SecProbe.io

April 18, 2013

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.
  Registration Statement on Form S-3
Filed  April 12, 2013
  File No.  333-187894

Dear Mr. Sorkin :

We have limited our review of your registration statement to the issue we have addressed
in our comment  below .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment appl ies 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 registration stateme nt and the information you
provide in response to this comment, we may have  additional comments.

Exhibit  Index, page II -1

1. Please file an executed  tax opinion that opines to the tax matters for the securities
registered on this registration statement ra ther than the securities registered on
Form S -1 (File No. 333-169433)  filed on September 16, 2010 .  Refer to Staff Legal
Bulletin No. 19 (October 14, 2011)  when preparing your opinion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

David J. Sorkin
KKR & Co. L.P.
April 18, 2013
Page 2

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

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 and 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as 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 proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact  Eric Envall  at (202) 551 -3234  or Laura Crotty, Special Counsel , at
(202) 551 -3563  with any questions.

Sincerely,

 /s/ Laura Crotty for

 Suzanne Hayes
Assistant Director