SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHLOSSTEIN RALPH

(Last)

(First)

(Middle)

C/O BLACKROCK FINANCIAL MANAGEMENT, INC.

40 EAST 52ND STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKROCK INC /NY [ BLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Shares of Class A Common Stock (par value $0.01 per share)⁽¹⁾	04/21/2004		C		2,000	A	⁽²⁾	332,644	D
Shares of Class A Common Stock (par value $0.01 per share)⁽¹⁾	04/21/2004		G		2,000	D	⁽²⁾	330,644	D
Shares of Class A Common Stock (par value $0.01 per share)	04/21/2004		S		6,000	D	$61.25	324,644	D
Shares of Class A Common Stock (par value $0.01 per share)	04/21/2004		S		5,000	D	$61.45	319,644	D
Shares of Class A Common Stock (par value $0.01 per share)	04/21/2004		S		1,000	D	$61.6	318,644	D
Shares of Class A Common Stock (par value $0.01 per share)	04/21/2004		S		500	D	$61.5	318,786⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock (par value $0.01 per share)	⁽²⁾	04/21/2004		C			2,000	12/31/2002	⁽⁴⁾	Class A Common Stock	2,000	⁽²⁾	696,898.83	D⁽⁵⁾

Explanation of Responses:

1. The reporting person converted 2,000 shares of Class B Common Stock (See Table I) into 2,000 shares of Class A Common Stock on 4/21/04. Immediately upon conversion, on 4/21/04, the reporting person made a bona fide gift of the 2,000 converted Class A Common Stock to a charitable foundation.

2. One share of Class B Common Stock is convertible into one share of Class A Common Stock.

3. Includes 422 shares of Class A Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan (the "ESPP") on January 31, 2004. Also includes 1,027 shares of Class A Common Stock acquired by the reporting person through March 31, 2004 under the PNC Financial Services Group, Inc. Incentive Savings Plan (the "ISP"). The information on this report with respect to the ISP is based on a plan statement dated as of March 31, 2004.

4. The shares of Class B Common Stock can be converted at any time into shares of Class A Common Stock.

5. The reporting person has direct ownership of 421,898.83 shares of Class B Common Stock and indirect ownership of 275,000 shares of Class B Common Stock through the Ralph L. Schlosstein 1998 Long-Term Trust U/A/D 2/2/98.

Remarks:

	Salvatore Rappa	04/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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