William H. Dorton, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Dorton:

On behalf of PJT Partners Inc. (“PJT Partners”), we are providing the following responses to your comment letter, dated November 28, 2016, regarding the above-referenced Registration Statement. To assist your review, we have retyped the text of the Staff’s comments in italics below. The responses and information described below are based upon information provided to us by PJT Partners. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to such terms in the Registration Statement.

General

PJT Partners acknowledges the Staff’s comment and advises the Staff that it will file a pre-effective amendment to the Registration Statement, revised as described in response to the Staff’s comment 3 below, following the completion of the Staff’s review of its Annual Report on Form 10-K filed February 29, 2016.

Use of Proceeds, page 3

PJT Partners confirms that the Holdings Units referenced in the Registration Statement are the same units described as Partnership Units in PJT Partners’ Information Statement filed in connection with the Form 10 that was declared effective on September 9, 2015 and PJT Partners’

Annual Report on Form 10-K filed on February 29, 2016.

PJT Partners advises the Staff that it intends to hold the Holdings Units it plans to purchase from PJT Partners Holdings LP. PJT Partners will revise the disclosure contained in the first paragraph under the caption “Use of Proceeds” as set forth below to clarify the foregoing in a subsequent pre-effective amendment to the Registration Statement.

“Except as otherwise described in any applicable prospectus supplement, PJT Partners Inc. we expects to use the net proceeds from the issuance and sale of the shares of the Class A common stock covered by this prospectus to purchase an equivalent number of newly-issued Holdings Units of PJT Partners Holdings LP, which units PJT Partners Inc. intends to hold.”

Exhibit 5.1 – Opinion of Simpson Thacher & Bartlett LLP regarding the legality of the securities being registered

PJT Partners respectfully advises the Staff that it is not registering the offer and sale of shares of Series A Junior Participating Preferred Stock that may only be purchased if and when the preferred stock purchase rights become exercisable. See Registration of Rights Issuable Pursuant to Stockholder Rights Plans, SEC No-Action Letter, [1987 Transfer Binder] Fed. Sec. L. Rep. ¶ 78,441 (Jan. 7, 1987).

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Please do not hesitate to call Joshua Ford Bonnie at 202-636-5804 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.