SecProbe.io

December 9, 2011
 Via E-Mail Mr. Efstratios Desypris Chief Financial 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, 2010
Filed March 1, 2011 File No. 001-33811

Dear Mr. Desypris:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Year Ended December 31, 2010

 Item 5. Operating and Financial Review and Prospects

 Reconciliation of Adjusted EBITDA to Net Cash From Operating Activities, page 69

1. We note your disclosure that Adjusted EBITDA is included because it is used by certain
investors to measure a company’s financial performance. However, we also note your
disclosure that Adjusted EBITDA is presen ted to provide additional information with
respect to Navios Partners’ ability to satisfy its obligations including debt service, capital expenditures, working capital requirements and determination of cash distribution.  In
light of these two disclosures, it is un clear whether you use Adjusted EBITDA as a non-
GAAP performance measure or a non-GAAP liqui dity measure.  Please advise us how
you primarily intend to use the Adjusted EBITDA non-GAAP financial measure.  Also,
please note that if you in tend to use Adjusted EBITDA as a non-GAAP performance

Mr. Efstratios Desypris Navios Maritime Partners L.P. December 9, 2011 Page 2

 measure, it should be reconciled to net income .  If your intention is to use Adjusted
EBITDA as a liquidity measure, then your r econciliation to the most comparable GAAP
measure should also include the presentati on of all three majo r categories of the
statement of cash flows.  See Question 102.6 of the SEC’s Compliance and Disclosure
Interpretations related to  Non-GAAP Financial Measures .  Please advise or revise future
filings as appropriate.
 Critical Accounting Policies

Impairment of Long-lived Assets, page 71

2. Please consider expanding the Critical Acc ounting Policies section of your MD&A to
include a table summarizing your owned vessels  that details by vessel, the date of
acquisition, purchase price and carrying value at the balan ce sheet date. Also, please
identify within this table those vessels whos e estimated market values are less than their
carrying values. In this regard, for those ve ssels whose estimated market value is below
their carrying value, please a dd disclosure below the table of  the aggregate market value
and aggregate book value of such vessels. This additional disclosure will provide
investors with an indication of the estimat ed magnitude of the potential aggregate
impairment charge related to these vessels , as of December 31, 2010, if you decided to
sell all of such vessels. Also, the disclosu re accompanying the table should discuss the
related accounting treatment of  your vessels, and describe the circumstances under which
you would be required to record an impairm ent loss for those vessels with a carrying
value in excess of their estim ated fair market values.
 Notes to the Financial Statements

 Note 2. Summary of Significant Accounting Policies

Principles of Consolidation, page F-7

3. We note from your table of entities and charte red-in vessels that are included in the
consolidated financial statements, that it appears that you bega n consolidating JTC
Shipping and Trading Ltd, an operating compan y, in March 2010.  Please explain to us
the nature and terms of the transactio n in which this entity was acquired.

Note 11. Borrowings, page F-20

4. We note that during 2010 you amended your Cred it Facility several times, including in
December 2010 in which the amendment provides for, among other things, a new margin from 1.65% to 1.95% depending on the loan to va lue ratio and a repayment schedule that
begins in February 2011.  Please explain to us and revise the notes to your financial
statements in future filings to disclo se how you accounted for each of the 2010 debt
modifications in accordance with ASC 470-50-40.

Mr. Efstratios Desypris Navios Maritime Partners L.P. December 9, 2011 Page 3

 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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Claire Erla nger at (202) 551-3301 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3813
with any other questions.
Sincerely,
   /s/ Linda Cvrkel

Linda Cvrkel Branch Chief