UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 0-25000

BLACKROCK PRINCIPAL PROTECTION L.P.

(Exact name of registrant as specified in its charter)

c/o BlackRock Investment Management, LLC
Princeton Corporate Campus
800 Scudders Mill Road-Section 1B
Plainsboro, New Jersey 08536
Telephone: (609) 282-6996
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Limited Partnership Units
(Title of each class of securities covered by this Form)

N/A
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)	x	Rule 12h-3(b)(1)(i)	x
Rule 12g-4(a)(1)(ii)	o	Rule 12h-3(b)(1)(ii)	o
Rule 12g-4(a)(2)(i)	o	Rule 12h-3(b)(2)(i)	o
Rule 12g-4(a)(2)(ii)	o	Rule 12h-3(b)(2)(ii)	o
		Rule 15d-6	o

Approximate number of holders of record as of the certification or notice date: 0

Pursuant to the requirements of the Securities Exchange Act of 1934, BlackRock Principal Protection L.P. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: February 13, 2007	By:	/s/ Michael Pungello
		Michael Pungello
		Chief Financial Officer