Exhibit 4.4

  BLACKROCK^®   INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE   THIS CERTIFICATE IS TRANSFERABLE IN RIDGEFIELD PARK, NEW JERSEY AND NEW YORK, NEW YORK         COMMON STOCK
        $0.01 PAR VALUE
        PER SHARE   SHARES

BLACKROCK, INC. CUSIP 09247X 10 1
SEE REVERSE FOR
CERTAIN DEFINITIONS

THIS CERTIFIES THAT
	SPECIMEN
IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF

BLACKROCK, INC.

transferable in person or by duly authorized attorney on the books of the Corporation upon surrender of this certificate properly endorsed.

This certificate and the shares represented hereby are issued and shall be held subject to the laws of the State of Delaware and the provisions of the Certificate of Incorporation and the By-laws of the Corporation, as amended from time to time, to which the holder by acceptance hereof assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF the Corporation has caused this certificate to be signed by the facsimile signatures of its duly authorized officers and a facsimile of its corporate seal hereunto affixed.

Countersigned and Registered: MELLON INVESTOR SERVICES LLC     (RIDGEFIELD PARK, N.J.)
	Transfer Agent and Registrar
By
	Authorized Signature

Dated:
		CHAIRMAN AND CHIEF EXECUTIVE OFFICER
	SECRETARY	PRESIDENT

BLACKROCK, INC.

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM TEN ENT JT TEN	–  as tenants in common –  as tenants by the entireties –  as joint tenants with right of survivorship and not as tenants in common	UNIF GIFT MIN ACT –	Custodian                          (Cust)                             (Minor) under Uniform Gifts to Minors Act                                                                           (State)
		UNIF TRAN MIN ACT –	Custodian                          (Cust)                             (Minor) under Uniform Transfers to Minors Act                                                                           (State)

Additional abbreviations may also be used though not in the above list.

For value received,                                               hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

                                                                                                                                                                                                         Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                          Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated,

X
	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
	SIGNATURE(S) GUARANTEED:

KEEP THIS CERTIFICATE IN A SAFE PLACE, IF LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.