SecProbe.io

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						October 19, 2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. John J. Nicola
Chief Financial Officer
3245 Richmond Terrace
Staten Island, New York 10303

Re:	K-Sea Transportation Partners LP
	Form 10-K for the year ended June 30, 2005
	Commission file #: 001-31920

Dear Mr. Nicola:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended June 30, 2005

Management`s Discussion and Analysis

1. We note that your MD&A section includes a discussion on net
voyage
revenue, a non-GAAP financial measure.  In order to prevent undue
prominence of this measure, we do not believe that net voyage
revenue
should be presented on the face of a table such as the "Results of
Operations" table on page 30.  In future filings, please revise
your
MD&A section to remove net voyage revenue from your "Results of
Operations" table and revise your discussion to present the
changes
in net voyage revenue as an ancillary or secondary discussion of
the
reasons for the changes in the gross revenue or operating income
amounts.

Notes to the Financial Statements

Note 3. Summary of Significant Accounting Policies

- Net Income Per Unit, page F-11

2. We note from your disclosure that since net income exceeded
$0.55
per unit in the third quarter of fiscal 2004, the assumed
distribution of all net income results in use of increasing
percentages to calculate the general partner`s interest in net
income
for the quarter ended March 31, 2004.  Please explain to us in
detail
how you calculated the amount of the general partner`s interest in
net income for fiscal year 2004, which is approximately 31% of
total
net income.  Also, revise to provide reconciliations of the
numerators and denominators used in determining basic and diluted
net
income per unit.  Refer to the requirements of paragraph 40a of
SFAS
No. 128.

Note 4. Vessels and Equipment and Construction in Progress, page
F-11

3. We note that on December 8, 2004 you acquired ten tank barges
and
seven tugboats from Bay Gulf Trading Company, Ltd and the Form 8-K
filed on December 7, 2004 indicates that the purchase includes a
water treatment facility and leased office and terminal
facilities.
Please tell us whether the vessels that were purchased are
newbuildings or previously owned vessels.  If the vessels are
previously owned and were employed in revenue generating
activities
prior to your acquisition, please explain in detail why you do not
believe the acquisitions of these vessels represent businesses for
which audited financial statements and pro forma financial
information should be provided pursuant to Rules 3-05 and 11-01 of
Regulation S-X.

Note 6. Income Taxes, page F-16

4. We note the disclosure in Note 6 indicating that certain net
assets contributed to the Partnership at the time of the initial
public offering in January 2004 had tax bases that were lower than
their carrying values for financial reporting purposes which
resulted
in deferred tax liabilities relating to these temporary
differences.
We also note the disclosure indicating that these differences will
be
subject to the Partnership`s effective tax rate which is
significantly lower than the effective tax rate of EW LLC`s
corporate
subsidiaries. We also note that the effect of the change in tax
rates
applicable to these assets has been recognized as a deferred tax
benefit of $17,561 for the fiscal year ended June 30, 2004. Please
explain in detail why you believe it was appropriate to reflect
the
impact of the change in tax rates resulting from the
reorganization
of entities under common control as a tax benefit rather than an
adjustment to partner`s capital in the Company`s financial
statements.  Since the change does not result from a change in
enacted rates, but rather from the reorganization transaction, it
is
unclear as to why the transaction has not been accounted for as a
capital transaction. We may have further comment upon receipt of
your
response.

Note 7. Commitments and Contingencies, page F-17

5. We note that due to the New York State Petroleum Business Tax
audit, the partnership has accrued an estimated liability using
the
industry`s proposed calculation methodology.  Please tell us the
amount accrued related to this potential liability and whether the
possibility exists that the Predecessor will not be able to fund
the
liability and the Partnership will have to incur the cost.  To the
extent the amount is material, please disclose the amount accrued,
in
future filings.  See paragraph 9 of SFAS 5.

6. We note from your discussion on page 17 that EW Transportation
Corp, a predecessor of the Company, has received a notice that it
is
a potentially responsible party in a proceeding for the cleanup of
hazardous substances at a Texas site.  If there is a reasonable
possibility of loss to the Partnership, please revise the notes to
your financial statements in future filings to include a
description
of the reasonably possible loss contingency and an estimate of the
possible loss, or a statement to the effect that such an estimate
cannot be made.  See paragraph 7.21 of SOP 96-1.

Reports on Form 8-K dated October 28, 2004, January 28, 2005,
April
29, 2005 and August 4, 2005

7. We note that you present the non-GAAP measure "distributable
cash
flow" in your quarterly press release announcements and reconcile
this measure to net income. Since it appears that the Company
utilizes this measure primarily as a liquidity measure, please
revise
future earnings release announcements to reconcile this non-GAAP
measure to the most comparable GAAP measure, cash flow from
operations.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

* the company 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.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Mr. John J. Nicola
K-Sea Transportation Partners LP
October 19, 2005
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