SecProbe.io

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<TYPE>LETTER
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      August 19, 2005

via U.S. Mail
Ensource Energy Income Fund LP
Scott W. Smith
Chief Executive Officer
Ensource Energy Income Fund LP
910 Travis St., Suite 1905
Houston, Texas 77002

Re:	Ensource Energy Income Fund LP
      Registration Statement on
      Form S-4
      File No. 333-126068
      Filed June 23, 2005

Dear Mr. Smith:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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-4

General

1. Where comments on a section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.

2. We note that the Trust must liquidate as of May 15, 2013
whereas
the Partnership has no designated termination date.  Provide the
disclosure required by the roll-up rules.  See Securities Act
Release
33-6900.

3. Provide updated and current disclosure throughout the
prospectus.
For example, update the status of your application with the New
York
Stock Exchange and the status of the completion of the private
placement you indicate will be conducted by Ensource Energy
Partners,
LP in order to provide you with the capital contribution that is a
condition of the exchange offer.

4. Please be advised that we will need time to review all omitted
exhibits, including the management agreements referenced as
exhibits
10.1 and 10.2 and the opinions of counsel.  We may have further
comments.

5. Minimize the usage of defined terms. Further, when using
defined
terms, ensure that you define such terms when first used.  For
example, the term Distribution Threshold amount is used throughout
the Question and Answer and Summary sections but is not defined
until
page 77.  Please revise the disclosure accordingly.

6. Pursuant to the requirements of Item 14 of Form S-4, please
provide information with respect to the registrant as required by
Items 301, 303 and 305 of Regulation S-K.

7. Please confirm that the offer will be open for at least 20 full
business days to ensure compliance with Rule 14e-1 (a).  Further,
please confirm that the expiration date will be included in the
final
prospectus disseminated to security holders and filed pursuant to
the
applicable provisions of Rule 424.

8. We note that all gas currently produced by the Trust is
purchased
by Eastern Marketing Corporation.  In the appropriate location(s),
address how the exchange offer and second-step merger affects that
agreement and any other agreements with Eastern America.

Cover Page

9. Limit the outside cover page to one page.  See Item 501(b)(1)
of
Regulation S-K.

Where You Can Find More Information, page iv

10. Please revise the disclosure to reflect the new address of the
Securities and Exchange Commission at 100 F Street NE. Washington,
DC
20549.

Cautionary Note Regarding Forward Looking Statements, page iv

11. Delete the phrase "within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act" or revise the
disclosure to make clear that the safe harbor protections do not
apply to statements made in connection with the tender offer.   We
remind you that statements made in connection with tender offers
are
specifically excluded from the safe harbor protections of the
Private
Securities Litigation Reform Act of 1995.  See Section
21E(b)(2)(C)
of the Exchange Act and Regulation M-A telephone interpretation
M.2
of the July 2001 Supplement to the Division of Corporation
Finance`s
Manual of Publicly Available Telephone Interpretations.

Note on NGT Information, page iv

12. Please highlight and move to the beginning of this section,
the
third sentence of this section to emphasize the fact that NGT and
its
trustee have not cooperated or recommended any action with respect
to
your engagement and unitholders` participation in the exchange
offer/tender offer.

Questions and Answers About the Exchange Offer and Second-Step
Merger, page 1

13. Please eliminate duplicative disclosure regarding the offer
that
appears in the Questions and Answers section and Summary section.
For example, repetitive disclosure appears regarding the
conditions
of the exchange offer, the procedures related to tendering and
withdrawing depositary units and the consideration being offered
to
deposit trust unitholders in the offer.

14. Revise this section and the Summary to provide a more balanced
discussion.   We note for example, that you do not clearly
disclose
the fact that the trustee`s consent is a pre-condition to
effecting
the second-step merger and implementing the proposed business plan
set forth in the prospectus. Also, while referencing the business
model and acquisition model you plan on implementing, you fail to
disclose that deposit trust unitholders have no basis upon which
to
evaluate your choice of acquisitions or business model because the
operating company has not yet made and has not yet identified and
developed any other property acquisitions.  Finally, address some
of
the risk associated with the exchange and your business plan -
i.e.
uncertainty regarding the interests you may acquire, the risks
associated with hedging, etc.

15. Please update us as to the status of any further negotiations
you
have had with the trustee. Additionally, inform us of whether or
not
the trustee will likely withhold its consent to the second-step
merger in the event the exchange offer is successful.  Elaborate
upon
the circumstances in which the Trustee`s consent can or will be
granted.  Explain what fiduciary duties the Trustee is bound to
follow and whether there is any applicable contractual agreement
or
state law that defines these duties.

"What is the Partnership`s...," page 1

16. Revise the disclosure so that you include either in this
section
or the Summary, further clarity, as partially done on page 28,
regarding how withdrawn units became withdrawn.  Provide further
information regarding the rights such unitholders have relative to
deposit trust unithholders, the "certain circumstances" that
impact
the transferability of such withdrawn units and whether such units
can become "re-deposited" such that they would be available for
tender.  In light of the fact that you are not making the offer to
holders of withdrawn trust units, tell us what consideration was
given to the applicability of the Rule 14d-10 to your offer.

What will I Receive in Exchange...," page 2

17. In addition to the example you provide, indicate the amount of
the special cash distribution each holder would receive per unit
if
the minimum tender condition were satisfied and if all units were
tendered so that holders are provided with a range of the amount
that
would be distributed to them upon consummation of the offer.

"Why is the Partnership Proposing...," page 3

18. In light of the fact that there is no guarantee of your
ability
to provide and pay for the cash distribution you cite and it is
not
required disclosure under Item 501 of Regulation S-K, eliminate
the
reference to the $0.50 proposed distribution that appears in the
response.  Also, balance the disclosure in the response by
addressing
why unitholders of a publicly traded company should exchange their
units for the units of your company and the risks associated with
your lack of an operational history.

19. In the seventh bullet, you discuss UBTI.  You also raise this
point in other parts of the prospectus.  Here, or elsewhere,
address
the Trust`s exposure and history regarding UBTI.

Who is Ensource Energy Income Fund?, page 4

20. Rather than state that you are "newly-created," indicate the
date
you were formed.

21. Regarding transactions between the Board and the General
Partner,
indicate, if true, that there are no procedures in place for
addressing possible conflicts of interest which may arise.

"Who is Ensource Reserves ?", page 5

22. Revise to clarify that the company`s financial success is
completely reliant on the success of the operating company, and
the
general partner`s management thereof.

"Was an Independent Representative...," page 9

23. In light of the decision made to not receive a fairness
opinion
with respect to the exchange offer consideration being offered,
please revise to provide throughout the prospectus, further
background as to the basis for the consideration amount offered in
the offer.

"What is the Market Value...," page 12

24. Indicate in the response that there is no current market for
the
common units of the partnership that would be offered to deposit
unit
holders in the exchange.

Summary, page 14
Reasons for the Offer, page 15

25. The summary should summarize and not repeat in its entirety,
disclosure found in the Background and Reasons for the Exchange
Offer
section of the prospectus.  In this regard, we note that the
disclosure under this heading is substantially identical to
disclosure appearing on page 59.  Please revise the summary
discussion accordingly.

26. Please move the organizational chart that appears on page 23,
closer to the commencement of the Summary section.  Consider
revising
this chart to reflect the ownership interest that the Former Trust
Unitholders will have in the Partnership as compared to the
General
Partner.  Further disclose the members of Ensource.

27. Tell us what you mean by the "business mode of the publicly
traded Canadian energy income funds" and provide objective support
for your statement that they "have been quite successful."  In the
alternate, remove those statements.

Exchange of Depositary Units; Delivery of Partnership Common Units
and Cash, page 16

28. You indicate here that the Partnership will "accept all
depositary units validly tendered and not properly withdrawn as
promptly as practicable after the expiration date..."  Please
revise
to state that you will pay the exchange consideration "promptly,"
not
"as promptly as practicable," following the expiration of the
offer,
and not after acceptance of the depositary units for exchange.
Refer
to Rule 14e-1(c).  See also your disclosure on page 64 where you
refer to the exchange and return of units "as soon as practicable"
instead of "promptly."

Second-Step Merger, page 19

29. Please revise the disclosure to include a discussion that
expands
upon the risk of the trustee withholding its consent to the merger
and the implications to your business plan and unitholders should
this occur.

Risk Factors, page 33

30. A significant portion of the risk factor discussion contains
generic risks, applicable to any company in the industry.   To
provide more meaningful disclosure, please revise to tailor the
risk
factor discussion to discuss only those risks that impact you and
disclose the unique aspects of your business and business plans
that
would be affected by such risks.  For example but not limited to,
the
risk factor discussion under the heading "Substantial acquisitions
or
other transactions...," on page 39 does not address the unique
risk
you may face, as a newly formed company, in obtaining equity or
debt
financing.  To the extent applicable, review the risk factors and
revise them to include a more tailored discussion.  We may have
further comments.

31. Avoid repetitive disclosure in the risk factor discussion. We
note, for example, the risk regarding industry competition is
repeated in varying forms, on pages 37 and 45.

32. Please revise your risk factor headings throughout this
section
to succinctly capture the principal risk described in the risk
factor
disclosure under the heading. We note for example, lengthy
headings
for the risks, on page 34, "Our future distributions...,"and
"Pending
our review...," and on page 37, "The Operating Company..."  Please
revise accordingly.

"Our future distributions...," page 34

33. Please clarify the risk being disclosed.  It would appear that
the risk is the company`s reliance on the operating company,
through
the management of the general partner, to successfully acquire and
develop properties to be burdened by the net profits interests you
will acquire.   If so, note our comment above regarding
elimination
of repetitive disclosure as this risk appears to substantially
reflect the risk disclosed under the heading "Our acquisition
activities may not be successful..." on page 35.  Please revise or
advise.

"We may not have sufficient...," page 35

34. Please revise to shorten the risk factor.  Delineate the
circumstances that could lead to distributions not occurring.
Provide cross-references to definitions that appear elsewhere in
the
prospectus.

"If the General Partner...," page 46

35. Please reconcile for us the disclosure under this heading and
the
disclosure regarding management`s lack of experience found on page
53.

36. Revise the heading of the risk factor to specify that you have
no
employees and indicate the total number of employees you currently
have.  As disclosed on page 86, expand the risk factor discussion
to
indicate that Ensource Energy Company LLC has not yet hired any
additional employees or contracted oil and gas professionals and
the
impact the failure to identify and retain such individuals will
have
on your operations and business.

"Our General Partner may have...," page 53

37. Revise the risk factor to indicate that there "is" rather than
"may be" a conflict of interest due to the fact that your general
partner and its general partner are managed and controlled by the
same persons.

"The Operating Company will pay...," page 55

38. Eliminate the disclosure regarding the management fee scale
and
second paragraph of the disclosure under this heading so that
proper
emphasis is placed on the risk to unitholders and the company
caused
by the incentive distribution system as delineated in the last
paragraph of the disclosure under this heading.

"Ensource may be removed...", page 56

39. Inform us of the identity of the limited partners of your
general
partner.

The Offer, page 61

Extension, Termination and Amendment, page 62

40. See the third full paragraph of this discussion.  You refer to
your ability to terminate the offer under circumstances that will
arise after the expiration of the offer.  We take the position
that
all conditions to the offer must be satisfied or waived prior to
the
expiration of the offer.  Please revise.  Further, consider moving
this disclosure, to the extent you retain it, to the discussion
that
appears on page 67 under "Conditions of the Offer."

41. Confirm that you will disclose sufficiently in advance of the
expiration of the offer, whether you will have a subsequent
offering
period.  Further, please supplement the disclosure to indicate
that
no withdrawal rights would be available to persons who tender
during
the subsequent offer period.

Exchange of Depositary Units; Delivery of Our Common Units and
Cash,
page 63
42. Revise the language reserving the right to delay exchange of
units "in order to comply with any applicable law."  Payment may
be
delayed in anticipation of governmental regulatory approvals, not
to
effect general legal compliance.

Conditions of the Offer, page 64

43. We note that you may determine in your "