SecProbe.io

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MAIL STOP 05-11

April 27, 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.
		Amendment No. 1 to Registration Statement on Form S-1
		File No. 333-123050
      Filed April 7, 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. We note your disclosure on the prospectus cover page and
elsewhere
disclosing the current state of considerations and discussions
concerning a business combination transaction involving the
company.
Please expand such disclosure to address whether or not the
company
has identified or been provided with the identity of, or had any
direct or indirect contact with potential acquisition candidates.
In
addition, if management, the directors, or any affiliate, agent or
other representative of any of the company, the directors, or
management has already taken direct or indirect measures to locate
a
target business, or unaffiliated sources have approached you with
possible candidates, you must disclose this information or advise
us
supplementally.  We may have further comment.
2.  Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the
stockholders purchasing in this offering.  This disclosure should
include, in part, an analysis and comparison of the financial
consequences of the exercise of the conversion right when
exercised
by an existing stockholder as compared to a stockholder who
purchases
in the offering.  In this context we note that the existing
stockholders are allowed to make purchases of shares in both the
offering and in the open market subsequent to the offering.  We
may
have further comment.
3. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid to the existing stockholders and/or officers and directors,
as
well as the representative in this offering.  We may have further
comment.
4. Please name all promoters of the company.  Refer to the
definition
of "promoter" in Rule 405 of Regulation C.
5. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
Supplementally identify for us the names of the companies that
have
registered or are seeking to register blank check offerings
underwritten on a firm commitment basis in which principals,
officers, directors, affiliates or counsel involved in this
offering
have been involved; the Securities Act Form the identified
registrants filed on; if applicable, the date of effectiveness;
and,
the status of the offerings thus far.  In this regard, tell us the
amount escrowed to date and whether the blank checks have engaged
in
the desired business combination outlined in the prospectus.  To
assist the staff in this regard, please present the information in
a
tabular format.  We may have further comment.
6. We note your response to our prior comment No. 3.  However, if
it
is the company`s intent not to go effective on the registration
statement unless or until listing of the units, common stock and
warrants on the OTC Bulletin Board is confirmed, a statement to
that
effect both here and elsewhere in the registration statement as
appropriate should be provided.
7. We note that you have engaged the representative to act as your
investment banker in connection with a business combination.
Please
discuss the material terms of this engagement and file the
agreement
as an exhibit.

Prospectus Cover Page
8. We note the disclosure in the third paragraph that investors
may
purchase any combination of the Series A units and the Series B
units.  Please elaborate, here or elsewhere as appropriate, as to
any
specific benefits or detriments that may result to potential
investors in purchasing various alternative combinations of the
Series A and/or Series B units.
9. Briefly elaborate on the disclosure in the seventh paragraph
concerning the timing and provisions by which the various series
of
common stock and warrants can begin separate trading.

Risk Factors, page 9
10. In the ninth risk factor, as well as other places in the
prospectus, you make reference to the fact that it is the
company`s
expectation that the current management will remain with the
company
after the consummation of the business combination.  Detail how
the
company intends to accomplish this, referencing the necessary
transaction structure, valuation determinations, exchange ratios,
and
other contingencies which must be addressed and structured so as
to
ensure that the company`s management will be able to maintain its
position with the company post-business combination.
11. In the twelfth risk factor, clarify the disclosure to
affirmatively state that existing stockholders are not required to
vote any shares they hold in accordance with the vote of the
majority
of the stockholders purchasing in the public offering and that
such
shares may be voted either for or against the proposed business
combination in the existing holder`s own discretion.  In addition,
clarify, here and elsewhere as appropriate, that the existing
stockholders may vote against the proposed business combination
and
exercise his/her conversion rights in the event that the business
combination transaction is approved by the requisite number of
stockholders.

Proposed Business

The Media and Entertainment industry, page 26
12. In the second paragraph you list a number of segments of such
industries.  As a means of better defining what is meant by your
use
of the term, expand the list of industry segments that constitute
the
industries to include all segments in which the company is
considering a business combination candidate and provide a
description of each such segment.  In addition, to the extent that
the company has prioritized the industry segments with respect to
preference, provide disclosure of such preferences, including a
discussion of the reasons for such preferences from the company`s
standpoint.

Effecting a Business Combination, page 26
13. Elaborate, both here, in the Summary and elsewhere as
appropriate, on your discussion of the desired attributes as to
acquisition candidates to specifically discuss the attributes and
criteria to be focused upon by the company as well as the
rationale
and logic behind the attributes and criteria selected (e.g.,
desired
and/or required ranges of annual revenues, EBITDA, net income,
etc.).
14. In the paragraph under the heading "We have not identified a
target business," and elsewhere in the prospectus as appropriate,
expand your discussion concerning potential business combination
candidates to specify, for each identified segment, the number of
segment participants that qualify as potential combination
candidates
given the company`s established criteria, and, to the extent not
excessive in number, identify such candidates by name and provide
relevant information (both financial and narrative) concerning
such
entities.  We may have further comment.
15. In the paragraph under the heading "Sources of a target
businesses," we note the disclosure that the company will not pay
any
finders or consulting fees to the existing stockholders or
officers
or directors of the company.  Please expand this disclosure, if
accurate, to affirmatively confirm that the existing stockholders
and
officers and directors will receive no finders fees, consulting
fees,
or any similar type fees from any person or entity in connection
with
any business combination involving the company or an affiliate
thereof.
16. In the disclosure under the heading "Probable lack of business
diversification," provide additional disclosure to clarify, in
light
of the company`s requirement that any acquisition must be of a
company with a fair market value equal to at least 80% of the
company`s net assets, how the company would be able to effectuate
a
business combination with more than one target business.

Comparisons to offerings of Blank Check Companies, page 32
17. Clarify here and elsewhere as appropriate, the circumstances
under which assets may still remain in the company after the
distribution to the Class B common stock holders such that a
distribution would be made to the holders of common stock.

Management

Conflicts of Interest, page 37
18. In the fourth full paragraph under the heading "Conflicts of
Interest," clarify who is being referred to as "us" in connection
with the person(s) to be contacted by the company`s officers and
directors to consider conflicts of interest concerning potential
transactions.

Certain Transactions, page 40
19. Provide the basis for the statement that "[A]ll ongoing and
future transactions" between the company and its officers,
directors
or their affiliates will be on terms believed to be no less
favorable
than would be available from unaffiliated third parties.

Description of Securities

Units, page 41
20. Discuss, here or elsewhere in the prospectus as appropriate,
the
material factors that HCFP/Brenner Securities LLC will consider in
determining whether to allow the common stock and warrants to
begin
trading separately prior to the 90th day after the date of the
prospectus.
21. Please note, here or in another appropriate place, whether the
company plans to amend its 8-K filing to provide an audited
balance
sheet to reflect the exercise of the over-allotment option if such
exercise does not take place prior to the filing of the 8-K to
reflect the consummation of the offering.

Warrants, page 42
22. Disclose, here or elsewhere as appropriate, the rationale for
requiring the stock to trade at $7.50 (in the case of the Class W
warrants), or $8.75 (in the case of the Class Z warrants) per
share
or more in order for the redemption rights to apply.

Underwriting

Purchase Option, page 48
23. Disclose here, and elsewhere as appropriate, whether the
redemption of the warrants by the company would include the
warrants
held by HCFP/Brenner Securities as a result of the exercise of
their
option, and if so, discuss the conflicts of interest that result
from
HCFP/Brenner Securities having the right to consent before the
company can exercise its redemption rights.  Alternatively, if
such
warrants are not included, discuss the reasons why such warrants
are
not included.

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 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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