SecProbe.io

July 18, 2014
Via E -mail
Albert Chao
President  and Chief Executive Officer
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas  77056

Re: Westlake Chemical Partners LP
Amendment No. 4 to Registration Statement on Form S-1
Filed July 15 , 2014
  File No. 333-195551

Dear Mr. Chao :

We have reviewed your registration statement  and have the following comments.

General

1. Please provide a currently dated consent from your auditors.  Refer to Item 601(b)(23) of
Regulation S -K.

2. Please note that comments regarding your confidential treatment request will be sent
under separate cover and we will not be in a position to consider a request for
acceleration of e ffectiveness of the registration statement until we resolve all issues
concerning the confidential treatment request.

Material U.S. Federal Income Tax Consequences, page 158

3. Please delete the language noting that this section summarizes the material fede ral tax
consequences that “may be relevant” to prospective unitholders, as this may suggest that
the opinion does not include all material federal tax consequences.

Unaudited Pro Forma Combined Carve -Out Financial Statements, page F -1

4. In regards to pro forma net income per unit, p lease disclose how you determined that all
of the offering units should be included in your computation.  In this regard, it appears
that not all of the proceeds from the offering will be used to pay the distribution to
Westl ake.  Refer to SAB Topic 1:B.3.

Albert Chao
Westlake Chemical Partners LP
July 18, 2014
Page 2

 Notes to Combined Carve -Out Financial Statements, page F -43

5. Please disclose why the planned distributions to Westlake for capital expenditures it
incurred with respect to certain of the assets contributed to OpCo will not be accounted
for as a reduction in the debt payable to Westlake given that disclosures on page F -47
indicate that the capital expenditures incurred by the Parent are embedded in OpCo’s debt
to the Parent.  Please confirm that the assets related to these ca pital expenditures are
reflected on the historical carve -out financial statements and advise whether you recorded
a corresponding liability to the Parent company when recording these assets on the
historical carve -out financial statements.

Index to Exhib its, page II -4

6. We note that some of your exhibits have been filed in preliminary form, including the
Contribution Agreement , Limited Partnership Agreement, and Omn ibus Agreement.
Please file all agreements in final form, or, in the alternative, please ensure that the
preliminary forms of such agreements comply with Instruction 1 to Item 601 of
Regulation S -K.

Legal Opinion , Exhibit 5.1

7. Please revise the legal opinion to address whether purchasers of the securities will have
any obligation to make payments to the registrant or its creditors (other than the purchase
price for the securities) or contributions to the registrant or its creditors solely by reason
of the purchasers' own ership of the securities.  See Section II.B.1.b. of Staff Legal
Bulletin No. 19.

Tax Opinion , Exhibit 8.1

8. We note the statement that the opinion is based on various facts and assumptions. Please
clearly disclose the specific facts and assumptions upon w hich the opinion is based.
Please note, the assumptions and qualifications must be reasonable and may not assume
the tax consequences at issue. See Item III.C.3 of Staff Legal Bulletin No. 19.

Albert Chao
Westlake Chemical Partners LP
July 18, 2014
Page 3

 You may contact Nudrat Salik, Staff Accountant at (202) 551 -3692  or, in her absence, Al
Pavot, Staff Accountant  at (202) 551 -3738  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202)
551-3345  or, in her absence, Craig Slivka , Special Counsel  at (202) 551 -3729 with any other
questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director

Cc: Via E -mail
 David P. Oelman, Esq.