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

December 19, 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

Form 10-Q
for the quarter ended September 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 November 17, 2005 regarding the Annual
Report on Form 10-K for the fiscal year ended June 30, 2005 (“Form 10-K”)
and Quarterly Report on Form 10-Q for the quarter ended September 30,
2005 (“Form 10-Q”) 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.  We
respectfully request that the Staff review our responses at its earliest
convenience.

Management’s
Discussion and Analysis

1.                                      We
note from your response to comment 1 that you are requesting that we allow you
to maintain your current presentation format of net voyage revenue in your
MD&A section.  Although we may not
have objected to your presentation of this non-GAAP measure in the past, the
Staff has become more stringent on the guidelines that registrants must follow
in presenting a non-GAAP measure such as net voyage revenue.  We will not object to a discussion of net
voyage revenue in your MD&A section to the extent management uses it
as a business or performance measure, however we continue to object to tabular
disclosure of a non-GAAP measure, such as the presentation in the “Results of
Operations” table on page 30 of your Form 10-K.  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 response to the Staff’s
comment and consistent with our telephone conversation with Ms. Claire
Erlanger of the Staff, in future filings we will eliminate the tabular
reconciliation of “Net Voyage Revenue,” which currently appears as the first
three lines in the table on page 30 of our Form 10-K and as four
lines in the middle of page 16 in our Form 10-Q.  We will replace the tabular reconciliation
with a narrative reconciliation in the “Net voyage revenue” section of
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.  We understand that the Staff
will not object to the tabular disclosure of net voyage revenue by trade or to
a narrative discussion of changes in net voyage revenue.  As previously discussed with the Staff, we
believe net voyage revenue is the most useful way for readers to evaluate our
business.

2.                                      We
note your response to comment 7 that you utilize the distributable cash flow
measure as a performance measure to assess the level of your “cash earnings and
your continuing ability to earn the amounts you distribute”.  However, because the measure calculates the
amount of cash you are required to distribute to the partners and it excludes
amounts such as estimated cash capital expenditures, we continue to believe
that the measure is more appropriately considered a liquidity measure.  Please revise future earnings release
announcements to reconcile this non-GAAP measure to the most comparable GAAP
measure, which appears to be cash flow from operations.

Response:  Distributable cash flow, or
DCF, is used primarily to track our performance in generating sufficient “cash
earnings” (i.e., net income adjusted for non-cash charges) during a particular
quarter to pay distributions in respect of that quarter.  It does not represent the amount of cash required
to be distributed under our partnership agreement, which is generally (a) all
cash on hand at the end of the quarter, less (b) reserves that are
necessary or advisable to provide funds for the proper conduct of our business,
to comply with law or to provide funds for future distributions, plus (c) cash
from working capital borrowings made after the end of the quarter.  It excludes typical liquidity items such as “changes
in operating working capital”.

Our
current reconciliation of DCF to net income (shown below) enables our
unitholders to see our approximate “cash earnings”, less the estimated future
capital expenditures needed to maintain the operating capacity of our fleet
over the long term.  Our partnership
agreement requires that we subtract estimated capital expenditures, as opposed
to actual capital expenditures which can fluctuate based on drydocking schedules,
vessel retirements and retrofittings.

  Three Months Ended

  September 30, 2005

  Net Income

  $

  4,248

  Depreciation and
  amortization

  5,487

  Deferred income
  tax expense

  112

  Non-cash
  compensation cost under long-term incentive plan

  97

  Estimated
  maintenance capital expenditures

  (3,300

  )

  Distributable
  cash flow

  $

  6,644

In
response to the Staff’s comment, we propose to expand our reconciliation of DCF
as set forth below.  The revised
presentation (1) maintains the current reconciliation of DCF to net
income, which is generally more recognizable and better understood by our
unitholders and analysts, and (2) adds a further reconciliation of DCF to
cash flow from operations, as requested by the Staff.

  Three Months Ended September 30, 2005

  Net Income

  $

  4,248

  Depreciation and
  amortization

  5,487

  Deferred income
  tax expense

  112

  Non-cash
  compensation cost under long-term incentive plan

  97

  Estimated
  maintenance capital expenditures(1)

  (3,300

  )

  Distributable
  cash flow

  6,644

  Changes in
  operating working capital

  (2,811

  )

  Estimated
  maintenance capital expenditures

  3,300

  Payment of
  drydocking expenditures

  (2,594

  )

  Provision for
  doubtful accounts

  277

  Interest paid
  from Title XI reserve funds

  894

  Other

  127

  Net cash
  provided by operating activities

  $

  5,837

  Distributable
  cash flow

  $

  6,644

  Cash
  distribution in respect of the period

  $

  5,799

  Distribution
  coverage ratio

  1.15

(1)                                  Maintenance
capital expenditures, which include drydocking and other capital expenditures,
represent the expenditures necessary to maintain the operating capacity of our capital
assets over the long term.  This amount
includes an allowance to replace the operating capacity of vessels which are
scheduled to phase out of service by January 15, 2015 under OPA 90.  To eliminate the effect of fluctuations in the

timing
of payment of maintenance capital expenditures, our partnership agreement
requires that we deduct estimated average maintenance capital expenditures in
determining the amount we can distribute.

*          *          *

Thank
you for your consideration.  We would
like to discuss our responses to your letter at your earliest convenience.

  Sincerely yours,

  /s/ John J. Nicola

  John J. Nicola

  Chief Financial Officer

  cc:

  Claire Erlanger, Securities and Exchange Commission

  Sean T. Wheeler, Baker Botts LLP

  Kenneth Evans, PricewaterhouseCoopers LLP