SecProbe.io

January 24, 2020
Justin Enbody
Chief Financial Officer
Kennedy-Wilson Holdings, Inc.
151 S El Camino Drive
Beverly Hills, CA 90212
Re:Kennedy-Wilson Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed January 17, 2020
File No. 333-235472
Dear Mr. Enbody:
            We have reviewed your amended registration statement and have the following
comment.  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.  If you do not believe our comment applies 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 statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 2, 2020 letter.
Amendment No. 1 to Registration Statement of Form S-3
General
1.We note your response to comment 1 and we reissue it in part.  Since you acknowledge
that the exclusive forum provision in your amended and restated bylaws does not apply to
actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.

 FirstName LastNameJustin Enbody
 Comapany NameKennedy-Wilson Holdings, Inc.
 January 24, 2020 Page 2
 FirstName LastName
Justin Enbody
Kennedy-Wilson Holdings, Inc.
January 24, 2020
Page 2
            Please contact Ronald (Ron) Alper at 202-551-3329 or David Link at 202-551-3356 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Julian Kleindorfer