SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
 April 20, 2010
 Via U.S. mail and facsimile

 Mr. Laurence A. Tosi Chief Financial Officer The Blackstone Group, L.P. 345 Park Avenue
New York, NY  10154

 RE: Form 10-K for the year ended December 31, 2009
  File No. 001-33551

Dear Mr. Tosi:    We have reviewed your filings and have the following comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease 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
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 filing.  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, 2009

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 A. Tosi
The Blackstone Group, L.P.
April 20, 2010 Page 2   Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Income Taxes, page 68

 2. Please revise your discussion of pending legi slation concerning the taxation of carried
interest as ordinary income to quantify the potential impact  of this legislation on your
results of operations, liquidity and cash flow s, if possible.  You indicate that the
legislation, if enacted, would materially incr ease your tax liability  but the extent of
materiality is unclear.
 Adjusted Cash Flow from Operations, page 69

 3. Your statement that the “e quivalent GAAP measure” to Ad justed Cash Flow from
Operations is Net Cash Provided by (Use d in) Operating Activities could give
investors the impression that  there is no difference be tween the GAAP measure and
the non-GAAP measure.  In future filings, pl ease revise your disc losure to clearly
indicate that the measures are similar but  not equivalent.  For example, you could
consider disclosing that Adjusted Cash Fl ow from Operations is “most directly
comparable to” the GAAP measure Net Ca sh Provided by (Used in) Operating
Activities.

Operating Metrics, page 78

4. Your rollforward of fee- earning assets under management (AUM) for the Private
Equity segment includes $660.5 million of mark et depreciation during 2009 while the
rollforwards for 2008 and 2007 do not refl ect any market appreciation or
depreciation.  Please tell us and revise your future filings to explain what caused the market depreciation during 2009 and why your Private Equity segment fee-earning AUM was not affected by market apprecia tion or depreciation in prior periods.
 5. We note that the decrease in fee-earning assets under management in the Private Equity segment was driven primarily by market depreciation of $660.5 million that
resulted from a net depreciation in the fair  value of certain portfolio investments in
BCP IV and BCOM.  However, you disclose that the increases in performance fees and allocations were driven by the improve d performance of the funds. We also note
that the net total change in the carrying value of the BCP IV fund was a positive 35%.  Please provide to us proposed future disc losures that would provide a more detailed
analysis to reconcile these factors.  We not e the need for a more detailed analysis in
the Real Estate segment as well.

Expenses, page 84

6. You disclose that compensation and benef its – base compensation rose 5% during
2009 primarily due to an increase in comp ensation of senior personnel, which is

Mr. Laurence A. Tosi
The Blackstone Group, L.P.
April 20, 2010 Page 3
calculated based on segment profitability.  It  appears from your table on page 82 that
your real estate segment experienced economic net losses of $850 million during
2008 and $117 million during 2009.  Your base compensation for 2009 was $10 million higher than base compensation for 2007 when economic net income was $1.1 billion.  Since you disclosures infer that  base compensation is based on segment
profitability, please revise to more cl early explain why your base compensation
expense does not seem to fluctuate in the same manner as your economic net income.

Liquidity and Capital Resources, page 95

7. Please revise your future filings to speci fically quantify and explain any material
changes in your balance sheet.  For example, your MD&A does not specifically explain the $976 million decrease in accounts payable, accrued expenses and other
liabilities during 2009.

Critical Accounting Policies

Intangibles and Goodwill, page 106
 8. We note that your cash flows from operations  are significantly lower than last year
and certain of your operations continue to suffer economic net losses. Also, your
market capitalization remains substantially below your total partner’s capital. To the
extent that any of your opera ting segments have estimated fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
operating segments, in the aggregate or i ndividually, if impaired, could materially
impact your operating results or total partners ’ capital, please tell  us and provide the
following disclosures for each of these operating segments in future filings:
• Identify the operating segment;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A discussion of the uncertainty asso ciated with the key assumptions; and
• A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for all of your operating segments, plea se disclose this determination.  Please
refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial Repor ting Policies for guidance.

Mr. Laurence A. Tosi
The Blackstone Group, L.P.
April 20, 2010 Page 4   Consolidated Financial Statements

 Note 2 – Summary of Significant Accounting Policies, page 126

 9. We note your decision to aggregate amounts due to non-controlling interest holders
with accounts payable, accrued expenses and other liabilities on the face of your
combined and consolidated statement of financial condition.  While the amount due
to non-controlling interest holders was not ma terial to total liabilities in 2009, it was
material to total liabilities in 2008.  Please revise your future filings to separately
present on the face of your statement of fi nancial condition any financial statement
caption that is material to  any periods presented.

Note 4 – Investments, page 143

10. You disclose on page 133 that you evalua te your equity method investments for
impairment and recognize any differences between the carrying value and estimated
fair value as impairment when the loss is deemed other than temporary.  We also note
your disclosure on page 130 indicating that you record realized and unrealized losses
on your principal investments, including equity method investments.  Please quantify for us the amount of any temporary losses on your equity method investments that have not been recognized as of December 31, 2009 and explain how you determined
these losses were temporary in nature.

Note 5 – Net Asset Value as Fair Value, page 149

 11. Please revise to more fully explain what  it means for an investee fund manager to
“side-pocket” an investment and how this a ffects your ability to redeem or liquidate
your investment.

Note 13 – Net Loss Per Common Unit, page 159

12. Please revise to explain the differenc e between the distri butions to common
unitholders show in the table on page 159 and the cash distributions shown in your
statement of changes in partne rs’ capital on pages 121 and 122.

*    *    *    *

Mr. Laurence A. Tosi
The Blackstone Group, L.P. April 20, 2010 Page 5     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.  Pleas e furnish your response on EDGAR as a
correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed 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.

If you have any questions regarding these comments, please direct them to Lisa
Haynes, Staff Accountant, at (202) 551-3424 or, in her absen ce, to the undersigned at
(202) 551-3689.

       S i n c e r e l y ,            John Hartz        Senior Assistant Chief Accountant