[Kilroy Realty Corporation Letterhead]
September 28, 2010
VIA EDGAR AND FEDEX
Jennifer Gowetski, Esq.
Senior Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Kilroy Realty, L.P. Kilroy Realty Corporation Form S-4 Filed August 31, 2010 | |||
File No. 333-169117 |
Dear Ms. Gowetski:
Pursuant to the Staff’s letter dated September 27, 2010 to Kilroy Realty, L.P. (the “Operating Partnership”) with respect to the Form S-4 filed by the Operating Partnership and Kilroy Realty Corporation (the “Company”), and in follow up to the letter from Latham & Watkins LLP dated September 28, 2010, the Operating Partnership and Company acknowledge that:
| • | The Operating Partnership and Company are responsible for the adequacy and the accuracy of the disclosures in the filings; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| • | The Operating Partnership and Company 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. |
We look forward to receiving the Staff’s further correspondence and comment with respect to this letter and the related filings at the Staff’s earliest convenience.
| Respectfully submitted, |
/s/ Heidi R. Roth |
| Heidi R. Roth |
| Senior Vice President and Controller |
| Kilroy Realty, L.P. |
| Kilroy Realty Corporation |
| cc: | J. Scott Hodgkins, Esq. |
