SecProbe.io

July 6, 2011
 Via Email

Ioannis E. Lazaridis  Chief Executive Officer  Capital GP L.L.C.  3 Iassonos Street  Piraeus, 18537 Greece
Re: Capital Product Partners L.P.
Registration Statement on Form F-4  Filed June 9, 2011
  File No. 333-174795    Form 20-F for the fiscal year ended December 31, 2010    Filed February 4, 2011   File No. 001-33373
Dear Mr. Lazaridis:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form F-4

 General

1. Please provide us with copies of any written  materials prepared by management or the
advisors and reviewed by the board in connectio n with its vote to approve the transaction.

2. Prior to printing and distribution of the mate rials, please provide us mock-ups of any
pages that include any pictures or graphics  to be presented.  Accompanying captions, if
any, should also be provided.  We may have  comments after reviewing the materials.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 2
 3. With a view to revised disclosure, pleas e tell us what consideration the Crude
Independent Committee and Jefferies gave as  to how the change from common stock
ownership to limited partnership interests a ffects, if at all, the value of Crude
shareholders’ interest in the surviving entity  and the determination that the consideration
paid is fair to unaffiliated shareholders.
 Questions and Answers, page v

4. Given the significance of the interests of your directors and officers in  the transaction and
its approval, please include a separate Q&A to disclose the interests.

What is the required vote to approve and authorize the Merger?, page v
5. Quantify the percentage of your outstanding shar es that would need to vote in favor of
the merger for it to be approved and state what  percentage is held by Crude’s officers and
directors.

Is the merger expected to be taxable to me?, page viii
6. Tell us the degree of uncertainty there is about whether the merg er will qualify as a
“reorganization” within the meani ng of Section 368(a) of the IRC.

Summary, page 1

Interests of Certain Persons in the Proposed Transaction, page 7

7. Please quantify the aggregate amounts of all be nefits which officers and directors receive
in the merger which regular shareholders do not .  Use tabular presentation if that makes it
easier to understand for shareholders.
 Comparison of Rights of Shareholders of Crude and Unitholders of CPLP, page 11

8. Please revise to include a more complete description of how owning limited partnership
interests differs from owning common stoc k.  To the extent these differences are
material, please add a risk factor in this regard.
 Comparative Stock Prices and Dividends (page 98), page 11

9. Please briefly discuss any changes to the di vidend policy upon the consummation of the
merger.
 Risk Factors, page 22

10. Please remove the following language from the introductory paragraph:  “as well as other
risks and uncertainties not currently known to  CPLP or not currently deemed to be

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 3
 material.”  Only material risks should be refere nced in the risk factors.   If risks are not
deemed material then they should not be mentioned.

CPLP’s general partner and its other affiliates, page 23

11. Please discuss in a separate risk factor the ri sk of conflicts of interest because of the
substantial overlap in ownership, control, and management between CPLP and Crude.
We note your disclosure on page 45.  Also quantify the benefits to insiders here.

The combined company may not be able to grow, page 27

12. Please revise to balance the disclosure in th e first sentence by disc losing that the period-
linked agreements for three of Crude’s vessels and two of CPLP’s vessels will expire in 2011 and new charters have not been  entered into at this time.
 The Crude vessels are managed under a floa ting fee management agreement, page 30

13. Revise to disclose the reimbursement amounts paid to the manager for the fiscal year
ended December 31, 2010 and discuss whet her the fees under the floating fee
management agreement are capped.
 U.S. tax authorities could treat CPLP as a “p assive foreign investment company”, page 31

14. As the disclosure in this risk factor and the following risk fact or consists in part of legal
conclusions, please name legal counsel and pr ovide an appropriate consent or advise.
 Proxies and Proxy Solicit ation Costs, page 41

15. We note that proxies may be solicited in person, by telephone, or by other electronic
means.  Please confirm that you will file al l written soliciting ma terials, including any
scripts to be used in so liciting proxies by personal in terview or telephone.
 Background of the Proposed Transaction, page 45

16. Please disclose the reasons that the CPLP Boar d considered to enter into a merger with
Crude at this time when the period-linked ch arters under the Crude ve ssels will expire in
2011 and the spot rates are currently low.

17. Refer to the disclosure in th e last paragraph on page 46.  Pl ease describe the alternatives
that the CPLP Board considered for ac hieving the purposes of the merger.

18. Refer to the disclosure on pages 46-48.  We  note that the Crude Independent Committee
comprised of independent directors consider ed the CPLP proposal.  Please revise to
expand your discussion regarding the duties of the Crude Independent Committee and
any range of strategic alternatives to be explored by such committee.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 4
 Arms’ Length Negotiations, page 58

19. Considering the substantial conflicts of intere sts involved, please revi se to provide a basis
for the belief that the Crude Independent Co mmittee engaged in arms’ length negotiations
with CPLP regarding the merger.
 Opinion of the Crude Independent Co mmittee’s Financial Advisor, page 60

20. Please disclose in the proxy statement that Je ffries has consented to the inclusion of, and
reference to, its opinion in the proxy statement.
 Select Public Company Analysis, page 63

21. Please briefly explain the categ ories of and distinctions between “normal corporate –
wet,” “yield-oriented – wet,” and “yield-oriented – MLP.”
 Precedent Transaction Analysis, page 65

22. Please disclose the criteria used to determine the comparable precedent transactions used
for the analysis.  Tell us whet her any additional transactions that fit the criteria were not
used and why not.

23. We note that all of the public/private tr ansactions you reviewed were announced in
August 2008 and earlier.  Please revise to ex plain why you did not re view more recent
transactions.  Further, discuss why you be lieve these transactio ns are useful for
comparison in light of the substantial time th at has passed since they were announced and
the intervening downturn in the gl obal economy and shipping industry.
 Interests of Crude’s Directors and Executive Officers in the Proposed  Transaction, page 71

24. Please disclose in additional detail the “significant overlap” in ownership and
management of Crude and CPLP and Crude and Capital GP.

Treatment of Existing Debt Facilities in the Proposed Transaction, page 72

25. Please revise to name the financial institution that CPLP has entered into a commitment
letter with to partially finance th e acquisition of the Cape Agamemnon.
 Material United States Federal Income Tax Consequences, page 73

26. It appears you intend to file s hort-form tax opinions.  Please revise this section to name
tax counsel and clarify that the discussion in this section is counsel’s opini on rather than
a “summary.”

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 5
 Unaudited Pro Form Condensed Combin ed Financial Information, page 100

 Note 2 – Pro forma Adjustments re lated to the Merger, page 106

27. Footnote (a) indicates you intend to record th e acquisition at fair value under FASB ASC
805, as you do not consider the parties to the transaction to be under common control.  We note from the disclosure on page F- 10 of your Form 20-F for the year ended
December 31, 2010 that, as of July 22, 2010, you no longer consider yourself under common control with CMTC due to the el ections of two Class III directors by non-
CMTC unitholders, resulting in the majority  of the board being elected by non-CMTC
controlled unitholders.  We further not e that, although your ownership stake has
decreased to 31.2% at December 31, 2010, Capital Ship Management, a subsidiary of CMTC, still provides significant commercial and technical management services (including the commercial and technical mana gement of your vessels , class certifications,
vessel maintenance and crewing, purchasing and insurance and shipyard  supervision) as
well as administrative, financial and other support services to you through a management
agreement and an administrative services agreement. In addition, your Chairman is also the CEO of CMTC, and your CEO and CFO is also the CFO of CMTC. Finally, we note
that your next larges t shareholder, Kayne Anderson Ca pital Advisors L.P., only owns
about 11% of your common units outstandi ng at December 31, 2010.  Please tell us why
you believe the level of operational control held by CMTC does not constitute common
control.  Specifically address operations and ship management agreements in your
analysis.
 Exhibit 5.1

28. Please have counsel remove a ssumption (iv) in the listing of  assumptions in the first
paragraph on page 2.  It is  not appropriate for counsel to assume that there are no
modifications to agreements among pe rsons who include its client.

29. Revise to remove the last sentence of the fi rst paragraph on page 2 as the assumption is
overly broad and inappropriate.

Exhibit 8.1

30. Please have counsel revise the penultimate para graph to clarify that the discussion in the
material tax consequences secti on is counsel’s opinion, rather th an that “the statements . .
. [are] accurate in all material respects.”
 Exhibit 8.2

31. The tax opinion should speak as of the date of effectiveness.  Please have counsel revise
opinion paragraph B accordingly.  Alternativel y, confirm that you will refile the opinion
on the date of effectiveness.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 6
 32. Please have counsel remove “solely” from the first sentence of the last paragraph of the
opinion.
 Exhibit 99.1

33. Please refile the consent of Jeffries & Company, Inc. as an exhibit 23.  Refer to Item
601(b)(23) of Regulation S-K.
 Exhibit 99.2

34. Please mark your form of proxy “Preliminary Copy,” as required by Rule 14a-6(e)(1).
 Form 20-F for the fiscal year ended Decembe r 31, 2010 for Capital Product Partners L.P.

 D. Risk Factors, page 8

35. Please confirm that you will remove the third sentence of the introductory paragraph in
future filings.  Only material risks should be di scussed in the risk factors; if a risk is not
deemed material, it should not be referenced here.
 Item 5B. Liquidity and Capital Resources, page 56

Borrowings, page 59

36. We note from your disclosure in Note 6 on page F-21 that you amended your two credit
facilities on June 30, 2010 to change how such facilities were colla teralized.  In this
regard, please discuss the unde rlying reasons for this cha nge in your discussion of
borrowings in future filings.

37. Due to the volatility in vessel market values , please consider revi sing this section in
future filings to include the results of  your calculation of the 125% minimum value
covenant as part of your discussion of liquidi ty.  Such discussion would provide greater
insight into the likelihood of a covenant violation.  This disclosure may include the exact
calculation and aggregate market value of vesse ls as compared to the outstanding balance
and/or a sensitivity analysis discussing the im pact a 10% change in vessel market value
may have on your continued compliance with this covenant.  In the alternative, we
suggest you present a table similar to that f ound on page F-21 in this section, and include
the aggregate fair market value of the ve ssels collateralizing each credit facility.
 Critical Accounting Policies, page 61

38. Please revise your disclosure in future filings  to include a discussion of any vessels that
have a market value lower than their carrying value.  In this  regard, we suggest that you
include a table similar to that found on table on page 37 summarizing the date of
acquisition and the purchase pri ce of each vessel in your fleet , but also identifying those

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 7
 vessels whose estimated market values are less than their carryi ng values.  Please add
disclosure below the table of the aggregate market value and aggregate book value of any
such vessels.  In addition, th is table should be accompanied  by disclosure discussing the
related accounting treatment of your vessels, and describi ng the circumstances under
which you would record an impairment loss for such vessels, such as when any of these vessels were classified as held for sale.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 8
 You may contact Amy Gedde s at (202) 551-3304 or Da vid Humphrey, Accounting
Branch Chief at (202) 551-3211 if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217 or me at
(202) 551-3642 with any other questions.
Sincerely,

/s/ Loan Lauren P. Ngu