SecProbe.io

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Mail Stop 4-5
June 9, 2005

via U.S. mail

Mr. Edward J. Faneuil
Senior Vice President, General Counsel, and Secretary

Global Partners LP
P.O. Box 9161
800 South St.
Waltham, Massachusetts 02454-9161

      Re:	Global Partners LP
      	Registration Statement on Form S-1
      Filed May 10, 2005
      File No. 333-124755

Dear Mr. Janusek:

      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.

Form S-1

General

1. Many of our comments apply to disclosure that appears in more
than
one place.  To eliminate the need for us to issue repetitive
comments,
please make corresponding changes to all affected disclosure,
wherever
it appears in your document.

2. We will need time to review all new disclosure, including any
additional proposed artwork or graphics and the intended price
range,
prior to completing our examination.  Similarly, we will need time
to
review all omitted exhibits, including the opinion of counsel.
You
can expedite the review process by providing all this information
and
all these documents promptly.  We may have additional comments.

3. We note the inclusion of a glossary.  While this is helpful,
key
terms such as "subordination period" and "subordinated units,"
among
others, should be defined the first time they are used rather than
requiring the reader to go back and forth within the prospectus.
Revise your filing accordingly.

4. We remind you that as stated in Securities Act Release No.
5180, a
registrant is "in registration" at least from the time an issuer
reaches an undertaking with a broker-dealer to the period of 25-40
days during which dealers must deliver a prospectus.  Interviews
conducted by your principals during this period may raise Section
5
concerns since they may be selling material.  Any selling material
outside the statutory prospectus violates the Securities Act
unless a
final prospectus is delivered prior to or simultaneously with that
additional selling material.  Please acknowledge the staff`s
position
in your response.

5. Please eliminate all unnecessary redundancy throughout your
prospectus.  For example, you repeat much of your discussion of
competitive strengths, business strategy, and risks in the Summary
and
Risk Factors and again in MD&A.

Prospectus Cover Page

6. As there is no assurance that you will in fact pay the minimum
quarterly distribution you cite, and it is not required
information
under Item 501 of Regulation S-K, remove those numbers from the
cover
page.

7. Provide updated and current disclosure throughout the
prospectus.
For example, update the status of your application with the New
York
Stock Exchange.

Prospectus Summary, page 1

8. We note your various claims of leadership, here and elsewhere
in
the prospectus.  Provide with us objective support for those
statements and claims.  If you cannot provide such support, delete
that language.

The Transactions, page 4

9. Provide cross-references to the more detail discussion we ask
for
under "Certain Relationships and Releated Transactions."

Risk Factors, page 14

10. In a number of places in the risk factor section you use
phrases
such as "materially adversely affected" or "negative impact."
Please
revise to add disclosure describing and expressing the specific
and
immediate effects to the investors.  Also, rather than indicating
that
you give "no assurance of" or "cannot predict" a particular
outcome,
revise to state the risk plainly and directly.

We depend on key personnel...., page 20

11. If any of your "key personnel" are not under contract, revise
to
disclose this.  Also, please indicate whether you carry key man
insurance.

Our debt levels may limit our flexibility...., page 24

12. Please advise us as to your consideration of including a risk
factor explaining that a majority of the proceeds from this
offering
will be used to repay debt and therefore you do not expect to have
proceeds to expand or invest in your business.

Use of Proceeds, page 32

13. Revise this section to provide, in tabular and quantified
form,
the sources and uses of the funds being raised in this offering
and
the borrowings under the current revolving credit facility and the
new
four-year senior secured credit agreement.

14. Indicate how you will utilize any funds remaining after you
pay
your indebtedness and the fees associated with this offering,
where
will you allocate the additional proceeds.

Cash Distribution Policy, page 35

15. Given that you are a new registrant and this offering conveys
to
potential investors that your initial quarterly distribution will
be
$0.4125 per unit - an amount which appears to represent
substantially
all your available cash - we believe that you should provide a
more
detailed discussion about the policy and provide support for the
stated distribution amount.  Please accordingly revise this
section,
the Cash Available for Distribution section, and Appendix D.  The
revisions should clearly and fully convey:

* the background and effect of the cash distribution policy,
including
the initial distribution rate;
* your estimated cash available to pay distributions over the next
four quarters;
* whether historically you had sufficient available cash to pay
the
stated distribution amount; and
* any assumptions and considerations related to the preceding
disclosure.

General Partner Interest and Incentive Distribution Rights, page
35

16. Clarify which "distributions" you are referring to in the
first
sentence.  Are they all distributions, including the quarterly
distributions since inception or distributions made just prior to,
or
at the time of, liquidation?

17. Provide a cross-reference to more detailed discussion of the
incentive distribution rights.

Subordination Period, page 37

18. This discussion is not clear to someone who is not already
familiar with the filing.  Revise it to make clear who holds the
subordinated units, why their units are deemed to "subordinated"
and
the practical effect of the subordination period.

Management`s Discussion and Analysis..., page 49

Overview, page 49

Products and Operational Structure, page 49

19. We note your disclosure stating that your business is divided
into
the two categories of wholesale and commercial, and see that you
have
included separate financial information for these categories in
the
table on page 53.  Tell us how you determined that similar
disclosures
were not required in your financial statements to comply with the
guidance in SFAS 131.

Results of Operations, page 51

20. When you attribute changes in significant items to more than
one
factor or element, breakdown and quantify the impact of each
factor or
element. For example, if known or practicable, please breakdown
and
quantify the increase in refined petroleum product prices which
helped
drive your sales increase in 2004. Please refer to FRC Section
501.04
for further guidance.

Competition, page 80

21. We note your statement that you face less competition in the
residual oil markets because of the strategic locations of your
storage facilities and bunkering assets.  Please explain how your
locations provide you with a competitive advantage.

Certain Relationships and Related Transactions, page 91

22. We note that you will enter into an Omnibus Agreement with
certain
members of the Slifka family and their affiliates who will agree
not
to compete with you under certain circumstances.  If known or
practicable, please disclose those circumstances under which the
Slifka family and their affiliates may compete with you.

23. Provide a detailed discussion of the transactions cited under
"The
Transactions" on page 4.  Explain why you entered into each of the
transactions and how you arrived at the terms for each piece.
We
note that they were not the result of arm`s length negotiations.

24. Disclose whether the transactions you list were on terms at
least
as favorable to you as could have been obtained from unaffiliated
third parties as a result of arm`s length negotiations.

Underwriting, page 134

25. We note that your underwriters will engage in an electronic
offer,
sale or distribution of the shares.  Please describe their
procedures
to us.  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.  Consult Release Nos. 33-7233 and 33-
7289
for guidance.

Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the
Securities Act.  In particular, address:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of  indications of interest or conditional offers;
* how offers and final confirmations will be made; and
* the funding of an account and payment of the purchase price.

We may comment further.

26. You indicate that a prospectus in electronic format may be
made
available on the websites maintained by one or more of the
underwriters.  Identify the underwriters and the websites.  If
agreements exist outlining these arrangements, provide us a copy
of
such agreements and describe their material terms.  Provide us
with
copies of all information concerning your company or prospectus
that
has appeared or will appear on their websites.  If you
subsequently
enter into any arrangements with a third party to host or access
your
preliminary prospectus on the Internet, promptly supplement your
response.  We may comment further.

27. Please provide the following information with respect to your
directed unit program:

(a) Tell us the approximate percentage of common stock and dollar
value you plan to offer in this program.

(b) Clarify the types and number of parties that will be able to
participate in the program, including identifying whether any of
these
parties are venture capital firms.

(c) Provide a more detailed description of the Directed Unit
Program
and the mechanics of the offering.

(d) Specify the party or parties that will administer the program.

(e) Ensure that your beneficial ownership disclosure includes any
shares of common stock that may be acquired within 60 days.

(f) Discuss whether the program requires any related party
transaction
disclosure under Item 404 of Regulation S-K.

(g) Detail the timing and nature of any communications with
directed
share participants that have occurred or that you plan to make.

(h) Provide us with all materials sent and that you plan to send
to
potential direct unit participants.

(i) Describe in adequate detail any account funding requirements.

We may issue additional comments.

Forward-Looking Statements, page 140

28. Eliminate the suggestion that "will" identifies forward-
looking
statements.

Global Partners LP Unaudited Pro Forma Combined Financial
Statements,
page F-2

29. We note that you have prepared pro forma financial information
as
of and for the year ended December 31, 2004.  However, since you
are
planning to record your reorganization of entities under common
control on an historical cost basis, it would be appropriate to
include pro forma information for all three years.

Global Companies LLC and Affiliates (Predecessor), page F-7

Combined Statements of Income, page F-8

30. It appears you have excluded depreciation and amortization
from
your cost of sales and gross profit measures.  Although the
separate
presentation of multiple components of costs of sales is
permissible
under the guidance in SAB Topic 11:B, with appropriate disclosure,
this accommodation does not extend to measures of gross profit.

Note 2 - Summary of Significant Accounting Policies, page F-13

Inventories, page F-13

We understand that you engage in inventory exchange agreements
with
unrelated third-party suppliers, under which you and they draw
inventory from each other, and replace it at a later date.
Although
you state that these transactions are valued using current quoted
market prices, there is no indication of how you are accounting
for
the differences between the fair values ascribed to these
transactions, and the cost basis of inventory exchanged.  Please
expand your revenue recognition policy disclosure to address the
accounting for your exchange transactions.  Please also refer to
the
section of our February 11, 2005 industry letter relating to
Buy/Sell
Arrangements, located on our website at
http://www.sec.gov/divisions/corpfin/guidance/oilgas021105.htm,
and
provide any additional disclosure necessary, under the
circumstances.
Part II

Exhibits

31. Please note that all exhibits are subject to our review.
Accordingly, with your next amendment, please file all omitted
exhibits.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with a
marked
copy 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 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 filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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 staff comments and the declaration of
effectiveness as a 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 writt