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CORRESP
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CORRESP

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

 JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

 March 30, 2023

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, NE

 Washington, DC 20549

 Attn: Karen Rossotto, Senior Counsel

Re:
 KKR FS Income Trust

Registration Statement on Form 10

File No. 000-56493

Dear Ms. Rossotto:

 On behalf of KKR FS
Income Trust (the “Fund”), this letter responds to the comments issued by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission
(“Commission”) in a letter dated December 19, 2022 relating to the Fund’s registration statement on Form 10 that was filed with the Commission on November 17, 2022 (the “Registration
Statement”).

 For your convenience, the Staff’s comments are included in this letter, and each comment is followed by
the response of the Fund. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to them in the replacement registration statement on Form 10 filed by the Fund on the date hereof (such registration
statement being referred to herein as the “Replacement Registration Statement”). Unless otherwise indicated, all page references in the Fund’s responses below are to page numbers in the Replacement Registration
Statement.

 General

1.
 Your Form 10 filing indicates your intention “to file to be regulated as a business development company
....” Based on your EDGAR filing history you have not filed a Form N-6F or a Form N-54A. Briefly explain your intentions with respect to the filing of these forms.

 Response: The Fund advises the Staff, on a supplemental basis, that it intends to file a Form N-54A subsequent
to the filing of the Replacement Registration Statement and no later than concurrently with the effective date of the Fund’s registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Fund believes that the current disclosure is accurate and consistent with the disclosure practices of other BDCs that file registration statements on Form 10. We note that, as the Fund has not indicated its intent to conduct a public offering
via the filing of a registration statement on Form N-2 or other comparable method, we do not believe that the filing of a Form N-6F is necessary or appropriate.

 March 30, 2023

  Page
 2

2.
 In addition to the Multi-Class Exemptive Relief referenced on page 7, please advise us if you have submitted or
expect to submit any additional exemptive applications or no-action requests in connection with your registration statement.

Response: The Fund advises the Staff, on a supplemental basis, that it has not submitted, and does not currently expect to submit, any
additional exemptive applications or no-action requests in connection with the Replacement Registration Statement.

3.
 Please confirm that the Fund does not intend to issue debt securities or preferred stock within a year from the
effective date of the registration statement. If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additional disclosure of risks to holders of common stock in the event of a
preferred shares offering.

 Response: The Fund advises the Staff that it may enter into a revolving credit agreement with
a bank or other financial institution to finance its investment activities within a year from the effective date of the Replacement Registration Statement. The Fund has no current plans to issue other debt securities within a year of the effective
date of the Replacement Registration Statement.

 As disclosed in the Replacement Registration Statement, the Fund is conducting a private offering of
preferred stock to a select group of individual investors who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has revised the risk factor disclosure in the
Replacement Registration Statement accordingly. Please see starting on page 97 of the Replacement Registration Statement for reference. Except as disclosed in the Replacement Registration Statement, the Fund has no current plans to issue preferred
stock within a year of the effective date of the Replacement Registration Statement.

 The Fund also respectfully refers the Staff to the disclosures in
the first paragraph on page 15 and on pages 43 and 44, under the heading “Leverage and Senior Securities; Coverage Ratio”.

4.
 Please ensure that the Fund will comply with the Exchange Act reporting requirements in filing their first 10-Q or 10-K. After a registrant’s first registration statement is effective, a Form 10-Q for the quarter following the most
recent period included in the registration statement is due the later of 45 days after the effective date or the date the Form 10-Q would otherwise be due. If the effective date of an initial registration
statement was within 45 days (90 days for a Smaller Reporting Company) after the fiscal year-end, but does not include the audited statements of the just recently completed year, the annual Report on Form 10-K is due within 90 days after its fiscal year-end.

Response: The Fund acknowledges the Staff’s comment and confirms that the Fund will comply with applicable reporting requirements
under the Exchange Act.

 Explanatory Note

5.
 Please include in the bolded bullets, if accurate, the following: You may not sell your shares of the Fund or
transfer your capital commitment without the written consent of the Fund. We suggest the bullets also appear prominently immediately above the signature line on the Subscription Agreement.

Response: The Fund has revised the disclosure in the Replacement Registration Statement in response to the Staff’s comment. Please see page
1 of the Replacement Registration Statement.

 March 30, 2023

  Page
 3

 Item 1. Business

The Fund (page 4)

6.
 In the second sentence of the fourth paragraph, the disclosure states the Fund’s “shares of
beneficial interest are intended to be sold by the BDC monthly on a continuous basis at a price generally equal to the BDC’s monthly net asset value [emphasis added].” Please delete the word “generally” and clarify
“monthly on a continuous basis”.

 Response: The Fund has revised the disclosure accordingly. Please see page 4
of the Replacement Registration Statement for reference.

7.
 Please address the following comments concerning the disclosure in the last paragraph on page 5 and carried
over to page 6:

a.
 The disclosure states that the Fund will invest 30% of its total assets in “private asset-based finance
investments” that derive returns from “diversified pools of underlying hard and financial assets”. With respect to these ABF Investments, please

•

 Clarify whether these investments are qualifying assets for purposes of section 55(a) of the Investment Company
Act;

 Response: The Fund advises the Staff, on a supplemental basis, that to the extent that an ABF Investment constitutes
an asset-backed issuer that meets the exclusion provided by Rule 3a-7 under the 1940 Act, the Fund expects to treat such ABF Investment as a “qualifying asset” under Section 55(a) of the 1940
Act to the extent that the investment otherwise complies with the applicable requirements of Section 55(a) and Section 2(a)(46) of the 1940 Act. However, the Fund expects that a majority of its ABF Investments will rely on the exclusion
from the definition of investment company provided by Section 3(c)(7) of the 1940 Act or another sub-section of Section 3(c), and thus does not expect such ABF Investments to be considered to be
eligible portfolio companies under the 1940 Act. To the extent that such ABF Investments are not considered to be eligible portfolio companies, the Fund will not treat them as qualifying assets for purposes of Section 55(a) of the 1940 Act. The
Fund has revised the disclosure in response to the Staff’s comment. Please see page 6 of the Replacement Registration Statement.

•

 Disclose in an appropriate location, the types of Contractual Cash Flows you will invest in (e.g.,
royalties), the level of your involvement (actively managing versus passive participation), and any unique investment considerations or risks associated with the asset class;

Response: The Fund respectfully refers the Staff to the existing disclosure in the bullet titled “Contractual Cash Flow” on page 24 of
the Replacement Registration Statement, which has been revised in response to the Staff’s comment.

•

 Explain what “hard” assets are;

Response: The Fund respectfully refers the Staff to the existing disclosure on pages 23 and 24 of the Replacement Registration Statement,
including the portion of the graphic titled “Hard Assets” and the bullet further below titled “Hard Assets”.

•

 Disclose any unique conflicts, including fees payable to the Adviser or its affiliates, in connection with ABF
Investments (including, for example, fees paid by the ABF vehicle for structuring or management); and

 March 30, 2023

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 4

 Response: The Fund does not believe ABF Investments present unique conflicts beyond what is
already disclosed in the Replacement Registration Statement. It is not expected that the ABF vehicles will pay any additional fees to the Adviser or its affiliates for structuring or managing the ABF Investments. To the extent that any other
types of fees are paid by the ABF vehicles to the Adviser or its affiliates, any such payments would be consistent with the Fund’s disclosure and applicable guidance from the SEC and its Staff on the use of affiliated service providers.

•

 Consider the need for additional strategy and risk disclosure addressing your diligence with respect to ABF
Investments and how you structure and monitor the performance of ABF Investment, but only to the extent these considerations are materially different from other portfolio investments.

Response: The Fund has revised the disclosure on page 23 of the Replacement Registration Statement in response to the Staff’s comment,
under the heading “Investments in Asset-Based Finance Opportunities.”

b.
 Please explain in this section what “risk-adjusted” returns are. Please also explain here in plain
English the meaning of first-lien loans, senior secured loans and subordinated loans, as well as “senior loans and junior capital”. Alternatively, please provide a cross-reference to Investment Types on page 19.

 Response: The Fund has revised the disclosure on page 5 of the Replacement Registration Statement in response to the
Staff’s comment and has provided a cross-reference to “Investment Types.”

c.
 The penultimate sentence of this paragraph discloses that the “majority of our ABF Investments” is
expected to be originated through “lending and servicing platform businesses established by KKR Credit.” In addition to the disclosure in the section The Adviser on page 6, please clarify the relationship among KKR Credit, FS
Investments and the Adviser and the role of each entity in making investment decisions for the Fund.

 Response: The Fund
has revised the disclosure accordingly. Please see page 6 of the Replacement Registration Statement.

 The Adviser (page 6)

8.
 The disclosure in this section states that the Adviser is “jointly operated by” and a
“partnership between” KKR Credit and an affiliate of FS Investments. Please disclose the name of the affiliate of FS Investments.

Response: The Fund has revised the disclosure accordingly. Please see page 6 of the Replacement Registration Statement.

 March 30, 2023

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 5

 Private Offering of Common Shares (page 7)

9.
 The disclosure in the first paragraph of this section states that the Fund will conduct a Private Offering of
Common Shares in reliance on various exemptions from the Securities Act. The disclosure further states that “[f]ollowing the BDC Election Date...we intend to hold monthly closings for the Private Offering, in connection with which we will issue
Common Shares to investors for immediate cash investment.” Please disclose how the Private Offering will change following the BDC Election Date. In doing so, please clarify the regulatory status of the Common Shares – e.g., will
they now be registered under the Securities Act? Please also clarify the status of the Fund – e.g., will the Fund operate as a private fund in reliance on section 3(c)(7) prior to the BDC Election Date and as a BDC after? The disclosure
further states the BDC Election Date will be determined “in [the Fund’s] sole discretion.” Please disclose an anticipated time period when, or circumstances under which, the BDC Election Date is intended to occur.

 Response: The Fund has revised the disclosure accordingly. Please see pages 7 and 8 of the Replacement Registration
Statement.

10.
 In this section, or at an otherwise appropriate place within the registration statement, please discuss what
eligibility criteria, including minimum commitment amounts, potential investors will have to satisfy before being permitted to invest in Fund shares.

Response: The Fund has revised the disclosure accordingly. Please see page 8 of the Replacement Registration Statement for reference.

11.
 It is unclear what the disclosure in the third paragraph (beginning “We intend to issue Common
Shares...”) is saying. Please revise.

 Response: The Fund has revised the disclosure accordingly. Please see page 8
of the Replacement Registration Statement.

12.
 The disclosure in the second sentence of the fourth paragraph states “Investors with Capital Commitments
will be required...to fund drawdowns to purchase Class S shares...each time that the Fund delivers a drawdown notice.” Please disclose here potential consequences of an investor’s failure to meet capital calls.

Response: The Fund has revised the disclosure accordingly. Please see page 8 of the Replacement Registration Statement.

13.
 The third sentence in the fourth paragraph (beginning with “Drawdown purchases...”) is four lines
long and difficult to follow. Please break the sentence up so this disclosure is easier to understand.

 Response: The Fund
has revised the disclosure accordingly. Please see page 8 of the Replacement Registration Statement.

14.
 The disclosure in the fourth paragraph further states “Subscription Agreements provide that the Fund
retains the right, at its discretion, to call drawdown capital on a non-pro rata basis in certain circumstances.” Please explain to us what these circumstances are and the policies the Fund has in place
to ensure investors are treated fairly and equitably. The penultimate sentence of these paragraph states “The Fund may also, if determined by the Fund in its sole discretion, from time to time require capital contributions from some investors
with Capital Commitments and not others.” Please similarly explain to us the circumstances under which the Fund may do this.

 March 30, 2023

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 6

 Response: The Fund advises the Staff, on a supplemental basis, that the Fund may call drawdown
capital on a non-pro rata basis or may require capital contributions from some Fund investors with Capital Commitments and not others (i) to seek to equalize the percentage of a particular investor’s
total Capital Commitment that has been contributed to the Fund relative to the capital contributions of other investors, (ii) to avoid (a) any violation of the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or
“blue sky” laws applicable to the Fund, (b) an issuance of Common Shares that would constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or
Section 4975 of the Code, or (c) all or any portion of the assets of the Fund to constitute “plan assets” under ERISA or Section 4975 of the Code, or (iii) for regulat