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SEC Response Letter

 May 17, 2012

VIA COURIER AND EDGAR

RE:

The Blackstone Group L.P.

 Form 10-K for the Year Ended

 December 31, 2011

 File No. 1-33551

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Dear
Mr. Decker:

 On behalf of The Blackstone Group L.P., we are responding to your comment letter, dated May 3, 2012, regarding our Form
10-K for the Year Ended December 31, 2011.

 To assist your review, we have retyped the text of the Staff’s comments in italics
below. Please note that references to page numbers in our responses refer to the page numbers of our EDGAR-filed December 31, 2011 Annual Report on Form 10-K (“2011 Form 10-K”).

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.

 Where
appropriate, we have provided as part of our responses below proposed additional disclosures or other revisions to be made in our future periodic filings, including our future interim filings.

Item 1. Business

Capital Invested In and Alongside 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 Real Estate consolidated side-by-side entities impacted net gains (losses) from fund investment activities. Please help us better understand the nature of these
side-by-side entities and whether they relate to side-by-side investments.

 The Blackstone Group® L.P.

 345 Park Avenue

New York, NY 10154

 212
583-5000

 Mr. Rufus Decker

 May 17, 2012

 Page 2 of 15

 For all of our investment vehicles, we do a careful analysis under accounting principles
generally accepted in the United States of America (“GAAP”) to determine if the investment entity should be consolidated.

 Co-investments are the result of opportunities made available to third party limited partners to make additional investments in the investments made by our funds. Side-by-side investments are the result
of opportunities made available to Blackstone partners and employees to invest in the investments made by our funds. Co-investments are unaffiliated third party monies held in co-investment entities and are not consolidated. The impact to
Blackstone’s consolidated financial statements from these co-investment entities is limited to management and advisory fees and performance fees and related expenses.

 Blackstone may also hold interests in side-by-side entities. When a side-by-side entity is consolidated, its assets and liabilities are included in the consolidated statements of financial condition. The
impact of the net asset/liability, apart from Blackstone’s portion, is effectively offset by a non-controlling interest. The impact on the consolidated statement of operations of a consolidated side-by-side entity is on “Fund
Expenses”, “Other Income - Net Gain (Loss) from Fund Investment Activities” and “Non-Controlling Interests Attributed to Consolidated Entities”. The consolidation of the side-by-side entities, apart from Blackstone’s
portion, effectively has no net impact on the net income attributable to The Blackstone Group L.P., the registrant, and our public common unitholders.

 Because of the effect of the consolidated Blackstone Funds on the statement of financial condition, we presented a supplemental consolidating schedule of the statement of financial condition as
Item 8A. of the 2011 Form 10-K, pages 195-197. This statement separately presents the Consolidated Blackstone Operating Partnerships from the Consolidated Blackstone Funds. We will enhance disclosure in our management’s discussion and
analysis (“MD&A”) regarding Other Income - Net Gains (Losses) from Fund Investment Activities and Non-Controlling Interests in Consolidated Entities. Exhibit A to this letter is what our enhanced 2011 Form 10-K MD&A disclosure
would have been for these items. We were able to include this additional MD&A disclosure in the March 31, 2012 Quarterly Report on Form 10-Q (“March 31, 2012 Form 10-Q”) filed May 7, 2012, pages 61-62, and have reproduced
that disclosure as Exhibit A to this letter. We also enhanced the Non-Controlling Interests in Consolidated Entities policy disclosure commencing with our March 31, 2012 Form 10-Q, page 55, and have reproduced that disclosure as Exhibit B to
this letter.

 Mr. Rufus Decker

 May 17, 2012

 Page 3 of 15

 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-controlling interests in consolidated entities and net income (loss) attributable to
non-controlling interests in Blackstone Holdings to provide investors with a better understanding of the underlying reasons for changes in these line items from period to period. Please also discuss the underlying reasons for changes in the net
income (loss) of your consolidated funds. In this regard, net income (loss) attributable to redeemable non-controlling interests 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 December 31, 2011. In a similar manner, there were significant fluctuations in the amounts of net income (loss) attributable to noncontrolling interests in consolidated entities which are not redeemable and
to non-controlling interests in Blackstone Holdings from the year ended December 31, 2010 to the year ended December 31, 2011. Please also discuss these amounts as a percentage of total net income (loss) and to the extent necessary, how
such amounts are calculated. Refer to Item 303(a)(3) of Regulation S-K and the corresponding instructions and Section 501.12 of the Financial Reporting Codification for guidance.

Under GAAP, we are required to consolidate certain of our funds for which we are either the primary beneficiary or for which we, as
general partner of the fund, are presumed to have control. In addition, we consolidate the Blackstone Holdings partnerships despite holding only a non-controlling interest in the partnerships, as the limited partners do not have the right to
dissolve the partnerships or have substantive kick out rights or participating rights that would overcome the presumption of control by the Partnership.

 The income from consolidated funds is recorded in our consolidated statements of operations as Other Income - Net Gains (Losses) from Fund Investment Activities. We attribute net income (loss) and, where
relevant, comprehensive income (loss), to The Blackstone Group L.P. and redeemable and non-redeemable non-controlling interest in consolidated entities based both on the relative ownership interests of the respective parties as well as the
contractual arrangements that govern allocations of income (loss), including the allocation of management and performance-based fees.

 With respect to the consolidated Blackstone Holdings partnerships, the net income (loss) attributable to non-controlling interests in Blackstone Holdings is calculated based on the relative ownership
interest of the respective parties.

 We will enhance our policy description of Non-Controlling Interests in Consolidated
Entities in our MD&A to address the impact of consolidated side-by-side investment entities on non-controlling interests and also to provide information on our methodology for calculating the amounts attributed to non-controlling interests which
include the attribution based on contractual relationships that govern periodic allocations and relative percentage ownerships. As noted in our response to Comment #2, we will also provide the related MD&A variance analyses. These disclosures
are included in Exhibits A and B to this letter.

4.
 Please provide a comprehensive discussion and analysis of the changes in your provision (benefit) for taxes and corresponding 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 during the year ended December 31, 2011, including equity-based compensation and the
change in tax rate. For each significant

 Mr. Rufus Decker

 May 17, 2012

 Page 4 of 15

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 Financial Reporting Codification for guidance.

 We
will provide an enhanced annual MD&A discussion for the significant variances in the provision (benefit) for taxes and corresponding effective tax rate from period to period. The following is the disclosure we would have provided in the
Consolidated Results of Operations section of our MD&A on page 79 of our 2011 Annual Report on Form 10-K:

 Provision
for Taxes

 Blackstone’s provision for taxes for the periods ended December 31, 2011, 2010 and
2009 was $345.7 million, $84.7 million and $99.2 million, respectively, with an effective tax rate of 447.5%, -16.2% and -4.3%, respectively. Several factors contributed to the increase in the effective tax rate for 2011 compared to 2010.
First, pre-tax book income was $77.3 million for 2011 compared with a pre-tax book loss of $522.7 million for 2010. Second, some deferred tax assets were reversed due to a lower apportionment of income subject to New York City tax. As a
result certain deferred tax assets will no longer be utilized and were reversed, resulting in a higher effective tax rate for 2011. Also, the pre-tax book income (loss) includes a pre-tax loss amount that is passed through to common unitholders and
non-controlling interest and is not taxable to the Partnership and its subsidiaries, which increases the effective tax rate in the year with pretax book income and reduces the rate in the year with a pretax book loss. Finally, the book equity-based
compensation expense exceeds the tax deductible equity-based compensation expense due to the issuance of units that are not tax deductible since they represent a value for value exchange for tax purposes, which also increases the effective tax rate.

 All factors except the reversal of the deferred tax asset are expected to impact the effective tax rate for
future years.

 The increase in the 2010 effective tax rate compared with the prior year resulted from the lower
amount of pre-tax book loss compared with the prior year pre-tax book loss amount.

 Other Income, page 79

5.
You recorded $197.8 million of other income during the year ended December 31, 2011 as a result of the reduction in amounts due to certain 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;

 Mr. Rufus Decker

 May 17, 2012

 Page 5 of 15

•

 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

•

 Please help us understand how you determined the amount of reduction in your tax receivable agreement liability as a result of this law.

 We advise the Staff that the tax law referred to in the disclosures identified by the Staff, which was
not newly enacted, provides the methodology for the sourcing of receipts for apportionment of income to New York City. In 2011, a legal entity reorganization was executed for various business and regulatory purposes. As a result of this legal entity
reorganization (and not a change in law), we and our advisers concluded that the New York City and New York State sourcing rules with respect to the receipts of brokers-dealers should now apply with respect to the income of certain of our entities,
and we applied those rules accordingly, which resulted in the $197.8 million reduction to the amounts due to non-controlling interest holders in connection with the tax receivable agreement. The source of a broker-dealer’s income for those
purposes is based on the address of the customer, whereas our prior sourcing method for those entities was based on the location of the individuals performing the services giving rise to the receipts.

The reduction in the New York City apportionment factor due to this change in sourcing methodology results in a lower effective tax rate
for the corporate subsidiary of The Blackstone Group L.P. that is the obligor under the tax receivable agreement. The tax receivable agreement is further described on pages 225-226 of our 2011 Form 10-K. The amounts due under the tax receivable
agreement represent the obligation of the corporate subsidiary to make payments to certain current or former non-controlling interest holders based upon tax savings realized from the taxable purchases or exchanges of their interests. As these
payments depend on the tax savings actually realized from such purchases and exchanges, the reduction in the effective tax rate and the corresponding reduction in the tax savings realized also results in a reduction in the amounts due under the tax
receivable agreement.

 The amount of reduction in the tax receivable agreement liability was determined by recalculating the
amount of tax savings realized from the amortization of the intangibles resulting from the taxable purchases using the revised effective tax rate and determining the resulting amounts due under the tax receivable agreement. These revised amounts
were compared with the amounts due that were calculated using the effective rate before the change in the sourcing methodology to determine the amount of the reduction in the liability.

As noted in our response to Comment #4, the change in sourcing methodology also resulted in a corresponding increase of
$233.7  million to our Provision for Taxes for the reduction in Deferred Tax Assets, which with the $197.8 million increase to Other Income-Reversal of Tax Receivable Agreement Liability resulted in a loss of $35.9 million in 2011.

6.
 Your income (loss) before provision (benefit) for taxes appears to be materially impacted by net gains from fund investment activities. For 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 the investment activities generating these amounts for each period presented to allow investors to understand the material factors

 Mr. Rufus Decker

 May 17, 2012

 Page 6 of 15

affecting the amounts recognized, realized and unrealized, and any material uncertainties or trends that may impact future results. To the extent necessary, please separately discuss gross
realized gains, gross realized losses, gross unrealized gains, gross unrealized losses, gross unrealized gains reversed, and unrealized losses 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.

 We refer the Staff to our
responses to Comments #2 and #3 and the enhanced disclosure we reproduced in Exhibits A and B.

 With respect to the comment
regarding realized and unr