SecProbe.io

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<TYPE>LETTER
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      September 7, 2005

via U.S. Mail
Gerald W. Haddock
Office of Chief Executive Officer
Sabine Production Partners LP
512 Main Street, Suite 1200
Fort Worth, Texas 76102

Re:	Sabine Production Partners, LP
      Registration Statement on
      Form S-4
      File No. 333-127203
      Filed August 4, 2005

Dear Mr. Haddock:

      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. Provide updated and current disclosure throughout the
prospectus.
For example, update the status of your listing application with
the
New York Stock Exchange and the terms of the credit facility
agreement you anticipate will be executed.

3. To expedite the review process, we suggest that you include all
omitted exhibits with the next amendment you file.  We will need
time
to review and comment upon omitted exhibits, including the terms
of
the Omnibus Agreement and the opinions of counsel.

4. Similarly, prior to printing any proxy statement /
prospectuses,
we recommend that you provide us with all omitted artwork and
graphics for our review and potential comment.  We note the
reference
on the inside front cover page to such materials.  With regard to
the
textual presentation on the cover page, increase the font size as
necessary to ensure that all text is clearly legible.

5. Insofar as you propose to change from a finite life entity into
an
infinite life entity, please provide all disclosure required by
the
roll-up rules and tell us how you will comply with General
Instruction I to Form S-4.  For example, refer to Securities Act
Release 33-6900.  If you believe the rules are inapplicable to
this
offering, explain your position to us.  We may have additional
comments.

6. Provide the disclosure Item 305 of Regulation S-K requires.

7. Revise to explain in necessary detail both the legal and the
practical significance of receipt of "letters of high confidence"
from potential lenders.

8. You refer to your beliefs regarding "enhanced production" and
anticipated costs being "relatively comparable" to historic
levels.
You also cite in the third bullet point on page 8 the "competitive
advantage" you believe the Partnership will have and the
characteristics of your competitors.  These are merely examples of
disclosure that requires third party support.  For each assertion
of
this nature that you choose to retain in the amended disclosure,
provide us with supplemental third party support or include
additional textual support for the bases in each case.  We may
have
additional comments.

9. Please update your registration statement to include financial
information for the most current fiscal period, as of and for the
three months ended June 30, 2005, to comply with Article 3 of
Regulation S-X.

10. You are responsible for the accuracy and completeness of the
disclosure that appears in your filings with the Commission.  The
reader is entitled to rely on your disclosure.  Eliminate any
disclosure that suggests otherwise, including the suggestion that
the
disclosure might not be accurate (page 1), "information concerning
SRT may contain errors" (page 1) and much of the disclaimer
language
that you include in the "Note on SRT Information," which appears
at
page 1 and elsewhere.  Similarly, rather than repeating that the
information which follows the introductory statements at page 133
is
not "complete," state explicitly that you provide in that section
a
complete discussion of the material differences for purposes of
the
vote and investment decision.

11. We note your indication that your Chairman is a holder of
units
in SRT.  Please advise us whether this solicitation constitutes a
solicitation by an affiliate of an issuer in connection with the
sale
of substantially all the assets of the issuer to its affiliate
such
that this transaction might be considered a "Rule 13e-3
transaction."
We refer you to Rule 13e-3(a)(3)(i)(C) in this regard.

Explanatory Note

12. Advise us as to how the Trustee will select the record date
for
purposes of establishing the meeting.  Further, whom do you expect
will fall into the second category of recipients of the proxy
statement, considering you will be soliciting all holders of
record
for purposes of the initial category of recipients?  Do these
holders
constitute those holders who may end up selling their units after
providing an authorization to call the special meeting but before
the
record date for the meeting is set?  Further, what about unit
holders
who choose not to vote in favor of the authorization to call the
meeting but, in the event the requisite authorization is obtained
and
the meeting is called, would later like an opportunity to vote on
the
proposed transaction?  Please advise.

Front Cover Page

13. Revise to emphasize that none of the "intended" monthly
distributions is assured.  Where you subsequently refer to the
distributions, make clear that the General Partner has
discretionary
authority to determine the "necessary" or "appropriate" amounts of
cash reserves, which will directly impact your ability to make the
distributions.  Also briefly reference the one-time reset option.

Questions and Answers About the Transaction, page 2

14. Eliminate repetitive disclosure, viewing the Summary section
and
this section as one for that purpose.  Disclose prominently the
absence of dissenters` rights; we note the related disclosure at
page
74 in that regard.

"Who is Sabine Production Partners, LP?", page 2

15. Here and in the disclosure on pages 18 and 82, you indicate
that
you will increase unitholder value through, among other things,
"actively" and "effectively" monitoring or managing the legacy
assets
of Sabine Royalty Trust.  To ensure that your disclosure is
balanced,
discuss also the challenges, risks and limitations of your
strategy,
and clarify concisely how you intend to accomplish your stated
goals,
including changes to the historic operating procedures, if any.

"What am I being asked to vote on?", page 4

16. You indicate here and throughout the proxy statement that
those
receiving the solicitation date proxy will not receive a separate
proxy statement if a meeting is called.  We note your indication
on
page 11 that unit holders will receive a Notice of Meeting with
the
precise date, time and place for the meeting.  What other
information, if any, will unit holders receive?  In an appropriate
place in these soliciting materials, please indicate under what
circumstances you will undertake to re-solicit proxies from
security
holders such as, for example, if material changes to the
information
previously submitted arise.  This disclosure is of particular
importance in light of the fact that the proxies being granted to
you
have a duration of up to eleven months.

"How was the purchase price for the assets determined?", page 9

17. We note your disclosure here of the factors that caused you to
determine that the arrangement is "reasonable."  Please revise to
elaborate upon what you mean by this.  Do you mean to refer to the
arrangement as "fair?"  If not, by what reference are readers to
assess what you mean when you indicate that the arrangement is
"reasonable?"  Further, please briefly elaborate upon each of the
bullet points that follow so that the support for your
determination
in this regard is clear.

"Was an independent representative engaged...," page 9

18. We note the decision you made not to obtain a fairness
opinion.
Explain further here and in greater detail later in the document
why
you considered the absence of the protections you reference "not
to
be significant."  In particular, your disclosure should consider
the
potential benefit to unaffiliated unitholders rather than to value
of
the process as a whole, as you appear to have done. We may have
additional comments.

"Does the Partnership have the financial resources to complete the
transaction?", page 10

19. Provide us with an estimate, expressed as a percentage, of the
funds you anticipate will be required to complete the transaction
using funds from SRT`s cash balance as compared to the amount to
be
funded by the proposed credit facility.
"What is the likely date, time and place of the meeting should it
be
called?", page 11

20. You indicate here and elsewhere in the proxy statement, that
you
may not immediately deliver the meeting demand to the Trustee upon
receiving the threshold authorization from the unit holders, but
may
elect instead to wait until you have "received proxy cards from a
greater percentage of unit holders."  Please revise to elaborate
what
"greater percentage" you are referring to and why you believe it
is
necessary to wait until this percentage has been received.

"Does delivery of a proxy card give Sabine Production Partners the
right to vote my units at any subsequently called meeting?", page
11

21. Please revise to clarify this question to refer to the
specific
meeting in which you are soliciting proxies.  We refer you to Rule
14a-4(d)(3), which limits your ability to vote with respect to
more
than one meeting, as this question implies.

"Can the proposed transaction be delayed?", page 12

22. You indicate here and elsewhere in the proxy statement that
you
have limited the proxy to eleven months.  Advise us as to how you
determined this length of time and provide support for the
validity
of a proxy for this length of time under state law.  Further,
elaborate upon when the eleven month period will begin and end.
If
the period of time is tied to the date of the proxy statement,
state
whether you will ensure that all proxies will be valid for a
concurrent period of time, in light of your explanatory note
indicating that two proxy statements will be mailed.

23. As a related matter, we note your indication that you do not
know
how long it may take you to solicit the required vote of SRT unit
holders.  This disclosure would seem to indicate that you intend
to
solicit proxies until you have the vote necessary to pass the
resolutions, notwithstanding the fact that unit holders could vote
in
person at the meeting.  If so, please affirmatively state these
intentions.  Further, explain what parameters the Trustee must
follow
in setting the meeting date so that it is clear how much time may
pass between when you obtain the authorization to call the meeting
and when the meeting might actually be held.

"Can I change my vote?", page 14

24. Revise to indicate that these instructions are with respect to
the proxies granted to you for purposes of the proposed
transaction.
Provide separate instructions as to the revocability of the
authorizations to call the meeting.  Ensure that the time by which
unit holders would need to submit this revocation to you is clear.
Will you advise holders of the fact that you plan to send your
meeting demand to the Trustee?  If not, explain to us how holders
will know when their revocation rights are set to expire.

Reset Option, page 22

25. Disclose that there is no basement on the amount of the reset,
if
accurate.  Explain in necessary detail later in the document how
adjustments would be made "commensurate with reductions" in net
revenues.  See also our related comment regarding the disclosure
at
page 90.

Interests of Certain Persons in the Transaction, page 23

26. Explain in necessary detail later in the document what the
expectations are regarding your power to "request" the named
entities
to provide services at cost, and clarify whether and how they
would
be bound to comply.  Clarify how "cost" is determined for this
purpose.  Also explain the reference to the "existing operations
of
Dr. Carlile."  We may have additional comments.

Limited Call Right, page 24

27. You indicate that your General Partner and its affiliates have
the ability to repurchase your outstanding units under certain
circumstances.  Please advise us what consideration you have given
to
the issuer tender offer rules and their applicability to this call
right.

Risk Factors, page 25

28. You provide 27 pages of risk factors, which appears excessive.
In addition to repetitive and related disclosure, for example the
depletion concerns that appear at pages 37 and 43, you include
extraneous detail.  Revise to eliminate repetitive and overly
detailed disclosure.  Instead state the risk directly and
concisely.

29. Eliminate all language that mitigates the risks you present,
including clauses that begin "while" or "although."  Other
examples
include much of the disclosure under "We may unable to complete
the
transaction" at page 25, the last sentence under "You will
experience
dilution" and the following disclosure at page 41: "To limit these
risks...."  Similarly, rather than referring to "no assurance can
be
given," revise the captions and text as necessary to state the
risk
and potential harm directly.

30. We note the royalty properties held by the trust located in
Louisiana.  If material, and to the extent known, include
appropriate
disclosure to identify risks of adverse impact to your results due
to
damage from Hurricane Katrina.

31. Explain in necessary detail later in the document all
"nonpublic
information" to which you refer at page 25 and elsewhere.

 "We may not have sufficient cash to enable us to pay the minimum
monthly distribution," page 29

32. Although you refer to "free cash flow" as a measure that will
be
indicative of your ability to pay the minimum monthly cash
distribution to your unit holders, it is unclear how you have
defined
this non-GAAP measure.  Please expand your disclosure to comply
with
the requirements of Item 10(e) of Regulation S-K.

"We may have working capital needs...," page 26

33. With a view toward disclosure, advise us whether you intend to
proceed with the transaction should you obtain less than the
entire
$150 million credit facility.  If so, identify the minimum amount
you
would require in order to proceed with the transaction as
proposed.
We may have further comments.

"Upon your receipt of our common units...," page 27

34. The current heading does not adequately convey the risk
discussed
below.  Please revise the heading to more accurately convey the
risk
associated with the change in the rights enjoyed by unitholders of
the trust versus unitholders of the partnership.  Similarly,
revise
other captions to identify the risks, including "We will incur
debt"
at page 28.

Tax Risks, page 48

35. If material, disclose in an appropriate risk factor the
limitations of counsel`s opinion, including those items regarding
which it expressly withheld an opinion or was unable to opine.

Cautionary Statement Regarding Forward-Looking Statements, page 52

36. Eliminate the word "directly" from the last sentence, and make
clear that you also receive no safe harbor protection for any
statements that appear in any of your press releases or other
filings
with the Commission.

Unaudited Pro Forma Condense