SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             April 22, 2009
 Laurence A. Tosi Chief Financial Officer The Blackstone Group L.P. 345 Park Avenue New York, New York 10154
 RE: The Blackstone Group L.P.
Form 10-K for Fiscal Year  Ended December 31, 2008
File No. 1-33551

Dear Mr. Tosi:
   We have reviewed your filing and have the following comments.  We have limited our review of your filing to the matters  listed below.  If you disagree with a
comment, 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 th is information, we may or may not raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.  These revisions should be include d in your future filings, including your
interim filings.

Mr. Laurence Tosi
April 22, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 57
 Segment Analysis, page 69

 2. Your disclosures regarding both the Corpor ate Private Equity and the Real Estate
segments indicate that the negative Pe rformance Fees and Allocations revenues
and Investment Income (Loss) and Other we re driven by a net depreciation in the
fair value of certain portfolio investment s.  Please revise your filing to more
clearly explain which portfolio investment s experienced depreciation in their fair
value during the period and the reasons why.  To the extent that you had other portfolio investments which experienced a ppreciation in fair value and therefore
partially offset the depreciation in fair value of other investments, please explain
the nature of the investments which a ppreciated and the reasons why you believe
their fair value increased.
 Critical Accounting Policies, page 83

 Performance Fees and Allocations, page 84

 3. Please enhance your current disclosures to more clea rly explain both how it is
possible to have negative Performance F ees and Allocations revenue in any given
period and explain the manner in whic h you account for negative Performance
Fees and Allocations. You also indicate that Performance Fees and Allocations
revenue can never be negative over the life of the fund. Please expand your
disclosure to clearly expl ain how you are able to prev ent Performance Fees and
Allocations revenue from being nega tive over the life of the fund.

Goodwill and Identifiable Intangible Assets, page 87

 4. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for goodwill and in tangible assets, please consider
disclosing the following in future filings:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Sufficient information to enable a re ader to understand how you apply your
discounted cash flow methodology in estimating the fair value of your
reporting units and why management sele cted this method as being the most
meaningful in preparing your goodwill impairment analyses;
• How you determine the appropriate discount  rates and attriti on rates to apply
in your intangible asse t impairment analysis;
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes.  For example:
o Cash flows

Mr. Laurence Tosi
April 22, 2009 Page 3
o Growth rates/terminal calculations
o Discount rates
o Use of a weighted average cost of capital or a cost of equity method
o Risk applications
o Control Premiums
o If you use a market based approac h, discuss the method used and the
assumptions and multiples used; and
• If applicable, how the assumptions and methodologies used for valuing
goodwill and intangible assets in the curre nt year have changed since the prior
year, highlighting the im pact of any changes.

Clawback Obligations, page 90

5. You disclose on page 135 that you have an accrual of possible repayment of
previously received Performance Fees and Allocations of $260 million.  Please
enhance your disclosure to clearly ex plain the relationship between negative
Performance Fees and Allocations revenue and your clawback obligations.  Please
revise your disclosure to indicate either which funds have clawback obligations or
the number of funds that have clawback ob ligations as of each balance sheet date.
Please also disclose the expected end of the life of each respec tive fund that has a
clawback obligation associated with the fund.  Yo ur disclosure should also
include funds that have provi sions for interim clawback.

Consolidated and Combined Financial Statements

10. Net Loss Per Common Unit, page 129
 6. You indicate that the Partnership has calculated net loss pe r unit under the two-
class method in accordance with EITF 03-06.  It is unclear how you determined the basic net loss per common unit – comm on units not entitled to priority
distributions of $(3.09). Please provide us with a comprehensive explanation that
shows how you calculated your basic lo ss per common unit – common units not
entitled to priority distributions.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

Mr. Laurence Tosi
April 22, 2009 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Lisa Haynes, Staff Accountant,  at (202) 551-3424, if you have questions
regarding comments on the financial statements and related matters.

  Sincerely,
           R u f u s  D e c k e r
       Accounting Branch Chief