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February 17, 2023
Jason Carss
General Counsel and Secretary
KKR Infrastructure Conglomerate LLC
30 Hudson Yards
New York, NY 10001
Re:KKR Infrastructure Conglomerate LLC
Amendment No. 3 to Registration Statement on Form 10-12G
Filed February 3, 2023
Response Letters dated December 30, 2022 and February 3, 2023
File No. 000-56484
Dear Jason Carss:
            We have reviewed your filing and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment to Form 10-12G filed February 3, 2023
Share Repurchases, page 14
1.We note your intention to conduct recurring tender offers and to apply the Early
Repurchase Fee to shares tendered by certain security holders. Please provide us your
analysis of your ability to comply with Rules 14e-5 and 13e-4(f)(8)(ii) while conducting
the tender offers described in your disclosure.
2.Regarding your statement that the amount of "Excess Shares" the Manager may
recommend the company offer to purchase will depend upon, among other things, the
amount of subscriptions received by the company during the month prior to the expiration
of the tender offer. Please elaborate on how subscriptions received would impact the
amount of Excess Shares.

 FirstName LastNameJason Carss
 Comapany NameKKR Infrastructure Conglomerate LLC
 February 17, 2023 Page 2
 FirstName LastName
Jason Carss
KKR Infrastructure Conglomerate LLC
February 17, 2023
Page 2
We would not be able to operate our business according to our business plans if we are required
to register as an investment company . . . , page 47
3.We have reviewed the response to comment 1 in your letter dated December 30, 2022.
 We have the following additional questions, to be answered supplementally:

•The response notes that Holdings I may have Joint Ventures with two general
partners.  Please describe the type of entity that would hold such other general
partnership interest and how the other general partner is related to the Company’s
general partner ownership interest.  Will such other general partner ever be
unaffiliated with the Company?  Would the Company’s GP Entity hold a majority
interest?  Would it ever be less than a majority?  Please also discuss the nature of
each of the Company's GP entity and the other general partner’s involvement in
management of the Holdings I Joint Venture.  Would such general partner ever
jointly manage and, if so, how does that affect your analysis under Howey and
Williamson?  Page 9 of your response states that “[w]here the Form JV Agreement
contemplates two general partners, those two general partners will be in parity,
ensuring that there is no circumstance in which the Company would have limited
authority in comparison to the other general partner.”  Please explain in further detail
what that means and how much authority each of the Company's GP entity and other
general partner would have.

•Please provide us with more information about the Manager, including whether the
Manager will render advice as to securities, its involvement vis a vis the Joint
Venture, and, if so, whether the Manager can be replaced or removed, the applicable
authority for that to happen, and prerequisites for that to happen.

•Which entity will hold the Capital Preservation assets?

•In the formulas listed on pages 13-14 of the response, please note and confirm that
the second reference to “Cash Equivalents” should be “cash items” as used in the
Investment Company Act of 1940.

•In the analysis of the Company’s status as a special situation investment company,
please discuss the Company’s plans for disposing of infrastructure assets and how
those plans differ from those of a special situation investment company.  Please
explain how long the Company, through its subsidiaries and Joint Ventures, will
typically hold infrastructure assets.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Howard Efron at (202) 551-3439 or Kristina Marrone at (202) 551-

 FirstName LastNameJason Carss
 Comapany NameKKR Infrastructure Conglomerate LLC
 February 17, 2023 Page 3
 FirstName LastName
Jason Carss
KKR Infrastructure Conglomerate LLC
February 17, 2023
Page 3
3429 if you have questions regarding comments on the financial statements and related
matters.  Please contact Pamela Long at (202) 551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark Brod