SecProbe.io

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CMC Heartland Partners
53 W. JACKSON BLVD., SUITE 1150, CHICAGO, IL 60604
TEL. (312) 834-0592  FAX (312) 341-9151

LAWRENCE ADELSON
Chief Executive Officer

July 12, 2005

Mr. Thomas Finn
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549

         Re:     Heartland Partners, L.P.
                 Form 10-K for the fiscal year ended December 31, 2004
                 Form 10-Q for the fiscal quarter ended March 31, 2005
                 File No. 1-10520

Dear Mr. Finn:

           We have reviewed your correspondence dated June 28, 2005 regarding
our most recent 10-K and 10-Q filings and offer you the following responses to
your inquiries. For your convenience, we have restated the text of your question
in italics within the body of our response:

          Please explain to us in sufficient details how you determined the
          value assigned to your note receivable from HTI and refer us to the
          GAAP literature that supports this value.

RESPONSE:

Heartland Partners, L.P. (the "Company") is currently working to wind down their
operations by selling off all remaining assets and settling all existing
liabilities with a view towards eventually dissolving the Company. The loans
issued to Heartland Technology, Inc. ("HTI") are collateralized by HTI's Class B
limited partnership interest in the Company. Repayment of the loan is expected
to be provided solely by the underlying collateral.

FAS 114, "Accounting by Creditors for Impairment of a Loan" ("FAS 114") requires
that impaired loans be measured based at the loan's observable market price or
the fair value of the collateral if the loan is collateral dependent. FAS 114
requires that the measurement of impairment on a loan be based on one of the
following methods:

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1.   Present value of expected cash flows discounted at the loan's effective
     interest rate; or

2.   The loan's observable market price; or

3.   The fair value of the collateral if the loan is collateral dependent.

In accordance with FAS 114, the Company values the note receivable due from HTI
by assessing the fair value of the collateral since foreclosure of the loan is
probable. In order to determine the fair value of the collateral, management of
the Company performed a hypothetical liquidation analysis in order to determine
the extent of distributions the Company expects to make. All assets and
liabilities were adjusted to fair value. Management allocated the final
distribution amount to each Partner in accordance with the terms of the
underlying Partnership agreement. The excess of the carrying value of the note
receivable over the fair value of the collateral was recorded as a valuation
allowance against the note receivable. The Company evaluates the fair value of
the collateral on a quarterly basis in order to determine if the valuation
allowance against the note receivable is sufficient.

           In connection with responding to your comments, Heartland Partners,
L.P. acknowledges that:

     o    Heartland Partners, L.P. is responsible for the adequacy and accuracy
          of the disclosure in the filings;

     o    Staff comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filings; and

     o    Heartland Partners, L.P. may not assert staff comments as a defense in
          any proceeding initiated by the Commission or any person under the
          federal securities laws of the United States.

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           If you have any further questions, please do not hesitate to contact
me at (312) 834-0592.

                                                     Sincerely,

                                                     /s/ Lawrence S. Adelson

                                                     Lawrence S. Adelson
                                                     Chief Executive Officer

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