SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

   March 15, 2011
Via M ail and Facsimile  (30 210 428 4285)

Ioannis E. Lazaridis
Chief Executive Officer and Chief Financial Officer
Capital GP LLC, General Partner
Capital Product Partners, LP
3 Iassonos Street
Piraeus, 18537
Greece

 Re: Capital Product Partners, LP
  Form 20- F for the Fisca l Year Ended December 31 , 2010
  Filed February 4, 2011
  File No. 001-33373

Dear Mr. Lazaridis :

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our re view with respect to this issue does not preclude further review by
the Assistant Director group with respect to other issues.  At this juncture, we are asking you to provide us with information so we may better understand your disclosure.

Please respon d to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your response .
 After reviewing the information you provide in response to these comments, we
may have additional comments.
Risk Factors, page 8
1. We note the risk factor disclosure on page 21 that from time to time, vessels in your fleet may call on ports located in countries  subject to sanctions and
embargoes imposed by the U.S. government and identified by the United States government as state sponsors of terrorism. In future filings, please identify these
countries.   If our vessels call on ports located in countries that are subject to …, page 21

Ioannis E. Lazaridis
Capital Product Partners, LP
March 15, 2011
Page 2

2. In this respect, please describe to us the nature and ex tent of your past, current,
and anticipated contacts with Iran, Syria, Sudan and Cuba, countries identified by
the State Department as state sponsors of terrorism , whether through subsidiaries,
charterers , or other direct or indirect arrangements. We note from disclosure on
pages 15 and 35 that two of your largest charterers are BP Shipping Limited, an affiliate of BP plc , and Overseas Shipholding Group.  W e note from BP plc’s
2009 Form 20- F that it has business contacts with Iran, Syria and Sudan.  We also
note from BP’s 20- F and 2010 news articles that BP may have business
arrangements with sanctioned parties that are affiliated with the government of Iran.   We  note from Overseas Shipholding Group’s 2009 Form 10- K that its
vessels may call on po rts in Iran.  Your response should describe any services or
products you have provided directly or indirectly to Iran, Syria, Sudan or Cuba,
and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those
governments .
3. Please discuss the materiality o f your contacts with Iran, Syria, Sudan and Cuba
described in response to the foregoing  comment and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the  approximate dollar
amounts of any associated revenues, assets, and liabilities for the last three fiscal
years and subsequent interim period.  Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value.  V arious state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  Your materiality analysis should address
the potential impact of the investor sentiment evidenced by such actions directed
toward companies that ha ve operations associated with Iran , Syria, Sudan and
Cuba , and should also discuss the potential for reputational harm from your
charter of vessels to BP Shipping Limited and Overseas Shipholding Group.
4. Please tell us whether your charter parties include provisions relating to your
vessels calling on ports in Iran, Syria, Sudan or Cuba.

We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the fil ing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they ar e responsible for the accuracy and adequacy of the disclosures they have made.

Ioannis E. Lazaridis
Capital Product Partners, LP
March 15, 2011
Page 3

In responding to our  comments, please provide a written statement from the
company acknowledging that:

• the company is responsible for the adequacy and accuracy of the discl osure in the
filing;
 • staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact Jennifer Hardy, Special Counsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about the comment s or our review.

        Sincerely,

        Cecilia Blye, Chief
        Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance