September 19, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Ms. Cheryl Brown |
| Re: | Request for Acceleration of Effectiveness of Registration Statement on Form F-3 (File No. 333-274460) (the “Registration Statement”) of KNOT Offshore Partners LP (the “Registrant”) |
Dear Ms. Brown:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, the Registrant hereby respectfully requests acceleration of the effectiveness of the above captioned Registration Statement, so that the Registration Statement will become effective at 4:30 p.m. (Eastern Time) on September 21, 2023, or as soon thereafter as practicable.
Please contact Catherine Gallagher of Baker Botts L.L.P. at (202) 639-7725 with any comments or questions regarding the Registration Statement, this letter or related matters.
| Yours very truly, | |||
| KNOT OFFSHORE PARTNERS LP | |||
| By: | /s/ Derek Lowe | ||
| Name: | Derek Lowe | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||
| cc: | Catherine Gallagher, Baker Botts L.L.P. |
