SecProbe.io

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November 24, 2004

via U.S. mail

Mr. Ken Maples
Chief Financial Officer
Hiland Partners, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701

	Re:	Hiland Partners, LP
		Form S-1 filed October 22, 2004
		File No. 333-119908

Dear Mr. Maples:

We have completed our review of the above filing, and we 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. To the extent comments on one section apply to similar disclosure
elsewhere, please make corresponding revisions to all affected
disclosure.  This will minimize the need for us to issue repetitive
comments.

2. Confirm that you considered Securities Act Release No. 33-6900 and
Securities Act Industry Guide 5 when preparing this registration
statement.  Note that 33-6900 states that the requirements of Guide 5
"should be considered, as appropriate, in the preparation of [ ]
limited partnership offerings."  Refer to Sections II.A.3.n9, II.B.2,
and II.B.3 of Securities Act Release No. 33-6900 for guidance. We may
have additional comments.
3. Prior to printing and distribution of the preliminary prospectus,
please provide us with copies of all artwork and any graphics you
wish to include in the prospectus.  Also provide accompanying
captions, if any.  We may have comments after reviewing these
materials.  In addition, please provide us with all sales materials
for this offering.  Pursuant to Release 33-6900, these materials are
subject to our review and comment.

4. In connection with the minimum quarterly distribution disclosure,
we refer you to the Commission`s policy on projections in Item 10(b)
of Regulation S-K.

5. Ensure that your prospectus includes the latest and best
information available.  For example, update the disclosure regarding
the status of the Bakken processing plant and gathering system.

6. We note that you omit information required by Regulation S-K.
Revise your filing to provide all information other than that
specified by Rule 430A under Regulation C.  See pages 11, 123 and
138, for example.   Where information may change prior to
effectiveness, you may use brackets or another means to indicate
this.

7. Tell us whether the underwriters will engage in any electronic
offer, sale or distribution of the units and describe their
procedures to us supplementally.  If you become aware of any
additional members of the underwriting syndicate that may engage in
electronic offers, sales or distributions after you respond to this
comment, promptly supplement your response to identify those members
and provide us with a description of their procedures.

Briefly describe any electronic distribution in the filing.  Consult
Releases 33-7233 and 33-7289 for guidance.

Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular, address:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.

	Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement and provide us
with a copy of any written agreement.  Provide us also with copies of
all information concerning your company or prospectus that has
appeared on their website.  Again, if you subsequently enter into any
such arrangements, promptly supplement your response.

	We may comment further.
8. Please provide us with all sales materials for this offering.
Pursuant to Release 33-6900, these materials are subject to our
review and comment.

9. Where you provide cross-references, consider including page
references to facilitate access to the referenced disclosure.

10. Please promptly file via EDGAR all omitted exhibits so that we
may review and comment upon them.  Ensure that you file as exhibits
all documents Item 601(b) of Regulation S-K requires, such as any
material contracts with suppliers or customers upon which you are
substantially dependent.  If you feel that such contracts do not need
to be filed, provide us with your basis for not filing such
contracts.

11. Provide brief contextual definitions for all industry or
technical terms the first time you use them.  You may include
detailed definitions in your glossary.  For example, briefly define
the following terms:

fractionating				secondary recovery operations
throughput				shale formation
greenfield projects			fee-based arrangements
forward sales contracts		adjusted operating surplus
discharge pressure			feedstock
refrigeration processing		midstream
isomerization				blend stock
Restricted Person			air compression and water injection
services
	oil field roustabout services		"equitable apportionment"
method
	incentive distribution rights 		non-economic managing
member interest
	available cash

12. You include a number of subjective statements in your document,
including your "proven" expertise and "efficient" facilities.  Please
provide objective supplemental support or revise accordingly.

13. Monitor your need to update your financial statements, as
required by Rule 3-12 of Regulation S-X.

14. Tell us why you do not include quarterly financial information,
as would normally be required.  Refer to instructions for Form S-1,
Item 11(g).

Prospectus Cover Page

15. As appropriate, update the status of your application for listing
of the common units on the Nasdaq National Market.

16. We suggest that you include each of the applicable risks cited at
Section II.A.3.a of Securities Act Release No. 33-6900 in the bullet
list of risk factors.  Otherwise, explain to us why you omit any.

17. Disclose in footnote 1 the amount of the financial advisory fees
paid to A.G. Edwards & Sons, Inc.

Table of Contents, page i

18. Expand your table so that it is reasonably detailed.  For
example, list each risk factor separately.  Refer to Section II.A.3.b
of Securities Act Release No. 33-6900.  Also, revise the text at page
iv to eliminate the last two sentences, which inappropriately suggest
that your disclosure might not be current.

Prospectus Summary, page 1

19. You include excess detail and unnecessarily repeat disclosure in
the summary.  For example, substantially reduce the disclosure under
the subheadings "Overview" on pages 1-3, "Competitive Strengths" on
page 4 and "Business Strategy" on pages 5-6.  Identify only those
aspects of the offering that are the most significant and highlight
these points in clear, plain language.  Item 503(a) of Regulation S-K
requires only a "brief overview of the key aspects of the offering."
Refer also to Section II.A.3.c of Securities Act Release 33-6900.  In
addition, consider providing specific cross-references to the more
complete discussions that appear later in the document.

20. Provide more than a bullet point reference to highlight potential
conflicts of interest and the limited fiduciary duties.

Formation Transactions and Partnership Structure, page 7

21. Briefly identify the respects in which Harold Hamm and
Continental Resources can compete with you.

The Offering, page 9

		Use of Proceeds, page 9

22. Quantify the amount designated for working capital purposes.

Summary Historical and Pro Forma Financial and Operating Data, page
12

23. Please note that the following comments are also applicable to
similar data presented elsewhere in your filing.

24. Remove your references to "EBITDA," or change your measure to
define "earnings" as "net income" (after discontinued operations), or
change the name of your measure to reflect the information presented.
Note that we strictly define "EBITDA" in our FAQ at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

25. Please include "Predecessor" in the heading above the financial
data from Continental Gas, Inc.  Separate the historical data from
the pro forma data with bold and double vertical lines.  Also label
columns "unaudited" where appropriate.

26. Here and in all similar schedules throughout your filing,
including financial statements, lines describing costs of sales and
general and administrative expense where depreciation expense is
excluded must be renamed to indicate this exclusion.  Refer to SAB
Topic 11:B.

27. It appears to us that the "gross margin" data provided by you may
represent non-GAAP measures.  Demonstrate for us how these measures
are calculated.  Address whether they include depreciation and
amortization expense.  Refer to SAB Topic 11:B.

28. Please remove pro forma capital expenditure and sales volume
information, as such information does not appear to be factually
supportable.

29. Please expand the capital expenditures section so that the totals
reconcile to the corresponding lines in the historical statements of
cash flows.

Risk Factors, page 15

30. All risk factors should be brief and concise, generally
consisting of only one or two short paragraphs at the most.  Identify
the risk, include a cross-reference to more detailed disclosure
elsewhere if appropriate, and eliminate all excess detail.  Where you
discuss multiple risks under one caption, break the discussion into
separate factors and include appropriate captions for each.  For
example, we note the risk factor entitled "Our profitability is
dependent upon prices."

31. Revise your Risk Factor subheadings to identify the risk to your
business or your investors and to state the potential harm that could
result.  Refer to the risk "Because we handle" on page 19, for
example.  Also make sure that your captions are precise and concise.
For example, you should reflect the likelihood of higher interest
rates in the second caption on page 22 and the general partner`s
absolute discretion in establishing cash reserves in the first
caption on page 26.  The first caption on page 27 likewise should
make clear that the reference is to potential liability for any and
all of your obligations.

32. Expand current risk factors or include new ones regarding:
* the potential impact of terrorism, particularly terrorism targeting
pipelines;
* the impact of your reliance on affiliates for management personnel;
* the risks of the general partner maintaining the discretion as to
what expenses it can incur that you will have to reimburse;
* the limited voting rights of common unit holders;
* all of the risks associated with your cash distribution policy;
* the risks of not currently owning all of the described properties;
and
* all matters for which you are unable to obtain a legal opinion due
to the lack of authority on the matter.

Dilution, page 33

33. Include a precise cross-reference in footnote 2 to a discussion
of how and by whom the "fair value" was determined.

Cash Distribution Policy, page 34

34. Make clear in each case whether the general partner has absolute
discretion to determine the amount or is limited by standards of
reasonableness or other restraints.

	Distributions of Available Cash, page 34

35. Summarize all material restrictions or limitations on the payment
of distributions contained in your debt instruments or other
agreements.

Management`s Discussion and Analysis of Financial Condition, page 46

36. Revise your disclosure to provide the quantitative significance
of any factor that has acted in conjunction with other factors to
affect any line item of your results of operations.  For example,
specify the quantitative weight of the price changes as compared to
the volume changes in affecting your revenues.  Also briefly explain
why you expect G&A expenses to increase 130%.

37. Instead of merely detailing to investors the specific changes in
your results of operations, provide a more contextual explanation of
your results by discussing the underlying trends affecting the
changes.  For example, instead of stating that you realized higher
sales prices primarily as a result of higher index prices, explain to
readers the underlying reasons for the higher index prices.  Revise
your disclosure throughout accordingly.

Business, page 68

Midstream Assets, page 75

38. You state the wells surrounding your properties generally have
long lives with predictable steady flow rates.  You also state that
you think that the higher level of exploration and development
activity in the Matli gathering area will continue.  Please provide
us with objective supplemental support for such claims.

Option to Purchase Bakken Gathering System, page 80

39. Please relocate to the beginning of this section your disclosure
that the option will be contained in the omnibus agreement you will
execute upon the closing of the offering.

Environmental Matters, page 83

40. Discuss all the material environmental regulations, not just
"certain" ones.

41. Disclose whether you are in substantial compliance with each of
the identified regulations.  Similarly, confirm that you are not a
Potentially Responsible Party with respect to any of your properties.

Management, page 87

42. As required by Section II.B.2.b of Securities Act Release No. 33-
6900, your compensation disclosure should give investors a clear
understanding of the nature and amount of compensation that may be
paid.  Disclose how your general partner plans to compensate its
executive officers.  Quantify the amount of the annual retainer fees
and the compensation for attending meetings for the board of
directors of your general partner.  Also disclose the maximum amount
that may be paid to your general partner in each category of fees or
compensation.  If no such maximum exists, so state.

	Executive Compensation, page 88

43. Describe the contracts or the absence thereof in necessary
detail.

Long-Term Incentive Plan, page 89

44. With regard to the options you expect to grant to employees
described on page 90, tell us how you intend to value and account for
those options.  Tell us how you expect the options to impact net
earnings over the next year.

Security Ownership of Certain Beneficial Owners and Management, page
91

45. Provide actual street addresses rather than P.O. boxes.

Certain Relationships and Related Party Transactions, page 93

46. Disclose explicitly what the policy going forward will be with
regard to ongoing or renewable contracts.  For example, what does
"comparable" mean for the purposes you use it at page 96?  And how
does it correspond to "at least as favorable" ?

Conflicts of Interest and Fiduciary Duties, page 97

	Fiduciary Duties, page 99

47. Discuss why you modified the State-law fiduciary duty standards
in your limited partnership agreement.  Discuss the specific benefits
and detriments to your common units as a result of these changes.
See Section II.B.2.d. of Securities Act Release 33-6900.

48. Why does the partnership agreement contain modified standards?
Was or is there an expectation that there will be violations of the
standards that otherwise would apply?  Provi