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CORRESP
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[Letterhead of K-Sea
Transportation Partners L.P.]

November 10, 2005

Ms. Linda Cvrkel

Branch Chief, Division of
Corporation Finance

Securities and Exchange
Commission

100 F. Street NE

Washington DC  20549

  Re:

  K-Sea Transportation
  Partners, L.P.

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

  Commission file #:
  001-31920

Dear Ms. Cvrkel:

This letter
responds to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated October 19, 2005 regarding the Annual Report on Form 10-K for
the fiscal year ended June 30, 2005 (“Form 10-K”) of K-Sea Transportation
Partners L.P., a Delaware limited partnership.
For your convenience, our responses are prefaced by the exact text of
the Staff’s corresponding comment in bold text.
The references to page numbers in the responses to the Staff’s comments
correspond to the pages in the Form 10-K.

We respectfully
request that the Staff review our responses at its earliest convenience.  As requested in the Staff’s letter, we hereby
acknowledge that:

•                                          we are responsible for the adequacy and
accuracy of the disclosure in our filings;

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

•                                          we may not assert Staff comments as  defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

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.

Response:
In connection with our initial public offering, the Staff (Sarah W.
Hirsch, Special Counsel, and Hanna Teshome) commented on our use of net voyage
revenue in our prospectus forming a part of our registration statement on Form
S-1 (Registration No. 333-107084).  See
our August 29, 2003 response to comment 26 in the Staff’s letter dated August
15, 2003, which is attached to this letter as Exhibit A.  As described in the prior letter and as
further described in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations - General” in our Form 10-K, one of the principal
differences between time charters, contracts of affreightment and voyage
charters is whether we (as vessel operator) or our customers pay for voyage
expenses, which include fuel, port charges, pilot fees, tank cleaning costs and
canal tolls. Some voyage expenses are fixed, and the remainder can be
estimated.  Depending on the form of
contract (which is determined based on a variety of factors, including customer
preference), voyage expenses are either (1) paid directly by the customer, with
no involvement by us; or (2) incurred and paid by us and either (A) reflected
in the customer’s charter rate or (B) for certain items, re-billed to the
customer as an addition to the basic charter rate.  As a result, although voyage revenue from
different types of contracts may vary materially from period to period, the net
revenue that remains after subtracting voyage expenses, which we call net
voyage revenue, is comparable across the different types of contracts.  Thus, voyage revenue from a customer can vary
materially from period to period based on the type of contract chosen by the
customer, but net voyage revenue for that customer can remain essentially
constant since the basic economics of the varying forms of agreements are
generally the same.  Therefore, we
principally use net voyage revenue, rather than voyage revenue, when comparing
performance between different periods.

We do not believe
that an explanation of changes in voyage revenue paints a meaningful picture of
changes in our business since it would entail a discussion of changes in types
of contracts that ultimately do not have any material impact on our
results.  A focus on voyage revenue
obscures the true economics of our business that are best demonstrated by
comparing net voyage revenue between periods.
In our view, net voyage revenue is the most useful way for readers to
evaluate our business.  We respectfully
request that the Staff consider allowing us to maintain our current
presentation format.  We believe that our
approach is consistent with other public companies in our industry.

In order to
address the Staff’s concerns, we modified the “Results of Operations” table in
the MD&A section of our Form 10-Q for the quarter ended September 30, 2005

(the “Third
Quarter Form 10-Q”) to conform to the GAAP presentation, with a reconciliation
of net voyage revenue in a separate table.

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.

Response:
Within 45 days after the end of each quarter, we distribute all of our
available cash from operating surplus to unitholders of record on the
applicable record date.  Under our partnership
agreement, if cash distributions exceed $0.55 per unit in a quarter, our
general partner receives increasing percentages, up to 50%, of the cash we
distribute in excess of that amount, as follows:

•                                          first, 85% to all unitholders, pro rata,
and 15% to our general partner, until each unitholder receives a total of $0.625
per unit for that quarter;

•                                          second, 75% to all unitholders, pro rata,
and 25% to our general partner, until each unitholder receives a total of $0.75
per unit for that quarter; and

•                                          thereafter, 50% to all unitholders, pro
rata, and 50% to our general partner.

The percentage
interests set forth above for our general partner include its 2% general
partner interest.  We refer to these
distributions as incentive distributions.

As described in
Note 3 of the financial statements in our Form 10-K under “Net income per unit”
(page F-11), we calculated the amount of our general partner’s interest in net
income for the period from January 14, 2004 to March 31, 2004 (which net income
totaled $18,089.0) in accordance with the requirements of Emerging Issues Task
Force Issue No. 03-6, “Participating Securities and the Two-Class Method under
FASB Statement No. 128, Earnings per Share,” and paragraph 61 of SFAS No. 128, as
follows:

  Aggregate Target

  Aggregate Target

  General Partner’s

  Distributions For Full

  Distributions For 78 Day

  Share

  Target

  Quarter Assuming All

  Post-IPO Period

  Distribution

  Net Income is

  Assuming All Net Income

  Levels Per Unit

  Distributed(a)(b)

  is Distributed (c)

  %

  $

  First $0.55

  $

  4,675.0

  $

  4,007.1

  2.0

  $

  80.1

  $0.55 to $0.625

  637.5

  546.4

  15.0

  82.0

  $0.625 to $0.75

  1,062.5

  910.7

  25.0

  227.6

  Over $0.75

  Any excess

  12,624.8

  50.0

  6,312.5

  $

  18,089.0

  $

  6,702.1

(a)                                  Assumes operations for the entire quarter
(91 days).

(b)                                 There were 8,500,000 units outstanding
for purposes of the calculation (4,165,000 common units, 4,165,000 subordinated
units and the equivalent of 170,000 units attributable to the general partner’s
2% interest — which is calculated by dividing 8,330,000 by .98 and then
subtracting 8,330,000).

(c)                                  Calculated by multiplying the aggregate
target distributions for the full quarter by the fraction 78/91, since there
were 78 days in the period from our initial public offering on January 14, 2004
to March 31, 2004.

As further
detailed in Note 3 of the financial statements in our Form 10-K under “Net
income per unit” (page F-11), our partnership agreement does not provide for
the distribution of net income; rather, it provides for the distribution of available
cash (from operating surplus) which is a contractually defined term that
generally means, for a particular quarter, cash receipts plus working capital
borrowings, less operating expenditures and cash reserves. Unlike available
cash (from operating surplus), net income is affected by non-cash items, such
as deferred tax benefits.  For purposes
of EITF 03-6 and SFAS No. 128, however, we must treat net income as if it were all
distributable.  Therefore, since net
income exceeded $0.55 per unit in the period from January 14, 2004 to March 31,
2004 due to recognition of a $17.6 million deferred tax benefit, the assumed
distribution of all net income, pursuant to SFAS No. 128, results in use of the
increasing percentages to calculate the general partner’s interest in net
income for the quarter ended March 31, 2004.
Notwithstanding the foregoing, the deferred tax benefit is not included
in the calculation of available cash under the partnership agreement and,
therefore, the general partner did not and will not receive any incentive
distributions of available cash as a result of such deferred tax benefit.

The numerators and
denominators used in determining basic and diluted net income per unit are as
follows:

  Years ended June 30,

  2005

  2004

  2003

  Limited partners’
  interest in net income

  $

  7,973

  $

  14,545

  $

  4,972

  Basic earnings per
  unit:

  Weighted average limited partner units outstanding

  8,372

  6,446

  4,830

  Diluted earnings per
  unit:

  Weighted average limited partner units outstanding

  8,372

  6,446

  4,830

  Dilutive effect of unvested restricted units
  outstanding

  47

  7

  —

  Diluted units

  8,419

  6,453

  4,830

The numerators
used in determining basic and diluted net income per limited partner unit
(i.e., the limited partners’ interest in net income) are shown on the face of
our income statement.  The number of
limited partner units used in determining the weighted average limited partner
units outstanding, including the 4,830,000 units used for periods prior to our
January 14, 2004 initial public offering, are disclosed in Note 3 to the
financial statements in our Form 10-K and in our Consolidated Statements of
Partners’ Capital.  Regarding the nature
of the adjustment made to arrive at the diluted units outstanding, we have
added a sentence quantifying and explaining this adjustments in our Third
Quarter Form 10-Q and propose to include similar disclosure in future filings.

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 new buildings 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.

Response:
On December 8, 2004, we acquired ten tank barges, seven tugboats and a
water treatment facility from Bay Gulf Trading Company, Ltd. and its
affiliates.  The acquired vessels had
been operating in the coastwise trade for many years.  At the time we acquired the Bay/Gulf assets,
we evaluated the significance of the acquisition based on the requirements of
Regulation S-X as follows:

  Rule 1.02(w)(1)- Investment in Subsidiary:

  Purchase price

  $

  21.0 million

  Our total assets at June 30, 2004

  $

  228.1 million

  Percentage of purchase price to total assets

  9.2

  %

  Rule 1.02(w)(2) — Proportionate Share of Total
  Assets:

  Total assets of acquired business as of December 31,
  2003 as per Seller’s internal financial statements

  $

  11.3 million

  Our total assets at June 30, 2004

  $

  228.1 million

  Percentage of fair value of purchased assets to total
  assets

  4.9

  %

  Rule 1.02(w)(3) — Proportionate Share of Pretax
  Income:

  Pretax income generated by these assets for the year
  ended December 31, 2003 as per Seller’s internal financial statements

  $

  0.1 million

  Our pretax income for the year ended June 30, 2004

  $

  4.3 million

  Percentage of seller pretax income to buyer pretax
  income

  2.7

  %

Since application
of all of the above tests resulted in percentages under 20%, the inclusion of
audited financial statements and related pro forma financial information
pursuant to Rules 3-05 and 11-01 of Regulation S-X were not required.

4.                                    We note that 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.

Response: In evaluating whether to
credit this amount directly to Partners’ Capital or flow it through the income
statement, we considered the guidance in paragraph 28 of Statement of Financial
Accounting Standards No. 109, Accounting for Income
Taxes, which states:

An enterprise’s tax status may change from nontaxable to taxable or
from taxable to nontaxable. An example is a change from a partnership to a
corporation and vice versa. A deferred tax liability

or asset shall be recognized for temporary differences in accordance
with the requirements of this Statement at the date that a nontaxable
enterprise becomes a taxable enterprise. A deferred tax liability or asset
shall be eliminated at the date an enterp