SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

April 25, 2011
 Mr. Laurence A. Tosi Chief Financial Officer The Blackstone Group L.P. 345 Park Avenue New York, NY  10154
 RE: The Blackstone Group L.P.
Form 10-K for the Fiscal Ye ar ended December 31, 2010
  File No. 1-33551

Dear Mr. Tosi:

We have reviewed these filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 Item 1A - Risk Factors, page 20

We are subject to substantia l litigation risks…, page 31

1. We note the disclosure on pages 59-60 re garding the IPO lawsuit. The disclosure
under this subheading discusses the risks of litigation relating to your current and
on-going business operations, but  does not encompass the risks associated with
the IPO lawsuit.  With a view towards future disclosure, please advise us as to the consideration you have given to expanding th is risk factor or  adding a separate
risk factor to specifically address the IPO lawsuit.
 Item 3 - Legal Proceedings, page 59

2. We note that you revised the description of the IPO lawsuit from the disclosure
contained in your Form 10-Q for th e quarter ended September 30, 2010 by

Mr. Laurence A. Tosi
The Blackstone Group L.P. April 25, 2011 Page 2 of 4
deleting the reference to the lower court’s di smissal of the lawsuit.  It appears that
this revision was made because the lower’s court decision was reversed on appeal in February 2011.  Please revise future f ilings to discuss both the lower court’s
decision and the reversal of that decisi on by the Second Circuit Court of Appeals,
including the grounds for reversal.  In th is regard, we note that you have included
disclosure regarding the lower court’ s decision, including its finding that the
information at issue in the lawsuit was immaterial, in your quarterly and annual
reports since the lower court’s deci sion was rendered in September 2009.
 Item 8 – Financial Statements and Supplementary Data, page 119

Note 17 – Commitments and Contingencies, page 171

3. We note your description of the class ac tion suit brought against you in the spring
of 2008 on pages 59 through 60.  We furthe r note that on February 10, 2011, there
was a decision to reverse on appeal the orig inal dismissal.  We also note your
disclosure on page 172 that you do not ha ve a potential liability related to any
current legal proceeding or claim that would individually or in the aggregate
materially adversely affect your results of operations, financ ial position or cash
flows.  In light of the decision on Febr uary 10, 2011, please confirm for us that
you consider any material loss rela ted to this case to be remote.

Item 10 – Directors, Executive Officer s and Corporate Governance, page 185
Board Composition, page 187

4. We note the disclosure in this sect ion regarding the specific experience,
qualifications, attributes or skills that le d to the conclusion th at Messrs. Jenrette,
Light, Mulroney, and Parrett should serve as  directors.  However, there is no
similar disclosure for the other directors, i.e., Messrs. Schwarzman, James and Hill.  Please revise in future filings to provide this information for each director.
Refer to Regulation S-K Item 401(e).
 Item 11 – Executive Compensation, page 190

Compensation Elements for Named Executive Officers, page 192
2. Annual Cash Payments / Deferred Equity Awards, page 192

5. It appears that you utilize several factor s to determine a baseline award for each
named executive officer.  In this regard, we note that you determine an “indicative
participation interest” for each named executive officer (other than Mr.
Schwarzman) in the performance of a particular business unit and the
performance of each business unit is calculated based on annual operating income.  These figures are then subject to adjustment by Mr. Schwarzman in his
sole discretion.  Please revise in futu re filings to disclose the indicative
participation interest of each named executive officer (other than Mr.

Mr. Laurence A. Tosi
The Blackstone Group L.P. April 25, 2011 Page 3 of 4
Schwarzman), the business unit(s) in whic h each NEO has a participation interest,
whether and how the annual operating income of any business unit was modified by Mr. Schwarzman or by the firm to determine the actual cash awards, and the reason(s) for any adjustment.  Please also revise in future filings to briefly describe the nature of the individual performance factor s of each named executive
officer that were considered in making the award determination.  Finally, please
revise in future filings to explain in greater detail what you mean by the “prior
and anticipated performance” as used in clau ses (a) and (b) of the last sentence of
the second paragraph.  Using information for your most recently completed fiscal year, please show us in your supplemental response what your revised disclosure
will look like.

6. We note the disclosure in the last para graph regarding the discretionary equity
awards.  With a view towards future disc losure, please tell us  how the amount of
each award was determined and, with resp ect to Mr. Tosi, the reason(s) for the
award.

3. Participation in Carried Interest, page 193

7. We note that each named executive officer (other than Mr. Schwarzman) has an
allocated share of carried interest and th at this allocated sh are is subject to
adjustment by Mr. Schwarzman.  Please revi se in future filings to disclose the
allocated share for each named executive o fficer (other than Mr. Schwarzman),
how that amount was adjusted by Mr. Sc hwarzman to determine the actual
allocation, and the reason(s) for any adjust ment.  Using information for your most
recently completed fiscal year, please show us in your supplemental response what your revised disclosure will look like.
 Item 15 - Exhibits, Financial Statement Schedules, page 216

8. We note that you incorporate the Credit Ag reement, exhibit 10.16, by reference to
an exhibit filed with a Form 10-Q.  Howe ver, it does not appear that you filed all
applicable schedules and exhibits when you first filed the Credit Agreement.  If
these schedules and exhibits have been f iled previously, please tell us where they
are located.  Otherwise, please file th e full Credit Agreement, including all
schedules and exhibits, with your  next Exchange Act filing.

*    *    *    *
 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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company

Mr. Laurence A. Tosi
The Blackstone Group L.P. April 25, 2011 Page 4 of 4   and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in their
filing;

 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Pamela Long, Assistant Director, at (202) 551-3765 if you have
any questions regarding legal or disclosure matters.  Please contact  Jeffrey Gordon, Staff
Accountant, at (202) 551-3866 or, in his absence, the unde rsigned at ( 202) 551-3689 if
you have questions regarding comments on the fi nancial statements and related matters.
       Sincerely,

 John Hartz  Senior Assistant   Chief Accountant