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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Henderson Raymond P. III

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/16/2010 

3. Issuer Name and Ticker or Trading Symbol

BLACKBOARD INC [BBBB]

(Last)        (First)        (Middle)

650 MASSACHUSETTS AVE, NW, 6TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President, Blackboard Learn /

(Street)

WASHINGTON, DC 20001       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

2/26/2010 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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)
Common Stock   (1) 105229   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		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
Stock Option (right to buy)   6/15/2010   (2) 6/15/2017   Common Stock   20000   $28.85   D    
Stock Option (right to buy)   1/1/2011   (3) 2/15/2018   Common Stock   40000   $37.71   D    

Explanation of Responses:
( 1)  Includes an aggregate of 33,229 shares of common stock acquired by the reporting person in connection with the acquisition by the issuer of ANGEL Learning, Inc., of which 21,882 shares are subject to distribution to the issuer to reimburse the issuer in connection with any indemnification escrow claims made under the terms of the Agreement and Plan of Merger, dated as of May 1, 2009 and filed by the issuer with the Securities and Exchange Commission on May 6, 2009. The remaining 72,000 shares are restricted stock.
( 2)  The option vests as to 25% of the shares on 06/15/2010 and in 36 equal monthly installments thereafter.
( 3)  The option vests as to 25% of the shares on 01/01/2011 and in 36 equal monthly installments thereafter.

Remarks:
This amended Form 3 amends the Form 3 filed on February 26, 2010 by the reporting person and is being filed solely for the purpose of correcting the footnote describing the shares of common stock beneficially owned by the reporting person which are subject to certain escrow claims. The total number of shares of common stock owned by the reporting person as originally reported in Table I of the February 26, 2010 Form 3 is correct.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Henderson Raymond P. III
650 MASSACHUSETTS AVE, NW
6TH FLOOR
WASHINGTON, DC 20001

President, Blackboard Learn

Signatures
/s/ Justin Tan, Attorney-in-Fact for Raymond P. Henderson III 3/3/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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