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    1095 Avenue of the Americas

        New York, NY 10036-6797

        +1 212 698 3500 Main

        +1 212 698 3599 Fax

        www.dechert.com

                                                                                        RICHARD HOROWITZ

        richard.horowitz@dechert.com

        +1 212 698 3525Direct

October 4, 2024

VIA EDGAR

Alberto H. Zapata

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0504

    Re:
    Lord Abbett Private Credit Fund (f/k/a Lord Abbett Private Credit Fund 1, LP) (the “Fund”)

    File No. 000-56673

Dear Mr. Zapata:

We are writing in response to comments
provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission
(the “SEC”) via e-mail on September 4, 2024, regarding the Fund’s registration statement on Form 10 that was
filed with the SEC on August 5, 2024 (the “Registration Statement”). The Fund has considered these comments and has
authorized us to make the responses discussed below on its behalf.

Concurrently with this letter, the Fund
is filing Amendment No. 1 to its Registration Statement, which reflects the disclosure changes discussed below. Each of the Staff’s
comments is presented below and each comment is followed by the applicable response. Undefined capitalized terms used herein have
the same meaning as in the Registration Statement.

    1.
    General Comments

    a.
    Comment: We note that portions of the Registration Statement are incomplete.
    We may have additional comments on such portions when you complete them, on disclosures made in response to this letter, on
    information supplied supplementally, or on exhibits added.

    Response: The Fund acknowledges the Staff’s comment and confirms that incomplete portions of the Registration
    Statement will be completed and updated in a pre-effective amendment.

    b.
    Comment: Please include an estimate of organizational and offering costs incurred to date.
    In addition, please consider disclosing the accounting treatment for these costs that aligns with the disclosure in the notes
    to the financial statements.

    Response: Organizational and offering costs incurred through June 30, 2024 are $634 thousand
    and $123 thousand, respectively. These amounts are reflected in the Fund’s seed financials included in the amended Form
    10 filing.

    c.
    Comment: Audited financial statements were not provided in the Form 10-12G filed on August
    5, 2024. Please confirm in correspondence that that all required financial statements and supplementary financial information
    will be provided at least 15 days prior to the Form 10’s effectiveness.

    Response: The Fund appreciates the Staff’s comment but is unable to meet this request. The Fund respectfully
    notes that there is no requirement to provide an amended Form 10 at least 15 days prior to effectiveness. The Fund will file
    an amended Form 10 with complete financial statements prior to the Registration Statement becoming effective, consistent with
    the practice of many other business development company (“BDC”) registrants that have made filings on Form 10.

    d.
    Comment: Please state in your response when the Fund intends to file an election to be
    regulated as a BDC.

    Response: The Fund intends to file an election to be regulated as a BDC on October 4, 2024.

    2.
    Explanatory Note

    Comment: The second bullet on
    page 2 states that the Fund expects to use leverage as part of its investing. Please also consider clarifying in the more
    detailed discussions of leverage later in the Registration Statement whether the Fund expects to use leverage during its first
    year of operation.

    Response: The Fund has revised the disclosure
    accordingly.

    3.
    Item 1. Business

    a.
    Comment: The Administrator. Please revise/move the second paragraph of this
    section to address Lord Abbett’s experience as a fund administrator. Please also consider using a different defined
    term for Lord Abbett to avoid confusion with the Adviser.

    Response: The Fund has revised the disclosure in the second paragraph under The Administrator subsection accordingly
    to address Lord Abbett’s experience as a fund administrator. However, the Fund respectfully declines to use a different
    defined term for Lord Abbett. The Fund believes that “Lord Abbett” is clearly defined synonymously with the Administrator
    in the Registration Statement, and that this will not be confused with the Adviser.

    b.
    Comment: (p. 5) Private Offering of Common Shares. The Fund states that prior to the BDC
    Election Date, subscriptions were accepted only from persons who were also “qualified purchasers” under the Investment
    Company Act of 1940 (“1940 Act”) and that the Fund has held closings for the Private Offering. Please confirm,
    supplementally, the accuracy of these statements and consider disclosing the number of closings that have been held to date,
    when these

    Page 2 of 9

    closings occurred, how many investors have committed capital,
    and the amount of aggregate Capital Commitments the Fund has received to date. Has the Fund called capital to date for any
    purpose? Please clarify.

    Response: The Fund has revised the disclosure accordingly to disclose how many investors
    have committed capital and the amount of aggregate Capital Commitments the Fund has received to date. However, the Fund respectfully
    declines to disclose the number of closings that have been held to date and when these closings occurred, as the Fund does
    not believe the number of closings is material.

    c.
    Comment: (p. 6) Private Offering of Common Shares. The disclosure
    in this section states that the 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 disclose — in the appropriate portion of the
    Registration Statement - what these circumstances might be. The Staff may have additional comments or questions depending
    on the response.

    Response: The Fund has revised the disclosure accordingly.

    d.
    Comment: (p. 6) Purchase Price and Fees. Please consider including
    a fee table and an expense example that conforms to the requirements of Item 3.1 of Form N-2 as part of this Purchase Price
    and Fees section.

    Response: The Fund acknowledges the Staff’s comment and respectfully declines
    to add the requested disclosure. We note that Form 10 does not require such disclosure and such disclosure has not been included
    in the Form 10 registration statements of many other private BDCs.

    e.
    Comment: (p. 8) Share Repurchase Program. In the penultimate paragraph
    of this section, it is stated that in the event that any shareholder fails to maintain the minimum balance of $2,500 of our
    Common Shares, the Fund may, at the time of such failure or any time subsequent to such failure, repurchase all of the Common
    Shares held by that shareholder at the repurchase price in effect on the date we determine that the shareholder has failed
    to meet the minimum balance. Please explain the meaning of “repurchase price in effect” in this context.

    Response: The meaning of “repurchase price in effect” is the net asset
    value (“NAV”) on the date the Fund determines that the shareholder has failed to meet the minimum balance.

    f.
    Comment: (p. 8) Share Repurchase Program. The Staff notes the disclosure
    that states repurchases “will be paid in cash promptly after the determination of the relevant NAV per share is finalized.”
    Please revise this and any similar disclosure to state that payment will be made promptly after expiration of any tender offer
    as required by federal securities laws governing these tender offers. See rules l4e-1(c) and 13e-4(t)(5) under the Exchange
    Act.

    Response: The Fund has revised the disclosure accordingly.

    Page 3 of 9

    g.
    Comment: (p. 8) Investment Objectives and Strategy. In the first paragraph of the overview, the disclosure states that the Fund “expects” to invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in secured debt investments. Please restate the 80% investment policy to clarify that the Fund “will” invest in the type of investments suggested by the Fund’s name. Additionally, the Staff notes that the Fund’s name includes the term “private credit.” Please revise the Fund’s 80% policy to reflect its investment in “private” credit as “private credit” is a type of investment. In addition, add disclosure explaining whether derivatives will be counted towards this 80% policy and, if so, how they will be valued. Please also reconcile the description of the Fund’s investment strategies on page 4 referencing investments in private U.S. operating companies and the disclosure on page 8 mentioning directly originated loans to U.S. middle market companies.

    Response: The Fund confirms that derivatives will not be counted towards the Fund’s 80% policy, however, the Fund respectfully declines to discuss derivatives in the Investment Objectives and Strategy section since derivatives are not part of the Fund’s principal investment strategy. The Fund has otherwise revised the disclosure accordingly.

    h.
    Comment: (p. 9) Investment Objectives and Strategy. Please add disclosure to the second paragraph of the Overview explaining the meaning of “unitranche” loans in plain English, and wherever that term appears in the Registration Statement.

    Response: The Fund has revised the disclosure accordingly.

    i.
    Comment: (p. 9) Investment Objectives and Strategy. In the second paragraph of this section, it states that some “high risk” investments are from issuers that are considered more likely than investment grade issuers to default on their payments of interest and principal. Please consider whether this disclosure is consistent with the statement on page 8 of the Registration Statement explaining that the Fund does not “expect” to invest in “distressed” companies or companies in need of financing.

    Response: The Fund believes that the disclosure on page 9 is consistent with the statement on page 8 of the Registration Statement. The Fund respectfully notes that “high risk” investments are not synonymous with “distressed” companies or companies in need of “rescue financing.”

    j.
    Comment: (p. 9) Investment Objectives and Strategy. In addition to borrowing money from third parties, the Registration Statement states that the Fund may borrow on an unsecured basis from the Adviser or its affiliates. Please disclose how the terms of such loans will be arranged, including whether the Board would approve.

    Response: The Fund has deleted the referenced disclosure.

    k.
    Comment: (p. 10) Investment Objectives and Strategy. The disclosure states that because the Fund is classified as a non-diversified fund, the Adviser may invest a significant percentage of the Fund’s assets in a single issuer. Please revise the

    Page 4 of 9

    disclosure to clarify that the Fund is subject to the diversification test in Subchapter M of the Internal Revenue Code.

    Response: The Fund has revised the disclosure accordingly.

    l.
    Comment: (p. 21) Determination of Net Asset Value. We note that valuation techniques
    used by the Fund include those for foreign securities; however, foreign investments are not discussed in the Fund’s
    principal investment strategies. If investment in foreign securities is part of the Fund’s principal strategies, please
    add a detailed discussion of what types of foreign securities the Fund intends to invest in.

    Response: The Fund acknowledges the Staff’s comment and respectfully notes that
    investment in foreign securities is not a part of the Fund’s principal strategies.

    m.
    Comment: (p. 23) Non-Exchange Traded, Perpetual-Life BDC. The Board may, in its sole
    discretion, determine to cause the Fund to conduct a “Liquidity Event,” which may include, among other things,
    a Sale Transaction. Please add a clarifying statement as to when shareholder consent will not be sought in connection with
    a Liquidity Event.

    Response: The Fund has revised the disclosure accordingly.

    n.
    Comment: (p. 25) Regulation as a BDC. In the third paragraph of the Leverage and Senior
    Securities and Coverage Ratio subsection, the disclosure explains the Fund’s process for total return swap asset segregation,
    offsetting transactions, and otherwise covering such transactions. Please explain, supplementally, how such treatment is consistent
    with section 18 of the 1940 Act and rule 18f-4 under the 1940 Act.

    Response: The Fund has revised the disclosure in question.

    4.
    Item 1A. Risk Factors

    a.
    Comment: (p. 35) Summary of Risk Factors. The disclosure states that the Fund has not
    identified specific investments that it will make with the proceeds of this offering and that the offering may be deemed a
    “blind pool” offering. Please reconcile this disclosure with other statements noted above that the Fund has already
    held closings.

    Response: The Fund has not identified specific investments that it will make with the
    proceeds of this offering, however, the Fund has removed the reference to “blind pool.”

    b.
    Comment: (p. 35) Summary of Risk Factors. Please add to this summary the disclosure
    from page 44 explaining that the board may change objectives, policies, and strategies without prior notice or shareholder
    approval.

    Response: The Fund has revised the disclosure accordingly.

    Page 5 of 9

    c.
    Comment: (p. 37) Fund’s Assets are Subject to Recourse. Please
    add further disclosure to this section explaining that such “recourse” obligations will be treated as senior securities.

    Response: The Fund has revised the disclosure accordingly.

    d.
    Comment: (p. 44) Syndication and/or Transfer of Investments Risk.
    The Fund may originate and/or purchase Assets through “one or more subsidiary investment vehicles.” If the Fund
    intends to use one or more entities (regardless of whether or not the Fund sets up the entity) that (1) is primarily controlled
    by the Fund (as defined herein); and (2) primarily engages in investment activities in securities or other assets (“Subsidiary”
    as that term is used below), please address the following comments:

    1.)
    Disclose that the Subsidiary or Subsidiaries will include entities that engage in investment activities in securities or other assets that are primarily controlled by the Fund. If, however, the Fund will only invest through wholly-owned Subsidiaries, disclose that the Fund does not, or does not intend to, create or acquire primary control of any entity which engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund. “Primarily controlled” means (1) the Fund controls the unregistered entity within the meaning of section 2(a)(9) of the 1940 Act, and (2) the Fund’s control of the unregistered entity is greater than that of any other person.

    2.)
    Disclose that the Fund will comply with the provisions of the 1940 Act governing capital structure and leverage (section 61) on an aggregate basis with a subsidiary so that the Fund treats the Subsidiary’s debt as its own.

    3.)
    Disclose that any investment adviser to a Subsidiary complies with provisions of the 1940 Act relating to investment advisory contracts (section 15) as if it were an investment adviser to the Fund under section 2(a)(20) of the 1940 Act. Any investment advisory agreement between a Subsidiary and its i