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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * BARCLAYS BANK PLC /ENG/   2. Issuer Name and Ticker or Trading Symbol BlackRock Inc. [BLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 CHURCHILL PLACE 3. Date of Earliest Transaction (Month/Day/Year) 01/24/2012 (Street) LONDON, X0 E14 5HP 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock,par value $0.01 per share(the Common Stock) (1) 01/24/2012   J(2)   380 (3) A $ 189.75 3,031,651 I By Subsidiary (4) (5)

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARCLAYS BANK PLC /ENG/ 1 CHURCHILL PLACE LONDON, X0 E14 5HP	X

Signatures

/s/ Richard Konefal		01/26/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Stockholder Agreement, dated as of December 1, 2009, as amended from time to time, among Barclays Bank PLC, a public company organized under the laws of England and Wales (the "Reporting Person"), Barclays BR Holdings S.a r.l., a societe a responsabilite limitee organized under the laws of Luxembourg ("BR Holdings"), Lapis (Gers Investments) LP, a Delaware limited partnership ("Lapis"), and BlackRock, Inc. (the "Issuer"), the Reporting Person has the right to designate, and has designated, two members to the board of directors of the Issuer. The Reporting Person and its subsidiaries disclaims its possible status as director of the Issuer by deputization.
(2)	This transaction reflects a transaction executed by a wholly-owned subsidiary of the Reporting Person in the ordinary course of market making in ETFs.
(3)	The Reporting Person disclaims any pecuniary interest in these securities. The Reporting Person disclaims that the transaction reported on this Form is subject to reporting under Section 16(a) and this report shall not be deemed an admission that such section applies to this transaction.
(4)	This Form 4 is being filed by the Reporting Person, which owns shares of the Common Stock and shares of the Series B Convertible Participating Preferred Stock, par value $0.01 per share, indirectly through its wholly-owned subsidiaries BR Holdings and Lapis.
(5)	The Reporting Person disclaims beneficial ownership of the Common Stock.

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