September 5, 2017
VIA EDGAR
John Dana Brown
Attorney-Advisor
Office of Transportation and Leisure
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Mail Stop 3561
| Re: | Request for Acceleration of Effectiveness of Registration Statement on |
| Form F-3 (File No. 333-218254) of KNOT Offshore Partners LP (the “Registrant”) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby requests that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on September 7, 2017, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.
Please call the undersigned at +44 7496 170620 or Catherine Gallagher at Vinson & Elkins L.L.P. at (202) 639-6544 with any questions regarding this matter.
| Very truly yours, | ||
| KNOT OFFSHORE PARTNERS LP | ||
| By: | /s/ John Costain | |
| Name: | John Costain | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| cc: | Tonya K. Aldave (Securities and Exchange Commission) |
| 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 |