United States securities and exchange commission logo

                              December 14, 2021

       Jon Winkelried
       Chief Executive Officer
       TPG Partners, LLC
       301 Commerce Street, Suite 3300
       Fort Worth, TX 76102

                                                        Re: TPG Partners, LLC
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
30, 2021
                                                            CIK No. 0001880661

       Dear Mr. Winkelried:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
November 30, 2021

       Risk Factors
       Changes in China's governmental policies could have an adverse effect,
page 46

   1.                                                   We note your response
to our prior comment 2 and we reissue that comment in part. We
                                                        note your disclosure
that some funds have investments in companies with significant
                                                        Chinese operations.
Please clarify, to the extent practicable, the industries in China your
                                                        funds have investments
in and state any material risks associated with each particular
                                                        industry, as
   2.                                                   We note your disclosure
in the second paragraph that certain of your portfolio companies
 Jon Winkelried
TPG Partners, LLC
December 14, 2021
Page 2
         in China implement variable interest entity ("VIE") structures.
Explain whether the VIE
         structure is used to replicate foreign investment in Chinese-based
companies where
         Chinese law prohibits direct foreign investment in the operating
companies and clarify
         that your funds may not directly hold equity interests in the Chinese
operating company.
         Your disclosure should also acknowledge that Chinese regulatory
authorities could
         disallow this structure, which could result in a decline in value of a
portfolio security
Regulation under the Investment Company Act, page 215

3.       With respect to each TPG entity that is described as a majority-owned
subsidiary in your
         November 5, 2021 Response to Comment #15 for purposes of the
investment company
         status analysis therein, please confirm that the ownership of such
entities is comprised of
         at least 50 percent of the outstanding voting securities of such
entities in line with Section
         2(a)(42) of the Investment Company Act.

4.       With respect to the percentages provided representative of
investment securities    for
         purposes of the 40% Test in your November 5, 2021 Response to Comment
#15 (e.g.,
         14%, 2%, and 29% with respect to each Operating Partnership   s total
assets), please
         provide further detail on the items included in the numerator and
denominator in each
         calculation as well as those items excluded from the numerator and
denominator in order
         to arrive at those figures.

5.       Please explain what percentage level of ownership each General Partner
holds or intends
         to hold in each applicable TPG Fund.

6.        Please explain: (1) in greater detail why the special limited partner
interests discussed in
         footnote 6 of your November 5, 2021 Response to Comment #15 held by a
         purpose vehicle indirectly controlled by an Operating Partnership are
distinguishable from
         ordinary limited partnership interests in a TPG Fund; and (2) the
overall percentage of
         investment securities held by each entity that would result if such
special limited partner
         interests were to be treated as investment securities.
       You may contact John Spitz at 202-551-3484 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Julie Griffith at 202-551-3267 or Susan Block at 202-551-3210 with any
other questions.

FirstName LastNameJon Winkelried                                Sincerely,
Comapany NameTPG Partners, LLC
                                                                Division of
Corporation Finance
December 14, 2021 Page 2                                        Office of
FirstName LastName