January 2, 2020

Justin Enbody
Chief Financial Officer
Kennedy-Wilson Holdings, Inc.
151 S El Camino Drive
Beverly Hills, CA 90212

       Re: Kennedy-Wilson Holdings, Inc.
           Registration Statement on Form S-3
           Filed December 12, 2019
           File No. 333-235472

Dear Mr. Enbody:

        We have limited our review of your registration statement to the issue
we have addressed
in our comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-3

Exhibits
Amended and Restated Bylaws of Kennedy-Wilson Holdings, Inc., page II-5

1.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain litigation, including any
"derivative
       action." Please disclose whether this provision applies to actions
arising under the
       Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
       Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
       liability created by the Exchange Act or the rules and regulations
thereunder, and Section
       22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
       suits brought to enforce any duty or liability created by the Securities
Act or the rules and
       regulations thereunder. If the provision applies to Securities Act
claims, please also revise
       your prospectus to state that there is uncertainty as to whether a court
would enforce such
 Justin Enbody
Kennedy-Wilson Holdings, Inc.
January 2, 2020
Page 2
      provision and that investors cannot waive compliance with the federal
securities laws and
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
      provision in the governing documents states this clearly, or tell us how
you will inform
      investors in future filings that the provision does not apply to any
actions arising under the
      Securities Act or Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at
202-551-3356
with any questions.



                                                             Sincerely,
FirstName LastNameJustin Enbody
                                                             Division of
Corporation Finance
Comapany NameKennedy-Wilson Holdings, Inc.
                                                             Office of Real
Estate & Construction
January 2, 2020 Page 2
cc:       Julian Kleindorfer
FirstName LastName