SecProbe.io

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Mail Stop 3561

May 23, 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. 2 to Registration Statement on Form S-1
      Filed May 3, 2005
      File No. 333-123050

Dear Mr. Rekant:

      We have reviewed your amended 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 the company`s disclosure on the prospectus cover page
and
elsewhere concerning the nature of the company`s efforts to date
to
locate potential business combination candidates.  In the context
of
whether the company has had contact with potential acquisition
candidates, please do not limit your responses to the company`s
officers, directors, promoters, or other affiliates.  Disclose
whether an agent or other representative (in addition to any
officer,
director, employee, shareholder, or affiliate of the company) of
the
issuer has taken any measure, direct or indirect, to locate a
target
business.  If unaffiliated sources have approached you with
possible
candidates, then so disclose or advise supplementally.  Please
note
in particular that we are not seeking simply whether a potential
business combination candidate has been "selected," but are
looking
more to the type, nature and results to date of any and all
diligence, discussions, negotiations and/or other similar
activities
undertaken, whether directly by the company or an affiliate
thereof,
or by an unrelated third party, with respect to one or more
specific
business combination transaction involving the company, or merely
general considerations as to the company and a business
combination
transaction.  In providing such disclosure, please make every
effort
to be complete and thorough in your discussion to ensure that all
possible persons or entities, activities, and circumstances for
which
we are seeking disclosure are covered by such disclosure.  Please
note that the inclusion of incomplete, qualified, or limited
disclosure is likely to result in additional comment.  Please see
Instruction 6 to Item 504 of Regulation S-K.
2. Please clarify whether the funds not held in trust could be
used
as a down payment or a lockup in a proposed business combination.
To
the extent they can, explain how ongoing expenses will be
satisfied
and include appropriate line item disclosure in the Use of
Proceeds
section identifying such use.  In addition, to the extent the
funds
not held in trust could be used for such purpose, the summary and
risk factor disclosure should make clear that in the event of a
breach by the company, these funds would be forfeited, the company
would no longer be able to conduct due diligence or other similar
operations without additional financing, and that without
additional
financing, holders of the Series A units could lose their entire
investment from the outset since the company would no longer have
funds with which to conduct its search.
3. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition.  Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition.  Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds through the sale of
securities
or otherwise.
4. Annexed Schedule A does not identify the principals, officers,
directors, affiliates or counsel that have been involved in the
various deals.  Kindly provide this information.

Prospectus Summary, page 1
5. We note your disclosure, both here and elsewhere in the
prospectus, concerning the ability of the company to enter into
multiple combination transactions while still meeting the 80% of
net
assets test.  Please provide additional disclosure to discuss the
special issues and concerns that would arise in attempting to
consummate the acquisition of several operating businesses at the
same time.
6. We note the company`s statement on page 2 that the "liquidity
of
the units and general market conditions" will impact on
HCFP/Brenner`s determination of whether to allow the common stock
and
warrants to begin trading separately prior to the 90th day after
the
date of the prospectus.  Provide disclosure to detail such
"liquidity" and "general market conditions" here and elsewhere in
the
prospectus as appropriate.

Risk Factors, page 9
7. Please add a separate risk factor to address the number of
"blank
check firm commitment" offerings currently in the market place,
disclose the number of such transactions which have found business
combination candidates and have consummated such transactions,
respectively, and the impact competition by such entities could
have
on your ability to locate a target and successfully complete a
business combination.  In addition, please address the aggregate
amount of offering proceeds that currently sit in escrow.

Proposed Business, page 26
8. Provide, here or in an appropriate place, a discussion of the
research and/or diligence undertaken or to be undertaken
concerning
the media and entertainment industry which has resulted in the
company determining to undertake transactions in the industry
including, but not limited to the industry itself as well as the
segments within the industry, the primary factors in the industry
and
segments which make a potential acquisition desirable/undesirable,
the existence, number of and characteristics of the potential
acquisition candidates within each segment, and the likelihood or
probability for success of a proposed business combination
transaction within each industry segment.
9. We note that you have acquired a database of 297 domestic
companies in the DVD and video production industry segment.
Disclose
this fact under "We have not identified a target business."
Advise
from whom you acquired this database and disclose in the
prospectus
whether the database includes all companies operating in this
segment.  To the extent it does not, disclose the criteria by
which
the 297 companies were selected.
10. You state under "Sources of target business" that you do not
presently anticipate engaging the services of professional firms
that
specialize in business combinations on any formal basis.  As you
point out in response 7 dated May 3, 2005, section 3.23 of the
Underwriting agreement sets forth the terms by which you have
engaged
the representative to act as your investment banker in connection
with a business combination.  Please revise the disclosure as
appropriate to reconcile this inconsistent disclosure.

Certain Transactions, page 41
11. The staff notes your response to our prior comment 19.
However,
a statement as to the future actions taken by the company, without
providing any basis for the assertion as to the future action to
be
taken, is illusory and gratuitous.  We note the new disclosure on
page 42 to the effect that the company will require the prior
approval of its independent directors (if any) of such
transactions,
which would provide a basis for the company`s 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 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) 551-3237 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.

Sincerely,

John Reynolds
Assistant Director

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

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