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SEC Company Response from U.S. Shipping Partners L.P. (CIK 0001299716) — Oct 26, 2004

U.S. Shipping Partners L.P. (CIK 0001299716)
Date: Oct. 26, 2004 · CIK: 0001299716 · Accession: 0001047469-04-032140

AI Filing Summary & Sentiment

File numbers found in text: 001-32326, 333-118141

Date
October 28, 2004
Author
Citigroup
Form
CORRESP
Company
U.S. Shipping Partners L.P. (CIK 0001299716)

Letter

Securities and Exchange Commission Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 RE:U.S. Shipping Partners L.P. Common Units Representing Limited Partner Interests Registration Statement Form S-1 (File No. 333-118141)

Dear Sirs:

In connection with the proposed offering of the Common Units registered on the above-captioned Registration Statement, we wish to advise you that we hereby join with the Registrant's request that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on October 28, 2004 at 4:00 p.m. (New York City time) or as soon as practicable thereafter.

Supplemental information supplied under Rule 418(a)(7) under the Securities Act of 1933:

(i)

Date of Preliminary Prospectus: October 22, 2004.

(ii)

Dates of distribution: October 22, 2004 — October 25, 2004

(iii)

Number of prospective underwriters: 5

(iv)

Number of prospectuses distributed under (iii) above: approximately 26,450

(v)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global Markets Inc.)

Very
truly yours,
Citigroup
Global Markets Inc.

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CORRESP
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U.S. Shipping Partners L.P.
  399 Thornall Street, 8th Floor
  Edison, New Jersey 08837

October 25,
2004

VIA FAX AND EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Judiciary Plaza

Washington, D.C. 20549

Re:U.S.
Shipping Partners L.P.

Acceleration Request

Registration Statement No. 333-118141

Ladies
and Gentlemen:

        Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, U.S. Shipping Partners L.P. (the "Registrant") hereby requests acceleration of the effective date of
its Registration Statement on Form S-1, as amended, Registration No. 333-118141, to 4:00 p.m. on October 28, 2004 or as soon thereafter as
practicable. In addition, the Registrant requests that its Registration Statement on Form 8-A, Registration No. 001-32326, be declared effective at the same time
the Registration Statement on Form S-1 is declared effective.

        If
you require additional information, please call Roy Goldman at (212) 318-3219 or Yvan-Claude Pierre at (212) 318-3084.

Very truly yours,

U.S. SHIPPING PARTNERS L.P.

By:

US Shipping General Partner LLC,

its General Partner

By:

/s/  ALBERT E. BERGERON       Name: Albert E. Bergeron

Title: Vice President—Chief Financial Officer

CITIGROUP

October 25,
2004

Securities
and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:U.S.
Shipping Partners L.P.

Common Units Representing Limited Partner Interests

Registration Statement Form S-1 (File No. 333-118141)

Dear
Sirs:

In
connection with the proposed offering of the Common Units registered on the above-captioned Registration Statement, we wish to advise you that we hereby join with the Registrant's request that the
effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on October 28, 2004 at 4:00 p.m. (New York City time) or as soon as
practicable thereafter.

Supplemental
information supplied under Rule 418(a)(7) under the Securities Act of 1933:

(i)

Date of Preliminary Prospectus: October 22, 2004.

(ii)

Dates of distribution: October 22, 2004 — October 25, 2004

(iii)

Number of prospective underwriters: 5

(iv)

Number of prospectuses distributed under (iii) above: approximately 26,450

(v)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global Markets Inc.)

Very
truly yours,

Citigroup
Global Markets Inc.

/s/
MARTHA BAILEY

Martha
Bailey

Senior Vice President

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U.S. Shipping Partners L.P. 399 Thornall Street, 8th Floor Edison, New Jersey 08837