June 23, 2015

VIA COURIER AND EDGAR

Christian Windsor, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Windsor:

On behalf of PJT Partners Inc., we hereby transmit via EDGAR for filing with the Securities and Exchange Commission Pre-Effective Amendment No. 2 to the above-referenced Registration Statement, marked to show changes from Amendment No. 1 as filed on April 14, 2015. The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other changes.

In addition, we are providing the following responses to your April 24, 2015 comment letter regarding the Registration Statement. To assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 2 to the Registration Statement.

The Blackstone Group LP

345 Park Avenue  New York NY  10154

T 212 583 5000  F 212 583 5749

www.blackstone.com

Our Business, page 1

In response to the Staff’s comment, PJT Partners has enhanced its disclosure on pages 2, 3 and 103 regarding the nature of the conflicts with Blackstone and how these conflicts have impacted the strategic advisory, restructuring and reorganization and Park Hill Group businesses of PJT Partners.

Unaudited Pro Forma Combined Financial Statements, page 74

PJT Partners has revised pro forma adjustment (g) on page 83 in order (1) to more clearly indicate how the pro forma adjustments were determined and to address the matters identified in the Staff’s comment and (2) to update the adjustment for inclusion in the March 31, 2015 pro forma combined financial statements.

Management Discussion and Analysis of Financial Condition and Results of Operations, page 83

Primary Sources of Revenue, page 84

In response to the Staff’s comment, PJT Partners has revised its disclosure on pages 86 and 87 to provide for each of the prior two years the number of clients from whom it earned advisory fees, and the number of such clients from whom it earned $1 million or more, as well as the number of clients from whom it earned placement fees, and the number of such clients from whom it earned $1 million or more.

PJT Partners respectfully submits that client information broken down by type of fee, rather than client information broken down by business line, is most relevant to an investor’s understanding of its results and is consistent with the way that management analyzes its results and performance.

Combined Results of Operations, page 88

In response to the Staff’s comment, PJT Partners has revised the presentation of revenue in Management’s Discussion and Analysis and in its pro forma and historical financial statements to separately present advisory fees and placement fees for each period presented and to include in Management’s Discussion and Analysis a discussion of the respective trends for each of those revenue streams between the periods presented.

In response to the Staff’s comment, PJT Partners has enhanced the disclosure on pages 86 and 87 to more clearly describe the components of advisory fees and placement fees and the businesses that contribute to these respective revenue streams.

PJT Partners has enhanced the discussion of revenue in its results of operations on pages 90 through 92 to provide for each period presented a discussion of the number of clients from which PJT Partners earned advisory fees and placement fees, as well as the number of such clients from which PJT Partners earned advisory fees and placement fees of $1 million or more. PJT Partners respectfully submits that such information, rather than information concerning the amount or percentage of each revenue stream that were from new arrangements versus follow-up payments on pre-existing arrangements, is most relevant to an investor’s understanding of its results and is consistent with the way that management analyzes its results and performance.

Adjusted Net Income, page 91

In response to the Staff’s comment, PJT Partners has revised the disclosure in footnote (a) on page 93 to more clearly explain that pro forma adjustment (f) is an incremental expense in addition to the Compensation and Benefits expense that is being eliminated in this non-GAAP measure.

PJT Partners advises the staff that the adjustment described in footnote (d) represents the Provision for Taxes of PJT Partners calculated in accordance with GAAP adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision for Taxes and has revised the disclosure in footnote (d) on pages 93 and 94 to so clarify.

Financial Statements of PJT Partners, page F-4

Note 2. Summary of Significant Accounting Policies, page F-10

Revenue Recognition, page F-11

PJT Partners has revised the revenue recognition footnote on pages F-12 and F-13 to more clearly discuss the timing of the collection and recognition of its various revenue streams.

PJT Partners advises the Staff that the total amount of upfront fees recognized in 2012 was approximately 1% of total placement fee revenues in 2012 and has revised the disclosure on page F-13 to such effect.

Goodwill and Intangible Assets, page F-13

PJT Partners advises the Staff that while the types of services offered by its strategic advisory and placement fee services businesses vary, the customer relationship intangible asset represents the same major intangible asset class. As a result, PJT Partners does not believe it would be appropriate to quantify and separately present intangible customer relationship assets relating to strategic advisory and placement fee customers.

PJT Partners advises the Staff that it enters into placement service contracts with various fundraising clients to identify suitable investors. PJT Partners also maintains client relationships with institutions that it may identify as being suitable investors for placement. PJT Partners respectfully advises the Staff that the three to four year period over which placement fees paid by its clients are recognized is only a portion of the useful lives of the customer relationship intangible assets.

The useful lives of such customer relationship intangible assets are based on the period over which PJT Partners expects such relationships to contribute to its future cash flows. Historically, a significant portion of PJT Partners’ fundraising clients have engaged the company to assist with capital raising activity on three or more separate occasions. PJT Partners also notes that its existing relationships with limited partners and other institutions have allowed it to repeatedly match them with its clients raising capital. In addition, PJT Partners has maintained relationships that it expects will generate revenues over a 15 year trailing period. Given the frequency of fundraising activities, PJT Partners would expect such relationships to continue contributing to future cash flows over a 15 year period.

As required under GAAP, PJT Partners evaluates the remaining useful lives of its intangible assets at each reporting period to determine whether any events or circumstances warrant a change in the remaining useful life of these existing client relationships. To date, PJT Partners has not observed any events or circumstances that would result in a change in the remaining useful life of client relationship intangible assets.

In response to the Staff’s comment, PJT Partners has revised the disclosure on page F-14 to clarify the determination of the useful lives of its customer relationship intangible assets.

Note 5. Goodwill and Intangible Assets, page F-20

PJT Partners respectfully advises the Staff that it performs either a quantitative or a qualitative assessment to determine if there is any evidence of goodwill impairment. If, based on a qualitative assessment, PJT Partners determines that it is more likely than not that carrying value exceeds fair value, then a two-step quantitative impairment assessment is required.

In 2012, PJT Partners adopted ASU 2011-08, Intangibles – Goodwill and Other: Testing Goodwill for Impairment, under which it was permitted to perform a qualitative assessment to determine if it was more likely than not that the fair value of a reporting unit was less than its carrying value. PJT Partners notes that while there were significant operating GAAP losses for 2010, 2011, 2012 and 2013, these were caused primarily by the amortization of equity-based compensation relating to Blackstone’s 2007 initial public offering, a non-cash charge that had no impact on the expected cash flows of the business. As PJT Partners did not experience a decline in actual business related cash flows and the deal pipeline was robust, PJT Partners determined that there would not be a negative impact to the significant inputs in a valuation of the business such that a quantitative assessment was required. Instead, PJT Partners assessed a range of qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, the condition of the balance sheet and the performance of competitors’ share prices and determined that it was not more likely than not that carrying value exceeded fair value.

PJT Partners has revised “Note 5, Goodwill and Intangible Assets” on page F-22 to include goodwill carrying value and confirm no evidence of impairment.

Note 9. Related Party Transactions, page F-26

In response to the Staff’s comment, PJT Partners has enhanced the disclosure in “Note 9. Related Party Transactions” on page F-28 to further clarify what is included in Due from Blackstone.

In response the Staff’s comment, PJT Partners has revised the disclosure in “Note 9. Related Party Transactions – Revenues Earned from Affiliates” on page F-28 to separately present advisory fees earned from affiliates and placement fees earned from affiliates. In addition, PJT Partners advises the Staff that placement fees earned from affiliates represented 11.7%, 9.4% and 12.0% of its total placement fees for the years ended December 31, 2014, 2013 and 2012, respectively. PJT Partners has revised the disclosure on page F-28 to so clarify.

PJT Partners advises the Staff that costs relating to the severance of former employees were reflected in the historical financial statements for the period ended December 31, 2014. At that time, management had committed to a plan of termination, the number of employees and their related job functions had been identified and the terms of termination benefits were established. Termination and related termination benefits were communicated to substantially all affected employees in December 2014. As a result, PJT Partners reflected severance costs for former employees in the historical financial statements.

In response to the Staff’s comment, PJT Partners has revised its disclosure on page F-29 to clarify how severance has been recorded in its financial statements. The disclosure has been revised to clearly indicate that $19.8 million of severance related expenses were recorded in the Combined Statement of Operations as well as their related components in the Combined Statement of Financial Condition.

Note 13. Business Information, page F-29

In response to the Staff’s comment, PJT Partners has revised its Combined Statement of Operations on page F-7 to separately report Advisory Fees and Placement Fees.

*        *        *         *        *

As requested by the Staff, PJT Partners acknowledges that:

Please do not hesitate to call me at 212-583-5205 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

 /s/ Laurence A. Tosi

Chief Financial Officer

Kevin Vaughn

Svitlana Sweat

Michael Killoy, Esq.

John G. Finley, Esq.

Joshua Ford Bonnie, Esq.