SecProbe.io

June 11 , 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 E nded December 31, 2011
Filed February 28, 2012
Form 10 -Q for the Period Ended March 31, 2012
Filed May 7, 2012
Response dated May 17, 2012
  File No. 1-33551

Dear Mr. Tosi:

We have reviewed you r response letter dated May 17 , 2012 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 ten business days by providing the requested
information, or by adv ising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, 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 the revisions will look like.  These revisions
should be included in your future filings, including your interim filings, if applicable.

Mr. Laurence A. Tosi
The Blackstone Group L.P.
June 11, 2012
Page 2

 Item 1.  Business

Capital Invested In and Alongside Our Investment Funds, page 14

2. We note your response to comment two in our letter dated May 3, 2012 .  Please address the
following:
 Please help us better understand the nature of side -by-side entities and how they relate to
your side -by-side investments;
 Your response indicates that you do not consolidate any entities that hold co -investments
whereas interests in entities that hold side -by-side investments may be consolidated.
Please help us understand the differences between these two types of entities and
correspondingly why one would never be consolidated and other may be consolidated;
 Please  help us better understand how significant these co -investment and side -by side
investment entities are by providing us with summarized financial information related to
each of these types of entities.  Please provide us with a further breakdown for side -by-
side investment entities to separately show financial information for those entities that
you do and do not consolidate.  The summary financial information should include total
assets, total liabilities, total revenues, total expenses, and the total net income of these
entities; and
 In your description of Assets Under Management throughout the filing, including on page
2, you refer to co -investments.  Please help us understand why side -by-side investments
would not also be included in your determination o f Assets Under Management.

Management’s Discussion and Analysis, page 67

Consolidated Results of Operations, page 77

3. We note your response to comment four  in our letter dated May 3 , 2012 .  Please quantify the
impact of each significant item that impacte d your e ffective income tax rate from period to
period.

Other Income, page 79

4. We note you r response to comment five in our letter dated May 3 , 2012 .  Please address the
following:
 Please tell us the nature of the legal entity reorganization executed in  2011 and
correspondingly why the reorganization resulted in you now needing to apply the New
York City and New York State sourcing rules.  Please help us understand why these rules
did not need to be applied prior to the reorganization;
 Please help us und erstand why the application of the rules resulted in you now using the
address of the customer versus the location of the individuals performing the services.
Please clarify if the rules specify that you should use the address of the customer; and

Mr. Laurence A. Tosi
The Blackstone Group L.P.
June 11, 2012
Page 3

 Please help us better understand how the application of the sourcing rules resulted in a
lower effective tax rate and correspondingly a reduction in amounts due to non -
controlling interest holders.

Financial Statements

Consolidated Statement of Changes in Partn ers’ Capital, page 133

5. We note your response to comment nine in our letter dated May 3, 2012.  It appears that the
Appropriated Partners’ Capital column should also be included in equity attributable to The
Blackstone Group L.P.  Please revise your presen tation.  See ASC 810 -10-50-1A(c) and ASC
810-10-55-4L.

6. We note your response to comment 10 in our letter dated May 3, 2012.  We continue to
believe that the amounts reported under the non -controlling interests in consolidated entities
column for net inco me should agree to the amounts reported on your statements of
operations.   In addition, the sum of the net income (loss) and currency translation adjustment
amounts reported in the non -controlling interests columns should equal the amount of
comprehensive income (loss) attributable to non -controlling interests presented on this
statement.   It appears that the amounts currently presented for net income (loss) and currency
translation adjustment under the appropriated partners’ capital column should be reflec ted
instead under a non -controlling interest column.   Reclassification adjustments should then be
made from the non -controlling interest column to the appropriated partners’ capital for each
of these amounts.   Please revise.

7. During the year ended December  31, 2011, you recorded an adjustment to total partners’
capital of $97.8 million which is described as Acquisition Adjustments Relating to
Consolidation of CLO Entities .  Please tell us the nature of these amounts and
correspondingly how you determined th at they should be recorded directly into total partners’
capital rather than through net income (loss).  Please include in your explanation the
accounting guidance you relied upon in determining the appropriate accounting treatment.

Item 11.  Executive Compensation

Summary Compensation Table, page 212

8. We note your response to comment 12 in our letter dated May 3, 2012.   We are unable to
fully evaluate your response without additional information.   In particular, we note that rather
than providing an analysis explaining why disclosure of actual payments rather than
disclosure of the amount of compensation expense accrued for a given period provides the
shareholders with a better understanding of each named executive officer’s annual
compensation, you provide statements such as “…actual payments better ref lect the
compensation paid… particularly given the variability in mere accruals…” which statements

Mr. Laurence A. Tosi
The Blackstone Group L.P.
June 11, 2012
Page 4

 appear broad and conclusory.   Please tell us why your disclosure approach provides  investors
with a clear understanding of the annual compensation earned by the named executive
officers, specifying also the “other metrics” investors rely upon in the relevant period and
why your disclosure approach is consistent with those metrics.   Based on your “Participation
in Performance Fees” disclosure on page 209 where you state that “the aggregate amount of
performance payments payable through [y]our Performance Plans is directly tied to the
performance of the funds,” disclosure of the amount of compensation expense in the
summary compensation table would reflect the an nual performance of the underlying funds,
which in turn would help determine the anticipated compensation with respect to a named
executive officer’s annual performance.

Form 10 -Q for the Period Ended March 31, 2012

General

9. Please address the above comments in your interim filings as well, as applicable.

You may contact Chambre Malone , Staff Attorney , 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 cont act Nudrat Salik, Staff Acc ountant, at (202) 551 -3692 or, in her absence, the
undersigned at (202) 551 -3769  if you have questions regarding comments on the financial
statements and related matters .

       Sincerely,

       /s/ Rufus Decker

Rufus Decker
       Accounting Branch Chief