SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          July 12, 2010   Via U.S. Mail

 Ms. Angeliki Frangou, Chief Executive Officer Navios Maritime Partners L.P.
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re: Navios Maritime Partners L.P.
 Form 20-F for the year ended December 31, 2009
Filed February 23, 2010
 File No. 001-33811

Dear Ms. Frangou:

We have reviewed your filings and have the fo llowing comments.  Unless otherwise indicated,
we think you should revise your document in future  filings in response to these comments.  If
you disagree, we will consider your explanation as  to why our comments are 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 inform ation, we may raise additional comments.

Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to en hance 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 any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Ms. Angeliki Frangou, CEO
Navios Maritime Partners L.P.
July 12, 2010 Page 2  Annual Report on Form 20-F for the year ended December 31, 2009

 Financial Statements, page F-1

Consolidated Statements of Income, page F-4
Notes to the Consolidated Financial Statements, page F-7
Note 19 - Cash Distributions and Earnings per Unit, page F-29

1. We note the company’s calculations of earni ngs per unit for each of the common units,
general partner units, and the subordinated un its.  As the computations are based on net
income per the consolidated statements of  income, we are unclear as to how the
provisions of ASC 260-10-55-107 have been implemented.  This guidance requires that net earnings be reduced by the amount of ava ilable cash to be distributed to each of the
unit holders in arriving at earnings per unit so that the company presents EPU for
distributed earnings and undist ributed earnings.  Please revise future filings to include
such disclosures and provide us with the relevant disclosures for the year ended
December 31, 2009.  Your respons e should clearly explain how the amounts of cash to be
distributed to each class of unit holders was determined as well as providing supporting calculations for each EPU presented.  We may have further comment upon receipt of
your response.
 Note 1 – Description of the Business, page F-7

2. We note the issuance of 1,000,000 subordinated Seri es A units to Navios Holdings during
2009 as consideration for the cancellation of the purchase option on the Navios Bonavis.
We further note from page F-6 that such units  were valued at approximately $6 per unit.
Please tell us, and revise future filings to disclose, how the fair value of the subordinated Series A units were determined at the issu ance date given that the unit price of the
company’s outstanding common units were $10.09 on June 9, 2009.  If the subordinated Series A units were valued lower than the common units because of their inability to
receive distributions for the first three years following their issuance,  please explain in
further detail how this factor was considered  in determining the va lue of the subordinated
units.  We may have further comment upon receipt of your response.

Note 6 - Vessels and Other Assets, page F-20

3. We note from the disclosures included in Note 6, that Navios Partners purchased a
number of vessels from Navios Holdings  and its subsidiaries during 2008 and 2009.
Please tell us and explain in the notes to the company’s financial statements how the
purchase prices for the vessels acquired in each  of these transactions was determined and
indicate whether the price paid was equal to fair value of the vessels acquired at the dates
of the transactions.  If not, please expl ain how Navios Partners accounted for any
difference between the fair value and the purch ase price for the vessels in its financial
statements.

Ms. Angeliki Frangou, CEO
Navios Maritime Partners L.P.
July 12, 2010 Page 3
4. Also, we note that in connection with the acquisition of the vessel Fantastiks during 2008,
the company transferred the remaining ca rrying amounts of the favorable lease and
favorable purchase option amounting to $53,022 to vessel cost which will be depreciated over the remaining useful lif e of the vessel.  While we  understand why the favorable
purchase option would be reflected as part of the vessel cost, we are unclear as to why the
favorable lease has been accounted for as part of  the cost of the vessel.  Please tell us and
explain in the notes to the company’s financial statements in future filings the basis or rationale for reflecting the favorable lease as  part of the vessel’s cost.  Also, if the
company continues to have a favorable le ase following the vessel acquisition, please
explain why the company believes it is appr opriate to extend the amortization period for
the favorable lease by reclassifying the favor able lease asset to vessel cost.  Your
response should clearly explain the relevant technical accoun ting literature that supports
the treatment used.  We may have furt her comment upon receipt of your response.
 Note 7 -  Intangible Assets Other than Goodwill, page F-21

5. We note the disclosure in Note  7 indicating that Navios Part ners purchased the rights to
the Navios Sagittarius from Navios Holdi ngs on June 10, 2009 for $34,600.  We also note
that in connection with this transaction, Na vios Partners recogni zed intangible assets
consisting of a favorable purchase option, favorable lease terms, and a backlog asset.  Please explain how the purchase price paid for these intangible assets was determined
and explain how it compared to the fair va lues of the rights acquired.  We may have
further comment upon receipt of your response.

********

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the filing includes all information requi red under the Secu rities Exchange
Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and it s management are in possession of all facts
relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse 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.

Ms. Angeliki Frangou, CEO
Navios Maritime Partners L.P. July 12, 2010 Page 4
 In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporat ion Finance in our review  of your filing or in
response to our comments on your filing.
You may contact Heather Clar k at 202-551-3624 or me at 202- 551-3813 if you have questions
regarding comments on the financial stat ements and related matters.

Sincerely,

Linda Cvrkel Branch Chief