SecProbe.io

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October 7, 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.
Form S-1; Amendment No. 1
File No. 333-118141
Filed September 24, 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. We note that a portion of the proceeds from the offering will be
used to redeem common units held by United States Shipping Master LLC
if the over-allotment option is exercised.  Supplementally provide us
with a detailed explanation of this arrangement and file any executed
documents relating to this arrangement as an exhibit to the filing.
In your response, please detail the reasons why the transaction is
structured as a sale by the issuer followed by a redemption of common
units, rather than as a distribution of Master LLC`s common units.  In
addition, explain how this redemption serves as a "reimbursement" for
the capital expenditures made by Master LLC as you indicate on page 8
and 39.

2. We note that you present information in the prospectus using an IPO
price of $20.00 per share.  Fill in the price range in the next
amendment.

Cover

3. Revise the bullets to more clearly and forcefully name the material
risks.  For example, include the information to the first bullet that
you lacked funds to pay the minimum payment for all units for the last
year and interim stub.  Add sub-bullets giving the major ways the
general partner can disadvantage common unitholders.

4. We reissue our prior comment 4.  Please remove the identification
of the "Joint Book-Running Managers" and "Co-Lead Manager" from the
prospectus cover page.

5. We reissue our prior comment 7.  Please refer to Item 502(b) of
Regulation S-K and accordingly move the dealer prospectus delivery
obligation to appear on the back cover page of the prospectus.

Summary, page 1

6. Please disclose in bold the statement that estimated available cash
from operating surplus during 2003 and the first half of 2004 would
have been insufficient to pay the minimum quarterly distribution on
all of our units.  Also make it a bullet factor on the cover.

Issuance of additional units, page 11

7. Supplementally advise us of whether the additional common units
that may be issued will be registered.

8. In that regard, supplementally provide us with a clarification of
your disclosure that you can issue an unlimited number of common units
for the redemption of outstanding common units if the redemption price
does not exceed the net proceeds per unit.  Describe your proposed
method of issuing additional units and subsequently redeeming units,
and discuss the circumstances pursuant to which this would occur.

Non-GAAP Financial Measures, page 15

9. We note your response to prior comment number 12 but reissue our
comment.  Your response did not specifically address the comment as it
relates to how your presentation of net voyage revenue complies with
FR-65.  We note your response such that net voyage revenue is
considered a standard performance measure used in the maritime
industry; however, to the extent that such non-GAAP measure is
included in a registration statement or SEC filing, it must comply
with FR-65, regardless of former standard industry practice.  In this
regard, as this non-GAAP performance measure includes adjustments that
will recur every period, you should not present this non-GAAP measure
in commission filings under the guidance in Item 10(e)(ii) of
Regulation S-K.   However, as an alternative, you can separately
disclose the amount of voyage revenues and voyage expenses for each
period and (i) explain that a standard maritime industry performance
measure uses net voyage revenues which is computed as voyage revenues,
net of voyage expenses; and (ii) discuss its use in the calculation of
average daily time charter equivalents.  Your disclosures should be
limited to the items above without computing or disclosing the
aggregate dollar amount of this non-GAAP performance measure, net
voyage revenue.   Please revise your disclosure and MD&A (page 65),
accordingly.

10. Reference is made to "Adjusted EBITDA".   From your disclosure,
you state that this non-GAAP measure is used as both a performance and
liquidity measure.   You specifically disclose that "Adjusted EBITDA"
is used to assess compliance with certain financial covenants included
in your debt agreements.   However, we note no disclosure in your MD&A
or notes to financial statements that discuss this material debt
covenant.   In accordance with the guidance in Question 10 of the June
13, 2003 Frequently Asked Questions on Non-GAAP Financial Measures, if
management believes that "Adjusted EBITA" is a material covenant in a
material debt agreement, you should provide all disclosures specified
in this Question or delete this non-GAAP liquidity measure
accordingly.

11. Please note that the guidance in this question also states that
discussion of this non-GAAP financial measure for other purposes would
not be permitted unless otherwise allowable under Item 10(e) of
Regulation S-K.   In this regard, it appears that disclosure of
"Adjusted EBITDA" as a performance measure (reconciled to Net Income
(Loss)) does not appear appropriate under the guidance of Item 10(e)
of Regulation S-K, as the adjustment for (Gains) Loss on Debt
Extinguishment is reasonably likely to recur again with the repayment
of debt outstanding.  Furthermore, the adjustment for other income,
net is not appropriate when presenting EBITDA as a performance
measure, as one should only adjust net income by interest, taxes and
depreciation and amortization in reconciling to EBITDA.   Please
delete "Adjusted EBITDA" as a performance measure, accordingly.
Similarly revise your MD&A (page 65).

We rely on a limited number of customers, page 23

12. Name each customer who accounts for 10% or more of your revenues
for the periods presented and give the percentage.

Risks Inherent in an Investment in Us, page 28

13. Please include a separate risk factor that addresses your ability
to pay your quarterly cash distributions from working capital
borrowings.  Clearly state the source of your working capital
borrowings and the impact this may have on your working capital
requirements.  In addition, discuss the impact on the value of the
common units.

Dilution, page 41

14. We were unable to recompute the pro forma tangible book value per
common unit before the offering of $(0.08).  Supplementally tell us
how you arrived at this amount based upon the formula provided in
footnote 1.

Operating Surplus and Capital Surplus, page 42

15. In the next amendment please replace "operating surplus" with a
term that better describes the concept.  See the first full paragraph
on page 43, which makes clear that what you call "operating surplus"
is confusingly named.

Distribution of Cash upon liquidation, page 50

16. If the general partner and its affiliates could do better than
common unit-holders in the event of a liquidation, please describe.

Business, page 95

17. Recast the statement that you have "a reputation for high
standards" on page 98, as your belief or supplementally substantiate.
Revise the summary and Management`s Discussion and Analysis
accordingly.

Security Ownership of Certain Beneficial Owners and Management, page
127

18. With respect to any beneficial owner whose common units are
subject to the over-allotment option, include a selling shareholder
table listing the unit amounts such person might have redeemed if
identical units are sold for the over-allotment option and identify
each such beneficial owner as a  "deemed underwriter" in the event the
over-allotment option is exercised.

Certain Relationships and Related Party Transactions, page 129

19. Revise this section to discuss the redemption of common units held
by the Master LLC.  The discussion should include a clear account of
the redemption, including reasons for the redemption, the principle
followed to determine the redemption price, the identity of the
persons making the determination, and the original cost of the common
units.  Refer to Item 404 of Regulation S-K.

Fiduciary Duties, page 136

20. Revise the second paragraph to clarify that the provisions
restricting fiduciary duties are in place to disadvantage common
unitholders by attempting to deprive them of legal remedies in the
event the general partner violates his fiduciary duty.  Delete the
added material which appears inconsistent with this statement.  If you
disagree, please supplementally explain why.

Material Tax Consequences, page 159

21. It is inappropriate to refer to an opinion as a "summary." Please
revise the first sentence of this section.

Unaudited Pro Forma Consolidated Statement of Operations, pages F-4
and F-5

22. We note that your pro forma weighted average units outstanding of
approximately 13.8 million units include all 6 million common units
issued in the IPO.   It is staff position that the denominator in
computing pro forma EPS (i.e. net income per unit) should include only
those common units whose proceeds are being reflected in pro forma
adjustments to the consolidated statements of operations (i.e. debt
repayment).   In this regard, the common units whose proceeds will be
used for general corporate purposes (i.e. working capital) and other
purposes that are not reflected in an adjustment to the consolidated
statement of operations should not be used in computing EPS.  However,
you may present "additional" EPS data reflecting the issuance of all
shares if this information if considered meaningful.   If additional
EPS is reflected on the face of the pro forma consolidated statements
of operations, it should be labeled appropriately.   Please revise
this pro forma consolidated financial statement section as well as the
summary / selected historical and pro forma financial and operating
data sections (pages 14 and 64), accordingly.

Note 1 - Basis of Presentation, the Offering and Other Transactions,
page F-6

23. In the last paragraph of note 1, you state that approximately $1.7
million of incremental general and administrative expenses will be
incurred on an annual basis and the pro forma statements do not
include any adjustment for these estimated incremental costs.
However, as the pro forma statements give effect to the offering as a
public company and the amount of estimated incremental expenses is
significant to your results of operations, you should specifically
include these incremental expenses as an adjustment to your pro forma
statement of operations.   In this regard, the pro forma statement of
operations should be indicative of the ongoing entity representing
adjustments that are expected to have a continuing impact.   Please
revise your annual and interim pro forma statements of operations,
accordingly.

Note 2 - Pro Forma Adjustments and Assumptions, page F-7

24. We note your disclosure of assumptions for pro forma adjustment
(B) relating to the retention by United States Shipping Master LLC or
its affiliates of certain assets.  You indicate that $1,500,000 of
payables to certain entities currently included as subsidiaries of the
United States Shipping Master that will not be included in the U.S.
Shipping Partners L.P.  In this regard, please either revise or
supplementally explain why this pro forma adjustment is characterized
as credit rather than a debit to accounts payable in the amount of
$1,493,000 on the face of the unaudited pro forma consolidated balance
sheet (page F-3).

Financial Statements

General

25. Provide a currently dated consent from the independent public
accountants in the amendment.

Estimated Available Cash From Operating Surplus, page D-1

26. Pro forma net income for the year ended December 31, 2003 and the
six months ended June 30, 2004 of $8,787,000 and $4,062,000,
respectively, do not agree to the amounts presented on the face of the
unaudited pro forma consolidated statements of operations for the year
ended December 31, 2003 (page F-4) and six months ended June 30, 2004
(page F-5).  Please revise accordingly.

Item 16. Exhibits

27. Please provide us with your tax and legality opinions in the next
amendment.

Signatures

28. Please revise the signature page to indicate who is signing in the
capacity of principal financial officer.  Refer to Instruction 2 to
the Signature section of Form S-1.

Closing

As appropriate, please amend your registration statements in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

Direct any questions on the financial statements and related
disclosure to Jean Yu at (202) 824-5421, or David Humphrey, at (202)
942-1995.  Direct any other questions to Hanna Teshome at (202) 942-
2975, or in her absence to me at (202) 942-2936.

								Sincerely,

								Sara W. Dunton
								Special Counsel

cc: via facsimile
Mike Rosenwasser, Esq.
Vinson & Elkins LLP
(917) 206-8100

U.S. Shipping Partners L.P.
October 7, 2004
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