August 13, 2012

VIA-Email

Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Confidential Draft Amendment No. 1 to Registration Statement on Form S-1

Submitted July 17, 2012

CIK No. 0001549966

Dear Ms. Long,

This letter sets forth the response of Silvercrest Asset Management Group Inc. (the “Company”) to the comment letter, dated July 31, 2012, of the staff of the Division of Corporation Finance (the “Staff”) to amendment number 1 to the confidential draft registration statement on Form S-1. In order to ease your review, we have repeated each comment in its entirety in the original numbered sequences. This letter is being filed with amendment number 2 to the confidential draft registration statement on Form S-1 (the “Registration Statement”). Please note that all page number references correspond to the clean version of Registration Statement.

Prospectus Summary, page 1

Our Company, page 1

Response: The Company respectfully submits that 100% of the Company’s AUM is derived from client relationships. The sentence noted by the Staff on page 1 of the Registration Statement describes the average size of the 375 client relationships of the total client accounts of the Company, which make up 98% of the Company’s AUM. The remaining 2% of the Company’s AUM are also client relationships, but are much smaller accounts, with less monetary value, that are not representative of the typical client relationship account of the Company. For this reason, this disclosure would not be helpful to investors who want to know the average size of most of the Company’s accounts. The Company has revised its disclosure on pages 1 and 90 of the Registration Statement to clarify this description.

SILVERCREST ASSET MANAGEMENT GROUP INC.

1330 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019 — (212) 649-0600

WWW.SILVERCRESTGROUP.COM

Response: The Company respectfully submits that it does not believe there is an inconsistency in the disclosure. The statement on page 2 of the Registration Statement describes the percentage of the Company’s clients who are individuals (95%) versus those that are institutions (5%). The statement now on page 15 of the Registration Statement noted by the Staff above describes the type of securities in which the Company’s AUM is invested — i.e. private partnerships. The Company has revised the disclosure on page 15 of the Registration Statement to make clear that the reference to private partnerships relates to the type of securities in which the Company’s AUM is invested, not to the source of the Company’s AUM.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 1 and 91 of the Registration Statement to clarify that between the Company’s founding in 2002 and March 31, 2012, the assets it manages have grown to $11.1 billion.

Our Structure and Reorganization, page 5

Response: At this time, the Company has not determined the expected number of shares of Class A common stock that it plans to issue in the offering and thus cannot determine the ownership interests requested to be disclosed above. The Company confirms that it will provide the ownership interest percentages for (i) the Principals and Public Stockholders in the Company and (ii) the Principals and the Company in Silvercrest L.P. on the face of the organizational chart when it determines the size of the offering and has included a space for this disclosure on pages 6 and 39 of the Registration Statement. The Company respectfully submits that there is no difference in the economic interest and voting interest at Silvercrest L.P. With respect to the Company, the voting interest and economic interest differs. The economic and voting interests in the Company are specifically disclosed in the charts on pages 6 and 39 of the Registration Statement.

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The Offering, page 9

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 9 of the Registration Statement to include the requested cross-reference.

The Reorganization and Holding Company Structure, page 37

Response: Currently, the Company is a shell company that has 10 shares issued to one investor, G. Moffett Cochran. The Company does not have, and will not have prior to the reorganization which is described in the Registration Statement, any ownership interest in Silvercrest L.P. or any of its subsidiaries. Thus, given that the graphical presentation demonstrates the organizational structure prior to the reorganization and the Company has no ownership interest or affiliation to Silvercrest L.P. or any of its subsidiaries, the Company believes that it should not be included in the organizational structure chart.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 5 and 38 of the Registration Statement to clarify that all units held by Third Party Investors will be purchased by the Company with the net proceeds of the offering. These Third Party Investors will therefore no longer hold any portion of Silvercrest L.P.’s Class B units (the “Class B Units”) and the Company’s Class B common stock similar to Principals subsequent to the reorganization.

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Response: As noted in the Company’s response to comment number 7, the Company has revised its disclosure on pages 5 and 38 of the Registration Statement to clarify that a later determined amount of Class B units will be purchased from the Principals, and all units held by Third Party Investors and a portion of the units held by Principals will be purchased by the Company with the net proceeds of the offering. The Company has not yet determined the amount of Class B units that will be purchased from the Principals or how that amount will be allocated, but will disclose this to the Staff with sufficient time to review.

Response: The Company respectfully submits that the Principals’ ownership interest will be diluted regardless of whether Class B units of Silvercrest L.P. or Class A common stock of the Company are issued pursuant to the 2012 Equity Incentive Plan for the same reasons that public stockholders are diluted regardless of the type of issuance. Whenever a share of Class A common stock is issued by the Company, the limited partnership agreement of Silvercrest L.P. provides that a Class A unit will be issued to the Company by Silvercrest L.P. for the same consideration as that paid to the Company for the share of Class A common stock. The result is such that the number of shares of Class A common stock outstanding will at all times equal the number of Class A units outstanding. Because all distributions of profits by Silvercrest L.P. are based on the number of units held in Silvercrest L.P., the Principals’ ownership interest will be diluted pro rata by an issuance by the Company of a share of Class A common stock through the simultaneous issuance by Silvercrest L.P. of a Class A unit. Thus, the Company does not believe that any additional disclosure is required in the Registration Statement.

Use of Proceeds, page 48

Response: The Company respectfully submits that no proceeds from the offering will be used to pay the par value of any Class B units. As discussed on page 48 of the Registration Statement, the Company will use net proceeds to purchase a number of Class B units from existing partners that has yet to be determined. The purchase price for these Class B units will be the same public offering price of the Company’s Class A common stock in the offering, less the amount of offering expenses incurred by the Company on a per share basis described in the Registration Statement. Thus, no Class B units will be purchased for par value in connection with the offering. As discussed in the fourth paragraph on page 38 of the Registration Statement, in

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connection with the reorganization, each of the Company’s existing partners will be granted a share of Class B common stock of the Company for each Class B unit held by such existing partner on the date of the reorganization. Each existing partner will pay to the Company consideration equal to the par value of a share of Class B common stock for each share of Class B common stock issued, to such existing partner. Thus, the Company does not believe that any additional disclosure is necessary.

Dividend Policy, page 49

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 49 of the Registration Statement.

Unaudited Pro Forma Consolidated Financial Information, page 57

Response: In response to the Staff’s comment, the Company confirms that when assessing the need to provide pro forma earnings per share in accordance with SAB Topic 1:B:3 in its pro forma financial statements and alongside its historical consolidated statements of operations for the most recently completed fiscal year and subsequent interim period, that the Company will compare the distribution to fiscal year 2011’s earnings.

Response: In response to the Staff’s comment, the Company confirms that it will provide in its pro forma statement of financial condition an accrual for the distribution to be made in connection with the offering and reorganization. The Company also confirms that it will provide a pro forma statement of financial condition alongside its most recently presented historical statement of financial condition that reflects the distribution accrual without giving effect to the offering proceeds.

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Response: In response to the Staff’s comment, the Company has revised footnote (1) on each of pages 58, 59 and 60 to include the title “Business Acquisition”.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 68

Operating Results, page 73

Response: The Company respectfully submits that it does not believe that a breakdown of the rollforward of the Company’s AUM based on discretionary assets and non-discretionary assets is useful information to a potential investor in analyzing the Company’s business for the reasons outlined below. As previously explained in the Company’s response to question number 46 in the Staff’s prior comment letter, non-discretionary AUM represent assets that the Company monitors and for which the Company provides reporting, but over which the Company does not have investment discretion. Non-discretionary assets may include non-marketable assets such as real estate and privately held securities. Thus, the value of these assets is not nearly as dynamic as the Company’s discretionary AUM. In addition, the effective fee rate for non-discretionary assets averages six basis points and the Company’s compensation arrangement for non-discretionary assets can either be based on the value of the assets, or an agreed-upon fixed annual or hourly fee. Because the Company’s non-discretionary AUM represent an immaterial portion of its revenue, the Company believes separating out the rollforward of the Company’s AUM for discretionary and non-discretionary assets would distract an investor in its review of the Company’s business rather than focus the investor on the material information and the overall picture of the business and operations of the Company. In addition, the Company notes that footnote (4) to the table on page 75 of the Registration Statement provides the discretionary and non-discretionary AUM for each of the periods presented.

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Response: In response to the Staff’s comment, the Company has revised the disclosure on page 70 of the Registration Statement to provide a breakdown of the Company’s AUM as of March 31, 2012 between separately managed accounts and its funds. Please note that the Company has not separately disclosed the amount of its AUM in its proprietary funds and sub-advised funds because the disclosures surrounding revenue, fees and its fund business is not described along these lines in the Registration Statement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 71 of the Registration Statement to include the average management fee rate for fiscal year 2009 and the two interim periods presented. The average management fee rate is contingent upon the mix of investments that comprise the Company’s AUM. This mix ultimately drives the Company’s revenue and the revised disclosure on pages 76 and 77 of the Registration Statement includes a qualitative discussion of the effect of components of AUM on revenue. Furthermore, the Company respectfully directs the Staff to the last two paragraphs in the section entitled “Revenue Recognition” on page 86 of the Registration Statement which provides a quantitative analysis of the impact of the change in average AUM on revenues and average fee rate. The Company has also revised the disclosure on page 71 of the Registration Statement to provide investors with a qualitative discussion of the material factor that resulted in changes in the average management fee rate for each period presented.

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Response: In response to the Staff’s comment in the first two bullets, the Company has revised the disclosure on page 75 of the Registration Statement. With respect to the second bullet, any flows related to client funds that comprise their accounts are reflected in new account flows, closed account flows and net client cash flows. Clients do not hold investments in the Company, therefore, contributions from investors and distributions to investors (i.e., for realization events) are not applicable.

In response to the Staff’s comment in the third bullet, the Company is not able to track market appreciation and depreciation over the periods presented in a manner that would be meaningful to investors. The AUM rollforward disclosed in the Registration Statement presents the change in the Company’s AUM over a set period. Whereas, the value of the Company’s AUM appreciates and/or depreciates on a daily basis based on the market. Thus, the Company believes that including market appreciation/depreciation on a net basis is more meaningful disclosure to provide a clear understanding to investors of the Company’s revenues derived from its AUM over the period presented.

In addition, the Company believes that the most meaningful disclosure with respect to how client assets have performed in the market is the disclosure regarding the Company’s performance and AUM growth on pages 91, 92 and 100 of the Registration Statement. As noted on page 100 of the Registration Statement, the Company’s equity and fixed income management strategies are benchmarked against the rigors of the CFA Institute’s Global Investment Performance Standards, which requires annual independent audits and represents the highest institutional standard for investment performance measurement. These results are formally reported to the Company’s clients quarterly. The Company has revised its disclosure on page 75 of the Registration Statement to cross reference market appreciation and depreciation included in the AUM table with investment strategy performance information disclosed elsewhere in the Registration Statement.

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Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 75, 76 and 77 of the Registration Statement. In addition, the Company respectfully directs the Staff to the disclosure on pages 71 and 72 of the Registration Statement which discusses factors that affect fluctuations in the Company’s AUM.

Liquidity and Capital Resources, page 79

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 81 of the Registration Statement to provide that it intends to fund the distribution that it will make to its current owners for undistributed earnings generated prior to the offering out of its operating cash flow at the time of the distribution. At such time as the amount of the distribution is determined, the Company will disclose the amount of the distribution in a future amended registration statement.

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Response: In response to the Staff’s comment, the Company does not have the necessary information at this time to disclose the range of future payments pursuant to the tax receivable agreement. The range of future payments is dependent upon the number of Class B Units in Silvercrest L.P. which will be outstanding after the offering. At this time, the Company has not determined the number of Class B Units which will be redeemed with offering proceeds. Until that determination is made, the Company will be unable to disclose the range of future payments pursuant to the tax receivable agreement. The Company directs the Staff to the disclosure on page 82 of the Registration Statement which includes a place holder for the range of payments to be included. The Company confirms that it will include this range of potential payments when it determines the number of Class B Units that it will redeem with offering proceeds. In addition, the Company has revised the disclosure on page 81 of the Registration Statement to disclose how it intends to fund the required payments and account for the tax receivable agreement in its consolidated financial statements.

Risk Considerations in our Compensation Program, page 115

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 117 of the Registration Statement.

Index to Financial Statements, page F-1

Silvercrest L.P.

Consolidated Statements of Cash Flows, page F-10

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 82 and 83, F-10, F-11 and F-36 of the Registration Statement to reclassify contingent consideration payments made in connection with the acquisition completed prior to January 1, 2009 and accounted for such payments in accordance with SFAS 141 as an investing activity instead of a financing activity.

1. Organization and Business, page F-12

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Response: In response to the Staff’s comment, the Company has revised its disclosure on pages F-12 and F-39 of the Registration Statement to clarify that each member’s voting interests remained the same for each of the members prior to and after the reorganization transactions in addition to the ownership interests.

2. Summary of Significant Accounting Policies, page F-12

Business Combinations, page F-14

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages F-14 and F-41 of the Registration Statement to expand the disclosure of its policy for the classification of contingent consideration payments that exceed acquisition date fair value of the contingent consideration in the cash flow statement.

Partner Distributions, page F-15

Response: In response to the Staffs comment, the Company did also consider View A: Payments to IDR holders in MLP’s represent compensation expense and the guidance in EITF 95-8 (ASC 840-10-55-24 - 55-26). View A proponents believe that payments to the IDR holders are essentially performance based pay to the general partner for services provided to the partnership and that there is no fundamental difference between the substance of such an arrangement and a profit-sharing plan. As indicated in the Company’s response to the Staff’s previous comment, all of the Company’s employee partners receive a salary that compensates them for their services, which is recorded as compensation expense. In addition, in the absence of specific authoritative guidance with respect to incentive distributions to limited partners, the Company has historically treated incentive allocations as distributions, as stipulated in its partnership agreement.

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Upon completion of the reorganization and this offering, the Company will account for partner incentive allocations as compensation expense in its consolidated statement of operations. The Company will include an adjustment to reflect incentive allocations as compensation expense in its pro forma consolidated financial information when the information related to the Company’s reorganization and offering is available. Accordingly, the Company has revised its disclosure on pages 60, 61, 67, 68 and 72 of the Registration Statement.

Partner incentive allocations were $5,073, $2,691 and $7,171 for the years ended December 31, 2011, 2010 and 2009, respectively, as disclosed in Note 12 to the Consolidated Financial Statements.

11. Commitments and Contingencies, page F-24

Partners’ Interests and Options Granted, page F-25

Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-26 of the Registration Statement to disclose the ownership interest Vulcan acquired from certain former investor members of SAMG LLC in April 2007.

17. Equity-Based Compensation, page F-29

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages F-30 and F-55 of the Registration Statement to expand upon its disclosures required by ASC 718-10-50-2.d for each period presented.

Thank you for your prompt attention to the Company’s responses to the comments. Should you have any questions or comments with respect to this submission, please call me at (212) 649-0623 or Christina E. Melendi at (212) 705-7814.

Christina E. Melendi (Bingham McCutchen LLP)

David S. Huntington (Paul, Weiss, Rifkind, Wharton & Garrison LLP)

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