EXHIBIT 10.1

                                AMENDMENT NO. 1
                             TO THE BLACKROCK, INC.
                      1999 STOCK AWARD AND INCENTIVE PLAN
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                           (Effective July 21, 2000)

          This Amendment No. 1 is made to the BlackRock, Inc. 1999 Stock Award
and Incentive Plan (the "Plan"). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Plan.

     In accordance with Section 7(d) of the Plan, BlackRock, Inc.'s Board of
Directors at a meeting held on July 21, 2000 unanimously approved the following
amendments to the Plan:

          1.  Section 6(b)(i)(B) of the Plan is hereby amended in its entirety
to read as follows:

          "(B)  Exercise Price.  The exercise price per share of Stock
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purchasable under an Option shall be determined by the Committee; provided that,
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such exercise price of an ISO shall be not less than the Fair Market Value of a
share of Stock on the date of grant of such ISO.  The exercise price for Stock
subject to an Option may be paid in cash or by an exchange of Stock previously
owned by the Grantee (provided, that such Stock shall have been owned without
any restrictions by the Grantee for at least six months prior to the date of
exercise of the Option), or a combination of both, in an amount having a
combined value equal to such exercise price.  An Award Agreement may provide
that a Grantee may elect to pay all or a portion of the aggregate exercise price
by having shares of Stock with a Fair Market Value on the date of exercise equal
to the aggregate exercise price or sold by a broker-dealer."

          2.  Section 7(c) of the Plan is hereby amended in its entirety to read
as follows:

          "(c)  Withholding and Other Taxes.  The Company or any applicable
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Affiliate is authorized to withhold from any Award granted, any payment relating
to an Award under the Plan (including from a distribution of Stock) or any other
payment to a Grantee, amounts of withholding and other taxes due in connection
with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Grantees to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to any Award.  This authority shall include authority to withhold or
receive Stock or


other property and to make cash payments in respect thereof in satisfaction of a
Grantee's tax obligations. If Stock is withheld to satisfy withholding and other
taxes due in connection with an exercise of an Option, the Company shall not
withhold more Stock than is necessary to satisfy the minimum withholding
obligation in respect of such exercise."

     3.  Except as amended herein, the Plan shall remain in full force and
effect.

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