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Calumet Specialty Products Partners, L.P.

2780 Waterfront Pkwy E. Drive, Suite 200

Indianapolis, Indiana 46214

December 20, 2005

Via EDGAR and Overnight Mail

H. Roger Schwall

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance, Mail Stop 7010

100 F St. NE

Washington, DC 20549

    Re:

    Calumet Specialty Products Partners, L.P.

Amendment No. 1 to Registration Statement on Form S-1

Filed November 16, 2005

File No. 333-128880

Dear Mr. Schwall:

     On December 13, 2005, Calumet Specialty Products Partners, L.P. (the “Partnership”)
received the comments of the staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) to the above-referenced filing
(the “Registration Statement”).

     The following responses are for the Staff’s review. For your convenience, we have repeated
each comment of the Staff exactly as provided in the Staff’s comment letter. Where applicable, our
responses indicate the additions, deletions or revisions we included in Amendment No. 2 to the
Registration Statement (“Amendment No. 2”) and the preliminary prospectus forming a part
thereof (the “prospectus”).

H. Roger Schwall

Securities and Exchange Commission

December 20, 2005

Form S-1

Prospectus Cover Page

    1.

    We reissue prior comment 10 and ask that you remove the amount of the minimum quarterly
distribution.

    Response: The Partnership has revised the cover page of the prospectus in response
to the Staff’s comment to delete the amount of the minimum quarterly distribution.

Risk Factors, page 14

    2.

    Eliminate language that tends to mitigate the risk you discuss. Examples include clauses
that begin “although” or “while,” such as the third sentence in the first paragraph under “Our
hedging activities...,” the third sentence in the first paragraph under “Our business subjects
us to inherent risk...” and the sixth sentence in the last paragraph under “Our refineries
face operating hazards...” Instead, focus on the underlying risk and the harm that could
result. You may provide other details later in your document.

    Response: The Partnership has revised its disclosure in response to the Staff’s
comments as requested to eliminate language that tends to mitigate the risks the Partnership
discusses. Please see the Partnership’s revisions to pages 16, 19 and 21 of the prospectus.

Our Cash Distribution Policy and Restrictions on Distributions, page 36

Unaudited Pro Forma Cash Available for Distribution, page 41

    3.

    We note that you have added the term “Available Liquidity” to the table on page 41 and in
other parts of the filing. Define that term, explain why you include and clarify how it
differs from similar sounding terms such as “Pro forma cash available for distribution” and
“Estimated cash available for distribution.” We note that term does not appear in the
partnership agreement or glossary.

    Response: The Partnership has revised its disclosure in response to the Staff’s
comments to include a definition of “Available Liquidity,” and its relevance to the
Partnership’s ability to make distributions to unitholders, in a
new footnote (o) on page 43
of the prospectus. The Partnership has clarified its reasons for including such term and
the fact that it differs from similar sounding terms used elsewhere in the prospectus.

H. Roger Schwall

Securities and Exchange Commission

December 20, 2005

    4.

    Similarly, you have added a line item on page 41 for “Consolidated leverage ratio.” Footnote
(n) neither defines this term nor explains its relevance. It is not defined in the glossary
either. Please revise or advise.

    Response: The Partnership has revised its disclosure in response to the Staff’s
comments to include a definition of “Consolidated Leverage Ratio,” and its relevance to the
Partnership’s ability to make distributions to unitholders, in footnote (n) on page 42 of
the prospectus. The Partnership has additionally revised its prior disclosure regarding its
anticipated credit facilities to include the actual terms of those facilities as they were
entered into on December 9, 2005.

    5.

    Expand footnotes (d) and (e) on page 42 to provide a reasonably detailed discussion of your
use of derivative instruments or provide a cross-reference to such discussion in the
prospectus.

    Response: The Partnership has revised its disclosure in response to the Staff’s
comment to include cross references in each of footnotes (d) and (e) to the Partnership’s
discussion of its use of derivative instruments described in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations — Derivatives” and “— Quantitative
and Qualitative Disclosures about Market Risk — Commodity Price Risk”. Please see the
Partnership’s revisions on page 42 of the prospectus.

Underwriting, page 149

    6.

    We note your response to prior comment 43 and the language that the representatives propose
to include. If accurate, generic references to members of the staff in the Division as a
whole may be appropriate, but it appears incorrect to suggest that particular matters were
reviewed by or with the Commission. Please revise or advise.

    Response: The representatives of the underwriters have indicated to the Partnership
that they will revise the language to be included in the communication to potential
syndicate members to read as follows:

    “Online distribution of common units of the Partnership may only be made pursuant to procedures
for such distributions previously reviewed by the Staff of the Division of Corporation
Finance of the Securities and Exchange Commission. By accepting an allocation from us, you
will be deemed to be representing to us that either (1) you are not making an online
distribution or (2) you are following procedures for online distribution previously reviewed
by the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission.”

H. Roger Schwall

Securities and Exchange Commission

December 20, 2005

    7.

    We note your response to prior comment 44. Please acknowledge the effective date of the
Securities Offering Reform and its new treatment of electronic road shows. See Release Nos.
33-8591, 34-52056 and Securities Act Rule 433 for further guidance.

    Response: The Partnership acknowledges the December 1, 2005 effective date of the
Securities Offering Reform and its new treatment of electronic road shows.

Unaudited Pro Forma Consolidated Statements of Operations, page F-4

    8.

    We have reviewed your response to comment 48 in our letter dated November 4, 2005. With
regard to your response:

    (a)

    Please tell us whether the EPS allocations in your pro forma statements of
operations are consistent with the allocations of income and loss required by your
partnership agreement. We refer to you “Allocation of Income, Gain, Loss and
Deduction,” which appears on the top of page 139 of your amended Form S-1. In
particular, tell us how the allocation of pro forma net loss per unit for the nine
months ended September 30, 2005, complies with that paragraph.

Response: The Partnership’s amended and restated agreement of limited partnership
provides for the Partnership’s common units to receive minimum quarterly distributions on a
cumulative basis. Therefore, for purposes of computing pro forma earnings per unit, the
Partnership has treated its common units in a manner similar to cumulative preferred stock.
Therefore, for the periods presented, net income available to common units was computed by
taking the minimum quarterly distribution for the relevant period. Thus, the Partnership
believes its computation of earnings per unit is consistent with its amended and restated
agreement of limited partnership.

    (b)

    Please expand Note 3 to the pro forma financial statements to more fully
describe the allocations of earnings between common and subordinated units and how
those allocations relate to the terms of the partnership agreement. Additionally, you
state, “...we assumed that the minimum quarterly distribution was made to all
unitholders for each quarter during the periods presented...” It appears to us that
you assumed that the minimum quarterly distribution was made to all common unitholders,
but not to subordinated unitholders.

Response: The Partnership assumed that the minimum quarterly distribution was made
to all common unitholders. Accordingly, the Partnership has revised Note 3 to read as
follows, “...we assumed that the minimum quarterly distribution was made to all common
unitholders for each quarter during the periods presented...”

Supplemental
Response to Comment 45 of letter from the Staff dated
November 4, 2005

Response: With respect to the Staff’s comment 45 contained in its previous comment
letter dated November 4, 2005, the Partnership provides the following supplemental
information regarding its directed unit program:

At the Partnership’s request, the underwriters are reserving up to 645,000 common units,
representing up to 10% of the common units to be sold in the offering (excluding the
underwriters’ over-allotment option to purchase additional common units), for sale at the
initial public offering price to directors, officers and employees of the Partnership and
its general partner and their affiliates and certain family members through the
Partnership’s directed unit program. None of the participants will be venture capital
firms. The number of common units available for sale to the general public in the
underwritten public offering will be reduced to the extent eligible participants purchase
any of these 645,000 reserved common units. Any common units not so purchased will be
offered by the underwriters to the general public on the same basis as other common units
offered hereby. The purchasers in the directed unit program will be subject to
substantially the same 180-day lock-up agreements as the officers and directors of the
Partnership’s general partner.

At an assumed public offering price of $22.00, the Partnership would receive approximately
$14,190,000 in gross proceeds from the sale of the 645,000 common units reserved for the
directed unit program.

Raymond James & Associates, Inc. (“Raymond James”) will administer the directed unit
program.

Names of prospective participants in the directed unit program would be submitted by the
Partnership to Raymond James prior to the pricing of the offering. No directed unit program
materials will be sent to any prospective participants until a preliminary prospectus is
available. Raymond James will send the directed unit program materials to potential
participants when a preliminary prospectus is available. The materials include general
information, a copy of the preliminary prospectus and a client questionnaire that will allow
Raymond James to determine which potential participants may be precluded by NASD rules from
receiving common units in the directed unit program. Potential participants may send a
nonbinding indication of interest to Raymond James.

After the registration statement has been declared effective and the offering has been
priced, Raymond James will inform the participants who have indicated interest if any common
units have actually been allocated to such participant by the Partnership. The exact number
of reserved common units available to each prospective purchaser would generally be
determined prior to, but not later than, the time of pricing and would be a function of the
number of prospective purchasers who have indicated an interest, the
number of common units indicated by the participants, the number of prospective purchasers who have
properly completed client questionnaires and account opening documents meeting applicable
regulatory requirements and the ultimate size of the offering, which is determined at the
time of pricing. Those participants must then confirm with Raymond James their intention to
purchase the common units before the common units begin trading in the market after the
pricing of the offering. Participants would only become committed to purchase after the
offering is priced and a representative of Raymond James offers the common units at a
specific price and the purchaser confirms and accepts the offer. A minimum purchase of 100
common units is required. Raymond James will send a copy of the final prospectus and
written confirmation to purchasers in the directed unit program. Payment by the purchasers
in the directed unit program for the common units will be due within three business days of
the offering’s pricing date. The directed unit program does not involve any account funding
requirements.

The Partnership is providing you with a courtesy copy of the directed unit program
materials, which are attached to this letter as Exhibit A.

The
directed unit program does not require any related party transaction
disclosure at this time under
Item 404 of Regulation S-K.

H. Roger Schwall

Securities and Exchange Commission

December 20, 2005

     Should the Staff have any questions or comments, please contact the undersigned at (317)
328-5660 or David P. Oelman at (713) 758-3708.

    Very truly yours,

Calumet Specialty Products Partners, L.P.

    By

/s/ R. Patrick Murray, II

    R. Patrick Murray, II

    Chief Financial Officer

    cc:

    Sandra Eisen (Commission)

Kimberly Calder (Commission)

Jason Wynn (Commission)

EXHIBIT
A

Calumet Specialty Products Partners, L.P.

Dear Colleague:

          Calumet Specialty Products Partners, L.P. (the “Partnership”) has recently filed a
registration statement with the Securities and Exchange Commission to offer its common units
representing limited partner interests to the public. In connection with this offering, we have set
aside a certain number of common units for purchase by directors, officers and employees of the
Partnership and its general partner and their affiliates and certain family members through a
“Directed Unit Program” administered by Raymond James & Associates (“Raymond James”). The complete
details of the offering are contained in the preliminary prospectus dated January ___, 2006, which
was filed with the Securities and Exchange Commission.

          The enclosed package includes a copy of the preliminary prospectus as well as a Directed Unit
Program packet. If you wish to participate in this program, you must sign, date, and return several
forms included in the packet to Raymond James by the specified date.

          Please note that the purchase of common units involves risks which are described under the
caption “Risk Factors” in the preliminary prospectus. Please read the preliminary prospectus
carefully and discuss it with your financial advisor, if appropriate, prior to making your
investment decision.

Very truly yours,

F. William Grube

President, CEO, and Director

A registration statement relating to these securities has been filed with the United States
Securities and Exchange Commission but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration statement becomes
effective. This communication shall not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such state. No offer to buy these securities can be accepted and no part of the purchase
price can be received until the registration statement has become effective, and any such offer may
be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice
of its acceptance given after the effective date. An indication of interest in response to this
letter will involve no obligation or commitment t