SecProbe.io

May 3, 2012
 Via E-mail

Mr. 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 the Year Ended December 31, 2011
Filed February 28, 2012
  File No. 1-33551

Dear Mr. Tosi:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  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 circum stances, please tell us why in your response.
     After reviewing the information you provide  in response to these comments, we may
have additional comments.
  Form 10-K for the Year Ended December 31, 2011

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings, in cluding your interim filings, if applicable.
 Item 1.  Business

Capital Invested In and Alongsid e Our Investment Funds, page 14
 2. Please tell us whether there is any impact of co-investments and side-by-side investments on
your consolidated financial statements.  In your discussion of other income on page 79, you
discuss how the declines in the income of Private Equity and R eal Estate consolidated side-
by-side entities impacted net gains (losses) fr om fund investment activities.  Please help us

 Mr. Laurence A. Tosi The Blackstone Group L.P. May 3, 2012 Page 2

 better understand the nature of these side-by-side  entities and whether th ey relate to side-by-
side investments.
 Management’s Discussion and Analysis, page 67

Consolidated Results of Operations, page 77
 3. Please provide a discussion of net income (loss)  attributable to non-c ontrolling interests in
consolidated entities and net income (loss) attributable to non-controlling interests in
Blackstone Holdings to provi de investors with a better understanding of the underlying
reasons for changes in these line items from  period to period.  Pl ease also discuss the
underlying reasons for changes in the net income (loss) of your consolidated funds.  In this
regard, net income (loss) attributable to red eemable non-controlling inte rests in consolidated
entities decreased from income of $84.8 million during the year ended December 31, 2010 to a loss of $32.5 million for the year ended D ecember 31, 2011.  In a similar manner, there
were significant fluctuations in the amounts of  net income (loss) attributable to non-
controlling interests in consolidated entities wh ich are not redeemable and to non-controlling
interests in Blackstone Holdings from the y ear ended December 31, 2010 to the year ended
December 31, 2011.  Please also discuss these am ounts as a percentage of total net income
(loss) and to the extent necessary, how such am ounts are calculated.  Re fer to Item 303(a)(3)
of Regulation S-K and the corresponding inst ructions and Section 501.12 of the Financial
Reporting Codification for guidance.

4. Please provide a comprehensive discussion and analysis of the changes in your provision
(benefit) for taxes and corre sponding effective tax rate from period to period.  The
reconciliation provided on page 175 indicates there were multiple significant items that
impacted your effective income tax rate dur ing the year ended December 31, 2011, including
equity-based compensation and the change in tax rate.  For each significant item, please
discuss both the impact on your actual historical financial statements as well as the expected
impact on future periods.  Refer to Item 303( a)(3) of Regulation S- K and the corresponding
instructions and Section 501.12 of the Financ ial Reporting Codification for guidance.
 Other Income, page 79

 5. You recorded $197.8 million of other income dur ing the year ended December 31, 2011 as a
result of the reduction in amounts due to cer tain non-controlling interest holders in
connection with the tax receivable agreement.   The reduction in amounts due appears to be
related to the adoption of a New York City tax law based on disclosures provided on pages
79 and 175.  Please address the following:
 Please tell us the nature of  this tax law and why it led to the reduction in amounts due
under the tax receivable agreement;
 Please tell us whether it is a newly enacted law.  If not, please help us understand why it
would not have previously been adopted; and

 Mr. Laurence A. Tosi The Blackstone Group L.P. May 3, 2012 Page 3

  Please help us understand how you determin ed the amount of reduction in your tax
receivable agreement liability as a result of this law.
 6. Your income (loss) before provision (benefit) fo r taxes appears to be materially impacted by
net gains from fund investment activities.  Fo r example, net gains from fund investment
activities decreased by $487.1 million from the year ended December 31, 2010 to the year ended December 31, 2011 compared to income before provision for taxes of $77.3 million
during the year ended December 31, 2011.  In this regard, please provide a more comprehensive discussion and analysis of th e investment activities generating these amounts
for each period presented to allow investors to understand the material factors affecting the
amounts recognized, realized and un realized, and any material unc ertainties or trends that
may impact future results.  To  the extent necessar y, please separately di scuss gross realized
gains, gross realized losses, gr oss unrealized gains, gross unr ealized losses, gross unrealized
gains reversed, and unrealized loss es reversed.  It may also be necessary to provide a detailed
discussion of the funds and/or the funds’ underlying investments to  fully analyze the
components of this line item.
 Segment Analysis

Private Equity, page 83
 7. In your discussion of Assets Under Management  on page 86, you refer to the inclusion of
non fee-earning co-investment assets as a re sult of a change in methodology implemented
during the fourth quarter of 2011.  Please help us understand the change and what impact the
change had on your assets under management and correspondingly results of operations.
 Financial Statements

Consolidated Statement of Changes in Partners’ Capital, page 133
 8. The total other comprehensive income (loss) line item appears to represent total
comprehensive income (loss).  Please a dvise or revise the title as necessary.
 9. Please clearly indicate which columns are include d in equity attributab le to The Blackstone
Group L.P.  See ASC 810-10-50- 1A(c) and ASC 810-10-55-4L.
 10. The amounts reported under the non -controlling interest s in consolidated entities column for
net income do not agree to the amounts report ed on your statements of operations.  In
addition, the sum of the net income (loss) a nd currency translation adjustment amounts
reported in the non-controlling interests columns do not equal to the amount of
comprehensive income (loss) attributable to non-controlling intere sts presented on this
statement.  It appears that the amounts currently  presented for net income (loss) and currency
translation adjustment under the appropriated pa rtners’ capital column should be reflected
instead under a non-controlling inte rest column.  Reclassificati on adjustments should then be

 Mr. Laurence A. Tosi The Blackstone Group L.P. May 3, 2012 Page 4

 made from the non-controlling inte rest column to the appropriated partners’ capital for each
of these amounts.  Please advi se or revise as necessary.

11. Please tell us what consideration you gave to  separately presenting comprehensive income
(loss) attributable to redeemable non-cont rolling interests in consolidated entities.
 Item 11.  Executive Compensation

Summary Compensation Table, page 212
 12. Refer to footnote (b) disclosure on page  212.  Unlike the 2010 Summary Compensation
Table where the amounts disclosed in the “All Other Compensation” column represented the
amount of compensation expense (positive or negative) recorded by you on an accrual basis in respect of carried interest allocations, you now disclose the cash payments in respect of
carried interest or incentive fee allocations relating to your  Performance Plans.  Please
explain to us the reasons for the change in the disclosure.  We may have additional comments following the review of your response.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the 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 federa l securities laws of  the United States.

You may contact Chambre Malone, Staff Atto rney, at (202) 551-3262 or, in her absence,
Era Anagnosti, Staff Attorney, at (202) 551-3369  if you have any questions regarding legal
matters.  Please contact Nudrat Salik, Staff Accountant, at (202)  551-3692 or, in her absence, the
undersigned at (202) 551-3769 if you have quest ions regarding comments on the financial
statements and related matters.           S i n c e r e l y ,          / s /  R u f u s  D e c k e r
Rufus Decker
       Accounting Branch Chief