November 1, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-6010
| Re: | Request for Acceleration of Effectiveness of Registration Statement on |
Form F-3 (Registration StatementNo. 333-227942) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, KNOT Offshore Partners LP hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that it becomes effective at 4:30 p.m., Washington, D.C. time, on November 5, 2018 or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker Botts L.L.P., by calling Catherine S. Gallagher at (202)639-7725.
| Very truly yours, | ||
| KNOT OFFSHORE PARTNERS LP | ||
| By: | /s/ John Costain | |
| John Costain | ||
| Chief Executive Officer and Chief Financial Officer | ||
cc: Catherine S. Gallagher, Baker Botts L.L.P.
| KNOT Offshore Partners LP | KNOT Offshore Partners LP | Partnership Registered Office | ||||
| 2 Queen’s Cross | Centralpoint | Trust Company Complex | ||||
| Aberdeen | Tel: +44 1224 618 420 | 45 Beech Street | Ajeltake Road | |||
| AB15 4YB | Fax: +44 1224 624 891 | London | Akeltake Island | |||
| United Kingdom | EC2Y 8AD Tel: +44 0207 953 9738 | Majuro MH96960 | ||||
| VAT No. 168 5975 46 | United Kingdom | |||||