SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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January 26, 2005

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 Amendment No.2
      Filed January 7, 2005
		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. We will issue in a separate letter any comments regarding your
confidential treatment application.  We will not be in a position
to
consider a request for accelerated effectiveness of the
registration
statement until all outstanding issues, including the application,
have been resolved.

Summary of Conflicts of Interest and Fiduciary Duties, page 5

2. Confirm to us supplementally that the revised disclosure in the
last sentence on page 5 accurately states the legal ramifications
that flow from the purchase of a common unit.
Risk Factors, page 16

3. We note your response to prior comment 9.  Revise the factor at
page 24 captioned "Our general partner determines the cost
reimbursement and fees" to include the information you added to
the
section captioned "Reimbursement of Expenses of Our General
Partner"
at page 93.  Also revise the factor at page 26 captioned "We do
not
have our own officers and employees" to make clear that neither
you
nor your general partner have entered into employment agreements
with
your general partner`s officers.

Closing Comments

      Please amend the above registration statement in response to
these comments.  You may wish to provide us with marked copies of
the
amendments to expedite our review.  Please furnish a cover letter
with your amendment(s) that keys your responses to our comments
and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your amendment(s) and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made. You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.  We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      Please direct questions regarding accounting issues and
related
disclosures to Sandy Eisen at (202) 942-1805, or in her absence to
Kim Calder, Assistant Chief Accountant, at (202) 942-1879.  Direct
any other questions to Alex Shukhman at (202) 942-2872 or, in his
absence, to Timothy Levenberg, Special Counsel, at (202) 942-1896.
Direct any correspondence to us at the following ZIP Code:  20549-
0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc: 	via facsimile
	Mr. Heather Callender
	Vinson & Elkins LLP
	(713) 615-5038

Bcc:	Alex Shukhman
      Sandy Eisen
      Timothy Levenberg
      Kim Calder

Hiland Partners, LP
January 26, 2005
page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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