FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
X Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Cavanagh Richard E.

2. Issuer Name and Ticker or Trading Symbol
BlackRock Income Trust, Inc. (BKT)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

(Last)      (First)     (Middle)

c/o BlackRock Financial Management, Inc.
40 East 52nd Street.

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

New York, NY 10022

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

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

Amount

(A)
or
(D)

Price

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Performance Rights

1-for-1

 ⁽¹⁾

A5

933

 ⁽²⁾

 ⁽²⁾

Common Stock⁽²⁾

933

 ⁽¹⁾

Performance Rights

1-for 1

 ⁽³⁾

A5

1,724

 ⁽²⁾

 ⁽²⁾

Common Stock⁽²⁾

1,724

 ⁽³⁾

2,657

D

Explanation of Responses:

(1) The phantom stock units were accrued under the BlackRock Funds Deferred Compensation Plan on various dates during fiscal year ended October 31, 2000 at prices ranging from $6.18 to $6.43 per unit.
(2) The units are to be settled 100% in cash at the end of the deferral period chosen by the reporting person
(3) The phatom stock units were accrued under the BlackRock Funds Deffered Compensation Plan on various dates during the fiscal year ended October 31, 2001 at prices ranging from $6.43 to $7.60 per unit

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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