SecProbe.io

September 2, 2011
 Via E-mail

David J. Sorkin General Counsel KKR & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019
Re: KKR & Co. L.P.
Post-Effective Amendment No. 2 to Form S-1 on Form S-3 Filed August 17, 2011
  File No. 333-169433

Dear Mr. Sorkin:

We have limited our review of your registra tion statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  Where you do not beli eve 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 any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. It appears that you are relying upon General Instruction I.B. 4 of Form S-3 to register the
transaction.  Please revise your disclosure to indicate, if tr ue, that all of the KKR Group
Partnership Units overlying the common units of KKR & Co. L.P. covered by the registration statement are presently outstand ing.  If you are unable to provide this
disclosure, please tell us why you believe you may register the transaction on Form S-3.

David J. Sorkin KKR & Co. L.P. September 2, 2011 Page 2

 2. We note that you are registering the offer a nd sale of common units of KKR & Co. L.P.
that are issuable in exchange for KKR Group Partnership Units.  We further note that
pursuant to Section 2.1 of the exchange agreement, it appear s that the unit holders have
the right to exchange their KKR Group Pa rtnership Units for common units of KKR &
Co. L.P. at least once per quarter.  As desc ribed in Question 103.04 of our Securities Act
Sections Compliance and Disclosure Interpre tations, which are available on our website,
when securities are exchangeable within one year, we generally deem an offering of both the overlying security and the underlying security  to be taking place.  If the offer of the
common units of KKR & Co. L.P. were deemed  to have commenced privately, prior to
the filing of the registration st atement, then it appears that  you would not be able to
complete the issuance of the common units of KKR & Co. L.P. in a registered transaction.  Please refer to Question 134.02 of  our Securities Act Sections Compliance
and Disclosure Interpretations.  If you believe  that we should not deem the offer of the
common units of KKR & Co. L.P.  to have co mmenced privately, please provide us with
your analysis in support of this view.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 staff comments a nd 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.

David J. Sorkin KKR & Co. L.P. September 2, 2011 Page 3

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or Dietrich King, Staff
Attorney, at (202) 551-3338 with any questions.
Sincerely,  /s/ Dietrich King for  Pamela A. Long Assistant Director
  cc: Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP (via E-mail)