UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 4, 2005
                                (August 4, 2005)

                                 BLACKROCK, INC.
               (Exact name of registrant as specified in Charter)

          DELAWARE                  001-15305              51-0380803
          (State or other           (Commission            (IRS Employer
          jurisdiction of           File Number)           Identification No.)
          incorporation)

40 East 52nd Street, New York, New York               10022
(Address of principal executive officers)             (Zip Code)

       Registrant's telephone number, including area code: (212) 810-5300

            (Former name or address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation to the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange
     Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>



Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

On August 4, 2005, the Board of Directors of BlackRock, Inc. (the "Company")
elected Kenneth B. Dunn as a new director. The Board of Directors has also
appointed Mr. Dunn to serve as a member of the Company's Audit Committee. Mr.
Dunn is currently Dean and Professor of Financial Economics at the David A.
Tepper School of Business at Carnegie Mellon University. Mr. Dunn received B.S.
and M.B.A. degrees from The Ohio State University and a Ph.D. from Purdue
University.

In connection with Mr. Dunn's appointment to the Audit Committee, the Board of
Directors has determined that Mr. Dunn is an independent director under the
applicable rules of the New York Stock Exchange ("NYSE") Corporate Governance
Listing Standards and under Rule 10A-3 of the Securities Exchange Act of 1934.
In addition, the Board of Directors has determined that Mr. Dunn meets the
criteria to be considered an audit committee financial expert, as defined in
Item 401(h)(2) of Regulation S-K.


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

On August 4, 2005, the Board of Directors of the Company approved by a unanimous
vote amendments to the Amended and Restated Bylaws ("Bylaws") of the Company
(the "Amendments") to (a) amend the first sentence of Section 3.16(e) of the
Bylaws by deleting such sentence in its entirety and replacing it with the
following: "The standing committees which, subject to Section 3.16(a), shall be
appointed from time to time by the Board of Directors shall be: the Executive
Committee, the Audit Committee, the Nominating and Governance Committee and the
Compensation Committee."; (b) amend Section 3.16(e)(iii) by replacing the term
"Nominating Committee" with the term "Nominating and Governance Committee" in
the title of the subsection and in the first and second sentence of the
subsection, and adding the following third sentence: "The Nominating and
Governance Committee will also recommend to the Board of Directors the Corporate
Governance Guidelines applicable to the Corporation, lead the Board of Directors
in its annual review of the performance of the Board of Directors and management
and recommend to the Board of Directors director nominees for each committee.";
(c) amend Section 3.16(e)(v) by deleting such subsection in its entirety; and
(d) amend Section 4.5(a) by replacing the term "Nominating Committee" with the
term "Nominating and Governance Committee" in the third sentence of the
subsection. These amendments to the Bylaws remove references to the Investment
Committee in the list of standing committees of the Board of the Directors,
delete the section providing for the composition, powers and responsibilities of
the Investment Committee and change references in the Bylaws to the "Nominating
Committee" to the "Nominating and Governance Committee". The amendments are
effective as of August 4, 2005. The text of the amendments is filed with this
Current Report as Exhibit 3.1 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

3.1  Amendment No. 3 to the Amended and Restated Bylaws of BlackRock, Inc.


<PAGE>



                                   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 hereunto duly authorized.


                                       BlackRock, Inc.
                                       (Registrant)


Date: August 4, 2005
                                       By: /s/ Robert P. Connolly
                                       -----------------------------------------
                                       Robert P. Connolly
                                       Managing Director, General Counsel
                                       and Secretary
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 4, 2005
                                (August 4, 2005)

                                 BLACKROCK, INC.
               (Exact name of registrant as specified in Charter)

          DELAWARE                  001-15305              51-0380803
          (State or other           (Commission            (IRS Employer
          jurisdiction of           File Number)           Identification No.)
          incorporation)

40 East 52nd Street, New York, New York               10022
(Address of principal executive officers)             (Zip Code)

       Registrant's telephone number, including area code: (212) 810-5300

            (Former name or address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation to the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange
     Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

On August 4, 2005, the Board of Directors of BlackRock, Inc. (the "Company")
elected Kenneth B. Dunn as a new director. The Board of Directors has also
appointed Mr. Dunn to serve as a member of the Company's Audit Committee. Mr.
Dunn is currently Dean and Professor of Financial Economics at the David A.
Tepper School of Business at Carnegie Mellon University. Mr. Dunn received B.S.
and M.B.A. degrees from The Ohio State University and a Ph.D. from Purdue
University.

In connection with Mr. Dunn's appointment to the Audit Committee, the Board of
Directors has determined that Mr. Dunn is an independent director under the
applicable rules of the New York Stock Exchange ("NYSE") Corporate Governance
Listing Standards and under Rule 10A-3 of the Securities Exchange Act of 1934.
In addition, the Board of Directors has determined that Mr. Dunn meets the
criteria to be considered an audit committee financial expert, as defined in
Item 401(h)(2) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

On August 4, 2005, the Board of Directors of the Company approved by a unanimous
vote amendments to the Amended and Restated Bylaws ("Bylaws") of the Company
(the "Amendments") to (a) amend the first sentence of Section 3.16(e) of the
Bylaws by deleting such sentence in its entirety and replacing it with the
following: "The standing committees which, subject to Section 3.16(a), shall be
appointed from time to time by the Board of Directors shall be: the Executive
Committee, the Audit Committee, the Nominating and Governance Committee and the
Compensation Committee."; (b) amend Section 3.16(e)(iii) by replacing the term
"Nominating Committee" with the term "Nominating and Governance Committee" in
the title of the subsection and in the first and second sentence of the
subsection, and adding the following third sentence: "The Nominating and
Governance Committee will also recommend to the Board of Directors the Corporate
Governance Guidelines applicable to the Corporation, lead the Board of Directors
in its annual review of the performance of the Board of Directors and management
and recommend to the Board of Directors director nominees for each committee.";
(c) amend Section 3.16(e)(v) by deleting such subsection in its entirety; and
(d) amend Section 4.5(a) by replacing the term "Nominating Committee" with the
term "Nominating and Governance Committee" in the third sentence of the
subsection. These amendments to the Bylaws remove references to the Investment
Committee in the list of standing committees of the Board of the Directors,
delete the section providing for the composition, powers and responsibilities of
the Investment Committee and change references in the Bylaws to the "Nominating
Committee" to the "Nominating and Governance Committee". The amendments are
effective as of August 4, 2005. The text of the amendments is filed with this
Current Report as Exhibit 3.1 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

3.1  Amendment No. 3 to the Amended and Restated Bylaws of BlackRock, Inc.
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 hereunto duly authorized.

                                       BlackRock, Inc.
                                       (Registrant)

Date: August 4, 2005
                                       By: /s/ Robert P. Connolly
                                       -----------------------------------------
                                       Robert P. Connolly
                                       Managing Director, General Counsel
                                       and Secretary