SecProbe.io

December 10, 2012

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, 2011
Filed March 7, 2012
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 r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated)  and providing any  reque sted
information.   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.

Form 20 -F for the Year Ended D ecember 31, 2011

Item 5. Operating and Financial Review and Prospects , page 44

Operating Results, page 49

1. We note your disclosure on pages 51 and 52 of the measure “operating surplus” for the
year ended December 31, 2011, 2010, and 2009.  You also discl ose that this is a non -
GAAP financial measure used by certain investors to assist in evaluating a partnership’s
ability to make quarterly cash distributions.  In light of the fact that this is a non -GAAP
financial measure, please revise to include the disc losures required by Item 10(e) of
Regulation S -K.  Please provide a draft of your proposed revised disclosure as part of
your response to us.

Mr. Efstratios Desypris
Navios Maritime Partners L.P.
December 10, 2012
Page 2

 Critical Accounting Policies, page 62

2. We note the disclosure indicating that as of December 31, 2011, the aggregate carrying
value of 11 vessels in your fleet (including the carrying value of the time charter, if any,
on the specified vessel) exceeded their estimated fair value of those same vessels
(including the estimated fair value of the time charter, if a ny, on the specified vessel) by
approximately $99.3 million. In order to provide investors with additional information as
to trends that could potentially impact your future results of operations, please revise
future filings to include a comparative analy sis of how the carrying values of your vessels
compare to the fair market value of such vessels as of each balance sheet date presented
in your financial statements.

Critical Accounting Policies, page 86
Impairment of Long -lived Assets

3. We note from the d iscussion in the critical accounting policies section of MD&A that the
undiscounted projected net operating cash flows for each vessel are determined by
considering the charter revenues from existing time charters for the fixed fleet days for
Navios Partne r’s remaining charter agreement rates and an estimated daily time charter
equivalent for the unfixed days based on a combination of the Navios Partners’ remaining
charter agreement rates and the 10 -year average historical one year time charter rate,
adjust ed for outliers over the remaining economic life of each vessel, net of brokerage
and address commissions and excluding days of scheduled off -hires.  As shipping rates
are subject to significant volatility and have declined significantly from the high leve ls
achieved during 2008 as you have disclosed in the risk factor included on page 4  of your
Form 20 -F, please consider revising future filings to include a sensitivity analysis
explaining how your impairment analysis for your vessels would be impacted in the event
that you utilized the most recent five year, three year or one year historical average rates
for purposes of estimating cash flows for unfixed days. We believe the disclosure of such
information would allow investors to better understand how the Company’s future results
of operations may be impacted in the event that daily time charter equivalent rates do not
improve from their current levels in future periods.

4. In a related matter, please tell us and revise your critical accounting policy disclos ure to
explain how the ten year historical average rates for your vessels used in determining
future cash flows for purposes of your impairment analysis compare to the daily time
charter equivalent rates that were in affect at the end of your most recent f iscal year.

Exhibits, page 95

5. Please file the Acquisition Omnibus Agreement as discussed on page 74 as an exhibit to a
subsequent Exchange Act report and confirm to us that you will include it as an exhibit to
your next annual report on Form 20 -F.

Mr. Efstratios Desypris
Navios Maritime Partners L.P.
December 10, 2012
Page 3

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing 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 a nd 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 provide  a written statement from the compan y
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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.

You may contact Claire Erlanger at (202) 551 -3301  or me at (202) 551-3813  if you have
questions regarding comments on the financial statements and related matters.  Please contact
John Dana Brown  at (202) 551 -3859 or Max Webb  at (202) 551 -3750  with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief