SecProbe.io

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MAIL STOP 05-11

March 30, 2005

Mr. Stuart B. Rekant, Chairman and CEO
Juniper Partners Acquisition Corp.
56 West 45th Street, Suite 805
New York, New York 10036

      Re:	Juniper Partners Acquisition Corp.
		Registration Statement on Form S-1
		File No. 333-123050
      Filed March 1, 2005

Dear Mr. Rekant:

      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.
      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. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.
2. Prior to effectiveness of this registration statement, please
confirm supplementally that you have resolved any outstanding
state
regulatory agency comments and that you have received clearance
from
all states where you have applied to have the units registered for
sale.
3. Revise your disclosure throughout the prospectus referencing
your
intent to have the company`s securities listed on the OTC Bulletin
Board to clarify that there is no assurance that such securities
will
be listed for trading on the OTC Bulletin Board.
4. If true, please provide disclosure throughout the prospectus as
appropriate that you will not proceed with a business combination
if
Class B common stock holders "owning 20% or more of the shares
sold
in this offering vote against the business combination and
exercise
their conversion rights."  Additionally, please revise to clarify
that this is a two step process (first, they would have to vote
against the combination, and second, they have to exercise their
conversion rights) and that voting against the combination alone
will
not result in a pro rata distribution of the trust fund to the
Class
B holders.
5. Disclose in all appropriate places in the prospectus whether
the
officer and  directors of the company and affiliates thereof are
eligible to purchase Series B Units, and if so, the potential
conflicts of interest that may result, including but not limited
to,
the voting by such persons of their Class B shares with respect to
a
business combination.
6. Clarify and provide disclosure, in the summary, risk factors,
description of securities, and elsewhere as appropriate, to the
extent that the exercise of the outstanding Class W and Class Z
warrants could result in a change of control of the company,
whether
prior or subsequent to the consummation of a business combination
transaction.
7. In various places in the prospectus reference is made to the
"representative."  Please clarify the disclosure to specifically
identify this person/entity and discuss any affiliations of such
person/entity with the company, the underwriter, or any officer or
director.

Cover Page
8. Please revise the disclosure here, and elsewhere in the
prospectus
as appropriate, to highlight the consequences of the offering to
Series A purchasers, including, but not limited to, that the
Series A
holders will bear the entire underwriting discounts & commissions
in
the offering (including those payable on Series B) plus all
offering
expenses, and stand to lose all of their investment and have their
securities expire worthless in the event that no business
combination
results.  Additionally, provide an affirmative statement, if true,
on
the cover page and elsewhere as appropriate, that the company
currently has no specific merger, capital stock exchange,
acquisition, or similar business combination under discussion
(whether formally or informally), under consideration, or
contemplated.

Summary, page 1
9. Add a paragraph discussing the consequences to common stock
holders if no business combination is consummated by the company,
i.e., that they are likely to get little or nothing back (because
offering expenses and co operating expenses will be paid from the
proceeds of Series A) and their securities will expire worthless.

Risk Factors, page 8

10. Please avoid the generic conclusion you reach in several of
your
risk factor narratives and subheadings that the risk could
"negatively impact," "adversely affect," "negatively impact," or
have
a "material adverse affect" or "adversely affect" your business,
financial condition, or results of operations.  Instead, replace
this
language with specific disclosure of how your business, financial
condition and operations would be affected.  See, for example,
risk
factors 27-29, 32, 33 and 35.
11. Add a risk factor to disclose that the company intends to
reimburse its initial security holders, including its officers and
directors, for out-of-pocket expenses incurred by them on behalf
of
the company, and that there is no limit on the amount of such
expenses reimbursed by the company.
12. Please revise risk factor 6 to provide, in reasonable detail,
the
"certain circumstances" in which Mr. Rekant and Mr. Becker have
agreed to be personally liable for the debts and obligations of
the
company.
13. Please identify the members of management that you expect to
remain associated with the company following a business
combination
as stated in risk factor 9.  In addition, please clarify what is
meant by "associated."
14. Since it does not appear that your officers will contribute
all
of their time to company business, please disclose in risk factor
10
the number of hours per week and percentage of time that they will
contribute.
15. Affirmatively state in risk factor 11 whether any of your
officers, directors, or affiliates of the same have ever been
associated with blank check companies.
16. Risk factors 33 and 34 are generic and could apply to any
company.  Please delete these risk factors.  Risk factor 36 is
generic and repetitive.  Please delete as well.

17. Clarify in the subheading to risk factor 37 how accounting
practices in your proposed industry "may accentuate fluctuations
in
operating results."

Comparisons to Offerings of Blank Check Companies, page 32
18. Revise the table to discuss more clearly the terms of the
offering for each of the Series A and Series B holders relative to
the terms under a Rule 419 offering.

Management, page 34
19. Please disclose the types of consulting performed by Robert B.
Becker, Inc.
20. Please disclose Mr. Intrator`s affiliation with Golden Books
Family Entertainment.  It appears this entity filed for Chapter
11.
Please advise.

Underwriting, page 45
21. Tell us whether HCFP/Brenner Securities or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares 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, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously described to and cleared by the
Office of Chief Counsel.
22. 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.
23. If the company or the underwriters intend to engage a directed
share program in conjunction with this offering, please describe
to
us the mechanics of how and when these shares were or will be
offered
and sold to investors in the directed share program for this
offering.  For example, tell us how the prospective recipients and
number of reserved shares is determined.  Tell us how and when the
company and underwriter notified or will notify the directed share
investors, including the types of communications used.  Discuss
the
procedures these investors must follow in order to purchase the
offered securities, including how and when any communications are
sent or received or funds are received by the underwriters or you.
How do the procedures for the directed share program differ from
the
procedures for the general offering to the public?  Provide us
with
copies of all written communications with prospective purchasers
about the directed share program.

Financial Statements

General
24. Your attention is directed to section 210.3-12 of Regulation
S-X
and the possible need for updated financial statements and related
disclosures.
25. You are reminded that a currently dated consent of the
independent accountants with typed signature should be included in
any amendment to the registration statement.

Closing Statements

      As appropriate, please amend your registration statement 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.

	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.

	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.

      You may contact Maureen Bauer at (202) 942-1824 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 942-0135 with
any
other questions.

Sincerely,

      John Reynolds, Assistant Director
Office of Emerging Growth Companies

cc:	David Allen Miller, Esq.
	Fax: (212) 818-8881

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