SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

April 19, 2007

Robert L. Friedman
Chief Administrative Officer and Chief Legal Officer
The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154

Re: The Blackstone Group L.P.
 Registration Statement on Form S-1
 Filed on March 22, 2007
 File No. 333-141504

Dear Mr. Friedman:

We have reviewed your filing and have the following comments. Where indicated, we
think you should revise your document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please include all information that is not subject to Rule 430A in the next amendment, including a bona fide estimate of the range of the maximum offering price for the shares and the maximum number of shares offered. This information must be included on the prospectus cover page, as well as in the body of the prospectus. See instruction 1(A) to Item 501(b)(3) of Regulation S-K. We will need adequate time to review this information once it is provided.

2. All exhibits are subject to our review. Accordingly, please file or submit all of your exhibits with your next amendment, or as soon as possible. Please note that we may have comments on the legal opinion and other exhibits once they are filed. Understand that we will need adequate time to review these materials before accelerating effectiveness.

Robert L. Friedman
The Blackstone Group L.P.
April 19, 2007 Page 2

3. Prior to the effectiveness of the registration statement, please arrange to have the NASD call us or provide us with a letter indicating that the NASD has cleared the filing.

4. Please do not use smaller type in tables and footnotes, as you do on pages 11 and 178, for example.  Please also consider increasing the size of your structure to one full page.

5. We are still evaluating your prefiling correspondence  dated February 27, 2007 and April 13,
2007 related to the application of the fair value option to general partner interests in limited partnerships.

6. Pages 49-50 of the S-1 briefly describes why you do not believe that The Blackstone Group L.P. is an investment company for purposes of section 3(a)(1)(C) of the Investment Company Act of 1940 (“Company Act”).  Please provide further information needed to conduct an analysis under section 3(a)(1)(C) of the Company Act for The Blackstone Group L.P., as well as Blackstone Holdings I GP Inc., Blackst one Holdings II GP Inc., Blackstone Holdings
III GP L.P., Blackstone Holdings IV GP, L.P., Blackstone Holdings V GP L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., and Blackstone Holdings V L.P. (the “Blackstone Holdings entities”),
prior to, and giving effect to, the proposed transaction.  In particular, list all assets held by each entity and the value you assign to each:

(a) Please identify and explain any interests in the Blackstone Funds held by or through The Blackstone Group L.P.  For instance, please explain if interests in the Blackstone Funds are limited to general partnerships or if there are additional limited partnership interests, and the values of each.  Do the Blackstone Holdings entities make contributions to the capital of the Blackstone Funds in connection with or apart from the general partner interests?  What are the values with regard to each Blackstone Fund?

(b) We note that the Company Act risk disclosure on page 49 of the S-1 states:

Moreover, because we believe that the capital interests of the general partners of our funds in their respective funds are neither securities nor investment securities, we believe that less than 40% of The Blackstone Group L.P.'s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis after this offering will be comprised of assets that could be considered investment securities.

 Please explain this statement further as it relates to your status analysis.

(c)  The notes to the unaudited condensed consolidated pro forma statement indicate that “investments in Blackstone Funds” principally represent assets held in employee funds which have been consolidated as variable interest entities.  Please indicate whether these assets represent “good” or “bad” assets for purposes of section 3(a)(1)(C) of the Company

Robert L. Friedman
The Blackstone Group L.P.
April 19, 2007 Page 3
Act (e.g. , are these interests in an “employees securities company” as defined in section
2(a)(13) of the Company Act).

7. Please explain whether the offering by The Black stone Group L.P. should be considered an
indirect offering of the Blackstone Funds.  In this context, please address rule 140 under the Securities Act of 1933 as well as section 48(a) of the Company Act as applied to the registration requirements for investment companies.

Prospectus Cover Page

8. The cover page risk factors should concisely highlight the most significant adverse effects
related to the offering and should be quantified to the extent possible.  For guidance refer to Section II.A.3.a. of  Securities Act Release 33-6900.   Examples may include:
• investors’ limited voting rights with respect to the general partner or its directors;
• that the senior managing directors will be able to determine the outcome of any matters that may be submitted for a vote of the limited partners;
• that your partnership agreement reduces or eliminates the fiduciary duties of your general partner and limits remedies available to common unitholders for actions that might otherwise constitute a breach of duty; and
• that tax liabilities may be greater than cash distributions.

Table of Contents, page i

9. Please revise the table of contents to include all major headings and  subheadings within the
body of the revised prospectus.  See SEC Rel ease No. 33-6900.  In particular, we note that
the risk factor subheadings have not been included in your table of contents.

Prospectus Summary, page 1

10. Considering the significant impact it appears the deconsolidation of the Blackstone funds will have on your financial statements, please include a sufficiently detailed discussion of your intent to deconsolidate these funds in this section of your Form S-1.  Such discussion should include:

• The business purpose for your decision to grant rights to the third-party investors in that fund to provide that a simple majority of the fund's investors will have the right to accelerate the liquidation date of that fund or the withdrawal of their capital by a simple majority vote;
• Whether these investors purchased this new right and, if not, why not;
• The impact this change will have on your financial statements, including footnote disclosure; and
• Finally, please include a risk factor that discusses the impact on your financial statements and footnote disclosures once these funds have been deconsolidated.

Robert L. Friedman
The Blackstone Group L.P.
April 19, 2007 Page 4

11. Please consider reordering and revising your Summary to disclose information with an investor’s perspective in mind.  For example, investors are most likely interested in:

• what exactly they will own as a result of your offering,
• a plain English explanation of the company’s distribution policy; and
• material tax consequences.

12. Please revise to explain in plain English how you generate revenues and finance your operations.   For example, we note your disclosure on page 60 that The Blackstone Group L.P. was formed as a Delaware limited partnership on March 12, 2007.  We also note your disclosure on page 87 that your revenues consist of fund management fees and advisory fees.  Given that you are not taking the funds themselves public, please also add a section to your summary that explains in more detail how you plan to generate cash flows.

13. Please provide prominent disclosure regarding the total compensation or other remuneration that your existing owners will receive from:

•  cash distributions in 2006,
•  distributions in 2007,
•  cash distributions to be made immediately prior to the offering,
•  any proceeds of this offering,
•  in connection with the offering,
•  other reorganization transactions, and
•  any carried interest.

14. Please also disclose how future distributions will be calculated and made to the principals.

15. Please revise to briefly explain here, with more detail in your business section, what “carried interest” is and how important this is to your business.  We may have further comment based on your revised disclosure.

Competitive Strengths, page 3

16. We note your disclosure at the top of page 6 that you “actively cultivate your relationships with major investment banking firms and other financial intermediaries.”  Please revise to provide specific examples to give investors a sense for how you operate your business.  We also note your disclosure on page 7 that you intend to “preserve the elements of [y]our culture that have contributed to [y]our success as a privately-owned firm.  Please also give specific examples.

Why We Are Going Public, page 7

Robert L. Friedman
The Blackstone Group L.P.
April 19, 2007 Page 5
17. Please revise to explain what you mean by “permanent capital” in the first bullet point.

Charitable Contributions, page 9

18. Please revise to explain in more detail the charities that The Blackstone Foundation supports and any policies related charitable contributions.

Organizational Structure, page 10

19. Please revise to explain in plain English why you are engaging in the reorganization prior to taking your company public.  In addition, please explain in detail for each level of the structure, the reasons you have formed your company this way and the purpose each entity serves.

20. Disclose whether there are any ceilings on the fees or expenses paid to the general partner and its affiliates.

21. With a view toward disclosure, please advise the staff as to the identity and value of the funds “that do not have a meaningful amount of  unrealized investments” and the investment
vehicles that will not be contributed to Blackstone Holdings.

The Offering, page 14

22. Please also provide a discussion of the potential additional cash distributions to be made to the general partners of the Blackstone Holdings partnerships disclosed on page 80.  This distribution would be made to the general partne rs of the Blackstone Holdings partnerships if
the wholly-owned subsidiaries of The Blackstone Group L.P. determine that the taxable income of the relevant partnership will give rise to taxable income for its partners.

Use of Proceeds, page 14

23. You will use a portion of the net proceeds from this offering to purchase vested Blackstone Holdings partnership units from existing owners.  Please disclose how the purchase price of each unit was determined, including whether the purchase price is pursuant to the original agreements entered into upon issuance of these equity instruments.

24. You state that you intend to use all of the remaining proceeds from this offering to subscribe for newly-issued Blackstone Holdings partnership units.  Please expand your disclosure to clarify what is meant by subscribe, including when or over what period you expect to purchase these units.  Please provide this disclosure here and elsewhere in the filing where you discuss your use of proceeds.

Priority Allocation for the Benefit of Common Unitholders Prior to December 31, 2009, page 16

Robert L. Friedman
The Blackstone Group L.P.
April 19, 2007 Page 6

25. Please disclose how the income (and accordingly distributions) of Blackstone Holdings will be allocated once the priority allocation expires on December 31, 2009.  Please provide this disclosure here and elsewhere in the filing where the priority allocation or distributions are discussed.

Exchange Rights of Holders of Blackstone  Holdings Partnership Units, page 17

26. You disclose that prior to this offering you w ill enter into an exchange agreement with the
holders of partnership units in Blackstone Holdings (other than The Blackstone Group L.P.'s wholly-owned subsidiaries) so that these holders may exchange their Blackstone Holdings partnership units for The Blackstone Group L.P. common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.  Please disclose how you arri ved at the exchange rate of one Blackstone
Holdings partnership unit for one common unit of The Blackstone Group L.P. separately for each Blackstone Holdings entity.  Please disclose what factors were considered in determining that this was an appropriate exchange rate, including whether a beneficial conversion feature might exist.

Tax receivable agreement, page 17

27. Please revise to quantify and disclose the amount of expected cash savings.

Summary Historical Financial and Other Data, page 19

28. Your current presentation of total reportable segment fee related earnings appears to constitute a non-GAAP financial measure.  Please remove the total amount, or provide the disclosures required by Item 10(e) of Regula tion S-K.  Refer to Question 21 of our FAQ
Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.

29. In note (2) to your summary historical financial and other data, please provide the additional disclosures included on page 90 regarding Carry Dollars Created, or refer to this disclosure and page number in your note.

30. In note (3) to your summary historical financial and other data, you state that management believes that adjusted cash flow from operations more clearly reflects the cash flow of Blackstone Group.  Your current disclosure  expresses a preference for the non-GAAP
measure over the GAAP measure.  Please revise your disclosure to comply with Item 10(e)(1)(i)(A) of Regulation S-K.

Risk Factors, page 25

We depend on our founders . . . , page 26

Robert L. Friedman
The Blackstone Group L.P.
April 19, 2007 Page 7

31. We note disclosure elsewhere in your prospectus  to the effect that Mr. Peterson has advised
that he will retire and relinquish his role as a founder not later than December 31, 2008.  Please disclose this in this risk factor, and discuss any reasonably foreseeable material risks associated with his impending departure.

Risks Related to Our Common Units and this Offering, page 50

32. Please include a risk factor which addresses the impact of the rights that the holders of Blackstone Holdings partnership units will have to convert their units into your common units.  Please address the possibility that the partnership units could be converted into your common units in circumstances in which the partnership units have lost value and the impact this conversion could have on the value of your common units.  Please also include a similar discussion in your pro forma footnotes and future  historical financial statements footnotes
after the reorganization occurs.

Risks Relating to United States Taxation, page 52

33. Please consider moving the fourth risk factor in this section to the forefront of your risk factors section.

Organizational Structure, page 57
Reorganization, page 57
Blackstone Hold