Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  WAGNER SUSAN
2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2005
3. Issuer Name and Ticker or Trading Symbol
BLACKROCK INC /NY [BLK]
(Last)
(First)
(Middle)
C/O BLACKROCK, INC., 40 EAST 52ND STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Shares of Class A Common Stock (par value $0.01 per share) 12,577 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (par value $0.01 per share) 12/31/2002   (2) Class A Common Stock 447,832.8 $ (3) D  
Employee Stock Option (right to buy)   (4) 10/01/2009 Class A Common Stock 12,500 $ 14 D  
Employee Stock Option (right to buy)   (5) 12/15/2010 Class A Common Stock 25,000 $ 43.3125 D  
Employee Stock Option (right to buy) 12/31/2006 10/15/2012 Class A Common Stock 90,000 $ 37.36 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAGNER SUSAN
C/O BLACKROCK, INC.
40 EAST 52ND STREET
NEW YORK, NY 10022
      Chief Operating Officer  

Signatures

Harris Oliner as Attorney-in-Fact for Susan Wagner 10/03/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 2,403 shares of Class A Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan through July 31, 2005. Also includes 1,198 shares of Class A Common Stock acquired by the reporting person through September 26, 2005 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 September 26, 2005. Also includes 3,749 shares of restricted Class A Common Stock granted on 12/15/03 under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, as amended, vesting in three equal installments on 12/15/05, 12/15/06 and 12/15/07. Also includes 4,411 shares of restricted Class A Common Stock granted on 1/21/05 under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, as amended, vesting in three equal installments on 12/15/05, 12/15/06 and 12/15/07.
(2) The shares of Class B Common Stock may be converted at any time into shares of Class A Common Stock.
(3) One share of Class B Common Stock is convertible into one share of Class A Common Stock.
(4) Option became exercisable in three annual installments on 10/1/00, 10/1/01 and 10/1/02.
(5) Option became exercisable in two annual installments on 12/15/03 and 12/15/04.

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