SecProbe.io

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Mail Stop 4561

								June 22, 2005

Barbara J.S. McKee, Esq.
General Counsel and Secretary
KKR Financial Corp.
Four Embarcadero Center, Suite 250
San Francisco, CA 94111

Re:	KKR Financial Corp.
	Form S-11/A filed on June 21, 2005
	File No. 333-124103

Dear Ms. McKee:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Fourth Amended Form S-11

General

1. We note from the $250 million loan agreement with JP Morgan and
Citigroup, attached as Exhibit 10.9 to your registration
statement,
that your overall leverage is limited to 12.5.  Please disclose
this
limitation on page 4 of your summary and discuss it in your MD&A,
on
page 63, in terms of your actual overall leverage and your
anticipated leverage going forward.

Distribution Policy, page 17

2. Please disclose how you intend to pay the anticipated second-
quarter distribution (i.e., working capital).  Also, with respect
to
your April distribution, please disclose here that it exceeded net
income by $4.2 million in the first quarter and was paid out of
cash
on hand.

Risk Factors, page 20

3. We note the $250 million loan agreement with JP Morgan and
Citigroup, attached as Exhibit 10.9 to your registration
statement.
We further note, from page 181, a $36 million demand loan from JP
Morgan.  Please discuss in detail the risk related to financial
covenants and default provisions contained in these agreements
(including what constitutes default).  Your discussion should be
separate from the risk factor described on page 43, related to
failure to make a required distribution.  However, your discussion
should encompass, among other things:

* the limitation on distributions in excess of 100% of taxable
income
(please clarify whether you mean REIT taxable income);
* the prohibition on distributions in the event of default (please
define default); and
* limitations on your ability to incur new debt (please discuss
specifically whether you would be able to incur debt to meet your
short-term liquidity needs, such as distributions).

Also, please attach the demand loan agreement to your registration
statement as an exhibit.

Other

      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	No further review of the registration statement has been or
will
be made.  We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
they
have provided all information investors require for an informed
decision.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should 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 company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendments for further
review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Rachel Zablow at 202-551-3428 or Steven
Jacobs,
Accounting Branch Chief, at 202-551-3403 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or the undersigned
at
202-551-3495 with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc:	Joseph Kaufman (via facsimile)
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KKR Financial Corp.
June 22, 2005
Page 1

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