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SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, NY 10017
February 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: BlackRock Funds/SM/ (Registration
Statement File No. 33-26305)
Ladies and Gentlemen:
On behalf of BlackRock Funds/SM/ (the "Company"), and pursuant to Rule
497(j) of the Securities Act of 1933, as amended, we hereby certify that the
definitive forms of prospectuses for the Company's Equity, Bond and Money Market
Portfolios, BlackRock Shares of the Low Duration, Core Bond and Intermediate
Bond Portfolios, BlackRock Strategic Portfolio I, BlackRock Strategic
Portfolio II and Multi-Sector Mortgage Securities Portfolio III, each dated
January 28, 1998, that would have been filed on behalf of the Company in
accordance with Rule 497(c) do not differ from those contained in the most
recent amendment to the Company's Registration Statement on Form N-1A, the text
of which was filed electronically with the Securities and Exchange Commission on
January 27, 1998.
Any questions or communications should be directed to Robert M. Kaner of
this firm at 212-455-3275.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
cc: Brian P. Kindelan, Esq.
Matt Mosca
Rene Romain
