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corresp

July 18, 2011

By E-mail

Loan Lauren P. Nguyen,

  Division of Corporation Finance,

    Securities and Exchange Commission,

      100 F Street, N.E.,

        Washington, D.C. 20549.

    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 Ms. Nguyen:

          On behalf of Capital Product Partners L.P. (the “Company”), this letter responds to the
comments of the staff of the Securities and Exchange Commission (the “Staff”) set forth in its
letter of July 6, 2011. In addition, Amendment No. 1 to the registration statement on Form F-4
(File No. 333-174795) (including exhibits thereto) (the “Registration Statement”), which reflects
many of these responses, has been submitted for filing.

          All responses set forth in this letter are those of the Company. All responses are keyed to
the headings indicated in the Staff’s comments and are designated with the letter “R” below the
comment number. The comments themselves are set forth in boldface type. As a result of changes to
the Registration Statement, some page references have changed. The page references in the Staff’s
comments refer to page numbers in the registration statement on Form F-4 submitted to the Staff on
June 9, 2011; the page numbers in the Company’s responses refer to the page numbers of the
Registration Statement submitted to the Staff on July 18, 2011. Capitalized terms used

    Loan Lauren P. Nguyen

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but not defined in this letter have the meanings specified in the draft of the Registration
Statement submitted on July 18, 2011.

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 connection with its vote to approve the transaction.

    R: In response to this comment, the board books that the boards of directors of the Company and
Crude Carriers Corp. received from each of their financial advisors are being furnished under
separate cover by counsel to the financial advisors, who have informed the Company that they
will be requesting confidential treatment for such materials pursuant to Exchange Act Rule
12b-4 and Securities Act Rule 418 and pursuant to Title 17 C.F.R. §200.83 (and seeking the
return of such materials promptly following completion of the Staff’s review thereof).

    Each of the Company and Crude Carriers Corp. respectfully advise the Staff that, in each case,
the board books provided to the board of directors by their respective financial advisor
encompass all material information that such financial advisor provided to the board.

    2.

    Prior to printing and distribution of the materials, 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.

    R: The Company notes the Staff’s comment and will furnish mockups and accompanying captions to
the Staff under separate cover.

    3.

    With a view to revised disclosure, please tell us what consideration the Crude
Independent Committee and Jefferies gave as to how the change from common stock ownership
to limited partnership interests affects, 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.

    R: The Crude Independent Committee and Jefferies (in each case to the extent expressly set
forth below) reviewed several factors in connection with their

    Loan Lauren P. Nguyen

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    consideration of the differences between the ownership of Crude common stock and CPLP common
units (representing limited partnership interests), including the fact that (i) Crude common
stock and CPLP common units are both publicly traded on U.S. securities exchanges, (ii) since
the time of its initial public offering, CPLP has elected to be treated as a C corporation for
U.S. federal income tax purposes and, therefore, Crude shareholders would not receive
significantly different tax treatment as holders of CPLP common units and (iii) Crude and CPLP
both have similar dividend or distribution policies of distributing available cash to its
equityholders quarterly, and in the case of CPLP unitholders, such distributions are a
contractual right under the CPLP Partnership Agreement.

    In addition, after comparing the rights of Crude shareholders under the MIBCA and Crude’s
charter and bylaws and the holders of CPLP common units under the MILPA and the CPLP
Partnership Agreement, the Crude Independent Committee determined that the Crude shareholders
and holders of CPLP common units had substantially similar rights, including, among other
things, the right to vote in the election of directors, on significant corporate matters such
as mergers, consolidations and similar transactions and on amendments to organizational
documents. The Company believes the section “Comparison of Rights of Shareholders of Crude and
Unitholders of CPLP” starting on page 113 provides Crude shareholders with appropriate
disclosure regarding the similarities and differences between owning shares of Crude common
stock and owning CPLP common units.

    With respect to the few instances where the Crude Independent Committee determined, after
consultation with counsel, that there could potentially be meaningful differences between
ownership of Crude common stock and CPLP common units, the Crude Independent Committee
negotiated certain terms with the CPLP Conflicts Committee to address these differences. The
Crude Independent Committee negotiated an agreement by CPLP and Capital Maritime to cause to be
amended, prior to the Effective Time, Section 15.1 of the CPLP Partnership Agreement relating
to the ability of Capital GP to acquire the remaining outstanding securities of any class of
CPLP securities held by all holders other than Capital GP or its affiliates if Capital GP or
its affiliates hold at least 80% of all such securities in such class, so that such right is
triggered at 90% instead of 80%. The Crude Independent Committee sought and received agreement
from the CPLP Conflicts Committee for this closing condition to harmonize Section 15.1 of the
CPLP Partnership Agreement with Section 96 of the MIBCA, which permits a parent to

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    merge with a subsidiary without shareholder approval if such parent owns at least 90% of the
outstanding voting stock of the subsidiary. The Crude Independent Committee negotiated another
closing condition requiring the amendment of the Omnibus Agreement, dated as of April 3, 2007,
by and among Capital Maritime, Capital GP, Capital Product Operating GP L.L.C. and CPLP to
include terms substantially similar to those contained in the Business Opportunities Agreement,
dated March 1, 2010, between Capital Maritime and Crude. See the disclosures in “The Merger
Agreement—Other Covenants and Agreements” and “The Merger Agreement—Conditions to Completion
of the Proposed Transaction.” The Company has also disclosed on page 57 in “The Proposed
Transaction—Recommendation of the Crude Independent Committee and the Crude Board; Crude’s
Reasons for the Proposed Transaction” that the requirement to amend the CPLP Partnership
Agreement to “harmonize the rights of unitholders of the combined entity to that of the
shareholders of Crude” was a positive factor considered by the Crude Independent Committee in
making its recommendation to the Crude Board.

    The Company has provided appropriate disclosure regarding the similarities in tax treatment,
but, to further disclose the other mentioned considerations, will add the following bullet
point on page 57 in “The Proposed Transaction—Recommendation of the Crude Independent
Committee and the Crude Board; Crude’s Reasons for the Proposed Transaction” immediately before
“Negative Factors”:

    •

    “The similarities between ownership of Crude common stock and CPLP common units,
including, among other things, the fact that (i) Crude common stock and CPLP common
units are both publicly traded on U.S. securities exchanges and (ii) each of Crude and
CPLP both distribute available cash to its equityholders on a quarterly basis, and in
the case of CPLP unitholders, such distributions are a contractual right under the
CPLP Partnership Agreement. See “Comparison of Rights of Shareholders of Crude and
Unitholders of CPLP.”

    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.

    Loan Lauren P. Nguyen

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    R: The Company has reviewed the Staff’s comment and revised the Registration Statement at page
vi by adding the following Q&A, and by adding conforming disclosure at page 71.

    “Q:

    What are the interests of the officers and directors of Crude in the
merger?

    A:

    There is substantial overlap of the ownership and control of Crude and
CPLP. CCIC, the owner of 100% of the Crude Class B stock, is
beneficially owned by the Marinakis family, including the Chairman and
Chief Executive Officer of Crude, Evangelos M. Marinakis. Evangelos
M. Marinakis, Ioannis E. Lazaridis and Gerasimos G. Kalogiratos
collectively own 0.91% of the outstanding shares of Crude common stock
and Mr. Marinakis is the Chief Executive Officer of Capital Maritime,
which is beneficially owned by the Marinakis family and which is also
the owner of Capital GP. Capital Maritime currently owns a 41.9%
interest in CPLP (including its 2% general partner interest through
its ownership of Capital GP), and, following the merger, Capital
Maritime will own a 27.1% interest in the combined company, including
ownership resulting from the general partnership interest in the
combined company held by Capital GP, and, collectively, Capital
Maritime and CCIC would own approximately 31.7% of the combined
company. In addition, there is significant overlap between the senior
management teams of each of Crude and Capital GP. Furthermore, it was
determined after the execution of the merger agreement that Dimitris
Christacopoulos, a member of the Crude Independent Committee would be
designated by Crude as the Crude director who would, in accordance
with the merger agreement, become a director of CPLP upon consummation
of the merger. See “The Proposed Transaction—Interests of Crude’s
Directors and Executive Officers in the Proposed Transaction” and “The
Proposed Transaction—Continuing Board and Management Positions”
beginning on page 71. Finally, the vesting requirements relating to
shares of Crude common stock held by members of the Crude Independent
Committee, other than Dimitris Christacopoulos (who collectively hold,
subject to vesting requirements, an aggregate of approximately 20,000
shares of Crude common stock, or the right to receive approximately
31,200 CPLP common units), will lapse immediately prior to the
effective time of the merger, and such shares will vest in full
immediately prior to the effective time of the merger. See “The
Proposed Transaction—Treatment of Crude Unvested Shares in the
Proposed Transaction” beginning on page 84.””

    Loan Lauren P. Nguyen

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    What is the required vote to approve and authorize the Merger?, page v

    5.

    Quantify the percentage of your outstanding shares 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.

    R: The Company has reviewed the Staff’s comment and revised the Registration Statement at page
v by adding the following disclosure: “, such majority being 49.45% or more of the outstanding
            shares of Crude common stock (1.11% of the outstanding shares of Crude common stock is held by
Crude’s executive 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 merger will qualify as a
“reorganization” within the meaning of Section 368(a) of the IRC.

    R: The Company notes that the Registration Statement at page viii states that “it is a
condition...to complete the merger that CPLP and Crude... receive a legal opinion...to the
effect that the merger should qualify as a “reorganization” within the meaning of Section
368(a)...” The Company believes that by stating that the completion of the merger requires the
receipt of a “should”-level legal opinion regarding the merger’s qualification as a
“reorganization” within the meaning of Section 368(a), the Company is addressing the level of
uncertainty that the merger will qualify as such. The Company has been advised that a
“should”-level legal opinion places the uncertainty of qualifying somewhere below a
“more-likely-than-not”-level opinion and somewhere above a “will”-level opinion.

    Summary, page 1

    Interests of Certain Persons in the Proposed Transaction, page 7

    7.

    Please quantify the aggregate amounts of all benefits 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.

    R: Other than the shares of Crude common stock held by members of the Crude Independent
Committee (other than Dimitris Christacopoulos) with respect to which any vesting requirements
will lapse immediately prior to the consummation of the

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    merger, the officers and directors of Crude will not receive any benefits in the merger that
regular shareholders do not. The Company has revised the Registration Statement at page 7 by
adding the following disclosure:

    “These interests and arrangements include:

    •

    certain directors and officers of Crude are also directors and/or officers of CPLP,
Capital GP, Capital Maritime and Capital Ship Management, including Evangelos M.
Marinakis, who is the Chairman and Chief Executive Officer of Crude as well as the
Chairman of the CPLP Board, a director of Capital Maritime and the Chief Executive
Officer and President of Capital Maritime, Ioannis E. Lazaridis, who is the President
of Crude as well as a director of CPLP and Capital Maritime, the Chief Executive
Officer and Chief Financial Officer of Capital GP and the Chief Financial Officer of
Capital Maritime and Gerasimos G. Kalogiratos, who is a director and the Chief
Financial Officer of Crude as well as the Finance Director of Capital Maritime and the
Investment Relations Officer of CPLP;

    •

    beneficial ownership by Crude directors and executive officers of CPLP common
units, although no Crude director or executive officer owns common units in a number
representing more than 1.0% of the outstanding CPLP common units;

    •

    at the time the merger is consummated, the commencement of service on the CPLP
Board by Dimitris Christacopoulos, a member of the Crude Board and Chairman of the
Crude Independent Committee who was designated to assume this
position by the Crude Board after the execution of the merger agreement and in
accordance with the merger agreement; and

    •

    the lapsing of the vesting requirements relating to shares of Crude common stock
held by members of the Crude Independent Committee, other than Dimitris
Christacopoulos (who collectively hold, subject to vesting requirements, an aggregate
of approximately 20,000 shares of Crude common stock, or the right to receive
approximately 31,200 CPLP common units), immediately prior to the effective time of
the merger.”

    Loan Lauren P. Nguyen

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    Comparison of Rights of Shareholders of Crude and Unitholders of CPLP, page 11

    8.

    Please revise