Mail Stop 4561							March 13, 2009

By U.S. Mail and facsimile to ((415) 772-7400)

Mr. Andrew J. Sossen
General Counsel and Secretary
KKR Financial Holdings LLC
555 California Street, 50th Floor
San Francisco, California 94104


      Re:	KKR Financial Holdings LLC
      Post-Effective Amendments to Forms S-3
      Filed March 2 and 3, 2009
      File No. 333-143451


Dear Mr. Sossen:

      We have performed a limited review of your filings and have
the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Form S-3
POSASR
Legal Opinion
1. Revise to file a legal opinion that covers all of the
securities
listed on the cover page. In this regard, the opinion filed only
covers common and preferred shares, not the warrants, rights,
debt,
guarantees, contracts and units.


POSAM
Incorporation by Reference, 75
2. Be advised that a request for effectiveness of the Form S-3
cannot
be granted until the definitive proxy is filed.

      * * * * * * * * * * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company and each filing person
acknowledging that:

* the company or filing person is responsible for the adequacy and
accuracy of the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company or filing person may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.







      You may contact either Michael R. Clampitt at (202) 551-3434
or
me at (202) 551-3698 with any questions.


								Sincerely,


								Mark Webb
								Branch Chief
								Financial Services Group