SecProbe.io

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September 10, 2004

Paul B. Gridley
U.S. Shipping Partners L.P.
399 Thornhall Street, 8th Floor
Edison, New Jersey 08837

Re:  	U.S. Shipping Partners L.P.
Registration Statement on Form S-1
File No. 333-118141 filed August 12, 2004

Dear Mr. Gridley:

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.

	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 and 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. Supplementally advise us as to whether you intend to use additional
sales material, in addition to the prospectus, to sell the common
units.  If this is the case, please provide the staff with copies of
any sales literature you intend to use, prior to use.  These materials
are subject to our review and comment.  Refer to Item 19.D. of
Securities Act Industry Guide 5 and Release No. 33-6900 regarding
disclosure in offerings of limited partnership interests.
2. Furthermore, please provide any other disclosure that may be
required by Securities Act Industry Guide 5.  Note that Release 33-
6900 states that the requirements of Guide 5 "should be considered, as
appropriate, in the preparation of all other limited partnership
offerings."  Refer to Sections II.A.3.f. and II.B.2 of Securities Act
Release 33-6900 for guidance.

Cover Page
3. In the first paragraph, please briefly disclose the limitations on
your ability to pay the distributions of available cash to common unit
holders.  For example, it appears you are required to establish cash
reserves and pay fees and expenses, including payments to your general
partner, before you will have sufficient cash from operations to pay
the distributions to the unit holders.
4. Please remove the identification of "Joint Book-Running Managers"
and "Co-Lead Manager" on the prospectus cover page.  This information
is not required under Item 501 of Regulation S-K and is not material
to an investment decision.
5. Please confirm that you will include an estimate of the range of
the maximum offering price and the maximum number of common units to
be sold in any preliminary prospectus you circulate. See Instruction
1. (A) to paragraph 501(b)(3).

Inside Front Cover
6. Please provide us with the artwork you intend to use.  The inside
front cover artwork should be clear illustrations of your product or
business with concise language describing the illustrations.  Artwork
that does not convey the business purpose and language that strays
beyond a limited scope will not be appropriate inside the front cover.
Please refer to Section VIII of the Division of Corporation Finance
March 31, 2001 Current Issues and Rulemaking Projects Quarterly Update
available at www.sec.gov.
7. Please move the dealer prospectus delivery requirement to appear on
the back cover page.  Refer to Item 502(b) of Regulation S-K.
8. Please move the Industry Data and other unnecessary information to
appear after the summary and risk factors sections, or incorporate it
within the summary.

Prospectus Summary
U.S. Shipping Partners, L.P., page 1
9. Please provide more information about the background of the
company, such as in what year it began operating, how successful the
company is as compared to other competitors in the domestic long-haul
marine transportation industry for petroleum products, and some
indication as to the financial performance of the company in recent
periods.

Use of Proceeds, page 8
10. Please specify the purpose for the payment of $3.6 million to
United States Shipping Master LLC.  Revise the Use of Proceeds section
accordingly.

Cash Distributions, page 8
11. It appears that you will make payments to the general partner as
part of your routine fees and expenses, before you make any
distributions to the unit holders.  Please clarify and revise to
disclose what percentage of the fees, or what amount, you pay to the
general partner before making any distributions, of which the general
partner will get an additional two percent.

Non-GAAP Financial Measures, page 15
12. Although we note that you principally use net voyage revenue,
rather than voyage revenue, when comparing performance in different
periods, it appears that your presentation of net voyage revenue may
not comply with FR-65.  In this regard, Item 10 of Regulation S-K
prohibits the adjustment of a performance measure for an item that is
reasonably likely to recur within two years.  Since you have incurred
voyage expenses in every period, it appears they are likely to recur
in the future.  Also, based on your disclosure on page 68, it appears
that net utilization and time charter equivalents are your two
principal measures of performance.  Pursuant to FR-65, operating
measures are excluded from the definition of non-GAAP measures.
Therefore, we suggest you restrict your discussion of net voyage
revenue to explaining its use in the calculation of average daily time
charter equivalents, without disclosing the aggregate dollar amount of
net voyage revenue.  If you believe your presentation of the aggregate
dollar amount of net voyage revenue is appropriate, supplementally
tell us how such presentation complies with FR-65.

Risk Factors, page 17
13. Please include a risk factor that addresses the voting arrangement
you refer to on page 130, between United States Shipping Master LLC
and Sterling Investment Partners, LP.

Risks Inherent in an Investment in Us, page 28
14. Please include an additional risk factor to address your lack of
operating history in the current holding company structure and as a
publicly traded company.

Cash Available for Distribution
Estimated Available Cash from Operating Surplus, page 52
15. We note that you state the estimated useful life of the your tugs,
ITBs and parcel tankers is different from the estimate of useful life
of those vessels for accounting purposes.  Please explain
supplementally why you employ two different sets of useful lives for
the same assets.

Financial Forecast, page 55
16. Based on your Statement of Forecasted Results of Operations and
Cash Flows, it appears that a significant portion of your forecasted
cash flow is provided by borrowings from your line of credit.  Your
forecasted cash flow indicates that, without drawing $18,662,000 from
your line of credit, you would have insufficient cash to pay quarterly
distributions for fiscal 2005.  Please advise us as to whether your
Partnership Agreement allows you to borrow from your lines of credit
to meet the cash requirements for your quarterly distributions.  Also,
clarify your disclosure to specifically address the potential need to
make borrowings in order to pay the minimum quarterly distributions in
the future.

Summary of Signficant Accounting Policies and Forecast Assumptions
Note 3:  Significant Forecast Assumptions, page 58

General and Administrative Expenses, page 59
17. We note your assumptions related to general and administrative
expenses.  Please supplementally explain why your forecast for fiscal
2005 does not include any amounts for bonuses when it appears there
will be a Management Incentive Plan (as described on page 123) in
place.

Drydocking Expense, page 60

18. We note that actual costs incurred in fiscal 2003 amounted to
$12,448,000 related to one parcel tanker, the Chemical Pioneer.  We
also note that you plan to drydock two ITBs in fiscal 2005.  Please
briefly describe in the note how you arrived at your estimate for
drydock expenses of $12,000,000 for fiscal 2005 in light of the costs
incurred related to only the one vessel in fiscal 2003.
Management`s Discussion and Analysis, page 65
19. Although your MD&A provides discussion and analysis of past
financial condition and operating analysis, there is little emphasis
on your prospective financial condition and operating performance.
Please consider revising your MD&A, including your overview section,
to discuss prospective matters, with emphasis on any material trends
and uncertainties.  See Section III.B.3 of FR-72.
20. If you restrict your discussion of net voyage revenue, as
suggested by an earlier comment, please revise MD&A accordingly.

Liquidity and Capital Resources, page 75

Contractual Obligations and Contingencies, page 79
21. To increase the transparency of your cash flow, please consider
revising the table to include future interest payments for the term
loans outstanding or, alternatively, expand your discussion to
disclose the amount of future interest payments in the narrative.

Business, page 93
22. Specify your basis for statements such as, that you are "a leading
provider of long-haul marine transportation services" on page 93, that
your ITBS are "among the largest capacity tank vessels" on page 96,
that your "parcel tankers are among the most sophisticated in the
industry" on page 96, and that you have "a reputation for high
standards" on page 96, among others.  Otherwise, recast these
statements, here and elsewhere in the prospectus, as your belief.
23. If available, please update the third sentence in the first
paragraph with figures from the year 2003, regarding what percentage
of refined petroleum products are transported by water.  Also if
available, specify what percentage of that market that your company
captures.
24. Refer to the 4th paragraph on page 93.  Revise your disclosure to
specify the percentage of income attributable to each of the named
companies rather than stating the aggregate capacity usage of a
vessel, to the extent you have that information available.
Furthermore, to the extent that any customer accounts for 10% or more
of your revenues, please identify that customer. Refer generally to
Item 101(c)(1)(vii) of Regulation S-K.

Management, page 116
25. Please revise your disclosure to identify each person who served
as a member of the compensation committee (or board committee
performing equivalent functions), or otherwise identify each person
who participated in discussions concerning executive officer
compensation. Please refer to Item 402(j) of Regulation S-K.

Security Ownership of Certain Beneficial Owners and Management, page
125
26. Please revise to clearly state the purpose of each of the
beneficial ownership tables, and clarify why you have included two
tables.  It appears that the first table relates to the beneficial
ownership of the registrant, and the second table relates to the
beneficial ownership of the general partner entity.  Please more
clearly disclose that.
27. In addition, you indicate several entities as being beneficial
owners of common units of the registrant, without disclosing the
ultimate ownership of each such entity.  The shares attributable to
these entities should be disclosed in the total number of shares
beneficially owned by persons as defined in Item 403 of Regulation S-K
and Rule 13d-3 of the Securities Exchange Act of 1934.  These persons,
however, may disclaim ownership in a footnote, as appropriate.  Please
revise your disclosure accordingly.

Conflicts of Interest and Fiduciary Duties, page 131
28. Please provide more detail with regard to the conflicts committee.
We note your disclosure on page 116.  Incorporate that information
here, or provide a cross-reference.
29. Please state, if true, that if a conflict were to arise, an
independent third party will not evaluate the fairness of the
resolution.

Fiduciary Duties, page 134
30. We note your statement that the partnership agreement contemplates
various actions "that might otherwise be considered a breach of
fiduciary or other duties under applicable state law."  Supplementally
explain to us what provisions of the partnership agreement you are
referring to, why those particular provisions may be inconsistent with
state law, and also reconcile the enforceability and validity of these
provisions in light of the applicable state law.  Please revise your
disclosure here and in the summary on page 12, as appropriate.
Furthermore, please describe in detail any legal rights and remedies
available to unitholders.  Refer to Section II.B.2.d. of Release 33-
6900.

Underwriting, page 171
31. We note that Citigroup Capital Markets, in its sole discretion,
may permit early release of the common units subject to the lock-up
agreements.  Briefly discuss the factors the underwriter will consider
in deciding whether to consent to such early release.

32. Please disclose whether the common units reserved for sale under
the directed unit program will be subject to lock-up agreements and if
so, briefly describe the lock-up agreements.
33. Please provide us with any materials given to potential purchasers
of the reserved common units under the directed unit program.
34. We note that the underwriters have reserved an unspecified percent
of the units for sale directly to your directors, officers, employees
and designated individuals.  Supplementally describe the mechanics of
how and when these units are offered and sold to investors in the
directed unit program for this offering.  For example, tell us how the
prospective recipients and number of reserved units are determined.
Tell us how and when the issuer and underwriter notified the directed
share investors, including the types of communications used.  Discuss
the procedures these investors must follow in order to purchase the
offered securities. For example, are directed share purchasers
required to establish accounts before the effective time, and, if so,
what if any funds are put in newly established brokerage accounts
before the effective date? How do the procedures for the directed
share program differ from the procedures for the general offering to
the public?  Please revise accordingly.

Notes to Unaudited Pro Forma Consolidated Financial Statements

Note 2 - Pro Forma Adjustments and Assumptions, page F-8
35. We note your disclosure of assumptions for pro forma adjustment
(E) relating to the management fees paid to an affiliate of Sterling
Investment Partners.  In this regard, please indicate whether the
affiliate has agreed to amend the service agreement to provide for its
termination.

Financial Statements

General
36. The financial statements should be updated to comply with Rule 3-
12 of Regulation S-X.  In this regard, please note that, when updated
financial statements are filed in an amendment, the staff may require
additional time to review the amendment.
37. Provide a currently dated consent from the independent public
accountant in the amendment.

Notes to Consolidated Financial Statements

Note 7 - Outstanding Capital, page F-21
38. We note that you issued 3,995,607 Class D units in May in exchange
for 3,995,607 Class D units of Shipping and that the holder of the
Class D units is an executive of the Company whose employment
agreement provides that such shares can be put back to the Company
upon the executive`s termination.  In this regard, please provide us
with the following information:
* Tell us the nature, terms and timing of the put right granted to the
executive; and
* Tell us whether the executive will have a put right in the limited
partnership`s common units and/or subordinated units.  If so, tell us
the nature and specific terms of the put right and what, if any,
accounting has been considered or taken.

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