SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, NY 10017
October 7, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: BlackRock FundsSM (Registration
Statement File No. 33-26305)
Ladies and Gentlemen:
On behalf of BlackRock FundsSM (the "Company"), and pursuant to Rule
497(j) of the Securities Act of 1933, as amended, we hereby certify that the
definitive forms of prospectus and statement of additional information for
Hilliard Lyons Shares of the Company's Money Market and Municipal Money
Market Portfolios, each dated October 5, 1999, that would have been filed on
behalf of the Company in accordance with Rule 497(c) do not differ from those
contained in Post-Effective Amendment No. 47 to the Company's Registration
Statement on Form N-1A, the text of which was filed electronically with the
Securities and Exchange Commission on October 5, 1999.
Any questions or communications should be directed to Cynthia G. Cobden
of this firm at 212-455-7744.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
cc: Brian P. Kindelan, Esq.
Ed Mallon
Lily R. Chiu
