SecProbe.io

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      September 8, 2004

Mail Stop 0409

Stephen D. Replin
Del Mar Income Partners, Ltd.
222 Milwaukee Street, Suite 304
Denver, CO  80206

Re:	Del Mar Income Partners, Ltd.
      Form S-11 filed August 10, 2004
      File No. 333-118092

Dear Mr. Replin:

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

General

1. There appears to be a discrepancy between the courtesy copies
of
the registration statement that we received from counsel and the
registration statement that was filed on Edgar.  In particular,
the
last two sentences of the second full paragraph on page 2 do not
appear in the registration statement filed on Edgar.  These
sentences
state: "In 1991, the SEC ordered permanent cease and desist
violation
proceedings against Mr. Replin alleging that Mr. Replin violated
federal securities law provisions in an offering of securities of
Laur Corporation.  Mr. Replin entered into a consent decree
without
admitting or denying the allegations."  Please note that our
review
is based on the courtesy copies that were provided.  Please
clarify
whether there are any other discrepancies between the courtesy
copies
provided and the registration statement filed on Edgar.

2. We note that you intend to use the proceeds from the offering
to
make mortgage loans, to pay your expenses as a publicly held
company
and for working capital.  As such, this investment constitutes a
blind pool REIT.  Accordingly, please provide information
substantially similar to the disclosures that would be required
under
Industry Guide 5 if limited partnership interests were being
registered, including, among other things, tabular use of proceeds
disclosure and prior performance information required under Item 8
and Appendix II of Guide 5.  See Securities Act Release 33-6900.

3. With respect to prior performance information, include in the
prospectus a narrative discussion of the Manager`s experience over
the past ten years which includes such information as the types of
acquisitions made, a description of the any major adverse business
developments or conditions which were experienced, a discussion of
whether prior programs had similar investment objectives and a
cross
reference to the more detailed information in the table(s).  With
respect to the prior performance tables, adjust the tables to
provide
analogous information as would be included in real estate
programs,
including for example, but not limited to, information on the
types
collateral securing the mortgage loans, year of origination or
issue
date, lien position or class, maturities, mortgage rates,
delinquency
status of loans.  Provide information in the narrative
introduction
to each table which cross references the narrative summary in the
text and explains the significance of the track record and the
table.

4. Please note that any sales literature that is to be used in
connection with this offering must be submitted to us
supplementally
prior to use, including sales literature intended for broker-
dealer
use only.  Please submit all written sales materials proposed to
be
transmitted to prospective investors, orally or in writing, with
your
next filing.  In this regard, note that sales materials must set
forth a balanced presentation of the risks and rewards to
investors
and should not contain any information or disclosure that is
inconsistent with or not also provided in the prospectus.  For
guidance, refer to Item 19.D of Industry Guide 5.

5. Please revise your disclosure to provide the standards, if any,
to
be utilized by you in determining the acceptance of subscription
agreements immediately following the cover page.  These
suitability
standards should include those established by you or by any self-
regulatory organization or state agency having jurisdiction over
the
offering of the securities.  Refer to Item 2 of Industry Guide 5.

6. We note that you completed a private placement of your common
stock that raised net proceeds of approximately $838,000 in August
2004.  Please supplementally provide us with your analysis with
respect to the potential for the integration of the offers and
sales
in connection with the August 2004 private placement and the
public
offering of common stock, including a discussion of any relevant
staff interpretations.

7. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to our
review.

8. We note your disclosure that sales are expected to be made by
your
directors, executive officers and "stockholders."  Please identify
in
the prospectus the officers, directors and shareholders who will
be
selling your securities.  Please tell us whether they will
register
as broker-dealers pursuant to Section 15 of the Exchange Act or
provide a detailed analysis of how each element of the safe harbor
provided by Exchange Act Rule 3a4-1 will be met for each
individual.
If dealers are to be used, please revise to include a dealer
prospectus delivery obligation on the outside back cover page of
the
prospectus as required by Item 502 of Regulation S-K.  Please note
that in the event that you do retain a broker-dealer for the sale
of
your securities, please file an amendment to your registration
statement to disclose the arrangements with the broker-dealer
participating in the offering.  In addition, please note that no
broker-dealer may participate in the offering until it obtains a
"no
objection" position on the terms of the underwriting compensation
from the NASD`s Corporate Finance Department.
9. Please provide the disclosure required by Item 12 of Form S-11
regarding your policies with respect to certain activities.

10. Please provide the disclosure required by Item 25 of Form S-11
regarding your policies with respect to certain transactions.

Cover

11. The cover page should contain only information required by
Item
501 or that is key information.  In this connection, please delete
the second and fourth sentences in the first paragraph that begin
"[o]ur slogan, A Check Of The Month REIT" and "[w]e plan to begin
paying," respectively.   See our Plain English Handbook available
at
www.sec.gov.

12. Please revise here and throughout the prospectus to disclose
the
year in which you expect to qualify as a REIT.

13. Please revise your bullet risk factors as follows:

* The second risk factor to clarify that you are a blind pool REIT
* The fourth risk factor to briefly quantify the ownership and
transfer restrictions (please make conforming change on page 2).
* The fifth risk factor to disclose that the Manager was only
recently formed.

14. Please revise to include the following bullet risk factors:

* That your president and CEO is also the President and CEO of
your
manager, that your advisory agreement was not negotiated at arms-
length and provides for substantial compensation including 50% of
all
income earned by Del Mar, all origination fees up to 8% and 50%
thereafter, and 50% all interest earned on loans after prime plus
500
basis points;
* If true, that you may borrow to make distributions;
* That there are no limitations on the amount of debt you may
incur
which could reduce the amounts available for distribution to
shareholders;
* That you intend to make balloon payment loans that have a higher
risk of default because they depend on the borrowers ability to
refinance the loan or sell the property;
* That you intend to make loans to sub-prime borrowers which have
a
high risk of payment default;
* That there is no limitation on your ability to make subordinated
loans which are subject to a greater risk of loss than loans
secured
by first liens;
* That there is no limitation on the amount of loans on
undeveloped
property which are highly speculative since the borrowers ability
to
repay depends on its ability to develop the land; and
* That interest rate fluctuations may reduce or eliminate net
income
from your investments.

15. To the extent we highlight or request risk factor disclosure
on
the cover page, please make conforming changes in the Summary Risk
Factors and in the Risk Factors section.

16. Please order the risk factors here and throughout the document
in
order of material importance.

17. Please revise the cover and your disclosure on pages 3 and 4
to
state that your directors, officers and current shareholders have
the
right to purchase shares for the purpose of meeting the minimum
subscription amount.  Further, please include risk factor
disclosure
of the risks associated with the ability of insiders to purchase
shares to reach the minimum, including that no investor should
place
any reliance on the sale of the specified minimum as an indication
of
the merits of this offering.

18. Please revise to include the offering price in the first
paragraph.

19. We note footnote (2) on the cover page.  Please revise to
include
the information regarding the termination date and the
arrangements
to place the funds received into escrow into the narrative text.

20. Please revise to highlight the cross-reference to the risk
factors in prominent type other than all capitals.

21. If there is a minimum subscription amount, please revise to
disclose.

Table of Contents

22. Provide a detailed table of contents including risk factor
subheadings.  Refer to Section II.A.3.b. of  Release 33-6900.

Prospectus Summary, pages 1 - 3

23. We note your disclosure that you expect all, or substantially
all, of your loans to be secured by mortgages on real property.
Further, we note your disclosure on page 17 that you will consider
junior security positions in appropriate circumstances.  Please
expand your disclosure here and throughout the prospectus,
including
pages 15 and 16, to provide the information required by 13(b) of
Form
S-11.  In addition, please quantify in this section and on page 16
the percentage of your loans that you expect to be secured by
mortgages on real property, including the percentages of loans
that
you expect (i) to be secured by first mortgages and (ii) to be
subordinated to other lien holders.

24. Please revise here and throughout to disclose the extent to
which
you intend to invest in, and any limitations upon your investment
in,
second mortgage loans, development loans, construction loans,
commercial loans and residential loans. To the extent that there
are
no limitations on your investment in these loans, please revise to
provide risk factor disclosure of the risks of such investments.

25. Please revise here and throughout to quantify the percentage
of
your loans that may be balloon payment loans and any limitations
on
the percentage of your loans that may require balloon payments.
Further, revise to quantify the term of your loans and any
limitations on the term of your loans, including the term on
balloon
payment loans.  If there are no limitations, please revise to
include
appropriate risk factor disclosure.

26. Please revise here and throughout to quantify the extent to
which
you will acquire loans as opposed to originate loans.  If you
intend
to acquire loans, please revise to disclose whether such loans may
be
acquired from affiliates, such as Regatta Capital Limited.
Further,
disclose whether you intend to service such loans or whether a
third
party will service such loans and whether such third party will be
affiliated.

27. We note your disclosure on page 8 that to the extent you
obtain
bank or other short-term financing, your profitability may be
adversely affected by the levels of and fluctuations in interest
rates.  Please revise here and throughout to disclose whether you
intend to use any derivative instruments to manage your interest
rate
exposure such as reverse repurchase agreements or interest rate
swaps.  Further, please revise to explain in greater detail
throughout the type of short-term borrowings you expect to depend
upon to fund your acquisitions and whether you have any
commitments
for a line of credit.

28. Please revise to disclose whether any of the balloon loans in
which you intend to invest may be interest carry loans.

29. We note your disclosure that your slogan, "Check of the Month
REIT," expresses your business objective of providing a steady,
predictable income flow to your stockholders.  We also note your
disclosure on page 13 that after obtaining your REIT status you
intend to make regular, monthly cash distributions to your
stockholders and that the declaration of cash distributions will
be
in the discretion of the board of directors.  Please revise your
disclosure on page 1 to clarify that you will not make any
distributions until you obtain REIT status and provide the date
you
expect to obtain such status.  In addition, please clarify that
you
have no significant operating history and that you cannot predict
with any certainty the amount of distributions, if any, that may
be
made by you.

30. Please revise your disclosure in this section and throughout
the
prospectus, including pages 14 and 15, to state that you intend to
make subprime loans.  In addition, please briefly discuss your
expectation to quickly process loan applications as a result of
your
focus on the collateral as opposed to the overall financial
condition
of the borrower.  Further, please state that you expect that your
loans will require the borrower to make a balloon payment on the
principal amount upon maturity of the loan.  Please balance this
discussion with the risks associated with such subprime loans,
including higher default rates and foreclosure costs.

31. We note that you intend to make loans to small-sized
businesses
and to individuals whose financial condition and lack of operating
history make it difficult to obtain conventional bank financing
and
that you expect to receive a higher rate of interest than would be
charged by a bank or other conventional lender.  Further, we note
your disclosure on page 14 that you intend to make loans to small
and
mid-size businesses.  Please revise your disclosure to clarify
those
businesses to which you intend to make loans and expand your
disclosure to define "small-size" and "mid-size" businesses as
appropriate.  In addition, briefly describe the financial
condition
of the individuals and businesses to which you intend to make
loans
and quantify the "higher rate of interest" that you plan to
charge.

32. Please revise your disclosure on pages 1 and 14 to clarify
that
your manager is an affiliated party and that your President and
Chief
Executive Officer is also the President and Chief Executive
Officer
of your manager.

33. Please revise to provide the disclosure required by Item 11 of
Form S-11.

34. Please provide your website address if available.

35. Please disclose the percentage of outstanding securities of
Del
Mar Income Partners that the shares you are registering represent.

Risk Factors, pages 1 - 2

36. Please