FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *   FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 2. Date of Event Requiring Statement (Month/Day/Year) 05/21/2010 3. Issuer Name and Ticker or Trading Symbol Kennedy-Wilson Holdings, Inc. [KW] (Last) (First) (Middle) 95 WELLINGTON STREET WEST, SUITE 800 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) TORONTO, A6 M5J 2N7 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock (the ?Preferred Shares?)	  (1)	  (2)	Common Stock, $0.0001 par value (?Common Shares?)	7,380,661 (3)	$ (3)	I	See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER, A1 V6C 3L3	Â	  X	Â	Â
810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
UNITED STATES FIRE INSURANCE CO 305 MADISON AVENUE MORRISTOWN, NJ 07962	Â	  X	Â	Â
NORTH RIVER INSURANCE CO 305 MADISON AVENUE MORRISTOWN, NJ 07962	Â	  X	Â	Â
ODYSSEY AMERICA REINSURANCE CORP 300 FIRST STAMFORD PLACE STAMFORD, CT 06902	Â	  X	Â	Â

Signatures

BY: /s/ Paul Rivett, Paul Rivett, Vice President and Chief Legal Officer		06/01/2010
**Signature of Reporting Person		Date
BY: /s/ V. Prem Watsa, V. Prem Watsa		06/01/2010
**Signature of Reporting Person		Date
BY: /s/ V. Prem Watsa, V. Prem Watsa, President		06/01/2010
**Signature of Reporting Person		Date
BY: /s/ V. Prem Watsa, V. Prem Watsa, President		06/01/2010
**Signature of Reporting Person		Date
BY: /s/ V. Prem Watsa, V. Prem Watsa, President		06/01/2010
**Signature of Reporting Person		Date
BY: /s/ Paul W. Bassaline, Paul W. Bassaline, Vice President		06/01/2010
**Signature of Reporting Person		Date
BY: /s/ Paul W. Bassaline, Paul W. Bassaline, Vice President		06/01/2010
**Signature of Reporting Person		Date
BY: /s/ Kirk Reische, Kirk Reische, Vice President		06/01/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Preferred Shares are convertible into Common Shares at the option of the holder thereof at any time prior to May 21, 2015.
(2)	The Preferred Shares will be automatically converted into Common Shares on May 21, 2015.
(3)	Each Preferred Share is convertible into approximately 80.5802 Common Shares, subject to adjustment under certain circumstances.
(4)	15,500 Preferred Shares are held by United States Fire Insurance Company, 11,000 Preferred Shares are held by The North River Insurance Company and its subsidiaries, 49,094 Preferred Shares are held by Odyssey America Reinsurance Corporation and its subsidiaries, and 16,000 Preferred Shares are held by certain other subsidiaries of Fairfax Financial Holdings Limited.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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