low Duration Bond Portfolio.  These investments expose BlackRock to equity price
risk.  BlackRock did not hold any derivative securities to hedge its investments through the period ended September 30, 2002.  The following table summarizes the fair values of the investments and provides a sensitivity analysis of the
estimated fair values of these financial instruments 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 |        
|------------------------------- | ------------------------------------------------- | ----------------- | ------- | ------------------------------------------------------- | - | ------------------------------------------------------- | -------
|                                |                                                   |                   |         |                                                         |   |                                                         |        
|September 30, 2002              |                                                   |                   |         |                                                         |   |                                                         |        
|Trading                         |                                                   | $                 | 15,764  |                                                         | $ | 17,340                                                  |        
|                                |                                                   |                   |         |                                                         |   |                                                         |        
|                                | Total investments, trading                        |                   |         | 15,764                                                  |   |                                                         | 17,340 
|                                |                                                   |                   |         |                                                         |   |                                                         |        
|Mutual funds                    |                                                   |                   | 154,515 |                                                         |   | 169,966                                                 |        
|Collateralized bond obligations |                                                   |                   | 8,986   |                                                         |   | 9,885                                                   |        
|Other                           |                                                   |                   | 1,197   |                                                         |   | 1,317                                                   |        
|                                |                                                   |                   |         |                                                         |   |                                                         |        
|                                | Total investments, available for sale             |                   |         | 164,698                                                 |   |                                                         | 181,168
|                                |                                                   |                   |         |                                                         |   |                                                         |        
|                                | Total investments, trading and available for sale |                   | $       | 180,462                                                 |   | $                                                       | 198,508
|                                |                                                   |                   |         |                                                         |   |                                                         |        

As discussed previously, investments, trading, represent 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.

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##### Table of Contents

PART I  FINANCIAL INFORMATION (continued) Item 4.
Controls and Procedures

| | (a) | Evaluation of Disclosure Controls and Procedures.  The Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the
Companys disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities and Exchange Act of 1934, as amended (the Exchange Act)) as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date).  Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures are effective in alerting them on a
timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys report filed or submitted under the Exchange Act.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | Changes in Internal Controls.  Since the Evaluation Date, there have not been any significant changes in the Companys internal controls or in other factors that could
significantly affect such controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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##### Table of Contents

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

|(a) | Exhibits    |                                                                                                                                                                                                                
|--- | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |             |                                                                                                                                                                                                                
|    | Exhibit No. | Description                                                                                                                                                                                                    
|    |             |                                                                                                                                                                                                                
|    | 3.1 (1)     | Amended and Restated Certificate of Incorporation of the Registrant.                                                                                                                                           
|    | 3.2 (9)     | Amended and Restated Bylaws of the Registrant.                                                                                                                                                                 
|    | 3.3 (9)     | Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.                                                                                                                                          
|    | 3.4 (9)     | 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.                     
|    | 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)    | Form of Employment Agreement. +                                                                                                                                                                                
|    | 10.6 (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.                              
|    | 10.7 (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.                                          
|    | 10.8 (1)    | Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.                                                                          
|    | 10.9 (2)    | BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                                   
|    | 10.10 (2)   | BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                     
|    | 10.11 (3)   | Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and the Registrant.                                                                                                                    
|    | 10.12 (4)   | Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +                                                                                                                                                  
|    | 10.13 (4)   | Amendment No. 1 to the 1999 Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                       
|    | 10.14 (4)   | Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                              
|    | 10.15 (4)   | Amendment No. 2 to the 1999 Stock Award and Incentive Plan. +                                                                                                                                                  
|    | 10.16 (5)   | Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and the Registrant.                                                                                                              
|    | 10.17 (6)   | BlackRock, Inc. 2001 Employee Stock Purchase Plan. +                                                                                                                                                           
|    | 10.18 (7)   | BlackRock, Inc. Voluntary Deferred Compensation Plan. +                                                                                                                                                        
|    | 10.19 (9)   | BlackRock, Inc. Involuntary Deferred Compensation Plan. +                                                                                                                                                      
|    | 10.20 (8)   | Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +                                                                                                                                  
|    | 10.21       | BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +                                                                                                                                                 
|    | 10.22       | Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.                                                                
|    | 10.23       | Employment Agreement, between the Registrant and Laurence Fink, dated October 10, 2002 +                                                                                                                       
|    | 10.24       | 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.                                 
|    | 10.25       | 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.
|    | 10.26       | 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.                  
|    | 99.1        | Certification of Chief Executive Officer and Chief Financial Officer.                                                                                                                                          
|    |             |                                                                                                                                                                                                                

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|    | (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, 2001.                                                  
|    | (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. 333-68668), originally filed with the Securities and Exchange Commission on
August 30, 2001.         
|    | (8)                                                                                                                                                                                                            | 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.         
|    | (9)                                                                                                                                                                                                            | 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.                                                      
|    | +                                                                                                                                                                                                              | Denotes compensatory plan.                                                                                                                                                                              
|    |                                                                                                                                                                                                                |                                                                                                                                                                                                         
|(b) | Reports on Form 8-K                                                                                                                                                                                           
|    |                                                                                                                                                                                                               
|    | The registrant filed a report on Form 8-K on October 11, 2002 to report results of operations for the period ended September 30, 2002 and to announce the terms of the
Long-Term Retention and Incentive Plan.

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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: November 13, 2002 | Paul L. Audet Managing Director & Chief Financial Officer

CEO CERTIFICATION

I, Laurence Fink, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of
BlackRock, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial
statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.  The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:

| | a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                   
| | b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
| |                                                                                                                                                                                                                                                                                                   
| | c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;                                                                                                                        

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5.  The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

| | a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                  
| | b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and                                                                                                                                        

6.  The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|                        | By:                                                 | /s/ LAURENCE D. FINK
|----------------------- | --------------------------------------------------- | --------------------
|                        |                                                    
|Date: November 13, 2002 | Laurence D. Fink Chairman & Chief Executive Officer

CFO
CERTIFICATION

I, Paul Audet, certify that:

1 . I have reviewed this quarterly report on Form 10-Q of BlackRock, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

| | a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents

| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and
| |                                                                                                                                                                                                 
| | c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;                      

5.  The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent function):

| | a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                  
| | b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and                                                                                                                                        

6.  The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|                        | By:                                                       | /s/ PAUL L. AUDET
|----------------------- | --------------------------------------------------------- | -----------------
|                        |                                                          
|Date: November 13, 2002 | Paul L. Audet Managing Director & Chief Financial Officer

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EXHIBIT INDEX

| | Exhibit No. | Description                                                                                                                                                                                                    
| | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |                                                                                                                                                                                                                
| | 3.1 (1)     | Amended and Restated Certificate of Incorporation of the Registrant.                                                                                                                                           
| | 3.2 (9)     | Amended and Restated Bylaws of the Registrant.                                                                                                                                                                 
| | 3.3 (9)     | Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.                                                                                                                                          
| | 3.4 (9)     | 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.                     
| | 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)    | Form of Employment Agreement. +                                                                                                                                                                                
| | 10.6 (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.                              
| | 10.7 (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.                                          
| | 10.8 (1)    | Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.                                                                          
| | 10.9 (2)    | BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                                   
| | 10.10 (2)   | BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                     
| | 10.11 (3)   | Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and the Registrant.                                                                                                                    
| | 10.12 (4)   | Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +                                                                                                                                                  
| | 10.13 (4)   | Amendment No. 1 to the 1999 Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                                                       
| | 10.14 (4)   | Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +                                                                                              
| | 10.15 (4)   | Amendment No. 2 to the 1999 Stock Award and Incentive Plan. +                                                                                                                                                  
| | 10.16 (5)   | Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and the Registrant.                                                                                                              
| | 10.17 (6)   | BlackRock, Inc. 2001 Employee Stock Purchase Plan. +                                                                                                                                                           
| | 10.18 (7)   | BlackRock, Inc. Voluntary Deferred Compensation Plan. +                                                                                                                                                        
| | 10.19 (9)   | BlackRock, Inc. Involuntary Deferred Compensation Plan. +                                                                                                                                                      
| | 10.20 (8)   | Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +                                                                                                                                  
| | 10.21       | BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +                                                                                                                                                 
| | 10.22       | Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.                                                                
| | 10.23       | Employment Agreement, between the Registrant and Laurence Fink, dated October 10, 2002 +                                                                                                                       
| | 10.24       | 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.                                 
| | 10.25       | 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.
| | 10.26       | 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.                  
| | 99.1        | Certification of Chief Executive Officer and Chief Financial Officer.                                                                                                                                          
| |             |                                                                                                                                                                                                                

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##### Table of Contents

| | (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, 2001.                                                  
| | (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. 333-68668), originally filed with the Securities and Exchange Commission on
August 30, 2001.         
| | (8) | 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.         
| | (9) | 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.                                                      
| | +   | Denotes compensatory plan.                                                                                                                                                                              

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