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                                 GRAUBARD MILLER
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, N.Y. 10174-1901
                                 (212) 818-8800
FACSIMILE:                                                         DIRECT DIAL
                                                                      NUMBER
(212) 818-8881                                                    (212) 818-8638

                                                 May 27, 2005

VIA EDGAR AND FEDERAL EXPRESS
-----------------------------

Mr. John Reynolds
Assistant Director
Office of Emerging Growth Companies
Division of Corporation Finance
Mail Stop 3561
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                  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. Reynolds:

         On behalf of Juniper Partners Acquisition Corp. ("Company"), we respond
as follows to the Staff's comment letter received on May 23, 2005 relating to
the above-captioned Registration Statement. Captions and page references herein
correspond to those set forth in Amendment No. 3 to the Registration Statement,
a copy of which has been marked with the changes from Amendment No. 2. Via
Federal Express, we are providing four (4) courtesy hard copies of such marked
Amendment No. 3 to William Bennett. Please note that for the Staff's
convenience, we have repeated each of the Staff's comments in this letter and
then provided the Company's response to each such comment immediately
thereafter. We have also, where appropriate, indicated in the margins of the
courtesy hard copies of the marked Amendment No. 3 where in such amendment our
responses to the Staff's comments are reflected.

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.

         We have expanded the disclosure on the cover page of the prospectus to
make clear that we have neither contacted, nor been contacted by, any target
businesses or their representatives. In addition, we have expanded our
disclosure on the first page of the "Summary" section, as well as in the risk
factor on page 12 entitled "Since we are not limited to any particular
industry..." and under "Proposed Business" in the last paragraph of the
subsection entitled "The media and entertainment industry" on page 28 and in the
subsection entitled "Effecting a business combination -- We have not identified
a target business" on page 29, to include the fact that no person or entity has
taken any measure, direct or indirect, to identify or locate a potential target
business for or on behalf of the Company (other than management's generation of
a preliminary database of domestic companies operating within a particular
segment of the media and entertainment industry from its own informal internet
search, described below in response to comment 9). The foregoing sections now
also make it clear that (a) the Company has not selected any target business for
a business combination; (b) none of the Company's affiliates, agents or
representatives has had, directly or indirectly, any contact or discussions with
representatives of any company regarding any type of potential business
combination with such company nor has the Company or any of its agents or
affiliates been approached, directly or indirectly, by any potential candidates
(or representatives of any potential candidates) with respect to such a
transaction or by any unaffiliated third party with respect to a potential
candidate or a potential transaction with such a candidate; and

(c) the Company has not engaged or retained any agent or other representative to
identify or locate any suitable candidate for a proposed business combination
with the Company.

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.

         We have added disclosure at the end of the risk factor entitled
"Purchasers of Series A units are likely to lose all or substantially all of
their investment if we do not complete a business combination" on page 10 and in
the "Use of Proceeds" section on page 23, to indicate that the funds not held
in trust could be used by the Company to fund a down payment or a "no-shop"
provision in connection with a proposed business combination, although the
Company has no present intention to do so. We have also added disclosure in such
risk factor to indicate that if the Company did provide for a down payment or
no-shop payment from the non-trust fund proceeds and it was subsequently
required to forfeit such payment (whether as a result of its breach or
otherwise), the Company would likely not have sufficient remaining funds to
continue its search for, or conduct due diligence with respect to, another
target business. Because we deem such payments to be miscellaneous expenses in
connection with a business combination and such amounts cannot be determined
until a later date in connection with the negotiation of a specific business
combination, we have included the requested disclosure in the explanatory
paragraphs following the line items rather than as a separate line item itself.
We have also added disclosure to the "Summary" section on page 7 indicating that
if the Company's non-trust related funds prove inadequate to fund its operating
expenses prior to a business combination, it is likely that, without additional
financing, the Company would be unable to consummate a business combination and
the holders of its Series A units would lose their entire investment, as we
believe such general risk language to be more comprehensive and more appropriate
to the summary section than any one example of how such funds might prove
insufficient (i.e., the more narrow discussion of a possible forfeited down
payment).

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.

         We have expanded the disclosure in the "Summary" section on page 2, as
well as in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the second to last paragraph on page 27 and under
"Proposed Business" in the subsections entitled "- Selection of a target
business..." on page 30 and "- Fair market value of target business" on page 31,
to clarify that (a) there is no limitation on the Company's ability to raise
funds through the sale of the Company's securities or through loan arrangements
to effect a business combination with a target business that has a fair market
value significantly in excess of 80% of the Company's net assets at the time of
the acquisition, and (b) the Company has not engaged or retained, had any
discussions with, or entered into any agreements with, any third party regarding
any such potential financing transaction.

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.

         We have revised Schedule A as requested based on publicly available
information as of the date hereof and included it herewith.

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.

         We have added the requested disclosure on page 1 and expanded our
language addressing such concerns in the risk factor entitled "Initially we will
only be able to complete one business combination ..." on page 15. We have also
added language in the "Proposed Business" section under the subsection entitled
" - Lack of business diversification" on page 31 in response to this comment.

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.

         We have revised the disclosure in the "Summary" section on page 3 in
the subsection entitled "The Offering - Securities offered" and in "Description
of Securities" under the subsection entitled "Units" on page 45 to indicate that
HCFP/Brenner Securities' decision regarding whether or not to allow the common
stock and warrants to begin trading separately prior to the 90th day after the
date of the prospectus will be based on its assessment of the relative strengths
of the securities markets and small-cap companies in general and the trading
pattern of, and demand for, the Company's

securities in particular. Supplementally, HCFP/Brenner Securities has informed
the Company that if demand for the Company's units is strong, it will be more
likely to allow the units to split prior to the 90th day and, conversely, if
such demand is weak, then it will be more likely to require the passing of the
full 90-day period.

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.

          We have added a separate risk factor on page 11 of the prospectus
entitled "Because there are numerous companies with a business plan similar to
ours seeking to effectuate a business combination, it may be more difficult for
us to complete a business combination," which sets forth, based on knowledge we
have obtained from publicly available information, the number of blank check
firm commitment offerings currently in the market place, the number of such
entities that have found business combination candidates and the number of such
entities that have consummated such transactions. This risk factor also details
the aggregate amount of offering proceeds that currently appear to be sitting in
escrow with respect to such companies and the impact competition by such
entities could have on the Company's ability to locate a target and complete a
business combination.

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.

         The Company has not undertaken any research and/or diligence concerning
the media and entertainment industry that has resulted in the Company
determining to undertake transactions in such industry. The Company has relied
on management's business experience and expertise both generally, in the media
and entertainment industry, and specifically, in the nonfiction programming and
distribution segments of such industry, in determining to focus on transactions
in such industry and such industry segments. We have revised the disclosure in
the "Proposed Business" section at the end

of the subsection entitled "The media and entertainment industry" on page 28 to
indicate t