SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             May 21, 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
Form 10-Q for Fiscal Quarter Ended March 31, 2009
File No. 1-33551

Dear Mr. Tosi:
  We have reviewed your response letter dated May 6, 2009 and have the following comments.  Where indicated, we think you should revise your disclosures in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requir ements and to enhance the
overall disclosure in your filing.  We look forw ard to working with you in these respects.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the phone numbers listed below.

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 included in your future filings, including your interim
filings.

Mr. Laurence Tosi
May 21, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 57
 Key Financial Measures and Indicators, page 61

 2. Please revise your description of Fund Mana gement Fees to more fully explain the
manner in which base management fees are generated.  For example, it is unclear if
these fees are earned based on a percenta ge of assets under management, a fixed
charge depending on the size of the fund, or some other method.
 Critical Accounting Policies, page 83

 Performance Fees and Allocations, page 84

3. We note your response to comment three fr om our letter dated April 22, 2009.
Please revise your future filings to more clearly explain how fluctuations in your
Performance Fee and Allocation revenue impact your Statement of Financial
Condition.  For example, you recognized negative Performance Fee and Allocation
revenue of $1.2 billion during the year ended December 31, 2008.  The majority of
this reduction appears to have impacted  your Performance Fees and Allocations
Investment shown on page 115 which decr eased significantly fr om $1.1 billion at
December 31, 2007 to $147 million at Decem ber 31, 2008.  It is unclear if the
remainder of the negative Performance Fee and Allocation revenue  was the result of
the $260 million contingent repayment guarantee  accrual classified as a component of
Due to Affiliates on page 135.  Please clarif y in your response and in future filings.
 4. As a related matter, please tell us and re vise your future filings to clarify how you
determine the amount of contingent repayment guarantee to record as  a liability as of
each period presented.
Goodwill and Identifiable Intangible Assets, page 87

5. We have read your response to comment four from our letter dated April 22, 2009.
You indicate that you perform a sensitivity an alysis using various discount rates and
based on this sensitivity anal ysis, you determine the most appropriate discount rate to
utilize in your discoun ted cash flow analysis, based on cu rrent market parameters.  It
appears that your use of a se nsitivity analysis to select  a discount rate for your
discounted cash flow methodology is not consistent with th e approaches for
estimating fair value as described in pa ragraph 40 of Statement of Financial
Accounting Concepts No. 7.  Please also te ll us how you considered the guidance in
paragraphs 39-54 of Statement of Fina ncial Accounting Concepts No. 7 in
determining your discounted cash flow me thodology for testing the impairment of
goodwill.

Mr. Laurence Tosi
May 21, 2009 Page 3
FORM 10-Q FOR THE FISCAL PERIOD ENDED MARCH 31, 2009

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35
 Segment Analysis, page 43

 6. We note your response to comment two from  our letter dated April 22, 2009 and the
revisions you made to your MD&A for th e quarter ended March 31, 2009 in response
to our comment.  You disclose on page 44 that the 3% net depreciation in your
Corporate Private Equity segment’s underl ying portfolio investments for the first
quarter of 2009 was the result of declines in telecommunications, hospitality and food
service investments partially offset by increases in energy investments and non-
cyclicals.  To the extent that you experi enced multi-directional fluctuations in the
value of your underlying portfo lio investments, please revise  to quantify the extent to
which each component contributed to the overall fluctuation.  For example, your
disclosure should quantify the percentage  of depreciation in telecommunications
investments separate from the percentage of appreciation experi enced in your energy
investments.
7. Your segment disclosures tend to describe  fluctuations in performance fee and
allocation revenue in conjunction with fluctu ations in investment income (loss) and
other.  While the broad reasons for fluctuations in each of these line items may be
similar, the impact to each line item seems disproportionate for most segments.  Therefore, we believe it w ould be more helpful to inve stors to explain the factors
affecting fluctuations in performance f ee and allocation revenue separate from
fluctuations in investment income (loss) a nd other.  Please revise your future filings
accordingly.

*    *    *    *

  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
May 21, 2009 Page 4
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