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Via U.S. Mail and Facsimile

Mail Stop 3-9

	December 7, 2004

Mark Biderman
Chief Financial Officer and EVP
National Financial Partners Corp.
787 Seventh Avenue, 49th Floor
New York, NY 10019

Re: 	National Financial Partners Corp.
	SEC File No. 1-31781
	Form 8-K filed November 8, 2004

Dear Mr. Biderman:

      We have reviewed your 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 comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.

      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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. Please provide a brief description of the facts underlying the
conclusion to the extent known to the company at the time of the
filing as required by Item 4.02(a) of Form 8-K. For instance,
indicate the following:

* the facts and circumstance which led the company to believe that
revenue should be recorded on a net basis rather than on a gross
basis
* why the change affects the third quarter ended September 30,
2003
and subsequent periods (i.e. why not periods prior to 9/30/03
affected).
* the amount of the change

      Please amend your filing and respond to these comments
within
five business days or tell us when you will provide us with a
response prior to the expiration of the five-day period.  Please
understand that we may have additional comments after reviewing
your
amendment and 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.
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 in the filings reviewed by the staff 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 me at (202) 942-1962 if you have questions
regarding these comments or any other questions.

	Sincerely,

	Sasha Parikh
	Staff Accountant

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