SecProbe.io

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      November 2, 2005

via U.S. Mail
Scott W. Smith
President and Chief Executive Officer
Ensource Energy Income Fund LP
7500 San Felipe, Suite No. 440
Houston, Texas
77063

Re:	Ensource Energy Income Fund LP
      Amendment No. 2 to Registration Statement on
      Form S-4
      File No. 333-126068
      Filed October 17, 2005

Dear Mr. Smith:

      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 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.

General

1. We note your response and the revisions made in response to our
prior comment 4 in our letter dated October 5, 2005.  Supplement
this
disclosure by delineating the impact to your business plan if you
are
capable of only meeting the minimum tender condition (i.e. you
only
receive 2,950,001 depositary units in the exchange offer) and if
the
trustee does not agree to a second-step merger.  Specify the most
material aspects of your business plan that would be impacted by a
failure to effect the second-step merger.  For example, delineate
how
the business plans you have currently would change as a result of
less cash available from the sale of zero coupon bonds attached to
the units that were not exchanged and the problems you can
reasonably
anticipate relating to your inability to completely control the
trust
and its legacy assets.  Also, we note inconsistencies in the
disclosure, for example at pages 3 and 29, regarding your ability
to
implement your business plan if the second-step merger were not to
occur.  Please revise to remove any such inconsistencies.  We may
have further comments.

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

"What is the Partnership`s proposed transaction?", page 1

2. We note the revisions in this section and elsewhere in the
prospectus regarding the receipt of a letter from Eastern American
Energy Corporation in which they assert their interpretation of
how
the second-step merger would impact the current gas purchase
contract
between Eastern American, its marketing affiliate and the trust.
Please supplement the disclosure by indicating the following:
* whether the affiliate you reference is Eastern American
Marketing
Corporation; and
* the percentage of your revenues attributable to the revenues
earned
from the gas purchase contract.

Further, please provide a cross-reference to more detailed
disclosure
commencing on page 132 regarding the gas purchase contract and its
material provisions.  In this regard, we note that investors are
not
capable of reviewing an electronically filed version of the
contract.
Given the materiality of the termination provisions, please ensure
that the disclosure adequately and accurately summarizes the terms
of
the gas purchase contract.

3. Inform us of any material positive and negative impacts upon
your
current business plan, if any, if the merger were to occur at a
subsidiary level as opposed to the originally intended partnership
level merger.  We may have further comments.

Summary of Exchange Offer Process and the Second-Step Merger, page
32

4. Although you have revised the disclosure in the prospectus to
inform holders of withdrawn units of the steps they may take to
reconstitute their units and thereby, become entitled to
participate
in the exchange offer and special distribution, the diagram on
page
32 does not reflect this option.  Please revise the flow chart
accordingly.

Risk Factors, page 44

5. Assuming a subsidiary second-step merger is necessitated by
virtue
of Eastern American Energy Corporation`s interpretation of the gas
purchase contract, inform us of the consideration you have given
to
the potential for Eastern American Energy Corporation and its
marketing affiliate to nonetheless terminate and/or breach the gas
purchase contract.   Advise us of why you believe this option does
not present a material risk.  We may have further comments.

The second-step merger may not be approved...," page 44

6. Please remove the mitigating language in the last sentence of
the
risk factor disclosure.

Unaudited Pro Forma Condensed Combined Financial Statements of the
Partnership, page 70

7. We have read your response to prior comment 13 and have further
considered the propriety of including pro forma combined financial
statements in your absence of having adequate access to the
underlying financial records of Eastern American Natural Gas
Trust.
We have concluded that, due to your inability to obtain sufficient
information to properly determine pro forma adjustments that are
factually supportable, as required by Regulation S-X, Rule 11-
02(b)(6), you should omit the unaudited pro forma condensed
combined
financial statements of the partnership from your filing.
Disclosure
should be made indicating why you are unable to comply with the
requirements of Regulation S-X, Rule 11-02.  Additionally, please
adjust any other disclosures that previously included information
derived from your pro forma financial statements, utilizing in
their
place the historical information you have available, and clearly
disclose why you are using the historical information and your
inability to determine pro forma information.

Our Cash Distribution Policy and Restrictions on Distributions,
page
97

8. We have read the revisions you provided in response to prior
comment 14, and have the following additional suggestions:

* eliminate the duplicate paragraph you have inserted on page 100;
and,

* revise the small Roman numeral references in the first paragraph
on
page 101, to correctly correspond to the sequence of your
itemization
and the items being cross referenced.

Though your revisions eliminate some of the previous
inconsistencies
regarding the definition of "Estimated Adjusted Consolidated
EBITDA,"
it appears that further revisions will be necessary, as follows:

* revise your discussion of "Estimated Adjusted Consolidated
EBITDA"
on page 103, specifically as it relates to including interest
expense, to correspond with how you have defined it on page 104;

* revise disclosures throughout the filing as necessary to use the
entire phrase "Estimated Available Cash for 2006," when referring
to
such amount;

* eliminate the use of "Estimated Available Cash of the
Partnership
for 2006" if this is meant to be the same as "Estimated Available
Cash for 2006"; if not intended to be the same, provide a clear
definition of the former to distinguish it from the latter; and,

* the "Consolidated Adjusted EBITDA for 2006" amount of $14,121 on
page 106 is not mathematically consistent with the other amounts
listed in the table, which sum to $14,120; if changed, please make
other corresponding changes where the incorrect amount is used or
affects other amounts.

Material Federal Income Tax Considerations, page 188

9. Revise to refer to material federal income tax "consequences."

10. To eliminate any potential for ambiguity, plainly state
counsel`s
basic opinion, including that you will be treated as a partnership
for federal income tax purposes.  We note the reference to your
reliance on that opinion at page 192.

11. You indicate at page 203 that counsel is unable to opine on
your
method of making allocations because "use of this method may not
be
permitted under existing Treasury regulations."  In light of
counsel`s non-opinion in these circumstances, explain in necessary
detail how your management became comfortable in deciding to make
allocations in this manner.  Also explain further the nature of
counsel`s uncertainty in that regard.  Make clear whether it
believes
that there is a problem with use of this method.

12. Similarly, revise to explain why counsel indicates at page 204
that it is "unable to opine on the validity of any of these
positions."  We may have additional comments.

Financial Statements, page F-1

13. Tell us the reasons you have retained the unaudited financial
statements of Ensource Energy Income Fund LP, beginning on page F-
37,
covering the period ended June 30, 2005, since you have also filed
the more current audited financial statements for this entity,
through September 30, 2005 and encompassing the inception-to-date
period.

Exhibit 99.1
14. We note your request that the security holder acknowledge that
they have "reviewed" the Prospectus and this Letter of
Transmittal.
See also your request that the security holder acknowledge that
they
have "read" the Instructions.  It is not appropriate to require
security holders to attest to the fact that they have "reviewed"
or
"read" the terms of the offer as such language effectively
operates
as a waiver of liability.  Please delete this language throughout
these materials.

Draft Schedule TO
15. We note your indication on page 92 of the Form S-4 that your
General Partner has received commitments from you and its limited
partners for investments in order to finance the offer.  In light
of
this arrangement, tell us why you have not included your General
Partner as a bidder in connection with the exchange offer.  Please
refer to Section II.D.2 of the Current Issues and Rulemaking
Projects
Outline (Nov. 14, 2000).  Alternatively, please revise to include
the
General Partner as a filing person.

Item 1. Summary Term Sheet, page 3

16. Your reference to Section 412(d) of the Securities Act of 1933
is
unclear.  If you mean to refer to Rule 421(d), please revise to
clarify.

Item 6. Purposes of the Transaction and Plans or Proposals, page 4

17. Please include information responsive to the requirements of
Item
1006 (c)(3) in the Schedule TO by delineating or incorporating by
reference the information contained in the prospectus in the
section
entitled  "Our Cash Distribution Policy and Restrictions on
Distributions."

Item 10. Financial Statements, page 5

18. In light of our comments regarding the appropriateness of the
financial statements included in the prospectus, please make
corresponding changes to the financial information you incorporate
by
reference from the prospectus in the Schedule TO.

Item 12. Exhibits

19. Please revise your descriptions here and in the list of
exhibits
to be more specific in referring to the documents you have
incorporated by reference.  For example, please clarify your
reference to "Prospectus" in exhibit (a)(4) to refer to the date
filed and file number associated with the Form S-4 in which this
prospectus is contained.  Further, in all of the other
descriptions
of exhibits, please refer readers to the Exhibit numbers of the
Form
S-4 so that it is clear where this information can be found.

Closing Comments

      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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	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 written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of an 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 Donald Delaney at (202) 551-3863 or in his
absence, Karl Hiller, Accounting Branch Chief at (202) 551-3686 if
you have comments on the financial statements and related matters.
Please contact Mellissa Campbell Duru, at (202) 551-3757, or me at
(202) 551-3745 with any other questions.

Sincerely,

							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	G. Michael O`Leary, Esq.
	Andrews Kurth LLP
	(713) 220-4285 (fax)

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Mr. Smith
Ensource Energy Income Fund LP
November 2, 2005
page 7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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