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 VIA EDGAR
 August 1, 2025   
 Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549
 Attention: Stacie Gorman

 Re:
 Acceleration Request for Blackstone Real Estate Income Trust, Inc.

  
 Registration Statement on Form S-11 (File No. 333-280059) Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the request of our client, Blackstone Real Estate Income Trust,
Inc., that effectiveness of the above-referenced Registration Statement on Form S-11 be accelerated to 10:00 a.m., Eastern Time, on August 5, 2025, or as soon as practicable thereafter.
 Please do not hesitate to call me at (212) 455-2516 with any questions.

 Sincerely,

 /s/ Benjamin Wells

 Benjamin Wells

 Blackstone Real Estate Income Trust, Inc.
 345 Park Avenue New
York, New York 10154 August 1, 2025   
 Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549
 Attention: Stacie Gorman

 Re:
 Acceleration Request for Blackstone Real Estate Income Trust, Inc.

  
 Registration Statement on Form S-11 (File No. 333-280059) Dear Ladies and Gentlemen:
 Blackstone Real Estate Income Trust, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended,
hereby requests that the effective date of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”) be accelerated so that the Registration Statement may become
effective at 10:00 a.m., Eastern Time, on August 5, 2025, or as soon thereafter as practicable. The Registrant hereby authorizes
Benjamin Wells of Simpson Thacher & Bartlett LLP to orally modify or withdraw this request for acceleration. We request that we
be notified of such effectiveness by telephone call to Benjamin Wells at (212) 455-2516.
 [ Signature Page Follows ]

 Very truly yours,

 BLACKSTONE REAL ESTATE INCOME TRUST, INC.

 By:

 /s/ Leon Volchyok

 Name:

 Leon Volchyok

 Title:

 Chief Legal Officer and Secretary

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<TEXT>
 June 24, 2025

Anthony F. Marone, Jr.
Chief Financial Officer and Treasurer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York, NY 10154

 Re: Blackstone Real Estate Income Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 000-55931
Dear Anthony F. Marone, Jr.:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
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 345 Park Avenue
 New York, NY 10154
 BREIT.com
 June 20, 2025   

 RE:
 Blackstone Real Estate Income Trust, Inc.

  
 Form 10-K for the fiscal year ended December 31, 2024

  
 File No. 000-55931
 VIA EDGAR Eric McPhee
 Jennifer Monick United States Securities and Exchange Commission
 Division of Corporation Finance Office of Real
Estate & Construction 100 F Street, NE Washington,
D.C. 20549 Mr. McPhee and Ms. Monick: This letter sets
forth the response of Blackstone Real Estate Income Trust, Inc. (the “Company”) to the comment letter of the staff of the Securities and Exchange Commission (the “SEC”, and such staff thereof, the “Staff”) dated
June 13, 2025, relating to the above-referenced filing. To assist your review, we have retyped the text of the Staff’s comments in italics below and provided the Company’s responses thereto immediately below each comment.
 Form 10-K for the Year Ended December 31, 2024 (the “Form
 10-K”) Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
 Purchases of Equity Securities Funds from
Operations, Adjusted Funds from Operations and Funds Available for Distribution , page 105

 1.
 We note your adjustment of $154,536,000 labeled Other to arrive at AFFO attributable to BREIT stockholders
and to arrive at AFFO attributable to BREIT stockholders and OP unitholders. Please tell us and enhance your disclosure to clarify the nature of the items in the adjustment.
 The Company notes that the adjustment labeled “Other” includes amortization of mortgage premium/discount, organization costs, severance
costs, amortization of above- and below-market lease intangibles, settlement costs and amortization of non-real estate assets, none of which are individually quantitatively or qualitatively material to present
separately. These items are included in the definition of Adjusted Funds from Operations (“AFFO”), specifically the discussion of adjustments to Funds from Operations (“FFO”) to arrive at AFFO in the second paragraph on page 105,
preceding the tabular presentation of AFFO. In future periodic reports filed with the SEC, beginning with the Company’s Form 10-Q for the quarter ended June 30, 2025, the Company will also footnote
the adjustment labeled Other to clarify the nature of the items included. The following is the proposed enhanced disclosure the Company will include in future periodic reports. New text is presented in blue/underlined font.

 The following table presents a reconciliation of net loss attributable to BREIT stockholders to FFO, AFFO
and FAD attributable to BREIT stockholders ($ in thousands):

 Year Ended December 31,

 2024

 2023

 2022

 Net loss attributable to BREIT stockholders

 $
 (890,549
 )

 $
 (691,822
 )

 $
 (883,519
 )

 Adjustments to arrive at FFO:

 Depreciation and amortization

 3,862,856

 4,167,620

 4,504,687

 Impairment of investments in real estate

 382,309

 238,531

 33,554

 Net gain on dispositions of real estate

 (2,206,363
 )

 (2,379,427
 )

 (799,154
 )

 Net loss (gain) on change in control

 11,434

 5,364

 (20,370
 )

 Amount attributable to non-controlling interests for above
adjustments

 (297,302
 )

 (386,303
 )

 (326,759
 )

 FFO attributable to BREIT stockholders

 862,385

 953,963

 2,508,439

 Adjustments to arrive at AFFO:

 Performance participation allocation

 — 

 — 

 742,670

 Incentive compensation awards

 77,400

 67,435

 35,475

 Loss on extinguishment of debt

 111,623

 40,300

 11,476

 Changes in fair value of financial
instruments (1)

 51,444

 943,008

 (1,113,318
 )

 Straight-line rental income and expense

 (203,159
 )

 (208,762
 )

 (270,223
 )

 Amortization of deferred financing costs

 260,833

 250,933

 177,354

 Amortization of restricted stock awards

 77,959

 62,861

 9,381

 Other (2)

 154,536

 17,391

 7,979

 Amount attributable to non-controlling interests for above
adjustments

 (9,216
 )

 (36,764
 )

 23,251

 AFFO attributable to BREIT stockholders

 1,383,805

 2,090,365

 2,132,484

 Adjustments to arrive at FAD:

 Management fee

 713,643

 839,237

 837,687

 Recurring tenant improvements, leasing commissions, and other capital expenditures (2) (3)

 (666,548
 )

 (644,193
 )

 (515,820
 )

 Stockholder servicing fees

 (177,129
 )

 (207,406
 )

 (214,625
 )

 Realized losses (gains) on financial
instruments (1)

 (117,173
 )

 (324,573
 )

 (369,064
 )

 Amount attributable to non-controlling interests for above
adjustments

 18,660

 (15,034
 )

 (5,188
 )

 FAD attributable to BREIT stockholders

 $
 1,155,258

 $
 1,738,396

 $
 1,865,474

 (1)
 Changes in fair value of financial instruments primarily relates to mark-to-market changes on our investments in real estate debt, change in net assets of consolidated securitization vehicles, investments in equity securities, and derivatives. Realized losses (gains) on
financial instruments primarily results from the sale of our investments in real estate debt and equity securities, and derivatives.

 (2)
 Other adjustments to arrive at AFFO for the year ended December 31, 2024 primarily include
amortization of non-real estate assets, settlement costs, and severance costs, and to a lesser extent amortization of mortgage premium/discount, organization costs, and amortization of above-and-below market lease intangibles.

 (3)
 Recurring tenant improvements and leasing commissions are generally related to second-generation leases and
other capital expenditures required to maintain our investments. Other capital expenditures exclude projects that we believe will enhance the value of our investments
 2

 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Investment Portfolio, page 112

 2.
 We note your presentation of gross asset value in your tabular disclosure on page 113 and your footnote
(6) to the table. It appears this measure includes your allocable share of the fair value of real estate investments held by unconsolidated entities. Please advise, or revise to explicitly clarify what is presented within this measure.
 The calculation of gross asset value (“GAV”) included in the tabular disclosure on page 113 is consistent with the discussion
of Net Asset Value (“NAV”) in the Components of NAV table on page 100, including footnotes (1) and (2) to such table. GAV includes $89.4 billion of value allocable to the Company from its consolidated real estate
properties and $25.7 billion of value allocable to the Company from real estate properties owned by its unconsolidated entities. In future periodic reports filed with the SEC, beginning with the Company’s Form 10-Q for the quarter ended June 30, 2025, the Company will amend footnote (6) to the table on page 113 to similarly clarify what is included within GAV in this table. The following is the proposed new
disclosure the Company will include in footnote (6), replacing the current language in footnote (6) in its entirety: Gross Asset Value consists of
our allocable share of consolidated real estate properties ($89.4 billion) and our allocable share of the gross real estate value held by unconsolidated entities ($25.7 billion), in each case excluding the value of any third-party interests in such
real estate investments. Such amounts are measured on a fair value basis.

 3.
 We note your presentation of segment revenue in your tabular disclosure on page 113. We further note your
footnote (7) to the table indicates this measure includes your allocable share of revenues generated by unconsolidated entities. It appears such measure may be a non-GAAP measure. Please tell how you
determined it was unnecessary to include the disclosures required by Item 10(e) of Regulation S-K, or revise to include such disclosures and provide us an example of your proposed disclosures. In your
response, please also address your consideration of whether the label “Segment Revenues” is the same as, or confusingly similar to, titles or descriptions used for GAAP financial measures, or revise to relabel the column and provide us
with your proposed label. The Company acknowledges the Staff’s comment and in future periodic reports filed with the SEC,
beginning with the Company’s Form 10-Q for the quarter ended June 30, 2025, the Company intends to revise this disclosure as set forth in Exhibit A to this response letter, which contains the
Company’s proposed new disclosure, marked against its most recent Form 10-K disclosure to facilitate the Staff’s review. As provided in Exhibit A, the label “Segment Revenue” has been
updated to “Property Sector Revenue.” Results of Operations
 Same Property NOI, page 125

 4.
 We note you have excluded non-core property expenses to arrive at
NOI attributable to BREIT Stockholders. Please address the following:

 •

 Please tell us and revise your filing to clarify the nature of these expenses

 •

 Tell us and revise your filing to clarify how you determined the exclusion of these expenses is useful to
investors.

 •

 Please clarify for us if these expenses are normal, recurring, cash operating expenses necessary to operate
your business. Please refer to Item 10(e) of Regulation S-K and Question
100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. The Company acknowledges
the Staff’s comment and notes that Net Operating Income (“NOI”) is a supplemental non-GAAP measure of our property-specific operating results that it believes is meaningful because it enables
management, investors, analysts, and other users of financial statements to evaluate the financial performance of the Company’s operating property portfolio, including through rents, leasing activity, property expenses, and other controllable
property operating results at our properties, as distinct from corporate-level performance, and is often used as a key input to capitalization rate-based real estate portfolio valuation estimates.
 The real estate industry widely uses NOI as a standard measure of property-level operating performance to reflect the net results of a distinct set of
property-related operating activities. Industry convention has shaped a consistent framework of operating activities included in NOI as a performance metric, which generally includes:

 •

 Revenues from renting and leasing properties;

 •

 Revenues from ancillary activities or services provided to tenants;

 •

 Expenses for property management;

 •

 Expenses for property repairs and maintenance;

 •

 Expenses for insuring and marketing properties;

 •

 Other property-specific expenses such as property taxes and utilities; and

 •

 Other revenue and expense items directly related to a property’s ability to generate income and maintain
operations.
 3

 Consistent with longstanding real estate industry practice, NOI excludes corporate-level expenses, including
normal, recurring, cash operating expenses necessary to operate the Company, such as general and administrative expenses and external advisor management fees, as these are not relevant to analyzing property portfolio operating performance.
Similarly, non-core property expenses, such as accounting and tax services, legal and professional fees, treasury services, asset management fees (which are separate and distinct from property management
expenses), income and franchise taxes, casualty losses, and other non-operating expenses incurred at the portfolio level, are excluded as they are not directly related to property operating activities. These
items have been excluded from the calculation of NOI to align with the industry-standard definition and purpose of such metric. While a number of the
expense items consistently excluded from NOI by REITs and other real estate operating companies are “normal, recurring, cash operating expenses necessary to operate the company”, the Staff has traditionally not objected to these
adjustments given the widespread use of NOI by REIT analysts and investors who often analyze the performance of a real estate company’s property portfolio separately from the performance of the company as a whole.
 Importantly, these corporate-level expenses and non-core property expenses are included in the non-GAAP supplemental measures presented by the Company to reflect the performance of the Company as a whole. These company-level non-GAAP performance metrics that include
such expenses are FFO, AFFO, and Funds Available for Distribution, which are described on pages 105-107 of the Form 10-K.
 In future periodic reports filed with the SEC, beginning with the Company’s Form 10-Q for the quarter ended
June 30, 2025, the Company will update the label “Non-core property expenses” to “Portfolio-level corporate costs,” and the Company will include a footnote below the relevant tables to
clarify the nature of this item. The following is the proposed enhanced disclosure the Company will include in future periodic reports. New text is presented in blue/underlined font.
 For the year ended December 31, 2024 and 2023, our Same Property portfolio consisted of 899 rental housing, 2,983 industrial, two net lease, 33 data
centers, 245 hotel, 79 self storage, 64 retail, and 14 office properties. The following table reconciles GAAP net (loss) income to Same Property NOI for the year ended December 31, 2024 and 2023 ($ in thousands):

 Year Ended December 31,

 Change

 2024

 2023

 $

 Net loss

 $
 (979,782
 )

 $
 (979,961
 )

 $
 179

 Adjustments to reconcile to Same Property NOI

 General and administrative

 64,499

 69,176

 (4,677
 )

 Management fee

 713,643

 839,237

 (125,594
 )

 Impairment of investments in real estate

 382,174

 236,071

 146,103

 Depreciation and amortization

 3,573,427

 3,811,218

 (237,791
 )

 Loss (income) from unconsolidated entities

 82,581

 (119,941
 )

 202,522

 Income from investments in real estate debt

 (744,895
 )

 (798,164
 )

 53,269

 Change in net assets of consolidated securitization vehicles

 (201,614
 )

 (191,703
 )

 (9,911
 )

 Loss from interest rate derivatives

 208,185

 755,519

 (547,334
 )

 Net gain on dispositions of real estate

 (2,130,204
 )

 (1,935,021
 )

 (195,183
 )

 Interest expense, net

 3,335,868

 3,072,741

 263,127

 Loss on extinguishment of debt

 107,736

 40,300

 67,436

 Other expense

 63,366

 3,319

 60,047

 Non-core property operating
expenses Portfolio-level corporate costs (1)

 721,183

 643,681

 77,502

 Incentive compensation awards (1) (2)

 72,498

 55,113

 17,385

 Lease termination fees

 (9,650
 )

 (5,109
 )

 (4,541
 )

 Amortization of above and below-market lease intangibles

 (45,822
 )

 (62,670
 )

 16,848

 Straight-line rental income and expense

 (153,730
 )

 (171,849
 )

 18,119

 NOI from unconsolidated entities

 865,045

 810,923

 54,122

 NOI attributable to non-controlling interests in
consolidated joint ventures

 (474,588
 )

 (447,230
 )

 (27,358
 )

 NOI attributable to BREIT stockholders

 5,449,920

 5,625,650

 (175,730
 )

 Less: Non-Same Property NOI attributable to BREIT
stockholders

 613,068

 979,188

 (366,120
 )

 Same Property NOI attributable to BREIT stockholders

 $
 4,836,852

 $
 4,646,462

 $
 190,390

 (1)
 Portfolio-level corporate costs include accounting and tax services, legal and
professional fees, treasury services, asset management fees, income and franchise taxes, casualty losses, and other non-operating expenses incurred at the portfolio level.

 (2)
 Included in rental property operating and hospitality operating expense on our Consolidated Statements of
Operations.
 4

 If you should have any questions regarding the items discussed in this response letter, please contact me at
Tony.Marone@Blackstone.com, or, in my absence, Paul Kolodziej, the Company’s Deputy Chief Financial Officer at Paul.Kolodziej@Blackstone.com or Leon Volchyok, the Company’s Chief Legal Officer and Secretary at Leon.Volchyok@Blackstone.com.

 Sincerely,

 /s/ Anthony Marone

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Anthony F. Marone, Jr.
Chief Financial Officer and Treasurer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York, NY 10154

 Re: Blackstone Real Estate Income Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 000-55931
Dear Anthony F. Marone, Jr.:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer
Purchases of Equity Securities
Funds from Operations, Adjusted Funds from Operations and Funds Available for
Distribution, page 105

1. We note your adjustment of $154,536,000 labeled Other to arrive at AFFO
 attributable to BREIT stockholders and to arrive at AFFO attributable to
BREIT
 stockholders and OP unitholders. Please tell us and enhance your
disclosure to clarify
 the nature of the items in this adjustment.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Investment Portfolio, page 112

2. We note your presentation of gross asset value in your tabular
disclosure on page 113
 and your footnote (6) to the table. It appears this measure includes
your allocable
 June 13, 2025
Page 2

 share of the fair value of real estate investments held by
unconsolidated entities.
 Please advise, or revise to explicitly clarify what is presented within
this measure.
3. We note your presentation of segment revenue in your tabular disclosure
on page 113.
 We further note your footnote (7) to the table indicates this measure
includes your
 allocable share of revenues generated by unconsolidated entities. It
appears such
 measure may be a non-GAAP measure. Please tell how you determined it was
 unnecessary to include the disclosures required by Item 10(e) of
Regulation S-K, or
 revise to include such disclosures and provide us an example of your
proposed
 disclosures. In your response, please also address your consideration of
whether the
 label "Segment Revenues" is the same as, or confusingly similar to,
titles or
 descriptions used for GAAP financial measures, or revise to relabel the
column and
 provide us with your proposed label.
Results of Operations
Same Property NOI, page 125

4. We note you have excluded non-core property expenses to arrive at NOI
attributable
 to BREIT stockholders. Please address the following:
 Please tell us and revise your filing to clarify the nature of these
expenses.
 Tell us and revise your filing to clarify how you determined the
exclusion of these
 expenses is useful to investors.
 Please clarify for us if these expenses are normal, recurring, cash
operating
 expenses necessary to operate your business.
 Please refer to Item 10(e) of Regulation S-K and Question 100.01 of the
Non-GAAP
 Financial Measures Compliance and Disclosure Interpretations.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 17, 2024
Frank Cohen
Chief Executive Officer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York, NY 10154
Re:Blackstone Real Estate Income Trust, Inc.
Registration Statement on Form S-11
Filed June 7, 2024
File No. 333-280059
Dear Frank Cohen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Benjamin C. Wells, Esq.

United States securities and exchange commission logo
January 8, 2024
Anthony Marone
Chief Financial Officer and Treasurer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York, NY 10154
Re:Blackstone Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2022
File No. 000-55931
Dear Anthony Marone:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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CORRESP

345 Park Avenue

New York, NY 10154

BREIT.com

 August 22, 2023

 RE:

 Blackstone Real Estate Income Trust, Inc.

 Form 10-K for the year ended December 31, 2022;
filed on March 17, 2023

 Form 10-Q for the quarterly period ended March 31,
2023, filed on May 12, 2023

 File No. 000-55931

 VIA EDGAR

 Paul Cline

 Robert Telewicz

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

 Mr. Cline and Mr. Telewicz:

This letter sets forth the response of Blackstone Real Estate Income Trust, Inc. (the “Company”) to the comment letter of the staff of the Securities
and Exchange Commission (the “Staff”) dated August 10, 2023, relating to the above-referenced filings. To assist your review, we have retyped the text of the Staff’s comments in italics below and provided the Company’s
responses thereto immediately below each comment.

 Form 10-K for the Year Ended December 31, 2022

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Net Asset Value, page 87

1.
 We note your response to comment 1. Please provide us with a quantitative detail or reconciliation of how
you derived the amount of net asset value (“NAV”) allocated to each class of share. This quantitative information should be based on the multiple factors listed in your response (e.g. class-specific adjustments for issuances of shares that
were effective on the first calendar day of the month, repurchases that were effective on the last calendar day of the month, declared dividends and stockholder servicing fees). In your response, please supplement your quantitative information with
sufficient narrative disclosure to clearly explain how each component is derived. Additionally, please tell us what consideration you gave to enhancing your NAV disclosures in your filing to provide this quantitative information to enable investors
to better understand how you allocated NAV to each class of share.

 The Company considered whether to modify its NAV disclosures to
include additional quantitative information regarding how NAV was allocated to each share class and determined that the detailed monthly calculation would not provide meaningful information to stockholders. The Company believes that the narrative
disclosure that is included in the Company’s most recent Form 10-Q for the quarter

ended June 30, 2023 (the “Q2 Form 10-Q”) provides sufficient disclosure of the NAV calculation for each share class by disclosing that the
allocation is pro rata to the relative size of each share class. In addition, the detailed NAV allocation calculation is performed on a monthly basis, while the Company’s Form 10-Q is reported on a
quarterly basis. To disclose the quantitative NAV allocation by share class, the Company would need to provide the calculations for all months covered by each Form 10-Q or
10-K, which the Company believes would be overly-detailed and could cause confusion for the reader of its Form 10-Qs and 10-Ks.

 Further, the quarterly subscriptions, repurchases, stockholder servicing fee, and distribution amounts are included in the Company’s Form 10-Q and its monthly returns are included on the Company’s website. As such, a reader of the Company’s financial statements would be able to recalculate the approximate NAV allocated to each share class
using this publicly available information.

 Concurrently herewith, the Company is supplementally providing to the Staff an example of the quantitative
detail for how the Company derived the NAV allocated to each class of shares for the month ended June 30, 2023, including supplemental narrative in the form of footnotes to clearly explain how each component of the calculation is derived. Such
additional information is being provided on a confidential basis pursuant to 17 C.F.R. § 200.83.

 Form
10-Q for the quarterly period ended March 31, 2023

 Item 1 Financial Statements

14. Equity and Redeemable Non-controlling Interest, page 33

2.
 We have considered your response to our prior comment 2. Please revise your disclosure to clarify that
although the Regents of the University of California have the option to request repurchase of their class I common stock after January 2028, any repurchase request is still subject to all of the conditions of the Company’s share repurchase
plan.

 The Company expanded the disclosure in its Q2 Form 10-Q to clarify that any
repurchase request from the University of California is still subject to the Company’s share repurchase plan. The following is an excerpt from the “Common Stock” section of Note 14. Equity and Redeemable Non-controlling Interest from the Company’s Q2 Form 10-Q. New text is presented in blue/underlined font.

Common Stock

 As of
January 1, 2023, the Regents of the University of California (“UC Investments”), subscribed for an aggregate 268.9 million Class I shares for a total purchase price of $4.0 billion. The investment was made at the
Company’s January 1, 2023 public offering price with fees and terms consistent with existing stockholders. In connection with this investment, a subsidiary of Blackstone entered into a long-term strategic venture with UC Investments.

Blackstone contributed $1.0 billion of its current holdings in the Company as part of the strategic venture, which provides a waterfall
structure with UC Investments receiving a 11.25% minimum annualized net return on its investment in the Company (supported by a pledge of Blackstone’s contribution) and upside from its investment. In exchange, Blackstone will be entitled to
receive an incremental 5% cash promote payment from UC Investments on any returns received in excess of the specified minimum, in addition to the existing management and incentive fees borne by all holders of Class I shares of the Company. The
pledge will also

 2

extend to any appreciation and dividends received by Blackstone in respect of the contributed $1.0 billion. After January 2028, the parties have the option to request repurchase of their
investments ratably over two years (a minimum average 6-year hold) and any such request will be subject to the terms of our share
repurchase plan, as defined below, or policy with Respect to Repurchase of Adviser Class I Shares, dated as of March 10, 2021, filed as exhibit 99.1 to the Company’s Registration Statement on Form
S-11 (File No. 333-260168), as applicable.

On March 1, 2023, UC Investments subscribed for an additional 33.9 million Class I shares for a total purchase price of
$500.0 million. This investment was made at the Company’s March 1, 2023 public offering price with fees and terms consistent with existing stockholders. Blackstone contributed an incremental $125.0 million of its current holdings
in the Company on the same terms described above.

 If you should have any questions regarding the items discussed in this response letter, please contact
me at Tony.Marone@Blackstone.com, or, in my absence, Paul Kolodziej, the Company’s Chief Accounting Officer at Paul.Kolodziej@Blackstone.com or Leon Volchyok, the Company’s Chief Legal Officer and Secretary at Leon.Volchyok@Blackstone.com.

Sincerely,

/s/ Anthony Marone

Chief Financial Officer

 cc: Benjamin Wells, Simpson Thacher & Bartlett LLP

 3

United States securities and exchange commission logo
August 10, 2023
Anthony Marone
Chief Financial Officer and Treasurer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York , New York 10154
Re:Blackstone Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed March 17, 2023
Form 10-Q for the quarterly period ended March 31, 2023
Filed May 12, 2023
File No. 000-55931
Dear Anthony Marone:
            We have reviewed your July 21, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 7, 2023 letter.
Form 10-K for the Year Ended December 31, 2022
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Net Asset Value, page 87
1.We note your response to comment 1.  Please provide us with a quantitative detail or
reconciliation of how you derived the amount of net asset value (“NAV”) allocated to
each class of share.  This quantitative information should be based on the multiple factors
listed in your response (e.g. class-specific adjustments for issuances of shares that were
effective on the first calendar day of the month, repurchases that were effective on the last
calendar day of the month, declared dividends and stockholder servicing fees).  In your

 FirstName LastNameAnthony Marone
 Comapany NameBlackstone Real Estate Income Trust, Inc.
 August 10, 2023 Page 2
 FirstName LastName
Anthony Marone
Blackstone Real Estate Income Trust, Inc.
August 10, 2023
Page 2
response, please supplement your quantitative information with sufficient narrative
disclosure to clearly explain how each component is derived.  Additionally, please tell us
what consideration you gave to enhancing your NAV disclosures in your filing to provide
this quantitative information to enable investors to better understand how you allocated
NAV to each class of share.
Form 10-Q for the quarterly period ended March 31, 2023
Item 1 Financial Statements
14. Equity and Redeemable Non-controlling Interest, page 33
2.We have considered your response to our prior comment 2.  Please revise your disclosure
to clarify that although  the Regents of the University of California have the option to
request repurchase of their class I common stock after January 2028, any repurchase
request is still subject to all of the conditions of the Company's share repurchase plan.

            You may contact Paul Cline at (202)551-3851 or Robert Telewicz at (202)551-3438 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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CORRESP

 345 Park Avenue

New York, NY 10154

BREIT.com

 July 21, 2023

RE:
 Blackstone Real Estate Income Trust, Inc.

Form 10-K for the year ended December 31, 2022; filed on March 17, 2023

Form 10-Q for the quarterly period ended March 31, 2023, filed on May 12, 2023

File No. 000-55931

 VIA EDGAR

Paul Cline

 Robert Telewicz

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Real Estate & Construction

100 F Street, N.E.

 Washington, D.C. 20549

Mr. Cline and Mr. Telewicz:

 This letter sets forth
the response of Blackstone Real Estate Income Trust, Inc. (the “Company”) to the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated July 7, 2023, relating to the above-referenced
filings. To assist your review, we have retyped the text of the Staff’s comments in italics below and provided the Company’s responses thereto immediately below each comment.

Form 10-K for the year ended December 31, 2022

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Net Asset Value, page 87

1.
 Please address the following with respect to your net asset value disclosure:

•

 Please expand your disclosure to include a discussion of the methodologies used to determine fair value
of your assets and liabilities for purposes of calculating net asset value. To the extent this disclosure is included elsewhere in your filing (e.g. financial statement disclosures related to valuation of investments in real estate debt) provide a
cross reference to that disclosure. Please provide an example of any proposed changes to your disclosure in your response.

•

 Please clarify for us, and expand your disclosure to discuss, how net asset value is allocated among
the different share classes (e.g. $23.7 billion allocated to class S, $35.5 billion allocated to class I etc). In your response and expanded disclosure, please explain how you incorporate stockholder servicing fees in this allocation.

 The Company notes that disclosure of the methodologies used by the Company to determine fair value of its
assets and liabilities for purposes of calculating net asset value (“NAV”) is currently included in “Net Asset Value Calculation and Valuation Guidelines” in the prospectus, dated April 18, 2023 (as further supplemented),
for its continuous public offering of common stock (the “Prospectus”). In future periodic reports filed with the Securities and Exchange Commission, beginning with the Company’s Form 10-Q for the quarter ended June 30, 2023, the
Company intends to revise the disclosure regarding its NAV in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Exhibit A to this response letter contains the
Company’s proposed disclosure, marked against its most recent Form 10-Q disclosure to facilitate the Staff’s review. As provided in Exhibit A, at the end of each month, any change in the Company’s aggregate NAV (whether an
increase or decrease) is allocated among each class of shares (including OP units) based on each class’s relative percentage of the previous month’s aggregate NAV adjusted for issuances of shares that were effective on the first calendar
day of such month and repurchases that were effective on the last calendar day of such month. Following the allocation of such change in NAV, the NAV of each share class is reduced by the declared dividend and stockholder servicing fees, as
applicable.

 As further described in Exhibit A, the stockholder servicing fee for each applicable class of shares is calculated by multiplying the
accrued monthly stockholder servicing fee rate (i.e., 1/12th of the total annual stockholder servicing fee rate for each applicable class of shares) by the aggregate NAV of such class of shares for that month, after adjustment for any changes in
NAV.

 Form 10-Q for the quarterly period ended March 31, 2023

Item 1 Financial Statements

 14. Equity and
Redeemable Non-controlling Interest, page 33

2.
 It appears that you have accounted for the investment made by the Regents of the University of California as
permanent equity. We note your disclosure that after January 2028, the parties (including the Regents of the University of California) have the option to request repurchase of their investments ratably over two years. Given this redemption feature,
tell us how you determined the UC Investment should be accounted for as permanent equity. In your response, clarify for us whether the UC Investment is subject to the same redemption limitations placed on other investments and if the board of
directors has the option to otherwise limit redemption.

 The Company references the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) guidance in paragraph ASC 480-10-S99-3A(2), which states:

 ASR
268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable

(1) at a fixed or determinable price on a fixed or determinable date,

(2) at the option of the holder, or

(3) upon the occurrence of an event that is not solely within the control of the issuer.

 2

 The Company also references the FASB ASC guidance in paragraph ASC 480-10-S99-3A(3), which states:

Although ASR 268 specifically describes and discusses preferred securities, the SEC staff believes that ASR 268 also provides analogous guidance for other
redeemable equity instruments including, for example, common stock, derivative instruments, noncontrolling interests.

 The Regents of the University
of California (“Regents”) is invested in the Company’s Class I common stock and, in addition to a five-year lock-up period ending January 2028, its investment is subject to all of the conditions of the Company’s share repurchase
plan, including repurchase limitations. As part of the share repurchase plan, a stockholder may request repurchase at the most recent share price on a monthly basis. However, as noted in the “Share Repurchases” section on page 306 of the
Prospectus, the Company may determine to repurchase fewer shares than have been requested to be repurchased under its share repurchase plan in any particular month, or none at all, in its discretion at any time. Further, the board of directors may
choose to modify or suspend the share repurchase plan (including to waive the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in the Company’s best interest and the best interest
of its stockholders. Accordingly, Regents does not have the option to require the Company to repurchase its investment.

 Therefore:

•

 criteria (1) of ASC 480 is not met as there is no fixed or determinable date or price at which the
securities would be redeemable,

•

 criteria (2) of ASC 480 is not met as the Company has the option to repurchase fewer shares than have been
requested, or none at all, in its own discretion vs. at the option of Regents, and

•

 criteria (3) of ASC 480 is not met as there is no event that would require redemption that is not solely
within the control of the Company.

 As such, the Company believes it has appropriately accounted for the investment made by Regents as
permanent equity in accordance with the guidance in paragraph ASC 480-10-S99. This approach is consistent with the Company’s other shares of common stock, which are also subject to the terms of the Company’s share repurchase plan.

If you should have any questions regarding the items discussed in this response letter, please contact me at Tony.Marone@Blackstone.com, or, in my absence,
Paul Kolodziej, the Company’s Chief Accounting Officer at Paul.Kolodziej@Blackstone.com or Leon Volchyok, the Company’s Chief Legal Officer and Secretary at Leon.Volchyok@Blackstone.com.

Sincerely,

/s/ Anthony Marone

Chief Financial Officer

 cc: Benjamin Wells, Simpson Thacher & Bartlett LLP

 3

 Exhibit A

The following is an excerpt from the “Net Asset Value” section of Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations from the Company’s Form 10-Q for the three months ended March 31, 2023, marked to reflect proposed incremental disclosure of the methodologies used by the Company to determine fair
value of its assets and liabilities for purposes of calculating net asset value. New text is presented in red font and replaced text is presented as strikethrough text in blue font.

Net Asset Value

 Our board of
directors, including a majority of our independent directors, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by the Adviser in connection with our NAV calculation. These guidelines are designed to
produce a fair and accurate estimate of the price that would be received for our investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about our investments.

 The calculation of our NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities
as described below and will likely differ from the book value of our equity reflected in our financial statements. As a public company, we are required to issue financial statements based on historical cost in accordance with GAAP. To calculate our
NAV for the purpose of establishing a purchase and repurchase price for our shares, we have adopted a model, as explained below, that adjusts the value of our assets and liabilities from historical cost to fair value generally in accordance with the
GAAP principles set forth in FASB Accounting Standards Codification Topic 820, Fair Value Measurements. The Adviser will calculate the fair value of our real estate properties monthly based in part on values provided by third-party independent
appraisers and such calculation will be reviewed by an independent valuation advisor as further discussed below.

 Because
these fair value calculations will involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair
value. While we believe our NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires us to calculate NAV in a certain way. As a result, other public REITs may use different
methodologies or assumptions to determine NAV. In addition, NAV is not a measure used under GAAP and the valuations of, and certain adjustments made to, our assets and liabilities used in the determination of NAV will differ from GAAP. You should
not consider NAV to be equivalent to stockholders’ equity or any other GAAP measure.

 The following valuation methods
are used for purposes of calculating the significant components of our NAV:

•

 Consolidated properties are initially valued at cost, which we expect to represent fair
value at the time of acquisition. Subsequently, consolidated properties are primarily valued using the discounted cash flow methodology (income approach), whereby a property’s value is calculated by discounting the estimated cash flows and the
anticipated terminal value of the subject property by the assumed new buyer’s normalized weighted average cost of capital for the subject property. Consistent with industry practices, the income approach also incorporates subjective judgments
regarding comparable rental and operating expense data, capitalization or discount rate, and projections of future rent and expenses based on appropriate evidence as well as the residual value of the asset as components in determining value. Other
methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. We believe the discount rate and exit capitalization rate are the key assumptions utilized in the discounted cash flow methodology.
Below the tables that set forth our NAV calculation is a sensitivity analysis of the weighted average discount rates and exit capitalization rates for our property investments.

•

 Investments in real estate debt consist of commercial mortgage-backed securities
(“CMBS”) and residential mortgage-backed securities (“RMBS”), which are securities backed by one or more mortgage loans secured by real estate assets, as well as corporate bonds, term loans, mezzanine loans, and other investments
in debt issued by real estate-related companies or secured by real estate assets. The Company generally determines the fair value of its investments in real estate debt by utilizing third-party pricing service providers whenever available. In
determining the fair value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service
providers’ internal models for securities such as real estate debt generally consider the attributes

 A-1

applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each security, and incorporate specific collateral
performance, as applicable. Certain of the Company’s investments in real estate debt, such as mezzanine loans and other investments, are unlikely to have readily available market quotations. In such cases, the Company will generally determine
the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company engaged a market leading service
provider, to perform valuations for such investments. The service provider will determine fair value by utilizing or reviewing certain of the following (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset
performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. Refer to the Fair Value Measurements
section of Note 2 to our Consolidated Financial Statements for additional details on the Company’s investments in real estate debt.

•

 The Company separately values the assets and liabilities of the investments in
unconsolidated entities. To determine the fair value of the real estate assets of the investments in unconsolidated entities, the Company utilizes a discounted cash flow methodology or market comparable methodology, taking into consideration various
factors including discount rate, exit capitalization rate and multiples of comparable companies. The Company utilizes a market leading service provider to perform valuations of the indebtedness of the investments in unconsolidated entities. The fair
value of the indebtedness of the investments in unconsolidated entities is determined by modeling the cash flows required by the debt agreements and discounting them back to the present value using weighted average cost of capital. Additionally,
current market rates and conditions are considered by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. After the fair value of the assets and liabilities are determined, the Company applies its
ownership interest to the net asset value and reflects this amount as its investments in unconsolidated entities at fair value.

•

 Mortgage notes, secured term loans, secured revolving credit facilities, secured financings
on investments in real estate debt, and unsecured revolving credit facilities are estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an estimated market yield.
Additionally, current market ra

United States securities and exchange commission logo
July 7, 2023
Anthony Marone
Chief Financial Officer and Treasurer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York , New York 10154
Re:Blackstone Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed March 17, 2023
File No. 000-55931
Dear Anthony Marone:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Net Asset Value, page 87
1.Please address the following with respect to your net asset value disclosure:

•Please expand your disclosure to include a discussion of the methodologies used to
determine fair value of your assets and liabilities for purposes of calculating net asset
value.  To the extent this disclosure is included elsewhere in your filing (e.g. financial
statement disclosures related to valuation of investments in real estate debt) provide a
cross reference to that disclosure.  Please provide an example of any proposed
changes to your disclosure in your response.

 FirstName LastNameAnthony Marone
 Comapany NameBlackstone Real Estate Income Trust, Inc.
 July 7, 2023 Page 2
 FirstName LastName
Anthony Marone
Blackstone Real Estate Income Trust, Inc.
July 7, 2023
Page 2
•Please clarify for us, and expand your disclosure to discuss, how net asset value is
allocated among the different share classes (e.g. $23.7 billion allocated to class S,
$35.5 billion allocated to class I etc).  In your response and expanded disclosure,
please explain how you incorporate stockholder servicing fees in this allocation.
Form 10-Q for the quarterly period ended March 31, 2023
Item 1 Financial Statements
14. Equity and Redeemable Non-controlling Interest, page 33
2.It appears that you have accounted for the investment made by the Regents of the
University of California as permanent equity.  We note your disclosure that after January
2028, the parties (including the Regents of the University of California) have the option to
request repurchase of their investments ratably over two years.  Given this redemption
feature, tell us how you determined the UC Investment should be accounted for as
permanent equity.  In your response, clarify for us whether the UC Investment is subject
to the same redemption limitations placed on other investments and if the board of
directors has the option to otherwise limit redemption.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Paul Cline at 2002-551-3851 or Robert Telewicz at 202-551-3851 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
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 VIA EDGAR

February 9, 2022

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:    Stacie Gorman

Re:
 Acceleration Request for Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11 (File
No. 333-260168)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the request of our client, Blackstone Real Estate Income Trust,
Inc., that effectiveness of the above-referenced Registration Statement on Form S-11 be accelerated to 10:00 a.m., Eastern Daylight Time, on February 11, 2022, or as soon as practicable thereafter.

Please do not hesitate to call me at (212) 455-2516 with any questions.

Sincerely,

/s/ Benjamin Wells

Benjamin Wells

 Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

 New
York, New York 10154

 February 9, 2022

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Stacie Gorman

Re:
 Acceleration Request for Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11 (File
No. 333-260168)

 Dear Ladies and Gentlemen:

Blackstone Real Estate Income Trust, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended,
hereby requests that the effective date of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”) be accelerated so that the Registration Statement may become
effective at 10:00 a.m., Eastern Daylight Time, on February 11, 2022, or as soon thereafter as practicable.

 The Registrant hereby
authorizes Benjamin Wells of Simpson Thacher & Bartlett LLP to orally modify or withdraw this request for acceleration.

 We
request that we be notified of such effectiveness by telephone call to Benjamin Wells at (212) 455-2516.

[Signature Page Follows]

Very truly yours,

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

By: /s/ Leon
Volchyok

Name: Leon Volchyok

Title: Chief Legal Officer and Secretary

United States securities and exchange commission logo
October 18, 2021
Frank Cohen
Chief Executive Officer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York, NY 10154
Re:Blackstone Real Estate Income Trust, Inc.
Form S-11
Filed October 8, 2021
File No. 333-260168
Dear Mr. Cohen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Benjamin C. Wells, Esq.

CORRESP
1
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CORRESP

 VIA EDGAR

February 5,
2021

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Stacie Gorman

Re:
 Acceleration Request for Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11 (File
No. 333-249070)

 Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the request of our client, Blackstone Real Estate Income Trust,
Inc., that effectiveness of the above-referenced Registration Statement on Form S-11 be accelerated to 4:00 p.m., Eastern Daylight Time, on February 9, 2021, or as soon as practicable thereafter.

Please do not hesitate to call me at (212) 455-2516 with any questions.

 Sincerely,

 /s/ Benjamin Wells

 Benjamin Wells

 Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

 New
York, New York 10154

 February 5,
2021

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Stacie Gorman

Re:
 Acceleration Request for Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11 (File
No. 333-249070)

 Dear Ladies and Gentlemen:

Blackstone Real Estate Income Trust, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended,
hereby requests that the effective date of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”) be accelerated so that the Registration Statement may become
effective at 4:00 p.m., Eastern Daylight Time, on February 9, 2021, or as soon thereafter as practicable.

 The Company hereby
authorizes Benjamin Wells of Simpson Thacher & Bartlett LLP to orally modify or withdraw this request for acceleration.

 We
request that we be notified of such effectiveness by telephone call to Benjamin Wells at (212) 455-2516.

[Signature Page Follows]

Very truly yours,

BLACKSTONE REAL ESTATE INVESTMENT TRUST, INC.

By:

 /s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer, Chief Compliance Officer and Secretary

United States securities and exchange commission logo
October 5, 2020
Frank Cohen
Chief Executive Officer
Blackstone Real Estate Income Trust, Inc.
345 Park Avenue
New York, NY 10154
Re:Blackstone Real Estate Income Trust, Inc.
Form S-11
Filed September 25, 2020
File No. 333-249070
Dear Mr. Cohen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Benjamin Wells, Esq.

CORRESP
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CORRESP

 December 21, 2018

VIA EDGAR

 Mr. Rahul Patel

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE, Mail Stop 3010 CF/AD8

 Washington,
DC 20549

Re:
 Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11, as amended

File No. 333- 225566

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, Blackstone Real Estate Income Trust, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration
Statement in order that the Registration Statement shall become effective at 5:00 P.M. (EST) on December 21, 2018 or as soon thereafter as practicable.

In connection with the acceleration request, the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Please contact Chris Stambaugh at 919-786-2040 of DLA Piper LLP (US), counsel to the Company, with any questions about this acceleration request. Please notify us when the delegated authority copy of the order of the Commission declaring the
Registration Statement effective has been executed.

 Very truly yours,

Blackstone Real Estate Income Trust, Inc.

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

Mail Stop 3233
June 18, 2018

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

Re: Blackstone Real Estate Income Trust, Inc.
  Registration Statement on Form S-11
Filed  June 12, 2018
  File No.  333-225566

Dear Mr. Volchyok :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Rahul K. Patel, Staff Attorney,  at (202) 551 -3799 with any questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities

cc: Benjamin Wells
 Simpson Thacher & Bartlett LLP

CORRESP
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CORRESP

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

DIRECT DIAL NUMBER

E-MAIL ADDRESS

(212) 455-3577

AKELLER@STBLAW.COM

 August 17, 2017

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Coy Garrison, Special Counsel

Re:
Blackstone Real Estate Income Trust, Inc.

 Post-Effective Amendment No. 5 to
Form S-11

 Filed July 13, 2017

File No. 333-213043

 Dear
Mr. Garrison:

 We have been authorized by Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”)
to provide the following response to your oral comments delivered by telephone on July 21, 2017, to Eva Kang of our office regarding the Company’s Post-Effective Amendment No. 5 to the Company’s Registration Statement on Form
S-11 (File No. 333-213043) (“Amendment No. 5”), filed with the Securities and Exchange Commission on July 13, 2017. For ease of review, your comments appear in italics with the Company’s responses immediately following.

 Historical NAV Per Share

1.
Please clarify that the “Accrued Stockholder Servicing Fees” line item is different than the figure provided for accrued stockholder servicing fees under GAAP in the Company’s periodic filings and
quantify the amount of stockholder servicing fees accrued under GAAP.

 Response:

In response to your comment, the Company will update the footnote with respect to “Accrued Stockholder Servicing Fees” in future
filing to clarify the differences between the accrual of stockholder servicing fees for purposes of NAV and pursuant to GAAP, and to quantify the amount of such accrued stockholder servicing fees under GAAP.

Securities and Exchange Commission

August 17, 2017

 Incorporation By Reference

2.
Please update this section to incorporate by reference the annual proxy statement.

Response:

 The Company
acknowledges the comment and will update the section in the Company’s next prospectus supplement.

 If this is acceptable, we request
the Staff to declare Amendment No. 5 effective at the earliest practicable time. Please do not hesitate to call me at (212) 455-3577 with any questions or further comments regarding this submission or if you wish to discuss any of the
above responses.

Very truly yours,

 /s/ Andrew R. Keller

Andrew R. Keller

cc: Leon Volchyok

CORRESP
1
filename1.htm

CORRESP

 SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-3577

 E-Mail Address

AKELLER@STBLAW.COM

 September 1, 2016

 VIA EDGAR

Sonia Gupta Barros

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11

Filed August 9, 2016

Registration No. 333-213043

 Ladies and Gentlemen:

On behalf of Blackstone Real Estate Income Trust, Inc. (the “Company”), we hereby file with the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission this letter memorializing an email sent to the Staff on August 26, 2016. In the email, certain proposed changed pages to the Company’s Registration Statement were
sent to the Staff. Those proposed changed pages are included as Exhibit A to this letter.

 Very truly yours,

/s/ Andrew R. Keller

Andrew R. Keller

cc:
Judy Turchin

Leon Volchyok

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

August 30, 2016

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Sonia Gupta Barros and Rahul K. Patel

Re:
Acceleration Request for Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11 (File No. 333-213043)

 Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the request of our client, Blackstone Real Estate Income Trust,
Inc., that effectiveness of the above-referenced Registration Statement on Form S-11 be accelerated to 4:00 p.m., Eastern Daylight Time, on August 31, 2016, or as soon as practicable thereafter.

Please do not hesitate to call me at (212) 455-3577 with any questions.

Sincerely,

/s/ Andrew R. Keller

Andrew R. Keller

 Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

 New
York, New York 10154

 August 30, 2016

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Rahul Patel

Re:
Acceleration Request for Blackstone Real Estate Income Trust, Inc.

Registration Statement on Form S-11 (File No. 333-213043)

 Dear Ladies and Gentlemen:

Blackstone Real Estate Income Trust, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended,
hereby requests that the effective date of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4:00 p.m., Eastern Daylight Time,
on August 31, 2016, or as soon thereafter as practicable.

 The Company hereby authorizes Andrew R. Keller of Simpson
Thacher & Bartlett LLP to orally modify or withdraw this request for acceleration.

 In connection with the foregoing, the
Registrant hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We request that we be notified of such effectiveness by telephone call to Andrew R. Keller at (212) 455-3577.

[Signature Page Follows]

Very truly yours,

BLACKSTONE REAL ESTATE INVESTMENT TRUST, INC.

By:

 /s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Securities Counsel and Secretary

CORRESP
1
filename1.htm

CORRESP

 August 9, 2016

VIA EDGAR

 Sonia Gupta Barros

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Blackstone Real Estate Income Trust, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-11

Submitted June 17, 2016

CIK No. 0001662972

 Ladies and Gentlemen:

On behalf of Blackstone Real Estate Income Trust, Inc. (the “Company”), we hereby file with the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) the Company’s first public registration statement on Form S-11 (the “Public Registration Statement”). In the Public Registration
Statement, the Company has responded to the Staff’s comments in its letter dated July 8, 2016 (the “Comment Letter”) relating to the above-referenced Draft Registration Statement and otherwise updated its disclosure. In the Public
Registration Statement, the Company has also responded to certain telephonic inquires made by the Staff to Andrew Keller of Simpson Thacher & Bartlett LLP on July 28, 2016.

In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the
Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of the Public Registration Statement. Unless otherwise defined below, terms defined in the Public Registration Statement and used below shall
have the meanings given to them in the Public Registration Statement. The responses and information described below are based upon information provided to us by the Company. On August 3, 2016, the Company submitted a response letter (the “Prior
Response Letter”) to the Staff addressing comments 4 and 7 of the Comment Letter. This response letter therefore does not address those comments, but the Public Registration Statement reflects the revisions described in the Prior Response
Letter.

 Securities and Exchange Commission

August 9, 2016

 General

1.
We note your response to comment 2 that the company does not consider the stockholder servicing fees to be commissions for the sale of the company’s shares because they relate to ongoing services. However, we
continue to believe that the stockholder servicing fee is also part of the selling commission. Please revise your disclosure accordingly to clarify. Please also revise your footnotes to the Estimated Use of Proceeds table to describe these fees.

 Response:

The Company has revised its disclosure, including the footnotes to the Estimated Use of Proceeds table, in response to this comment.

Prospectus Summary, page 1

2.
We note your estimates of Annual Stockholder Servicing Fees on page 10. We are unclear as to how you arrived at the estimates of $72 for Class T and Class S shares. The stockholder servicing fee for each of those
classes equals 0.75% per annum. Please revise your disclosure or provide us a supplemental explanation.

Response:

 The Company
has revised its disclosure on page 10 in response to this comment.

 Estimated Use of Proceeds, page 80

3.
We note your response to comment 3 and continue to believe that disclosure of estimated amounts for wholesaling activities should be included in the Estimated Use of Proceeds section. Industry Guide 5 provides that
“Estimated amounts to be paid to the General Partner and its affiliates should be identified” in this section. If you do not believe it is appropriate to deduct these estimates from the table because the amounts will be paid by the Advisor
without reimbursement from you, please consider revising a footnote to these tables accordingly.

 Response:

The Company has revised its disclosure on pages 80-82 to include the estimated amounts for wholesaling activities in the Estimated Use of
Proceeds section.

 How to Subscribe, page 202

5.
 We note your disclosure on page 202 that subscriptions may be made on an ongoing basis, and to be accepted, a
subscription request must be made with a completed and executed subscription agreement in good order and payment of the full

 Securities and Exchange Commission

August 9, 2016

 purchase price of your common stock. It appears, however, that subscriptions may be submitted prior to the
time that the transaction price will be available. Please tell us how investors will comply with these subscription procedures. Please also clarify the information regarding price that will be available to an investor at the time the investor is
contractually committed to purchase.

 Response:

The Company acknowledges that investors may complete the subscription agreement and deliver the check or submit the wire transfer for the full
purchase price of the shares being subscribed either before or after the transaction price has been made publicly available. In each of these cases, however, the completed subscription request may not be accepted by the Company until a minimum of
three business days after the transaction price has been made publicly available and investors will be able to withdraw their subscription requests prior to their acceptance. Therefore, investors will not be contractually committed to purchase until
the transaction price has been publicly available for a minimum of three business days.

 The Company has revised its disclosure on page
202 to clarify that investors will have a minimum of three business days after the transaction price is made publicly available to withdraw their subscription requests before the Company can accept their subscription requests and they are committed
to purchase the shares.

6.
We note your disclosure on page 202 that the transaction price may be revised after it first becomes available and on page 32 that NAV per share as of the date on which an investor makes a subscription request may be
significantly different than the offering price the investor pays. Please explain to us how you intend to proceed (e.g., would you seek affirmative reconfirmation) if you materially amend the price after receiving subscriptions from potential
investors based on the previously disclosed price.

 Response:

The Company has added disclosure on page 202 and the prospectus summary notifying investors that transaction prices will be made available in
prospectus supplements filed with the SEC and on the Company’s website. Any revised prices would be provided to investors by these means. In addition, the Company has added an acknowledgment in its subscription form whereby investors indicate
that they understand that the price at which their investment is executed will be made available to them through a prospectus supplement filing and the Company’s website.

The Company may not accept any subscription requests until at least the third business day after such notification, as disclosed in the
prospectus. Any subscription request may be canceled at any time before it has been accepted.

 Draft Monthly NAV Supplement

 Securities and Exchange Commission

August 9, 2016

8.
We note your sensitivity analysis related to an increase in the discount rate. Please also consider including sensitivity analysis with respect to the exit capitalization rate.

Response:

 The Company
has revised its draft monthly pricing supplement attached as Exhibit A hereto to include a sensitivity analysis with respect to the exit capitalization rate.

*                *
         *                *
*                *                *
       *

 Please do not hesitate to call me at (212) 455-3577 with any questions or further comments
regarding this submission or if you wish to discuss any of the above responses.

Very truly yours,

 /s/    Andrew R. Keller

Andrew R. Keller

cc:
Judy Turchin

Leon Volchyok

 Securities and Exchange Commission

August 9, 2016

 Exhibit A

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. X DATED XX, 20XX

TO THE PROSPECTUS DATED XX, 20XX

This document supplements, and should be read in conjunction with, our prospectus dated XX, 20XX, as supplemented by [LIST PRIOR SUPPLEMENTS].
Unless otherwise defined herein, capitalized terms shall have the same meanings as set forth in the prospectus. The purpose of this supplement is to disclose information related to our monthly net asset value per share for our Class T shares, Class
S shares, Class D shares and Class I shares for the month of XX 20XX.

 We calculate NAV per share in accordance with the valuation
guidelines approved by our board of directors. We generally use our prior month’s NAV per share for the purposes of establishing a price for shares sold in our public offering as well as establishing a repurchase price for our share repurchase
program. Our NAV per share, which is updated as of the last business day of each month, is posted on our website at www.bxreit.com and is made available on our toll-free, automated telephone line at (XXX) XXX-XXXX. Please refer
to “Net Asset Value Calculation and Valuation Guidelines” in our prospectus for important information about how our NAV is determined. The Adviser is ultimately responsible for determining our NAV.

The following table provides a breakdown of the major components of our Total NAV and NAV per share as of the last business day of [MONTH]:

Component of NAV

Total NAV

Class T
Shares

Class S
Shares

Class D
Shares

Class I
Shares

Investments in real
properties

$

$

$

$

$

Investments in real
estate-related
securities

Other assets

Debt Obligations

Other Liabilities

[Month] NAV

$

$

$

$

$

Number of
Outstanding Shares

NAV per Share

$

$

$

$

 Securities and Exchange Commission

August 9, 2016

 The following table provides a breakdown of the major components of our Total NAV and NAV per
share as of the last business day of [PRIOR MONTH]:

Component of NAV

Total NAV

Class T
Shares

Class S
Shares

Class D
Shares

Class I
Shares

Investments in real
properties

$

$

$

$

$

Investments in real
estate-related
securities

Other assets

Debt Obligations

Other Liabilities

[Month] NAV

$

$

$

$

$

Number of
Outstanding Shares

NAV per Share

$

$

$

$

 As of the last business day of [MONTH], all properties had been appraised by a third-party appraisal firm
within the last twelve months and such appraisals were reviewed by our independent valuation advisor, with the exception of certain properties that we recently acquired, which will be appraised within the first two full months after our acquisition
in accordance with our valuation guidelines. Set forth below are the weighted averages of the key assumptions used in valuation based on property types. Once we own more than one property in additional property types, we will include the key
assumptions for these property types.

Discount
Rate

Exit
Capitalization
Rate

 Office

XX
%

XX
%

 Hotel

XX
%

XX
%

 Multifamily

XX
%

XX
%

 Retail

XX
%

XX
%

 These assumptions are determined by the Adviser, and reviewed by our independent valuation advisor. A change in these
assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, an increase in the weighted-average discount rate used as of the last business day of [MONTH] of 0.25%
would yield a decrease in the total office property investment value of XX%, a decrease in the hotel property investment value of XX%, a decrease in the multifamily property investment value of XX% and a decrease in the retail property investment
value of XX%, and an increase in the weighted-average exit capitalization rate used as of the last business day of [MONTH] of 0.25% would yield a decrease in the total office property investment value of XX%, a decrease in the hotel property
investment value of XX%, a decrease in the multifamily property investment value of XX% and a decrease in the retail property investment value of XX%.

CORRESP
1
filename1.htm

CORRESP

 SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-3577

 E-Mail Address

AKELLER@STBLAW.COM

August 3, 2016

 VIA EDGAR

Sonia Gupta Barros

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Blackstone Real Estate Income Trust, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-11

Submitted June 17, 2016

CIK No. 0001662972

 Ladies and Gentlemen:

On behalf of Blackstone Real Estate Income Trust, Inc. (the “Company”), we hereby confidentially submit to the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission responses to certain of the comments from the Staff’s comment letter dated July 8, 2016 (the “Comment Letter”) relating to the
above-referenced draft registration statement on Form S-11 (the “Draft Registration Statement”). The Company will provide responses to the remaining comments from the Comment Letter and file an amendment to the Draft Registration Statement
addressing such comments at a later date.

 To assist your review, we have retyped the text of the Staff’s comments that the Company
is responding to in this letter in italics below. Unless otherwise defined below, terms defined in the Draft Registration Statement and used below shall have the meanings given to them in the Draft Registration Statement. The responses and
information described below are based upon information provided to us by the Company.

 Net Asset Value Calculation and Valuation Guidelines, page 127

4.
Please tell us and revise to disclose how you will consider stockholder servicing fees for purposes of calculating NAV and, specifically, when they will be recognized in that calculation.

 Securities and Exchange Commission

August 3, 2016

Response:

 The Company
will revise its disclosure on page 133 and 134 to clarify how stockholder servicing fees will affect the calculation of NAV and that the accrued stockholder servicing fees will be recognized in the calculation of NAV each month. The Company is
attaching the proposed changes in Exhibit A hereto.

 The Company acknowledges that for purposes of its GAAP financial statements it will
accrue the full cost of the stockholder servicing fees as an offering cost at the time each Class T, Class S and Class D share is sold during the primary offering. However, as described in the prospectus, stockholder servicing fees are paid
quarterly over time and not all up front on the date of issuance of shares. For the reasons described below, the Company strongly believes that the equitable approach for all investors in a class of shares subject to a stockholder servicing fee is
to accrue the fee over time for purposes of calculating NAV.

 The NAV of a share is intended to approximate the liquidation fair market
value of that share’s interest in the assets and liabilities of the Company at a point in time. Stockholder servicing fees will no longer be payable in the event of a liquidation. Therefore, they should be ignored when calculating
NAV. This is consistent with industry practices. For example, the Investment Program Association Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, dated April 29, 2013 (“IPA NAV Guidelines”),
provide for the deduction of certain “fees . . . payable in a hypothetical liquidation of the company as of the valuation date.” (See page 10.) And while the IPA NAV Guidelines, when discussing the determination of liabilities,
provide for the use of GAAP book value, they do so only “when it approximates fair value.” (See page 10.) In this instance, GAAP book value would not approximate fair value because no buyer of the Company’s assets and liabilities
in a liquidation would include the to-be-terminated stockholder servicing fees when calculating what the buyer was willing to pay for those assets and liabilities.

Additionally, a Class T or S share would need to be outstanding for 7 years and a Class D share would need to be outstanding for 35 years
(assuming a constant $10 share price) for the maximum stockholder servicing fee to be paid. As a result, recognizing the full amount of the stockholder servicing fee at the time a share is sold would not approximate the liquidation fair market value
of such share, but rather would artificially reduce the true fair market value of the share. It is also possible that reducing the NAV by the entire stockholder servicing fee at the time of issuance would confuse investors – i.e., it may appear
as double-counting the fee for purposes of NAV since by its terms the fee is payable over time, but it would also be deducted from NAV in full at the time of issuance. Since NAV is the basis upon which new shares are sold and existing shares are
repurchased, the Company believes that investors who purchase shares later in the offering would unfairly benefit from the reduction in the NAV per share that would result from such full recognition, notwithstanding that the cash that is payable in
the future in respect of those stockholder servicing fees remains invested in the Company,

 Securities and Exchange Commission

August 3, 2016

and those investors who purchase the shares early in the offering or who have their shares repurchased after such date will be unfairly disadvantaged. For illustration, if NAV were calculated
using the GAAP treatment of the stockholder servicing fees, a hypothetical investor who purchased Class T or Class S shares during the escrow period and then had them repurchased the month following the escrow period would effectively bear 7
years’ worth of stockholder servicing fees over a one-month period.

 Notes to Financial Statements

Note 4. Related Party Transactions, page F-6

7.
We note from your disclosure that stockholder servicing fees will accrue monthly and be paid quarterly in arrears. Please tell us how your apparent accounting policy of accruing these fees on a monthly basis complies
with GAAP. Refer to paragraph 36 of CON 6.

 Response:

The Company notes that its accounting policy is to accrue the cost of the stockholder servicing fee as an offering cost at the time each Class
T, Class S, and Class D share is sold in the primary offering. The Company will revise the notes to its financial statements on page F-6 in response to this comment. The Company is attaching the proposed changes in Exhibit A hereto.

* * * * * * * *

Please do not hesitate to call me at (212) 455-3577 with any questions or further comments regarding this submission or if you wish to
discuss any of the above responses.

Very truly yours,

/s/ Andrew R. Keller

Andrew R. Keller

cc:
BX REIT Advisors L.L.C.

        Judy Turchin

        Leon Volchyok

 Securities and Exchange Commission

August 3, 2016

Exhibit A

CORRESP
1
filename1.htm

CORRESP

 SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-3577

 E-Mail Address

AKELLER@STBLAW.COM

 July 25, 2016

VIA EDGAR

 Sonia Gupta Barros

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

Blackstone Real Estate Income Trust, Inc.

 Amendment No. 2 to Draft Registration Statement on Form S-11

 Submitted June 17, 2016

 CIK No. 0001662972

 Ladies and Gentlemen:

On behalf of Blackstone Real Estate Income Trust, Inc. (the “Company”), we hereby confidentially submit to the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) responses to certain inquiries made by the Staff relating to the above-referenced draft registration statement on Form
S-11 (the “Draft Registration Statement”). The Company will provide responses to the Staff’s comment letter dated July 8, 2016 (the “Comment Letter”) and file an amendment to the Draft Registration Statement addressing
such comments at a later date.

 Unless otherwise defined below, terms defined in the Draft Registration Statement and used below shall
have the meanings given to them in the Draft Registration Statement. The responses and information described below are based upon information provided to us by the Company.

In response to the Staff’s telephonic inquiries on July 21, 2016, we are providing further detail and explanation related to the
subscription mechanics the Company proposes to use for this offering. As described in the Draft Registration Statement, the transaction price for each month will be made publicly available on the Company’s website and in a prospectus supplement
filed with the SEC generally by the 15th of each month. Subscriptions will not be accepted by the Company before the later of (i) five business days before the last business day of

 Securities and Exchange Commission

July 25, 2016

the month and (ii) three business days after the transaction price is made publicly available by posting it on the Company’s website and filing a prospectus supplement with the SEC.
Additionally, the Company will provide (as reflected in Exhibit A hereto) that if the transaction price has not been made publicly available as described above on or before the eighth business day before the last business day of the month, or a
previously disclosed transaction price is changed after such time, then the Company will provide notice of such transaction price (and the first day the Company is permitted to accept subscription requests as described above) directly to subscribing
investors when such transaction price is made available.

 As a result of these foregoing procedures, subscribing investors will be able to
check for the transaction price on the Company’s website or in the Company’s SEC filings available on the SEC’s website on the eighth business day prior to the last business day of the month and still have a minimum of three business
days to withdraw their subscription requests before they are committed to purchase shares upon acceptance of their request by the Company. If the transaction price is not yet available on such date, they will be notified of the transaction price
directly by the Company when it becomes available and will have at least three business days to consider whether to withdraw their request.

The Company will add additional disclosure providing that an investor may withdraw his or her subscription request by notifying the
Company’s transfer agent, directly or through the investor’s financial intermediary, on the Company’s toll-free, automated telephone line, at any time before the first day the Company is permitted to accept subscription requests as
described above. Such date will be specified in the prospectus supplement filed with the SEC, and in any direct notice to investors if required in the circumstances described above.

We believe the foregoing procedures constitute “conveyance” for purposes of Section 12(a)(2) and Section 17(a) of the
Securities Act. According to Release 33-8591 (December 1, 2005) “Securities Offering Reform” (p. 176-77):

 “For purposes of
Section 12(a)(2) and Section 17(a)(2), whether or not information has been conveyed to an investor at or prior to the time of the contract of sale currently is a facts and circumstances determination, and our actions today do not affect
that determination. Such information could include information in the issuer’s registration statement and prospectuses for the offering in question, the issuer’s Exchange Act reports incorporated by reference therein or information
otherwise disseminated by means reasonably designed to convey such information to investors. Such information also could include information directly communicated to investors.”

The Company believes that the transaction price typically will be made available both on the Company’s website and in a prospectus
supplement filed with the SEC no later than the eighth business day prior to the last business day of the month. We believe by making the transaction price publicly available in this manner, together with the detailed disclosure of these procedures
in the prospectus under the heading “How to Subscribe,” the Company will have disseminated the transaction price “by means reasonably designed to convey [the transaction price] to investors.” As described above, in those cases
where the transaction price for any month is made available or is changed after the eighth business day prior to the last business day of such

 2

 Securities and Exchange Commission

July 25, 2016

month (and as a result the Company will not be able to accept subscription requests on the fifth business day prior to the last business day of such month), the Company will directly communicate
the transaction price (and the first day the Company is permitted to accept subscription requests as described above) to investors who have submitted subscription requests for that month.

* * * * * * * *

Please do not hesitate to call me at (212) 455-3577 with any questions or further comments regarding this submission or if you wish to
discuss any of the above responses.

 Very truly yours,

 /s/ Andrew R. Keller

 Andrew R. Keller

cc:

Judy Turchin

Leon Volchyok

 3

 Securities and Exchange Commission

July 25, 2016

 Exhibit
A

 4

Mail Stop 3233
July 8, 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.
Amendment No. 2  to
Draft Registration Statement on Form S -11
Submitted June 17, 2016
Response dated May 20, 2016
  CIK No. 0001662972

Dear Ms. Turchin :

We have reviewed your amended 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 you r 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 amendment 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. We note your response to comment 2 that the company does n ot consider the stockholder
servicing fees to be commissions for the sale of the company’s shares because they relate
to ongoing services.  However, we continue to believe that the stockholder servicing fee
is also part of the selling commission.  Please r evise your disclosure accordingly to
clarify.  Please also revise your footnotes to the Estimated Use of Proceeds tabl e to
describe these fees.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
July 8, 2016
Page 2

 Prospectus Summary, page 1

2. We note your estimates of Annual Stockholder Servicing Fees on page 10.  We are
unclear as to how you arrived at the estimates of $72 for Class T and Class S shares.  The
stockholder servicing fee for each of those classes equals 0.75% per annum.  Please
revise your disclosure or provide us a supplemental explanation.

Estimated Use o f Proceeds, page 80

3. We note your response to comment 3 and continue to believe that disclosure of estimated
amounts for wholesaling activities should be included in the Estimated Use of Proceeds
section.  Industry Guide 5 provides that “ Estimated amounts to be paid to the General
Partner and its affiliates should be identified” in this section.   If you do not believe it is
appropriate to deduct these estimates from the table because the amounts will be paid by
the Advisor without reimbursement from you, pl ease consider revising a footnote to these
tables accordingly.

Net Asset Value Calculation and Valuation Guidelines, page 127

4. Please tell us and revise to disclose how you will consider stockholder servicing fees for
purposes of calculating NAV and, spec ifically, when they will be recognized in that
calculation.

How to Subscribe, page 202

5. We note your disclosure on page 202 that subscriptions may be made on an ongoing
basis, and to be accepted, a subscription request must be made with a completed and
executed subscription agreement in good order and payment of the full purchase price of
your common stock.  It appears, however, that subscriptions may be submitted prior to
the time that the transaction price will be available.  Please tell us how investo rs will
comply with these subscription procedures.  Please also clarify the information regarding
price that will be available to an investor at the time the investor is contra ctually
committed to purchase.

6. We note your disclosure on page 202 that the tra nsaction price may be revised after it
first becomes available and on page 32 that NAV per share as of the date on which an
investor makes a subscription request may be significantly different than the offering
price the investor pays.  Please explain to u s how you intend to proceed (e.g., would you
seek affirmative reconfirmation) if you materially amend the price after receiving
subscriptions from potential investors based on the previously disclosed price.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
July 8, 2016
Page 3

 Notes to Financial Statements

Note 4.  Rela ted Party Transactions, page F -6

7. We note from your disclosure that stockholder servicing fees will accrue monthly and be
paid quarterly in arrears.  Please tell us how your apparent accounting policy of accruing
these fees on a monthly basis complies with  GAAP.  Refer to paragraph 36 of CON 6.

Draft Monthly NAV Supplement

8. We note your sensitivity analysis related to an increase in the discount rate.  Please also
consider including sensitivity analysis with respect to the exit capitalization rate.

You ma y contact Paul Cline, Staff Accountant,  at (202) 551 -3851 or Eric McPhee, Senior
Accountant,  at (202) 551 -3693 if you have questions regarding comments on the financial
statements and related matters.  Please contact Rahul K. Patel, Staff Attorney,  at (202) 551 -3799
or me at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities

cc: Andrew R. Keller, Esq .
Simpson Thacher & Bartlett LLP

Mail Stop 3233
April 1 5, 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
Amendment No. 1  to
Draft Registration Statement on Form S -11
Submitted March 22, 2016
  CIK No. 0001662972

Dear Ms. Turchin :

We have reviewed your amended 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 circumst ances or do not
believe an amendment 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.

Amendment No. 1 to Draft Regist ration Statement on Form S -11

General

1. We note your response to comment 9 that the separate calculation of NAVs for each class
is solely due to the differing stockholder servicing fees attributab le to each class.  Please
explain how your NAV per share calculation may differ, if at all, from determining NAV
as a whole for Class T, Class D, and Class I shares based on aggregate assets and then
considering any differences in NAV attributable to each class.

2. We note your response to comment 10 that the stockholder servicing fee is contingent
upon the applicable broker providing ongoing services.  Please supplementally provide us

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
April 1 5, 2016
Page 2

 with additional information on the nature of these ongoing broker services .  Please also
include any supporting documentation, such as sample broker agreements.  In addition ,
we continue to believe that the stockholder servicing fee is also part of the selling
commission.  Please revise your disclosure accordingly  to clarify .

3. We note your response to comment 12 and continue to believe that disclosure of
estimated amounts for wholesaling activities and “additional items of value” should be
included in the prospectus cover page and Estimated Use of Proceeds tabular summaries,
as contemplated by Industry Guide 5.  If you believe it is not appropriate to deduct these
estimates from the table because the amounts are not payable at the time the shares are
issued, p lease considering revising a footnote to these tables accordingly.

Prospectus Cover Page

4. We note the revised table on your prospectus cover page in response to comment 11, and
your disclosure in footnote 1 to the table.  We also note that maximum selling
commissions would be paid only if all of the shares are sold in the pri mary offering as
Class T shares  and if the stockholder servicing fee is paid in full .  Please revise the title of
your “maximum selling commissions” column to indicate that it represents “selling
commissions .”.

Estimated Use of Proceeds, page 76

5. Please r evise the line items in your Estimated Use of Proceeds tables to reference the
corresponding footnotes to the table.

Compensation, page 106

6. We note your disclosure on page 113 in response to comment 16.  Please expand your
performance participation alloc ation example to show how you calculate the hurdle
amount.

Conflicts of Interest, page 114

7. We note your disclosure in response to comment 20 of “core+” and “opportunistic”
Select Blackstone Accounts in their investing stage.  Please clarify whether Select
Blackstone Accounts are the only Other Blackstone Accounts that will receive priority
with respect to overlapping investment opportunities.  Please also clarify whether “core+”
and “opportunistic” are the only Select Blackstone Accounts that will re ceive priority
with respect to overlapping investment opportunities.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
April 1 5, 2016
Page 3

 Net Asset Value Calculation and Valuation Guidelines, page 119

8. We note your response to comment 21 that you believe the third -party’s role is
administrative and it would not be appropriate to expertise the third -party firm or
attribute your NAV per share to it.  Please revise your disclosure to clarify that the
advisor is ultimately responsible for the calculation of your NAV.

9. We note your response to our prior comment 22 and we are reissuing the comment. It
appears your presentation of net asset value, which excludes certain lia bilities, may be
confusing to investors. Please revise the calculation of your measure to include all assets
and liabilities.

10. We note your response to comment 23 that you expect to disclose to investors the portion
of its aggregate NAV that is attributable to real properties, real estate -related securities,
other assets and liabilities on a quarterly basis on a Form 10 -Q and Form 10 -K and
related prospectus supplements filed with the Commission.  However, you intend to re -
price the offering based on NAV on a monthly basis.  Please tell us how this quarterly
time frame is appropriate given that NAV will change on a monthly basis.  In addition to
the pricing supplement that includes a detailed breakdown of NAV, please also provide
us with a draft of your monthly pricing supplement.

11. We n ote your response to comment 24 and reissue that comment.  In particular we note
that investors will not know the per share purchase price at the time  of purchase and that
a period of days or weeks may pass before investors learn this information.

Prior Performance, page 132

12. We note your response to comment 26 that the separately managed accounts and co -
investment accounts are ancillary offshoots of the primary programs described in this
section of the prospectus.  Please tell us to what extent the disclosure of the primary
programs described in this section also encompasses the activities of the separately
managed accounts and co -investment accounts.  We specifically refer to your disclosure
of the total amount of money raised, the total number of investors, the number of
properties purchased and location by region, the aggregate dollar amount of the property
purchased, the property type breakdown, an d the number of properties sold.

Judy Turchin
Blackstone Real Estate Income Trust, Inc.
April 1 5, 2016
Page 4

 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.  Please contact Rahul Patel, Staff Attorney,  at (202) 551 -3799 or
me at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Direc tor
Office of Real Estate and
Commodities

cc: Andrew R. Keller, Esq. (via E -mail)
 Simpson Thacher & Bartlett LLP

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.