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CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE: +1-202-636-5500

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 Direct Dial Number

+1-202-636-5806

E-mail Address

Ryan.Brizek@stblaw.com

 August 31, 2023

 VIA EDGAR

 David P. Mathews

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Apollo S3 Private Markets Fund

Registration Statement on Form N-2

1933 Act File No. 333-272231; 1940 Act File No. 811-23878

Dear Mr. Mathews:

 On
behalf of Apollo S3 Private Markets Fund (the “Fund”), we hereby file with the Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 1 to the Fund’s registration statement on Form N-2 (the
“Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”). The Registration Statement includes revisions in response to
comments from the staff of the Division of Investment Management (the “Staff”) of the Commission received by the undersigned via email on June 26, 2023 relating to the initial filing of the Registration Statement (the “Comment
Letter”) and revisions to otherwise update disclosure.

 In addition, on behalf of the Fund we are providing the
following responses to the Comment Letter. For convenience of reference, the Staff’s comments have been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Where the Fund has revised disclosure in the Registration Statement in response to a comment, additions are underlined and deletions are struck.

GENERAL COMMENTS

 1.    Staff
Comment: We note that the Registration Statement is missing information and exhibits and contains numerous sections that indicate that they will be added, completed or updated by amendment. We may have additional comments on such portions when
you complete them in a pre-effective amendment, as well as on disclosures made in response to this letter, on supplemental information provided, or on exhibits filed with any pre-effective amendment.

Response: The Fund respectfully acknowledges the Staff’s comment.

2.    Staff Comment: Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure
appearing elsewhere in the Registration Statement. Please make all conforming changes.

 Response: The Fund has made applicable
conforming changes.

NEW YORK

BEIJING

BRUSSELS

HONG KONG

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

    TOKYO

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 3.    Staff Comment: In addition to exemptive orders previously received by an
affiliate of the Adviser, and upon which you represent that the Fund will rely upon (e.g., multi-class and co-investment exemptive relief), please advise whether the Fund intends to rely on any additional application(s) for exemptive or
no-action relief in connection with the Registration Statement, and if so, the anticipated timing of any applications or requests for relief.

Response: The Fund does not currently expect to rely on any additional exemptive orders or no-action relief in connection with the
Registration Statement, other than those previously disclosed in the Registration Statement.

 4.    Staff Comment: Please tell
us if you have presented or will present any “test the waters” materials to potential investors in connection with this offering. If so, please provide us with copies of such materials.

Response: The Fund confirms that it does not currently intend to present any “test the waters” materials to potential
investors in connection with its offering of Shares but may rely on Rule 433 or Rule 482 to present information outside of “test the waters” materials. If, in the future, the Fund determines to present any “test the waters”
materials, it will provide the Staff with copies of those materials.

 5.    Staff Comment: Please confirm that the Fund does
not intend to issue debt securities or preferred shares within a year from the effective date of the Registration Statement. If the Fund plans to issue debt securities or preferred shares within a year from the effectiveness of the Registration
Statement, please include additional disclosures of risks to Shareholders in the event of a preferred shares or debt offering. Please also consider the impact such issuance may have on other disclosures, such as the Fee Table and revise throughout
as appropriate.

 Response: The Fund so confirms it does not intend to issue debt securities or preferred shares within a year from
the effective date of the Registration Statement.

 6.    Staff Comment: Your disclosure indicates that investors’ money
will be held in an account with the Transfer Agent pending any closing, with interest credited to the Fund. Please clarify: (1) whether prospective investors will be able to rescind their subscriptions prior to acceptance and recoup their money
from escrow prior to acceptance and, if so, whether they will receive interest (e.g., in the same manner as prospective investors whose subscriptions are rejected will receive a pro rata share of interest earned on escrowed funds);
(2) whether the Fund will have control or access to this money prior to closing; and (3) whether the money will be invested in cash or in other instruments by the Transfer Agent.

Response: In light of the Staff’s comment, the Fund has revised this disclosure to provide that funds placed in an account with
the Fund’s transfer agent pending closing will not earn interest.

 PROSPECTUS

Cover Page

 7.    Staff
Comment: On the Cover Page (and also on pages 14 (“Summary of Terms”) and 90 (“Purchasing Shares”), the disclosure states Shares may be offered more or less frequently than the first business day of each month, as determined
by the Board in its sole discretion. Please clarify in the disclosure how Shareholders will be notified should the Fund determine to offer Shares more or less frequently than monthly.

Response: Should the Fund determine to offer Shares more or less frequently than monthly, the Fund will promptly inform Shareholders of
any modification via its website or by press release. The Fund notes for the Staff that its website is not yet live, but will become active prior to the issuance of any Shares to third parties. The Fund has updated disclosure in the Registration
Statement to reflect the above comment.

 Cover Page: The Shares will generally be offered on the first business day of each month at the
net asset value (“NAV”) per Share on that day, except that Shares may be offered more or less frequently as determined by the Fund’s Board of Trustees (the “Board”) in its sole discretion. Should the Fund determine

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to offer Shares more or less frequently than monthly, the Fund will promptly inform Shareholders (as defined below) of any modification via its website or by press release.

Page 14: Shares will generally be offered for purchase as of the first business day of each calendar month at the NAV per Share on that date,
except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. Should the Fund determine to offer Shares more or less frequently than monthly, the Fund will promptly inform Shareholders of any
modification via its website or by press release.

 Page 90: Following the initial closing, Shares will generally be offered for
purchase as of the first business day of each calendar month, except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. Should the Fund determine to offer Shares more or less frequently than
monthly, the Fund will promptly inform Shareholders of any modification via its website or by press release.

 8.    Staff
Comment: The disclosure in footnote 1 to the fee table indicates that the “Fund” may, in its sole discretion, accept investments below the stated minimums. On pages 13 (“Summary of Terms”) and 90 (“Purchasing
Shares”) of the Registration Statement, additional disclosure is provided regarding the circumstances under which investments below the stated minimums may be accepted, including exceptions as determined by the “Board” for Apollo
Employees and vehicles controlled by such employees, or as determined by the Fund, the “Adviser” or “Distributor” – in the discretion of each – for varied types of investors based on their, or their financial
intermediary’s, overall relationships with the Fund, Adviser and/or Distributor.

●

 Staff Comment: Please supplementally explain why it would be appropriate for the Adviser or Distributor to
unilaterally exercise discretion on behalf of the Fund to reduce or accept investments below the stated minimums, or aggregate accounts to meet the stated minimums, without Board consideration or approval.

Response: The Fund confirms that any waiver of investment minimums by the Adviser or Distributor would be carried out pursuant to
authority delegated to them by the Board. In light of the staff’s comment the Fund has revised the disclosure accordingly.

●

 Staff Comment: Please provide examples as to the types of “vehicles controlled by” Apollo
Employees that will be able to invest for less than the stated minimum initial investment.

 Response: The Fund
has determined that there are no “vehicles controlled by” Apollo Employees that will invest less than the stated minimum as an initial investment in the Fund and has revised its disclosure accordingly.

9.    Staff Comment: The disclosure in footnote 1 to the table on the Cover Page, in the context of describing the
Distributor’s services on a best efforts basis, also states that “... nor have arrangements been made to place shareholders’ funds in escrow, trust or similar arrangement.” Please clarify this statement in light of disclosure
elsewhere in the Registration Statement (e.g., pages 14 and 91, and referenced in comment 6 above) regarding establishment of an escrow account with the Transfer Agent to hold prospective investors’ funds pending each closing.

Response: In light of the Staff’s comment, the Fund has revised this disclosure to clarify there will be no escrow arrangement
that requires a certain amount of subscription to be received prior to the Fund’s initial public offering. The escrow disclosure on pages 14 and 91 refers to the process for the Fund’s monthly subscriptions, not an escrow break prior to an
initial public offering.

 Cover Page: The Distributor is not obligated to sell any specific number of shares, nor have arrangements been
made to maintain place shareholders’ funds in escrow, trust, or similar arrangement for purposes of raising a specific amount of subscription requests prior to the time the Fund commences its initial public
offering.

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 10.    Staff Comment: Please add a statement to footnote 2 to the Cover Page table
(and elsewhere in the Registration Statement where applicable) indicating that any additional transaction fees or other fees assessed by a financial intermediary on Class S Shares are not reflected in the tables and examples, as applicable.

Response: The Fund has updated disclosure in the Registration Statement to reflect that additional transaction fees or other fees
assessed by a financial intermediary on Class S Shares are not reflected in the tables and examples.

 Footnote 2: No upfront sales load
will be paid with respect to Class S Shares or Class I Shares, however, if you buy Class S Shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage
commissions, in such amount as they may determine, provided that financial intermediaries limit such charges to a 3.5% cap on NAV for Class S Shares. Transaction fees or other fees assessed by a financial intermediary on Class S Shares are not
reflected in the fee table and examples. Financial intermediaries will not charge such fees on Class I Shares. Your financial intermediary may impose additional charges when you purchase Shares of the Fund. Please consult your financial
intermediary for additional information.

 Page 14: No upfront sales load will be paid with respect to Class S Shares or Class I Shares,
however, if you buy Class S Shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that
financial intermediaries limit such charges to a 3.5% cap on NAV for Class S Shares. Transaction fees or other fees assessed by a financial intermediary on Class S Shares are not reflected in the fee table and examples.

Page 21: No upfront sales load will be paid with respect to Class S Shares or Class I Shares, however, if you buy Class S Shares through
certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 3.50% cap
on NAV for Class S Shares. Transaction fees or other fees assessed by a financial intermediary on Class S Shares are not reflected in the fee table and examples.

11.    Staff Comment: Where applicable (i.e., Cover Page/2nd bullet;
page 9), please refer to the Fund’s repurchase offers as being conducted by the Fund (rather than by the Board).

 Response:
The Fund has updated disclosure in the Registration Statement to reflect that the Fund’s repurchase offers are conducted by the Fund and approved by the Board.

Cover Page: The Adviser expects to generally recommend that, in normal market circumstances, the Fund Board conducts
quarterly repurchase offers of up to 5% of the Fund’s net assets, subject to approval by the Board.

 Page 9: Although the
Board may, in its sole discretion, cause the Fund to offer to repurchase outstanding Shares at their NAV and the Adviser expects to generally recommend that, in normal market circumstances, the Fund Board conducts quarterly
repurchase offers of up to 5% of the Fund’s net assets, subject to approval by the Board, there can be no assurance that the Fund will conduct repurchase offers in any particular period and Shareholders may be unable to tender Shares for
repurchase for an indefinite period of time. The Fund is not obligated to repurchase any Shares and may choose to conduct a quarterly repurchase offer of less than 5% of the Fund’s net assets or not conduct a quarterly repurchase offer in any
quarter. As a result, Shares should be considered as having only limited liquidity and at times may be illiquid. Offers for repurchases of Shares, if any, may be suspended, postponed or terminated by approval of the Board under certain
circumstances.

 Page 95: In certain circumstances the Fund Board may determine not to conduct a repurchase offer,
or to conduct a repurchase offer of up to 5% of the Fund’s net assets, subject to approval by the Board.

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 Summary of Offering Terms (pages 1 through 18)

12.    Staff Comment: The disclosures on page 2 of the Summary (and again on page 25 of the Registration Statement) indicate that
for purposes of the Fund’s 80% test, the Fund will invest primarily in “private market investments” and that for purposes of this policy, “private market investments” include Secondary Investments, Co-Investments, Primary
Investments and Private Credit Investments. On page 1, the term “private market investments” is defined as private equity, private credit and “other