SecProbe.io

Mail Stop 3233
March 3, 2016

Via E -mail
BX REIT Advisors L.L.C .
Judy Turchin
345 Park Avenue
New York, NY 10154

Re: Blackstone Real Estate Income Trust, Inc.
Draft Registration Statement on Form S -11
Submitted February 1, 2016
  CIK No. 0001662972

Dear Ms. Turchin :

We have reviewed your draft registration statement  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 by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

3. Please provide us with all promotional material and sales literature, including material
that will be used only by broker -dealer s.  In this regard, please note that sales materials

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
March 3, 2016
Page 2

 must set forth a balanced presentation of the risks and rewards to investors and should not
contain any information or disclosure that is inconsistent with or not also provided in the
prospectus.  Please  refer to Item 19.B of Industry Guide 5.  In addition, please confirm
that you will continue to provide us sales materials prior to use for the duration of the
registered offering.

4. Please provide us with a detailed legal analysis of the applicability of t he tender offer
rules, including Rule 13e -4 and Regulation 14E, to your  share repurchase plan .  We urge
you to consider all the elements of your share repurchase plan  in determining whether the
program is consistent with relief granted by the Division of C orporation Finance in prior
no action letters.  See, for example, T REIT Inc. (Letter dated June 4, 2001) and Wells
Real Estate Investment Trust II, Inc. (Letter dated December 3, 2003).  To the extent you
have questions as to whether the program is entire ly consistent with the relief previously
granted by the Division of Corporation Finance, you may contact the division´s Office of
Mergers and Acquisitions.   Please note that we will refer your response to the Office of
Mergers and Acquisition for further r eview.

5. We note that you may conduct the share repurchase program during the offering period of
the shares being registered under this registration statement.  Please be advised that you
are responsible for analyzing the applicability of Regulation M to yo ur share repurchase
program.  We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with the class relief granted by the
Division of Market Regulation in the class exemptive letter grante d Alston & Bird LLP
dated October 22, 2007.  To the extent you have questions as to whether the program is
entirely consistent with that class exemption you may contact the Division of Trading and
Markets at 202 -551-5777.

6. Please revise the outside back co ver page of the prospectus to advise dealers of their
prospectus delivery obligation, including the expiration date specified by Section 4(3) of
the Securities Act.  Please refer to Item 502(b) of Regulation S -K.

7. We note your disclosure on page 187 that p urchases by Blackstone, your directors, your
executive officers and other affiliated persons or entities in this offering will count
towards meeting the minimum offering requirement.  Please revise to clarify if such
persons may purchase in order to meet t he minimum offering threshold, and if so,
disclose the maximum amount of the possible purchases and that any such purchases will
be for investment and not resale.  Refer to Release No. 33 -6455, Question 79 (Mar. 3,
1983).

8. We note your assumption throughout your registration statement that Class T, Class D,
and Class I shares will each comprise one third of the shares sold in the primary offering .
Please revise your disclosure to explain your basis for this assumption.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
March 3, 2016
Page 3

 9. We note your disclosure tha t you reserve the right to reallocate shares of common stock
between the classes identified.  Please provide us your analysis as to why you believe the
classes of shares are the same security for registration purposes.  We note that the classes
differ in o ffering price, underwriting commissions and distribution amounts and that
NAV will be calculated separately for each class.

10. Throughout the prospectus you state that the selling commissions on the Class T shares
are limited to 3.5% and that the Class D sha res bear no selling commission.  The
distribution fee, however, is a form of underwriting compensation that you will pay the
Dealer Manager for the “distribution” or “sale” of your shares.  It appears that the
primary difference between the “selling commis sion” and the “distribution fee” is the
manner of calculation and timing of payment.   If true, please revise your disclosure
throughout the prospectus to clarify that the distribution fee is also part of the selling
commission.

11. We note that your cover page and Estimated Use of Proceeds tables appear to combine
the commission and fees for Class T, Class D, and Class I shares, yet the selling
commissions and distribution fee amounts applicable to each Class differ.  Please tell us
how you determined it wa s appropriate to present combined tables and consider
providing tabular disclosure of Class T, Class D, and Class I shares separately .

12. We note that you have not quantified the distribution fee and “additional items of value”
viewed as underwriting compens ation in the cover page and Estimated Use of Proceeds
tabular summaries.  We also note that you discuss additional underwriting compensation
described as “wholesaling activities” on page 191.  Please note that Industry Guide 5
contemplates the deduction of  underwriting discounts and commissions in the cover page
and use of proceeds tabular summaries.  Please revise these tables or tell us why a
deduction of these amounts is not ap propriate.

Market, Industry and Other Data, page iii

13. We note your statement that some of the information in the prospectus is based on
industry publications and reports generated by third parties and that you have not
independently verified the third -party data.  You also state that investors are cautioned
not to give undue weight  to these estimates.  Please revise to eliminate any implication
that investors are not entitled to rely on the information included in the prospectus.  You
are responsible for the entire content of the registration statement and should not include
languag e that can be interpreted as a disclaimer of information you have chosen to
include.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
March 3, 2016
Page 4

 Prospectus Summary, page 1

How is an investment in shares of your common stock different from listed REITS?, page 6

14. We note your disclosure that your board of direc tors determined the initial offering price
of your shares in its sole discretion.  Please expand your disclosure to describe factors
considered in determining such offering price.  See Item 505(a) of Regulation S -K.

What fees do you pay to the Adviser and  its affiliates?, page 13

15. We note your disclosure on page 15 that you expect the distribution fee on Class T shares
will be paid over seven years from the date of purchase.  Please revise to also state how
long a holder of a Class D share should expect to  pay the distribution fee and the
aggregate dollar amounts that a Class T and Class D holder should expect to pay before
reaching the 8.75% limit.

16. We note your disclosure regarding the calculation of the performance participation
allocation.  Given the co mplexity of the calculation, please consider including a
hypothetical example in the prospectus and describing in plain English in this summary
section of the prospectus.

Risk Factors, page 28

17. We note your risk factor disclosure on page 29 that your abil ity to make distributions is
uncertain and that you may source distributions from sources other than cash flow from
operations.  We also note your disclosure that you expect to pay regular quarterly
distributions commencing with the first full calendar qua rter after the escrow period
concludes .  If your intention is to pay distributions in excess of earnings  and cash flow
from operations, please revise your disclosure to include an affirmative statement to that
effect  and also describe the dilutive impact o f such distributions .

Investment Objectives and Strategies, page 80

18. Please state your policy with respect to each of the activities listed in Item 12 of Form S -
11.  The policy or proposed policy for each activity should be described separately.  If
you do not propose to engage in a particular activity, please include a specific statement
to that effect.  Refer to Item 12 of Form S -11.

Management, page 93

19. Please describe any termination fees th at may be payable to your advise r, dealer manager ,
or any of their affiliates.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
March 3, 2016
Page 5

 Conflicts of Interest, page 116

20. We note your disclosure on page 117 that there will be overlap of real property and real
estate -related securities investment opportunities with certain Other Blackstone
Accounts, including Se lect Blackstone Accounts.  Please consider expanding your
disclosure to provide insight into the size of these competing funds and any procedures
you h ave to allocate opportunities.

Net Asset Value, page 121

21. We note your disclosure on page 122 that the A dviser will receive appraisal reports from
third -party appraisal firms, and based on these appraisals, the Adviser will render a final
valuation in order for your third -party firm to calculate your NAV.  Please clarify
whether any future disclosure of NAV per share will be attributed to the third -party that
calculates your NAV and whether such disclosure will be expertised.  Please also tell us
what consideration you gave to providing the name and consent of the third -party firm.
Please provide us a simila r analysis for the independent valuation advisor.

22. We note your disclosure that reimbursement of organization and offering costs to your
Advisor will not be recorded as a reduction to NAV until such time as the reimbursement
is paid (over a period of 60 mo nths).   Please explain to us how you determined the entire
reimbursable amount should not be reflected as a reduction to NAV.   In your response,
please tell us whether these reimbursable costs will be treated as a liability upon
effectiveness.

23. We note you r disclosure that your process of determining NAV involves the calculation
of various components, including the fair value of properties, securities, and other assets
and liabilities.  Please tell us if your NAV disclosure will provide investors with a
breakdown of each of these components, and, if so, supplementally provide us with an
example.  Please also tell us how often you will update your disclosure on these
components and what type of disclosure you plan to provide investors on the assumptions
used in valuing the various components.

24. We note your disclosure that your NAV per share will not be available at the time of
purchases or repurchases of your common stock  and that the purchase price per share will
be equal to your NAV per share as of the last business day of each month.  We also note
your disclosure that investors will not know at the time they place an order precisely the
price at which the order will be executed.  Please tell us how you intend to update
investors if there has been a significa nt move in NAV from the last business day of the
month to the time of purchase or repurchase.  Please also tell us how you have
determined that this is an appropriate pricing mechanism for a continuous offering.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
March 3, 2016
Page 6

 Liquidity and Capital Resources, page 129

25. We note your disclosure that your Adviser will advance all of your organization and
offering expenses and that you will reimburse the Adviser for all such advanced
expenses.  Please revise to disclose the amount of organization and offering costs
incurred by your Adviser on your behalf to date.

Prior Performance, page 134

26. We note your disclosure on page 134 that the information presented in this section
excludes separately managed accounts and co -investment accounts unless otherwise
noted.  Pleas e provide us your analysis of how you determined that these accounts are not
programs under Industry Guide 5.

27. Please note that aggregate figures should be presented separately for public and non -
public programs.  Please revise your disclosure accordingly or tell us why you believe it
is not material.  Refer to Item 8.A.1 of Industry Guide 5.

28. We note your disclosure on page 135 of programs you consider to have investment
objectives similar to that of your real estate portfolio and real estate -related secur ities
portfolio.  Please tell us how you came to the determination that stabilization and income
stream are sufficient factors to conclude that investment objectives are similar.

29. We note your disclosure on page 138 which generally discusses adverse busi ness
developments.  Please disclose the specific adverse experiences of each program  to the
extent material to investors.  Refer to Item 8.A.2 of Industry Guide 5.

30. Please revise to include an undertaking to provide upon request, for no fee, the most
recen t Form 10 -K Annual Report filed with the Commission by any prior public program
that has reported to the Commission within the last twenty -four months and to provide,
for a reasonable fee, the exhibits to such Form 10 -K.  Alternatively, revise to state you
will make such information available on your website.  Refer to Item 8.A.3 of Industry
Guide 5 and our Disclosure Guidance Topic No. 6.

Appendix A: Prior Performance Tables, page A -1

31. We note that Tables I and III should include information only for programs the offering
of which has closed.  Please tell us how you determined that it is appropriate to include
disclosure of open -ended funds in these tables.  Refer to Appendix II to Industry Guide 5.

Table III – Operating Results of Prior Programs, pag e A-3

32. With respect to Table III and the source of distributions, please revise to separately
quantify the source of distributions from (i) operations , (ii) sale of properties , and (iii)

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
March 3, 2016
Page 7

 refinancings .  In addition, please revise to specifically quantify th e sources and amounts
``From all other sources.´´

You may contact Paul Cline, Staff Accountant,  at (202) 551 -3851  or Eric McPhee, Staff
Accountant,  at (202) 551 -3693  if you have questions regarding comments on the financial
statements and related matters.