SecProbe.io

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 Capital Clean Energy Carriers Corp.
 3 Iassonos Street Piraeus, 18537
Greece May 8, 2025
 Via EDGAR Securities and Exchange Commission,
 Division of Corporation Finance, 100 F. Street, N.E.,
 Washington, D.C. 20549

 Re:
 Capital Clean Energy Carriers Corp.

  
 Registration Statement on Form F-3

  
 Filed April 29, 2025

  
 File No. 333-286825
 Ladies and Gentlemen: Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Capital Clean Energy Carriers Corp. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form F-3, file number 333-286825 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 5:00 PM (EDT), on May 12, 2025, or as soon as practicable thereafter.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform John Horsfield-Bradbury at Sullivan & Cromwell LLP at +44 20 7959 8491.

 Very truly yours,

 Capital Clean Energy Carriers Corp.

 By:

 /s/ Gerasimos (Jerry) Kalogiratos

 Name:

 Gerasimos (Jerry) Kalogiratos

 Title:

 Chief Executive Officer

 cc:
 John Horsfield-Bradbury
 Abigail Yevnin
 (Sullivan & Cromwell LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Gerasimos Kalogiratos
Chief Executive Officer
Capital Clean Energy Carriers Corp.
3 Iassonos Street
Piraeus, 18537 Greece

 Re: Capital Clean Energy Carriers Corp.
 Registration Statement on Form F-3
 Filed April 29, 2025
 File No. 333-286825
Dear Gerasimos Kalogiratos:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: John Horsfield-Bradbury, Esq.
</TEXT>
</DOCUMENT>

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Acceleration Request

 Capital Clean Energy Carriers Corp.

3 Iassonos Street

 Piraeus, 18537
Greece

 October 22, 2024

 Via EDGAR

 Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F. Street, N.E.,

 Washington, D.C.
20549

Re:
 Capital Clean Energy Carriers Corp.

Registration Statement on Form F-3

File No. 333-282610

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Capital Clean Energy Carriers Corp. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form F-3, file number 333-282610 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 5:00 PM (EDT), on October 24, 2024, or as soon as practicable thereafter.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform Richard Pollack at Sullivan & Cromwell LLP at +4420-7959-8404.

Very truly yours,

Capital Clean Energy Carriers Corp.

By:

 /s/ Gerasimos (Jerry) Kalogiratos

Name:

Gerasimos (Jerry) Kalogiratos

Title:

Chief Executive Officer

cc:

Richard Pollack

Abigail Yevnin

(Sullivan & Cromwell LLP)

October 21, 2024
Gerasimos (Jerry) Kalogiratos
Chief Executive Officers
Capital Clean Energy Carriers Corp.
3 Iassonos Street
Piraeus, 18537 Greece
Re:Capital Clean Energy Carriers Corp.
Registration Statement on Form F-3
Filed October 11, 2024
File No. 333-282610
Dear Gerasimos (Jerry) Kalogiratos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Pollack

United States securities and exchange commission logo
September 29, 2023
Gerasimos Kalogiratos
Chief Executive Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, 18537 Greece
Re:Capital Product Partners L.P.
Registration Statement on Form F-3
Filed September 25, 2023
File No. 333-274680
Dear Gerasimos Kalogiratos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell, Staff Attorney, at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard Pollack

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CORRESP

 Capital Product Partners L.P.

3 Iassonos Street

 Piraeus, 18537
Greece

 September 29, 2023

 Via EDGAR

 Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F. Street, N.E.,

 Washington, D.C.
20549

Re:
 Capital Product Partners L.P.

Registration Statement on Form F-3

File No. 333-274680

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Capital Product Partners L.P. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form F-3, file number 333-274680 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 5:00 PM (EDT), on September 29, 2023, or as soon as practicable thereafter.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform Richard Pollack at Sullivan & Cromwell LLP at +4420-7959-8404.

Very truly yours,

Capital Product Partners L.P.

By: Capital GP L.L.C., its general partner

By:

 /s/ Gerasimos (Jerry) Kalogiratos

Name:

Gerasimos (Jerry) Kalogiratos

Title:

Chief Executive Officer of Capital GP L.L.C.

cc:
 Richard Pollack

Abigail Yevnin

(Sullivan & Cromwell LLP)

October 30, 2019
Gerasimos Kalogiratos
Chief Executive Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, 18537 Greece
Re:Capital Product Partners L.P.
Registration Statement on Form F-3
Filed October 25, 2019
File No. 333-234318
Dear Mr. Kalogiratos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard Pollack

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 October 30, 2019

Via EDGAR

 Securities and Exchange Commission,

Division of Corporation Finance,

 100 F. Street, N.E.,

Washington, D.C. 20549

Re:
 Capital Product Partners L.P.

Registration Statement on Form F-3

File No. 333-234318

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Capital Product Partners L.P. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form F-3, file number 333-234318 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 4:00 PM (EDT), on November 1, 2019, or as soon as practicable thereafter.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform Richard Pollack at Sullivan & Cromwell LLP at +4420-7959-8404.

Very truly yours,

Capital Product Partners L.P.

By: Capital GP L.L.C., its general partner

By:

 /s/ Gerasimos (Jerry) Kalogiratos

Name:

Gerasimos (Jerry) Kalogiratos

Title:

Chief Executive Officer of Capital GP L.L.C.

cc:
 Richard Pollack

Abigail Yevnin

(Sullivan & Cromwell LLP)

Mail Stop 4628

October 12 , 201 7

Via E-Mail
Gerasimos Kalogiratos
Chief Executive  Officer  and Chief Financial Officer
Capital GP L.L.C
3 Iassonos Street
Piraeus
18537 Greece

 Re: Capital Product Partners L.P .
  Form 20-F for the Fiscal  Year Ended December 31, 2016
  Filed February 3 , 2017
File No. 1-33373

Dear Mr. Kalogiratos :

We refer you to our comment letter  dated  September 28, 2017  regarding business
contacts with Sudan .  We have completed our review of this subject matter.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Anne Parker
  Assistant Director

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 October 5, 2017

Ms. Cecilia Blye,

 Chief,

Office of Global Security Risk,

 Securities and Exchange
Commission,

 100 F Street, N.E.,

 Washington, DC 20549,

USA.

Re:
Capital Product Partners L.P.

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed February 3, 2017

File No. 1-33373

 Dear Ms. Blye,

Thank you for your letter, dated September 28, 2017, setting forth comments of the Staff of the Securities and Exchange Commission (the
“Staff”) relating to the Annual Report on Form 20-F of Capital Product Partners L.P. (“CPLP” or the “Partnership”) for the year ended December 31, 2016 (the “2016 Form 20-F”).

 To facilitate the Staff’s review of our response, we have included in this letter the
caption and numbered comment from the Staff’s comment letter in bold text, and have provided our response immediately following each comment.

Risk Factors, page 9

 Our vessels may be chartered or sub-chartered, or call on ports, located in countries that are subject to restrictions and sanctions…, page 34

1.
You disclose on page 37 of your 2014 Form 20-F that one vessel in your fleet made two port calls to Sudan in 2014. Please tell us the approximate dollar amounts of any
associated revenues, assets, and liabilities for these port calls to Sudan.

 At the time of both port calls to Sudan in
2014, the vessel in question was operating under a two-year time charter (the “Time Charter”) entered into between the Partnership, as the vessel owner, and Capital Maritime & Trading Corp.
(“Capital Maritime”), the parent company of the general partner to the Partnership, as the charterer. The Time Charter had commenced on December 3, 2013.

During the course of the Time Charter, Capital Maritime sub-chartered the vessel to an unaffiliated
third party pursuant to two separate time charters for a total duration of approximately 91 days (the “Sub-Charters”). While the vessel was being operated by such third party under the Sub-Charters, the vessel made two calls to Sudanese ports to discharge vegetable oils.

 CAPITAL PRODUCT
PARTNERS L.P.

 3 lassonos St., Piraeus 18537, GREECE, Tel: +30 210 4584950,

Fax: +30 210 4284285, E-mail: info@capitalpplp.com, www.capitalpplp.com

 Under the Time Charter, the Partnership, as the vessel owner, earned revenues at the pre-agreed fixed rate of $17,000 per day from Capital Maritime. Capital Maritime in turn earned revenues at the pre-agreed daily charter rates from the sub-charterer under the Sub-Charters. As a result, CPLP did not earn any direct revenues from the sub-charterer, including in respect
of the port calls in Sudan. Total revenues earned by Capital Maritime under the Sub-Charters for the entire term of the Sub-Charters were $2.0 million, representing
approximately 0.6% of total revenues earned by Capital Maritime in 2014.

2.
In your 2016 Form 20-F, you state that in 2016 none of your vessels made port calls in Cuba or Syria. You make no statement about Sudan. Please tell us whether any vessels made
port calls in Sudan in 2016.

 In response to the Staff’s comment, CPLP respectfully advises the Staff that no
vessels owned by the Partnership or owned or chartered in by Capital Maritime made any port calls in Sudan in 2016.

*    *    *

We are available to discuss any of the foregoing with you at your convenience.

Very truly yours,

Capital Product Partners L.P.

By: Capital GP L.L.C., its general partner

/s/ Gerasimos (Jerry) Kalogiratos

Gerasimos (Jerry) Kalogiratos

Chief Executive Officer

and Chief Financial Officer of Capital GP L.L.C.

cc:
Anne Parker

 Assistant Director, Office of Global Security Risk

(Securities and Exchange Commission)

Richard A. Pollack

Eric J. Kadel

Christoph Vonlanthen

(Sullivan & Cromwell LLP)

 CAPITAL PRODUCT PARTNERS L.P.

3 lassonos St., Piraeus 18537, GREECE, Tel: +30 210 4584950,

Fax: +30 210 4284285, E-mail: info@capitalpplp.com, www.capitalpplp.com

Mail Stop 4628

September 28, 201 7

Via E-Mail
Gerasimos Kalogiratos
Chief Executive  Officer  and Chief Financial Officer
Capital GP L.L.C
3 Iassonos Street
Piraeus
18537 Greece

 Re: Capital Product Partners L.P .
  Form 20-F for the Fiscal  Year Ended December 31, 2016
  Filed February 3 , 2017
File No. 1-33373

Dear Mr. Kalogiratos :

We have limited our review of your filing to your contacts with countries that have been
identified as  state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with informat ion so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your fac ts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Risk Factors, page 9
Our vessels may be chartered or sub -chartered, or call on ports, located in countries that are
subject to restrictions and sanctions…, page 34

1. You disclose on page 37 of your 2014 Form 20 -F that one vessel in your fleet made two
port calls to Sudan in 2014.  Please tell us the approximate dollar amounts of any
associated revenues, assets, and liabilities for these port calls to Sudan .

2. In your 2016 Form 20 -F, you state that in 2016  none of your vessels made port calls in
Cuba or Syria .  You make no statement about Sudan.   Please tell us whether any vessels
made port calls in Sudan in 2016.

Gerasimos Kalogiratos
Capital GP L.L.C
 September 28, 2017
 Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Anne Parker
  Assistant Direc tor

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CORRESP

 April 22, 2016

Via Edgar

 Justin Dobbie,

      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-3

                         File
No. 333-210394

 Dear Mr. Dobbie:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Capital Product Partners L.P. (the
“Company”) hereby respectfully requests acceleration of effectiveness of the above-captioned Registration Statement on Form F-3 to 5:00 p.m. Eastern Standard Time, on April 25, 2016, or as soon thereafter as practicable.

There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has
been filed herewith.

 In requesting acceleration of effectiveness of the registration statement, the Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States

 *****

Sincerely,

 Capital Product
Partners, L.P.

 By: Capital GP L.L.C., its

general partner

/s/ Jerry Kalogiratos

Name: Jerry Kalogiratos

 Title:
Chief Executive

 Officer and Chief Financial

Officer of Capital GP L.L.C.

Mail Stop 3561

April 20, 2016

Gerasimos Kalogiratos
Chief Executive Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, 18537 Greece

Re: Capital Product Partners L.P .
  Registration Statement on Form F-3
Filed  March 24, 2016
  File No.  333-210394

Dear Mr. Kalogiratos :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge 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 Act of 193 3 and
all applicable Securities  Act rules require.   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 the event you request acceleration of t he effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclos e the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ad equacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unit ed States.

Gerasimos Kalogiratos
Capital Product Partners L.P .
April 20, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact John Stickel at 202 -551-3324 with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

January 26, 2015

Petros Christodoulou
Chief Executive Officer and
Chief Financial Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, 18537 Greece

Re: Capital Product Partners L.P.
 Form 20-F for Fiscal Year Ended December 31, 2013
Filed February 18, 2014
File No. 001 -33373

Dear Mr. Chirstodoulou :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  We urge 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 rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

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November 26th, 2014

Lyn Shenk,

Branch Chief,

Division of Corporation Finance,

Securities and Exchange Commission,

100 F Street, N.E., Washington, D.C. 20549.

Re:

Capital Product Partners L.P.

Form 20-F for Fiscal Year Ended December 31, 2013

Filed February 18, 2014

File No. 001-33373

Dear Ms. Shenk:

On behalf of Capital Product Partners L.P. (the “Company”), this letter responds to the comment of the staff of the Securities and Exchange Commission (the “Staff”) set forth in its letter of November 13, 2014.

The response set forth in this letter is the response of the Company.  The Staff’s comment is set forth in boldface type.  The Company’s response follows the Staff’s comment.

Notes to the Consolidated Financial Statements, page F-8

Note 13. Partners’ Capital, page F-41

1.

We note that certain holders of Class B Convertible Preferred Units converted 5,733,333 of their units into Common Units during 2013, presumably at the specified conversion price per share of $9. Please tell us how the conversion was recorded in greater detail and how the conversion was reported in the consolidated statement of changes in partners’ capital.

CAPITAL PRODUCT PARTNERS L.P.

3 lassonos St., Piraeus  18537, GREECE, Tel: +30 21 0 4584950,

Fax: +30 210  4284285, E-mail: info@capitalpplp.com, www.capitalpplp.com

-2-

Response:  During May and June 2012, and March 2013, the Company entered into a Class B Convertible Preferred Unit Subscription Agreement with various investors.  In accordance with these agreements, the Company issued an aggregate of 24,655,554 Class B Convertible Preferred Units (the “Class B Units”) at the conversion price of $9 per Class B Unit (an effective conversion rate of one Common Unit per one Class B Unit). The net proceeds received by the Company totaled (in thousands) $208,976.

During 2013, 5,733,333 of the Class B Units were converted into Common Units per the terms stated above, amounting to (in thousands) $50,318.

The Company respectfully advises the Staff that the Company inadvertently omitted to record the reclassification with respect to the conversion of the Class B Units into Common Units in its books and, as such, this reclassification is not reflected in its consolidated balance sheet as of December 31, 2013 and in the Company’s consolidated statements of changes in partners’ capital as between December 31, 2012 and December 31, 2013.  Specifically, in the Company’s consolidated balance sheet as of December 31, 2013, the amounts in respect of the line items “Limited Partners - Common (88,440,710 and 69,372,077 units issued and outstanding at December 31, 2013 and 2012, respectively)” and “Limited Partners - Preferred (18,922,221 and 15,555,554 Class B units issued and outstanding at December 31, 2013 and 2012, respectively)”, should total (in thousands) $609,473 and $162,703, respectively, as compared with the as-filed figures of $559,155 and $213,021, respectively.

The amount of total partners’ capital (in thousands) of $781,426 is unchanged, and no other financial statement line items were impacted by this reclassification, including net income per Common Unit (basic and diluted), as the converted Class B Units were included in the calculation.

-3-

In the Company’s consolidated statements of changes in partners’ capital as between December 31, 2012 and December 31, 2013, a new line item reflecting the conversion of the Class B Units to Common Units should be included, resulting in (in thousands) an increase of $50,318 to the Company’s common limited partners’ balance at December 31, 2013, and an equivalent decrease of $50,318 to the Company’s preferred limited partners’ balance as at the same date.  Thus, as in the Company’s consolidated balance sheet as of December 31, 2013, the amounts in respect of the Company’s common limited partners and the Company’s preferred limited partners, each at December 31, 2013, should total (in thousands) $609,473 and $162,703, respectively, as compared with the as-filed figures of $559,155 and $213,021, respectively, but the amount of total partners’ capital (in thousands) of $781,426 is unchanged.

As discussed below, the Company has concluded that this error is not material and will correct its disclosure in its Form 20-F for the fiscal year ending December 31, 2014. Annex A sets out our proposed disclosure.

In evaluating whether the error was material, the Company evaluated both quantitative and qualitative factors in accordance with the guidance in SEC Staff Accounting Bulletin No. 99 – Materiality, and SEC Staff Accounting Bulletin No. 108 – Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.

Materiality is defined in the Statement of Financial Accounting Concepts No. 2 as follows:  “The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item”.

-4-

Correction of this error will result only in a reclassification within the Company’s equity, by increasing the Common Units by (in thousands) $50,318 and decreasing the Preferred Units by the same amount.  Such reclassification does not have any effect on (i) the Company’s compliance with its loan covenants; (ii) the Company’s earnings per unit, as the total number of units has been calculated accurately along with the weighted average units; (iii) voting rights of the Company’s unitholders, given that the total number of units has been calculated accurately; (iv) the ratios users of the Company’s financial statements would believe are significant; or (v) the Company’s total equity.  Based upon the factors discussed above, the Company concluded that there was not a substantial likelihood that a reasonable person relying upon the Company’s financial statements would have been influenced by the corrections.

In light of the foregoing, the Company respectfully requests that the Staff accept the Company’s proposal to correct such data in its future Form 20-F filing for the fiscal year ending December 31, 2014.

In addition, the Company has reviewed the facts and circumstances related to the omission of the reclassification of these units, including considering the significance of the potential misstatement and whether there was a reasonable possibility that our controls would fail to prevent, or detect and correct a material misstatement of an account balance or disclosure.

Based on this review, we concluded that an enhancement to our control environment will be sufficient to effectively address such instances in the future.  In reaching this conclusion, we considered the actual amount of the error and the fact that it was a reclassification between two components within Partners Capital, and did not have an effect on Total Partners capital, Partnership’s net income or Net income per unit.

* * * * *

Please do not hesitate to contact me at +30 (210) 4584 950 if you have any questions regarding the foregoing.

-5-

CAPITAL PRODUCT PARTNERS L.P.

By:  Capital GP L.L.C., its general partner

/s/ Petros Christodoulou

Name:     Petros Christodoulou

Title:        Chief Executive Officer and Chief Financial Officer of Capital GP L.L.C.

cc:

Andrew Mew

Stephen Kim

Doug Jones

(Securities and Exchange Commission)

Analia Kokkoris

(Deloitte Hadjipavlou Sofianos & Cambanis S.A.)

Jay Clayton

Vijay S. Iyer

Jeffrey A. Mason

(Sullivan & Cromwell LLP)

Annex A1

Consolidated Statement of Changes in Partners’ Capital

(In thousands of United States Dollars)

General Partner

Limited Partners

Common

Limited Partners

Preferred

Total

Accumulated Other Comprehensive Loss

Total

Balance at December 31, 2013

$ 9,250

$559,155

$213,021

$781,426

—

$781,426

Distributions declared and paid (distributions per common and preferred unit) (Note 13)

—

Partnership’s net income

—

Issuance of Partnership’s units (Note 13)

—

—

Reclassification of Class B preferred units to common units (refer to Note XX)

—

50,318

(50,318)

—

—

—

Balance at December 31, 2014

Note XX

Immaterial reclassification

As noted in Note 13, during the year ended December 31, 2013, various holders of the Class B Units converted 5,733,333 Class B Units into Common Units valued at $50,318.  The Company did not reflect the value of this conversion in its Consolidated Statements of Changes in Partners’ Capital for the year ended December 31, 2013 and its Consolidated Balance Sheet as at December 31, 2013.  Total Partners’ Capital remained unchanged as the reclassification impacted only the Company’s Limited Partners - Common and the Company’s Limited Partners - Preferred, and no other financial statement line items were impacted by this reclassification.  This includes net income per Common Unit (basic and diluted), as the converted Class B Units were appropriately included in the net income per unit calculation.

Management has quantitatively and qualitatively evaluated the materiality of the error and has determined that the misstatement was immaterial to the annual financial statements for the year ended December 31, 2013.

Accordingly, the reclassification was recorded prospectively in the Company’s Consolidated Statements of Changes in Partners’ Capital and its Consolidated Balance Sheet as at and for the year ended December 31, 2014, which resulted in an increase of $50,318 to the Company’s Limited Partners - Common and an equivalent decrease of $50,318 to the Company’s Limited Partners Preferred.

______________

1

The financial data that is not included in the table above will be inserted in the Company’s Form 20-F for the fiscal year ending December 31, 2014 once audited figures become available.

November 13, 2014

Via E -mail
Petros Christodoulou
Chief Executive Officer and
Chief Financial Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, 18537 Greece

Re: Capital Product Partners L.P.
 Form 20-F for Fiscal Year Ended December 31, 2013
Filed February 18, 2014
File No. 001-33373

Dear Mr. Chirstodoulou :

We have reviewed your filing  and have the following comment .  In our comment , we ask
you to provide us with information so we may better understand your disclosure.

Please r espond to this letter within ten business days by providing any  reque sted
information .  If you do not believe our comments apply to your facts and circumstances, please
tell us why in y our response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Notes to the Consolidated Financial Statements, F -8

Note 13. Partners’ Capital, page F -41

1. We note that certain holders of Class B Convertible Preferred Units converted 5,733,333
of their units into Common Units during 2013, presumably at the specified conversion
price per share of $9.  Please tell us how the conversion was recorded in greater detail
and how the conversion was reporte d in the consolidated statement  of changes in
partners’ capital .

We urge 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 Exchang e Act of
1934 and all applicable Exchange Act rules require.   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.

Petros Christodoulou
Capital Product Partners L.P.
November 13, 2014
Page 2

 In responding to our comments, please provide  a written statement from the company
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 Uni ted States.

You may contact Stephen Kim  at 202-551-3291  or Doug Jones  at 202-551-3309  if you
have any questions.

Sincerely,

 /s/ Andrew D. Mew

For Lyn Shenk
Branch Chief

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

      DIVISION OF
CORPORATION FINANCE

September 18, 2014

Via E-mail
Ioannis E. Lazaridis
Chief Executive Officer and Chief  Financial Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus
18537 Greece

 Re: Capital Product Partners L .P.
  Form 20-F for the Fiscal Year Ended December 31 , 2013
  Filed February 18 , 2014
  File No. 1-33373

Dear M r. Lazaridis :

We refer you to our comment letter dated September 4, 2014 regarding potential business
contacts with Sudan.  We have completed our review of this subject matter.  We remind you that
our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the comp any
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.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in t he filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Glo bal Security Risk

cc:  Andrew Mew
  Assistant Director  (Acting)
 Division of Corporation Finance

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    Unassociated Document

September 11, 2014

By E-mail

Cecilia Blye,

Division of Corporation Finance,

Office of Global Security Risk,

Securities and Exchange Commission,

100 F Street, N.E.,

Washington, D.C. 20549.

Re:

Capital Product Partners L.P.

Form 20-F for the fiscal year ended December 31, 2013

Filed February 18, 2014

File No. 001-33373

Dear Ms. Blye:

On behalf of Capital Product Partners L.P. (the “Company”), this letter responds to the comment of the staff of the Securities and Exchange Commission (the “Staff”) set forth in its letter of September 4, 2014.

The response set forth in this letter is the response of the Company.  The Staff’s comment is set forth in boldface type.  The Company’s response follows the Staff’s comment.

Risk Factors, page 10

Our vessels may call on ports located in countries that are subject to restrictions and sanctions…, page 34

1.

You state that in 2013 none of your vessels made port calls in Cuba or Syria, but you make no statement about port calls in Sudan.  Please tell us whether any of your vessels made port calls in Sudan.

Cecilia Blye

-2-

Company Response:  We confirm to the Staff that none of the Company’s vessels made any port calls in Sudan in 2013.

* * * * *

If you have any questions relating to the foregoing, please feel free to call me at (212) 558-3445.  I may also be reached by facsimile at (212) 558-3588 and by e-mail at claytonwj@sullcrom.com.  In my absence, please call Vijay S. Iyer at (212) 558-1671.  He may also be reached by facsimile at (212) 291-9851 and by e-mail at iyerv@sullcrom.com.

Very truly yours,

/s/ Jay Clayton

Jay Clayton

cc:

Andrew Mew

Jennifer Hardy

(Securities and Exchange Commission)

Petros Christodoulou

(Capital Product Partners L.P.)

Eric J. Kadel, Jr.

Vijay S. Iyer

Rosita H.Y. Lee

(Sullivan & Cromwell LLP)

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

      DIVISION OF
CORPORATION FINANCE

September 4 , 2014

Via E-mail
Ioannis E. Lazaridis
Chief Executive Officer and Chief  Financial Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus
18537 Greece

 Re: Capital Product Partners L .P.
  Form 20-F for the Fiscal Year Ended December 31 , 2013
  Filed February 18 , 2014
  File No. 1-33373

Dear M r. Lazaridis :

We have limited our review of your filing to your contacts with countries that have been
identified as  state sponsors of terrorism, and we have the following comment .  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comment , we ask  you to provide us with informat ion so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment  applies to yo ur facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to th is comment , we may have
additional comments.

Risk Factors , page 1 0
Our vessels may call on ports located in countries that are subject to restrictions and sanctions…,
page 34

1. You state that in 2013 none of your vessels made port calls in Cuba or Syria, but you
make no statement about port calls in Sudan.   Please tell us whether any of your vessels
made port calls in Sudan.

Ioannis E. Lazaridis
Capital Product Partners L.P.
September 4 , 2014
Page 2

 We urge 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 compa ny and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comment , please provide a written statement from the c ompany
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 respec t 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.

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comment  or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Andrew Mew
  Assistant Director  (Acting)
 Division of Corporation Finance

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Correspondence

 November 8, 2012

 By E-mail

 Juan Migone,

     Division of Corporation Finance,

        Securities and Exchange Commission,

             100 F Street, N.E.,

                Washington, D.C. 20549.

Re:
Capital Product Partners L.P.

Form 20-F for the fiscal year ended December 31, 2011

Filed February 13, 2012

File No. 001-33373

 Dear Mr. Migone:

 On behalf of Capital Product Partners L.P. (the “Company”), this letter is a supplemental response to the comments
of the staff of the Securities and Exchange Commission (the “Staff”) discussed in a phone call on October 24, 2012, following the Company’s initial response to the Staff in a letter on October 19, 2012. The Staff requested
that the Company provide supplemental information regarding the Item 5 disclosure in its Form 20-F for the year ended December 31, 2011 relating to vessel lives and impairment.

The supplemental information provided in this letter is provided by the Company. For ease of review, we have repeated the Staff’s
comments in boldface type and the supplemental information follows.

Juan Migone

 -
 2
-

 Item 5. Operating and Financial Review and Prospects, page 58

 Vessel Lives and Impairment, page 72

You state that, in developing estimates of future cash flows, you made assumptions about future charter rates, utilization rates, ship
operating expenses, future drydocking costs and the estimated remaining useful life of the vessels. In addition, you state on page 9 that a decrease in the future charter rate and/or market value of our vessels could potentially result in an
impairment charge. In this regard, please tell us and expand your disclosure to discuss, in more detail, the material assumptions used in your impairment analysis. Also, since these assumptions appear susceptible to change, please consider including
a detailed sensitivity analysis.

 You state that assumptions used to develop estimates of future undiscounted cash
flows are based on historical trends. Please expand this disclosure to discuss the time periods involved in your use of historical trends, and how current charter rates compare to the rates you used in your impairment analysis.

The Company acknowledges the Staff’s comment and, in future filings, will revise the disclosure for Vessel Lives and Impairment to
include additional disclosure of the Company’s analysis of the sensitivity of critical accounting estimates and assumptions to changes in conditions and assumptions used in the impairment analysis for vessels, including the historical trend
analysis underlying such assumptions.

 In the impairment analysis for the year ended December 31, 2011, the Company made
estimates and assumptions relating to determining the projected undiscounted net operating cash flows by considering the following:

•

 the charter revenues from existing time charters for the fixed fleet days (Company’s remaining charter agreement rates);

•

 vessel operating expenses;

•

 drydocking expenditures;

Juan Migone

 -
 3
-

•

 an estimated gross daily time charter equivalent for the unfixed days (based on the 10-year average historical voyage freight rate Time Charter
Equivalent) over the remaining economic life of each vessel, excluding days of scheduled off-hires;

•

 residual value of vessels;

•

 fixed commercial and technical management fees, assuming an annual increase of 3%; and

•

 a utilization rate of 98.6% based on the fleet’s historical performance; and

•

 the remaining estimated life of our vessels.

 The Company intends to disclose and discuss these estimates and assumptions in its Form 20-F for the year ended December 31, 2012.

In that regard, the Company expects that it would note the following (updated to reflect information available prior to the filing):

 Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such
assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. Charter rates may remain at depressed
levels for some time which could adversely affect the Company’s revenue and profitability, and future assessments of vessel impairment.

 The Company’s assumptions consider historical trends and its accounting policies, as follows:

•

 in accordance with the prevailing industry standard, depreciation is calculated using an estimated useful life of 25 years for the Company’s
tankers, commencing at the date the vessel was originally delivered from the shipyard;

•

 estimated useful life of vessels takes into account design life, commercial considerations and regulatory restrictions based on our fleet’s
historical performance;

Juan Migone

 -
 4
-

•

 estimated charter rates are based on rates under existing vessel contracts and thereafter at market rates at which we expect we can re-charter our
vessels based on market trends;

•

 estimates of vessel utilization, including estimated off-hire time and the estimated amount of time our tankers may spend operating in the spot tanker
market, based on the historical experience of our fleet;

•

 estimates of operating expenses and drydocking expenditures are based on historical operating and drydocking costs based on the historical experience
of our fleet and our expectations of future inflation and operating requirements;

•

 vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate of $180; and

•

 the remaining estimated lives of our vessels used in our estimates of future cash flows are consistent with those used in our depreciation
calculations.

 The impairment test that the Company conducts is most sensitive to variances in future time
charter rates. Based on the sensitivity analysis performed by the Company, the Company would begin recording impairment on its vessels for time charter declines from their [            ]
year historical averages as follows:

Percentage Decline from which
Impairment Recorded

 Vessel

As of
December 31,
2012

As of
December 31,
2011

 Product tankers

[    ]%

[    ]%

 VLCCs and Suezmax vessels

[    ]%

[    ]%

 Cape vessel

[    ]%

[    ]%

Juan Migone

 -
 5
-

 As of December 31, 2011 and December 31, 2012, our current rates for time
charters on average were above or below their [            ] year historical averages as follows:

Time Charter Rates as
Compared with [    ]-
year Historical Average
(as
percentage
above/(below))

 Vessel

As of
December 31,
2011

As of
December 31,
2012

 Product tankers

[    ]%

[    ]%

 VLCCs and Suezmax vessels

[    ]%

[    ]%

 Cape vessel

[    ]%

[    ]%

 * * * * *

Juan Migone

 -
 6
-

 On behalf of the Company and its advisors, we once again thank you and the Staff for
your assistance to date in connection with the review of the Company’s submission.

 If you have any questions relating
to the foregoing, please feel free to call me at (212) 558-3445. I may also be reached by facsimile at (212) 558-3588 and by e-mail at claytonj@sullcrom.com. In my absence, please call Vijay S. Iyer at (212) 558-1671. He may also be
reached by facsimile at (212) 291-9851 and by e-mail at iyerv@sullcrom.com.

Very truly yours,

/s/ Jay Clayton

Jay Clayton

cc:
David R. Humphrey

(Securities and Exchange Commission)

Ioannis E. Lazaridis

Irina Taka

(Capital Product Partners L.P.)

Analia Kokkoris

Sophie Manolis

(Deloitte Hadjipavlou Sofianos & Cambanis S.A.)

Vijay S. Iyer

Rosita H.Y. Lee

(Sullivan & Cromwell LLP)

November 8 , 2012
Mr. Ioannis Lazaridis
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, Greece 18537

Re: Capital Product Partners L.P.
 Form 20-F for the fiscal year ended December 31, 2011
Filed February 13, 2012
File No. 001 -33373

Dear Mr. Lazaridis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge 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 rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting B ranch Chief

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Correspondence

 November 8, 2012

 By E-mail

 Max A. Webb

   Division of Corporation Finance,

     Securities and Exchange
Commission,

       100 F Street, N.E.,

         Washington, D.C. 20549.

Re:
Capital Product Partners L.P.

Amendment No. 2 to the Registration Statement on Form F-3

File No. 333-184209

 Dear Mr. Webb:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Capital Product
Partners L.P. (the “Company”) hereby respectfully requests acceleration of effectiveness of the above-captioned Registration Statement on Form F-3, as amended, to 5:00 p.m. Eastern Standard Time, on November 8, 2012, or as soon thereafter
as practicable.

 There are no underwriters in connection with the registration and, therefore, no request for acceleration or
consent by an underwriter has been filed herewith.

 In requesting acceleration of effectiveness of the registration statement,
the Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 -2-

 Max A. Webb

•

 the Company may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 * * * * *

On behalf of the Company and its advisors, we once again thank you and the Staff for your assistance to date in connection with the
review of the Company’s submission.

 If you have any questions relating to the foregoing, please call Jay Clayton of
Sullivan & Cromwell LLP at (212) 558-3445. He may also be reached by facsimile at (212) 558-3588 and by e-mail at claytonj@sullcrom.com. In his absence, please call Vijay S. Iyer at (212) 558-1671. He may also be
reached by facsimile at (212) 291-9851 and by e-mail at iyerv@sullcrom.com. In addition, we would be grateful if you could notify Mr. Clayton or Mr. Iyer when this request for acceleration has been granted.

Very truly yours,

/s/ Ioannis E. Lazaridis

Ioannis E. Lazaridis

cc:
Sonia Bednarowski

(Securities and Exchange Commission)

Irina Taka

(Capital Product Partners L.P.)

Analia Kokkoris

Sophie Manolis

(Deloitte Hadjipavlou Sofianos & Cambanis S.A.)

Jay Clayton, Esq.

Vijay S. Iyer

Rosita H.Y. Lee

(Sullivan & Cromwell LLP)

November 1 , 2012

Via E -mail
Ioannis E. Lazaridis
Chief Executive Officer and Chief Financial Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, 18537 Greece

Re: Capital Product Partners L.P.
  Amendment No. 1 to Registration Statement on Form F-3
Filed  October 19, 2012
  File No.  333-184209

Dear Mr. Lazaridis:

We have reviewed your responses to the comments in our letter dated October 15, 2012
and have the following additional comments.  All page numbers below correspond to the marked
version of your filing.

Exhibits, page II -1

1. Please revise to remove the words “or as an exhibit to a prospectus supplement  to this
registration statement ” on page II -1.  Please note th at there are no exhibits to a prospectus
supplement.

Signatures, page II -4

2. Please revise to have Mr. Lazaridis sign in his capacity as your principal executive
officer, principal financial officer and principal accounting officer , and please have at
least a majority of your board of directors  sign in their capacities as such.

Ioannis E. Lazaridis
Capital Product Partners L.P.
November 1 , 2012
Page 2

 Please contact Sonia Bednarowski at (202) 551 -3666  or me at (202) 551 -3750  with any
questions.

Sincerely,

 /s/ Max A. Webb

 Max A. Webb
Assistant Director

Via E -mail
Vijay Iyer , Esq.
Sullivan & Cromwell LLP

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SEC Response Letter

 October 19, 2012

 By E-mail

 David R. Humphrey,

Division of Corporation Finance,

 Securities and Exchange Commission,

 100 F Street, N.E.,

Washington, D.C. 20549.

Re:
Capital Product Partners L.P.

Form 20-F for the fiscal year ended December 31, 2011

Filed February 13, 2012

File No. 001-33373

 Dear
Mr. Humphrey:

 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 October 15, 2012.

 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.

 Item 4. Information on the Partnership,
page 38

 Our Fleet, page 44

1.
On page 47, you indicate that the aggregate carrying value of your vessels, assessed separately, exceeds their aggregate basic charter-free market value by
approximately $92.7 million. On an ongoing basis, please discuss this matter on a comparative basis.

 David R. Humphrey

 -
 2
-

 R: The Company has reviewed the Staff’s comment and confirms that it will revise
future filings accordingly.

 Item 5. Operating and Financial Review and Prospects, page 58

Vessel Lives and Impairment, page 72

2.
You state that, in developing estimates of future cash flows, you made assumptions about future charter rates, utilization rates, ship operating expenses, future
drydocking costs and the estimated remaining useful life of the vessels. In addition, you state on page 9 that a decrease in the future charter rate and/or market value of our vessels could potentially result in an impairment charge. In this regard,
please tell us and expand your disclosure to discuss, in more detail, the material assumptions used in your impairment analysis. Also, since these assumptions appear susceptible to change, please consider including a detailed sensitivity analysis.

 R: The Company has reviewed the Staff’s comment and confirms that it will revise future filings
accordingly.

3.
You state that assumptions used to develop estimates of future undiscounted cash flows are based on historical trends. Please expand this disclosure to discuss the
time periods involved in your use of historical trends, and how current charter rates compare to the rates you used in your impairment analysis.

 R: The Company has reviewed the Staff’s comment and confirms that it will revise future filings accordingly.

 * * * * *

 David R. Humphrey

 -
 3
-

 On behalf of the Company and its advisors, we once again thank you and the Staff for
your assistance to date in connection with the review of the Company’s submission.

 If you have any questions relating
to the foregoing, please feel free to call me at (212) 558-3445. I may also be reached by facsimile at (212) 558-3588 and by e-mail at claytonj@sullcrom.com. In my absence, please call Vijay S. Iyer at (212) 558-1671. He may also be
reached by facsimile at (212) 291-9851 and by e-mail at iyerv@sullcrom.com.

Very truly yours,

/s/ Jay Clayton

Jay Clayton

cc:

Juan Migone

(Securities and Exchange Commission)

Ioannis E. Lazaridis

Irina Taka

(Capital Product Partners L.P.)

Analia Kokkoris

Sophie Manolis

(Deloitte Hadjipavlou Sofianos & Cambanis S.A.)

Vijay S. Iyer

Rosita H.Y. Lee

(Sullivan & Cromwell LLP)

October 15, 2012

Via E -mail
Ioannis E. Lazaridis
Chief Executive Officer and Chief Financial Officer
Capital Product Partners L.P.
3 Iassonos Street
Piraeus, 18537 Greece

Re: Capital Product Partners L.P.
  Registration Statement on Form F-3
Filed  October 1, 2012
  File No.  333-184209

Dear Mr. Lazaridis:

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that you have outstanding comments related to your Form 20 -F for the fiscal year
ended December 31, 2011.  Please also note that all comments on your Form 20 -F will need
to be fully resolved before we  act on a request for acceleration of the effectiveness of the
Form F -3.

Exhibits, page II -1

2. Please revise to state that any underwriting agreement will be filed by post -effective
amendment.

We urge 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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Ioannis E. Lazaridis
Capital Product Partners L.P.
October 15, 2012
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending re gistration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sonia Bedn arowski at (202) 551 -3666  or me at (202) 551 -3750  with any
other questions.

Sincerely,

 /s/ Max A. Webb

 Max A. Webb
Assistant Director

Via E -mail
Vijay Iyer , Esq.
Sullivan & Cromwell LLP

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ACCELERATION REQUEST

December 6, 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.

Amendment No. 2 to the Registration Statement on Form F-3

File No. 333-177491

Dear Ms. Nguyen:

          Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, Capital Product Partners L.P. (the “Company”) hereby respectfully requests acceleration of
effectiveness of the above-captioned Registration Statement on Form F-3, as amended, to 11:00 a.m.
Eastern Standard Time, on December 8, 2011, or as soon thereafter as practicable.

          There are no underwriters in connection with the registration and, therefore, no request for
acceleration or consent by an underwriter has been filed herewith.

          In requesting acceleration of effectiveness of the registration statement, the Company
acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

    Loan Lauren P. Nguyen

    -2-

    •

    the Company may not assert staff comments and the declaration of effectiveness as
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

* * * * *

          On behalf of the Company and its advisors, we once again thank you and the Staff for your
assistance to date in connection with the review of the Company’s submission.

          If you have any questions relating to the foregoing, please call Jay Clayton of Sullivan &
Cromwell LLP at (212) 558-3445. He may also be reached by facsimile at (212) 558-3588 and by
e-mail at claytonj@sullcrom.com. In his absence, please call Vijay S. Iyer at (212) 558-1671. He
may also be reached by facsimile at (212) 291-9851 and by e-mail at iyerv@sullcrom.com. In
addition, we would be grateful if you could notify Mr. Clayton or Mr. Iyer when this request for
acceleration has been granted.

Very truly yours,

/s/ Ioannis E. Lazaridis

Ioannis E. Lazaridis

    cc:

    J. Nolan McWilliams

(Securities and Exchange Commission)

    Jerry Kalogiratos

Irina Taka

(Capital Product Partners L.P.)

    Vangelis G. Bairactaris, Esq.

(G.E. Bairactaris & Partners)

    George Cambanis

Daiva Kazlauskas

(Deloitte. Hadjipavlou Sofianos & Cambanis S.A.)

    Loan Lauren P. Nguyen

    -3-

    Daniel Rodgers, Esq.

Steven Hollander

(Watson Farley & Williams (New York) LLP)

    Jay Clayton, Esq.

David C. Spitzer, Esq.

Vijay S. Iyer

Jodi A. Singer

(Sullivan & Cromwell LLP)

December 5, 2011
 Via E-mail

Ioannis E. Lazaridis  Chief Executive Officer  Capital GP L.L.C.  3 Iassonos Street  Piraeus, 18537 Greece
Re: Capital Product Partners L.P.
Amendment No. 1 to the Registration Statement on Form F-3  Filed November 23, 2011
  File No. 333-177491
Dear Mr. Lazaridis:

We note your response to our  letter dated November 14, 2011 and have the following
additional comment.    Exhibit 5.1

1. We note that the revised opinion as to valid ex istence of the Partners hip relies solely on a
Certificate of Goodstanding issued November 22, 2011.  It is not appropriate for counsel
to limit the documents it examines when re ndering its opinion and this language is
inconsistent with clause (iv)  of the second paragraph on pa ge one.  Please have counsel
revise the opinion accordingly.

Please contact J. Nolan McWilliams at (202)  551-3217 or me at (202) 551-3642 with any
questions you may have.
Sincerely,

        /s/ Loan Lauren P. Nguyen

        Loan Lauren P. Nguyen         S p e c i a l  C o u n s e l    cc: Jay Clayton, Esq.  Sullivan & Cromwell LLP

November 14, 2011
 Via Email

Ioannis E. Lazaridis  Chief Executive Officer  Capital GP L.L.C.  3 Iassonos Street  Piraeus, 18537 Greece
Re: Capital Product Partners L.P.
Registration Statement on Form F-3  Filed October 25, 2011
  File No. 333-177491
Dear Mr. Lazaridis:

We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please revise to name the subsidiary guarant ors as co-registrants and include signature
pages for each of the co-registran ts in your next amendment.

2. Please revise the prospectus to includ e a description of the guarantees.
 Exhibit 5.1

3. We note that the opinion is limited to the laws of the Marshall Islands.  To the extent that
any subsidiary guarantor is organized or in corporated in a jurisdiction other than the
Marshall Islands, please have c ounsel revise its opinion to also cover the laws of the
jurisdiction in which the subsidiary guar antor is organized or  incorporated or,
alternatively, obtain separate opinions.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   November 14, 2011  Page 2
 4. In this regard, an opinion that a guaran tee is a binding obliga tion of the guarantor
necessarily encompasses the opinion that the guarantor is validly existing, has the power
to create the obligation, and has taken the re quired steps to author ize entering into the
obligation.  Please have counsel  revise the carryover paragr aph at the top of page two
accordingly.  Refer to Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings , for guidance.

5. Refer to assumption (ii) in the second to last paragraph on page 2.  It appears this
assumption is inappropriate to make in a qua lified opinion at this  time.  Please have
counsel revise accordingly.

Please contact J. Nolan McWilliams at (202)  551-3217 or me at (202) 551-3642 with any
questions you may have.
Sincerely,

        /s/ Loan Lauren P. Nguyen

        Loan Lauren P. Nguyen         S p e c i a l  C o u n s e l
cc: Jay Clayton, Esq.
 Sullivan & Cromwell LLP

CORRESP
1
filename1.htm

corresp

August 11, 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.

Amendment No. 3 to the Registration Statement on Form F-4

File No. 333-174795

Dear Ms. Nguyen:

          Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, Capital Product Partners L.P. (the “Company”) hereby respectfully requests acceleration of
effectiveness of the above-captioned Registration Statement on Form F-4, as amended, to 9:00 a.m.
Eastern Standard Time, on August 12, 2011, or as soon thereafter as practicable.

          There are no underwriters in connection with the registration and, therefore, no request for
acceleration or consent by an underwriter has been filed herewith.

          In requesting acceleration of effectiveness of the registration statement, the Company
acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

    Loan Lauren P. Nguyen

    -2-

    •

    the Company may not assert staff comments and the declaration of effectiveness as
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

* * * * *

          On behalf of the Company and its advisors, we once again thank you and the Staff for your
assistance to date in connection with the review of the Company’s submission.

          If you have any questions relating to the foregoing, please call Jay Clayton of Sullivan &
Cromwell LLP at (212) 558-3445. He may also be reached by facsimile at (212) 558-3588 and by
e-mail at claytonj@sullcrom.com. In his absence, please call Vijay S. Iyer at (212) 558-1671. He
may also be reached by facsimile at (212) 291-9851 and by e-mail at iyerv@sullcrom.com. In
addition, we would be grateful if you could notify Mr. Clayton or Mr. Iyer when this request for
acceleration has been granted.

    Very truly yours,

    /s/ Ioannis E. Lazaridis

Ioannis E. Lazaridis

    cc:

    Amy Geddes

    David Humphrey

    J. Nolan McWilliams

    (Securities and Exchange Commission)

    Jerry Kalogiratos

    Irina Taka

    (Capital Product Partners L.P.)

    Vangelis G. Bairactaris, Esq.

    (G.E. Bairactaris & Partners)

    George Cambanis

    Daiva Kazlauskas

    (Deloitte. Hadjipavlou Sofianos & Cambanis S.A.)

    Loan Lauren P. Nguyen

    -3-

    Jack Azose

    (Deloitte & Touche LLP)

    J. Mark Metts, Esq.

    Angela Olivarez, Esq.

    (Jones Day)

    J. Vincent Kendrick, Esq.

    Patrick Hurley, Esq.

    (Akin Gump Strauss Hauer & Feld LLP)

    Jay Clayton, Esq.

    David C. Spitzer, Esq.

    Vijay S. Iyer

    (Sullivan & Cromwell LLP)

July 29, 2011
 Via Email

Ioannis E. Lazaridis  Chief Executive Officer  Capital GP L.L.C.  3 Iassonos Street  Piraeus, 18537 Greece
Re: Capital Product Partners, L.P.
Amendment No. 1 to the Registration Statement on Form F-4  Filed July 18, 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 Mr. Lazaridis:

We have reviewed your response to our lette r dated July 6, 2011 and have the following
additional comments.   Form F-4

Background of the Proposed Transaction, page 46

1. We note your response to prior comment 17.  Pl ease disclose the reasons that the CPLP
Conflicts Committee did not c onsider the referenced possi ble alternatives to the
transaction with Crude.

Exhibit 99.1

2. We note your response to prior comment 33.  Please refile the consent of Jeffries &
Company, Inc. as an exhibit 23 or tell us why it is appropriate to file a required consent as
an exhibit 99.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 29, 2011  Page 2
 You may contact Amy Gedde s at (202) 551-3304 or Da vid Humphrey, Accounting
Branch Chief at (202) 551-3211 if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217 or me at
(202) 551-3642 with any other questions.
Sincerely,
  /s/ Loan Lauren P. Nguyen
Loan Lauren P. Nguyen  Special Counsel

CORRESP
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filename1.htm

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

    -2-

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

    -3-

    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

    Loan Lauren P. Nguyen

    -4-

    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

    -5-

    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

    -6-

    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

    Loan Lauren P. Nguyen

    -7-

    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

    -8-

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

    8.

    Please revise

July 6, 2011
 Via Email

Ioannis E. Lazaridis  Chief Executive Officer  Capital GP L.L.C.  3 Iassonos Street  Piraeus, 18537 Greece
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 Mr. Lazaridis:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form 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 connectio n with its vote to approve the transaction.

2. Prior to printing and distribution of the mate rials, 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.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 2
 3. With a view to revised disclosure, pleas e tell us what consideration the Crude
Independent Committee and Jefferies gave as  to how the change from common stock
ownership to limited partnership interests a ffects, 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.
 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.

What is the required vote to approve and authorize the Merger?, page v
5. Quantify the percentage of your outstanding shar es 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.

Is the merger expected to be taxable to me?, page viii
6. Tell us the degree of uncertainty there is about whether the merg er will qualify as a
“reorganization” within the meani ng of Section 368(a) of the IRC.

Summary, page 1

Interests of Certain Persons in the Proposed Transaction, page 7

7. Please quantify the aggregate amounts of all be nefits 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.
 Comparison of Rights of Shareholders of Crude and Unitholders of CPLP, page 11

8. Please revise to include a more complete description of how owning limited partnership
interests differs from owning common stoc k.  To the extent these differences are
material, please add a risk factor in this regard.
 Comparative Stock Prices and Dividends (page 98), page 11

9. Please briefly discuss any changes to the di vidend policy upon the consummation of the
merger.
 Risk Factors, page 22

10. Please remove the following language from the introductory paragraph:  “as well as other
risks and uncertainties not currently known to  CPLP or not currently deemed to be

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 3
 material.”  Only material risks should be refere nced in the risk factors.   If risks are not
deemed material then they should not be mentioned.

CPLP’s general partner and its other affiliates, page 23

11. Please discuss in a separate risk factor the ri sk of conflicts of interest because of the
substantial overlap in ownership, control, and management between CPLP and Crude.
We note your disclosure on page 45.  Also quantify the benefits to insiders here.

The combined company may not be able to grow, page 27

12. Please revise to balance the disclosure in th e first sentence by disc losing that the period-
linked agreements for three of Crude’s vessels and two of CPLP’s vessels will expire in 2011 and new charters have not been  entered into at this time.
 The Crude vessels are managed under a floa ting fee management agreement, page 30

13. Revise to disclose the reimbursement amounts paid to the manager for the fiscal year
ended December 31, 2010 and discuss whet her the fees under the floating fee
management agreement are capped.
 U.S. tax authorities could treat CPLP as a “p assive foreign investment company”, page 31

14. As the disclosure in this risk factor and the following risk fact or consists in part of legal
conclusions, please name legal counsel and pr ovide an appropriate consent or advise.
 Proxies and Proxy Solicit ation Costs, page 41

15. We note that proxies may be solicited in person, by telephone, or by other electronic
means.  Please confirm that you will file al l written soliciting ma terials, including any
scripts to be used in so liciting proxies by personal in terview or telephone.
 Background of the Proposed Transaction, page 45

16. Please disclose the reasons that the CPLP Boar d considered to enter into a merger with
Crude at this time when the period-linked ch arters under the Crude ve ssels will expire in
2011 and the spot rates are currently low.

17. Refer to the disclosure in th e last paragraph on page 46.  Pl ease describe the alternatives
that the CPLP Board considered for ac hieving the purposes of the merger.

18. Refer to the disclosure on pages 46-48.  We  note that the Crude Independent Committee
comprised of independent directors consider ed the CPLP proposal.  Please revise to
expand your discussion regarding the duties of the Crude Independent Committee and
any range of strategic alternatives to be explored by such committee.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 4
 Arms’ Length Negotiations, page 58

19. Considering the substantial conflicts of intere sts involved, please revi se to provide a basis
for the belief that the Crude Independent Co mmittee engaged in arms’ length negotiations
with CPLP regarding the merger.
 Opinion of the Crude Independent Co mmittee’s Financial Advisor, page 60

20. Please disclose in the proxy statement that Je ffries has consented to the inclusion of, and
reference to, its opinion in the proxy statement.
 Select Public Company Analysis, page 63

21. Please briefly explain the categ ories of and distinctions between “normal corporate –
wet,” “yield-oriented – wet,” and “yield-oriented – MLP.”
 Precedent Transaction Analysis, page 65

22. Please disclose the criteria used to determine the comparable precedent transactions used
for the analysis.  Tell us whet her any additional transactions that fit the criteria were not
used and why not.

23. We note that all of the public/private tr ansactions you reviewed were announced in
August 2008 and earlier.  Please revise to ex plain why you did not re view more recent
transactions.  Further, discuss why you be lieve these transactio ns are useful for
comparison in light of the substantial time th at has passed since they were announced and
the intervening downturn in the gl obal economy and shipping industry.
 Interests of Crude’s Directors and Executive Officers in the Proposed  Transaction, page 71

24. Please disclose in additional detail the “significant overlap” in ownership and
management of Crude and CPLP and Crude and Capital GP.

Treatment of Existing Debt Facilities in the Proposed Transaction, page 72

25. Please revise to name the financial institution that CPLP has entered into a commitment
letter with to partially finance th e acquisition of the Cape Agamemnon.
 Material United States Federal Income Tax Consequences, page 73

26. It appears you intend to file s hort-form tax opinions.  Please revise this section to name
tax counsel and clarify that the discussion in this section is counsel’s opini on rather than
a “summary.”

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 5
 Unaudited Pro Form Condensed Combin ed Financial Information, page 100

 Note 2 – Pro forma Adjustments re lated to the Merger, page 106

27. Footnote (a) indicates you intend to record th e acquisition at fair value under FASB ASC
805, as you do not consider the parties to the transaction to be under common control.  We note from the disclosure on page F- 10 of your Form 20-F for the year ended
December 31, 2010 that, as of July 22, 2010, you no longer consider yourself under common control with CMTC due to the el ections of two Class III directors by non-
CMTC unitholders, resulting in the majority  of the board being elected by non-CMTC
controlled unitholders.  We further not e that, although your ownership stake has
decreased to 31.2% at December 31, 2010, Capital Ship Management, a subsidiary of CMTC, still provides significant commercial and technical management services (including the commercial and technical mana gement of your vessels , class certifications,
vessel maintenance and crewing, purchasing and insurance and shipyard  supervision) as
well as administrative, financial and other support services to you through a management
agreement and an administrative services agreement. In addition, your Chairman is also the CEO of CMTC, and your CEO and CFO is also the CFO of CMTC. Finally, we note
that your next larges t shareholder, Kayne Anderson Ca pital Advisors L.P., only owns
about 11% of your common units outstandi ng at December 31, 2010.  Please tell us why
you believe the level of operational control held by CMTC does not constitute common
control.  Specifically address operations and ship management agreements in your
analysis.
 Exhibit 5.1

28. Please have counsel remove a ssumption (iv) in the listing of  assumptions in the first
paragraph on page 2.  It is  not appropriate for counsel to assume that there are no
modifications to agreements among pe rsons who include its client.

29. Revise to remove the last sentence of the fi rst paragraph on page 2 as the assumption is
overly broad and inappropriate.

Exhibit 8.1

30. Please have counsel revise the penultimate para graph to clarify that the discussion in the
material tax consequences secti on is counsel’s opinion, rather th an that “the statements . .
. [are] accurate in all material respects.”
 Exhibit 8.2

31. The tax opinion should speak as of the date of effectiveness.  Please have counsel revise
opinion paragraph B accordingly.  Alternativel y, confirm that you will refile the opinion
on the date of effectiveness.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 6
 32. Please have counsel remove “solely” from the first sentence of the last paragraph of the
opinion.
 Exhibit 99.1

33. Please refile the consent of Jeffries & Company, Inc. as an exhibit 23.  Refer to Item
601(b)(23) of Regulation S-K.
 Exhibit 99.2

34. Please mark your form of proxy “Preliminary Copy,” as required by Rule 14a-6(e)(1).
 Form 20-F for the fiscal year ended Decembe r 31, 2010 for Capital Product Partners L.P.

 D. Risk Factors, page 8

35. Please confirm that you will remove the third sentence of the introductory paragraph in
future filings.  Only material risks should be di scussed in the risk factors; if a risk is not
deemed material, it should not be referenced here.
 Item 5B. Liquidity and Capital Resources, page 56

Borrowings, page 59

36. We note from your disclosure in Note 6 on page F-21 that you amended your two credit
facilities on June 30, 2010 to change how such facilities were colla teralized.  In this
regard, please discuss the unde rlying reasons for this cha nge in your discussion of
borrowings in future filings.

37. Due to the volatility in vessel market values , please consider revi sing this section in
future filings to include the results of  your calculation of the 125% minimum value
covenant as part of your discussion of liquidi ty.  Such discussion would provide greater
insight into the likelihood of a covenant violation.  This disclosure may include the exact
calculation and aggregate market value of vesse ls as compared to the outstanding balance
and/or a sensitivity analysis discussing the im pact a 10% change in vessel market value
may have on your continued compliance with this covenant.  In the alternative, we
suggest you present a table similar to that f ound on page F-21 in this section, and include
the aggregate fair market value of the ve ssels collateralizing each credit facility.
 Critical Accounting Policies, page 61

38. Please revise your disclosure in future filings  to include a discussion of any vessels that
have a market value lower than their carrying value.  In this  regard, we suggest that you
include a table similar to that found on table on page 37 summarizing the date of
acquisition and the purchase pri ce of each vessel in your fleet , but also identifying those

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 7
 vessels whose estimated market values are less than their carryi ng values.  Please add
disclosure below the table of the aggregate market value and aggregate book value of any
such vessels.  In addition, th is table should be accompanied  by disclosure discussing the
related accounting treatment of your vessels, and describi ng the circumstances under
which you would record an impairment loss for such vessels, such as when any of these vessels were classified as held for sale.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Ioannis E. Lazaridis
 Capital GP L.L.C.   July 6, 2011  Page 8
 You may contact Amy Gedde s at (202) 551-3304 or Da vid Humphrey, Accounting
Branch Chief at (202) 551-3211 if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217 or me at
(202) 551-3642 with any other questions.
Sincerely,

/s/ Loan Lauren P. Ngu

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -7010

       DIVISION OF
CORPORATION FINANCE

   April 11, 2011
Via M ail and Facsimile  (30 210 428 4285)

Ioannis E. Lazaridis
Chief Executive Officer and Chief Financial Officer
Capital GP LLC, General Partner
Capital Product Partners, LP
3 Iassonos Street
Piraeus, 18537
Greece

 Re: Capital Product  Partners, LP
  Form 20- F for the Fisca l Year Ended December 31 , 2010
  Filed February 4, 2011
  File No. 001-33373
  Response Letter Filed March 24, 2011

Dear Mr. Lazaridis :

We refer you to our comment letter dated March 15, 2011 regarding business
contacts with Iran  and Syria .  We have completed our review of this subject matter and
have n o further comments at this time.

        Sincerely,

          Cecilia Blye, Chief
        Office of Global Security Risk
  cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

CORRESP
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    corresp.htm

March 24, 2011

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

100 F Street N.E.

Washington, D.C. 20549-3561

Attention:

Ms. Cecilia Blye

Ms. Jennifer Hardy

Re:

Capital Product Partners, LP

Form 20-F for the Fiscal Year Ended December 31, 2010

Filed February 4, 2011

File No. 001-33373

Dear Ms. Blye and Ms. Hardy,

In response to the comment letter dated March 15, 2011 (the “Comment Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the annual report for fiscal year 2010 filed on Form 20-F (the “2010 Annual Report”) by Capital Product Partners L.P. (the “Partnership”) on February 4, 2011, please find below the response of the Partnership.

The headings and numbered items of this letter correspond to the headings and numbered items set forth in the Comment Letter. For the convenience of the Staff, each of the comments from the Comment Letter is restated in bold italics, followed by the Partnership’s response.

Capital Product Partners L.P.

Registered office:

3 Iassonos Street

Trust Company Complex

Piraeus, 18537 Greece

Ajeltake Island, Ajeltake Road

Fax: +30 210 458 4950

Majuro

Website: www.capitalpplp.com

Marshall Islands, MH 96960

Risk Factors, page 8

If our vessels call on ports located in countries that are subject to … page 21

1.

We note the risk factor disclosure on page 21 that from time to time, vessels in your fleet may call on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and identified by the United States government as state sponsors of terrorism.  In future filings, please identify these countries.

The Partnership confirms to the Staff that, in future filings with the Commission, the Partnership will identify the countries that are designated by the U.S. Secretary of State as state sponsors of terrorism and where the Partnership’s vessels may make port calls from time to time.

2.

In this respect, please describe to us the nature and extent of your past, current, and anticipated contacts with Iran, Syria, Sudan and Cuba, countries identified by the State Department as state sponsors of terrorism, whether through subsidiaries, charterers, or other direct or indirect arrangements.  We note from disclosure on pages 15 and 35 that two of your largest charterers are BP Shipping Limited, an affiliate of BP plc, and Overseas Shipholding Group.  We note from BP plc’s 2009 Form 20-F that it has business contacts with Iran, Syria and Sudan.  We also note from BP’s 20-F and 2010 news articles that BP may have business arrangements with sanctioned parties that are affiliated with the government of Iran.  We note from Overseas Shipholding Group’s 2009 Form 10-K that its vessels may call on ports in Iran.  Your response should describe any services or products you have provided directly or indirectly to Iran, Syria, Sudan or Cuba, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments.

The majority of the Partnership’s vessels are (and have been in the past) under long to medium term time and bareboat charter agreements with third parties. Since the Partnership’s formation in 2007, a significant proportion of the carrying capacity of the Partnership’s fleet has been from time to time secured under period charter coverage and, as disclosed in the 2010 Annual Report, the Partnership currently charters 19 of its 21 vessels under medium to long-term time and bareboat charters. As such, the commercial management of most of our vessels, including the ports of call, cargoes and routes followed, has been and is determined solely by our charterers in compliance with the terms of our charter parties.

The Partnership is mindful of the restrictions contained in various U.S. statutes and regulations that limit the ability of companies and persons from doing business or trading with certain countries, including Sudan, Iran, Syria and Cuba. The Partnership believes it is in compliance with all applicable sanctions and embargo laws and regulations and, to maintain such compliance, the Partnership monitors and reviews the movement of its vessels on a continuing basis. In this regard, the Partnership is aware of disclosure made in BP plc’s (“BP”) and Overseas Shipholding Group, Inc.’s (“OSG”) public filings to the effect that certain of BP’s or OSG’s subsidiaries or entities have business contacts in Iran, Sudan, Syria or Cuba. Should BP or OSG engage in actions that involve the Partnership or its vessels and that may represent material violations of sanctions and embargo laws or regulations, the Partnership would rely on its monitoring and control systems to detect such actions on a prompt basis and prevent them from occurring. However, the Partnership considers that the risk of any such significant violations occurring on the part of BP or OSG is not material for the following reasons. First, to the Partnership’s knowledge (based on BP’s and OSG’s public disclosures, reputation within the shipping industry and previous business dealings with the Partnership) BP and OSG monitor their activities with the sanctioned countries to ensure compliance with applicable laws and regulations. Secondly, the Partnership’s vessels comprise a small portion of BP’s or OSG’s overall fleet.

2

Notwithstanding the above, there can be no assurance that the Partnership will at all future times be in compliance with the applicable U.S. sanctions and embargo laws and regulations, particularly as the scope of certain of these laws and regulations may vary or be subject to changing interpretations. In addition, there can be no assurance that BP, OSG or any of the other charterers of the Partnership’s vessels will not violate the same laws and regulations. To address this residual risk, the 2010 Annual Report provides qualitative risk factor disclosure in respect of the potentially adverse impact that the Partnership’s infrequent port calls in the sanctioned countries or any violations of the applicable legal requirements on the part of the Partnership or its charterers might have on the Partnership’s reputation or on the value of its units.

3.

Please discuss the materiality of your contacts with Iran, Syria, Sudan and Cuba described in response to the foregoing comment and whether those contacts constitute a material investment risk for your security holders.  You should address materially in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria, Sudan and Cuba, and should also discuss the potential for reputational harm from your charter of vessels to BP Shipping Limited and Overseas Shipholding Group.

None of the Partnership’s vessels have made any port calls in Sudan or Cuba since the Partnership’s formation in 2007. The Partnership’s vessels made one port call in Iran in fiscal year 2007, two port calls in Syria in fiscal year 2008, two port calls in Syria and two port calls in Iran in fiscal year 2009, one port call in Syria in fiscal year 2010, and one port call in Syria in the period from January 1, 2011 through March 23, 2011. These port calls involved the seaborne transportation of refined oil products and represent approximately 0.17%, 0.24%, 0.44%, 0.10% and 0.10%, respectively, of the estimated total calls on worldwide ports made by the Partnership’s vessels over the corresponding periods, which the Partnership believes are immaterial percentages from a quantitative point of view. All such port calls were made in full compliance with UN regulations. Furthermore, the Partnership has not entered into agreements or other arrangements with the governments or any governmental entities of Sudan, Cuba, Syria or Iran and has entertained no direct business contacts with officials or representatives of any such governments or entities.

3

The Partnership’s period charters generally provide it with a specified daily hire rate for a fixed period of time and do not require the charterer to report to the Partnership the revenue associated with each particular voyage. Therefore, the Partnership does not believe it is possible to translate a given number of port calls in a particular year or period into a dollar amount, nor does the Partnership believe it is possible to quantify the direct impact of its vessels’ infrequent calls on ports located in Cuba, Sudan, Iran or Syria on the Partnership’s future operating results, financial position or cash flows.

The Partnership advises the Staff that, to date, the officers in charge of its investor relations program have not received any queries from the unitholder base concerning the Partnership’s past or future port calls in the abovementioned countries.

The Partnership also refers the Staff to its response to the Staff’s comment #2.

4.

Please tell us whether your charter policies include provisions relating to your vessels calling on ports in Iran, Syria, Sudan or Cuba.

All but two of the Partnership’s current charters include provisions that, on the one hand, restrict trades of the Partnership’s vessels to countries under sanctions or embargoes and, on the other, allow any transportation activities involving sanctioned countries to the extent permitted under the applicable sanction or embargo requirements. The Partnership’s ordinary chartering policy is to include similar provisions in all of its period charters.  More specifically, all but two of the Partnership’s current charters proscribe trades of its vessels in Sudan and most of the charters prohibit voyages to Cuba, but none of them imposes a blanket prohibition on port calls in Iran and Syria.  The two vessels that are not subject to the charter provisions described above are currently traded in the spot market and the cargoes and port calls are selected by our manager further to our authorization. None of our spot chartered vessels have, to date, called on Iran, Syria, Sudan or Cuba.

4

With respect to this response letter, the Partnership acknowledges that:

●

the Partnership 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 Partnership 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.

Please do not hesitate to contact me at +30 (210) 4584 950 if you have any questions regarding this submission.

CAPITAL PRODUCT PARTNERS L.P.,

By:

Capital GP L.L.C., its general partner

/s/   Ioannis E. Lazaridis

Name:   Ioannis E. Lazaridis

Title:    Chief Executive Officer and

             Chief Financial Officer of Capital GP L.L.C.

5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -7010

       DIVISION OF
CORPORATION FINANCE

   March 15, 2011
Via M ail and Facsimile  (30 210 428 4285)

Ioannis E. Lazaridis
Chief Executive Officer and Chief Financial Officer
Capital GP LLC, General Partner
Capital Product Partners, LP
3 Iassonos Street
Piraeus, 18537
Greece

 Re: Capital Product Partners, LP
  Form 20- F for the Fisca l Year Ended December 31 , 2010
  Filed February 4, 2011
  File No. 001-33373

Dear Mr. Lazaridis :

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our re view with respect to this issue does not preclude further review by
the Assistant Director group with respect to other issues.  At this juncture, we are asking you to provide us with information so we may better understand your disclosure.

Please respon d to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  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.
Risk Factors, page 8
1. We note the risk factor disclosure on page 21 that from time to time, vessels in your fleet may call on ports located in countries  subject to sanctions and
embargoes imposed by the U.S. government and identified by the United States government as state sponsors of terrorism. In future filings, please identify these
countries.   If our vessels call on ports located in countries that are subject to …, page 21

Ioannis E. Lazaridis
Capital Product Partners, LP
March 15, 2011
Page 2

2. In this respect, please describe to us the nature and ex tent of your past, current,
and anticipated contacts with Iran, Syria, Sudan and Cuba, countries identified by
the State Department as state sponsors of terrorism , whether through subsidiaries,
charterers , or other direct or indirect arrangements. We note from disclosure on
pages 15 and 35 that two of your largest charterers are BP Shipping Limited, an affiliate of BP plc , and Overseas Shipholding Group.  W e note from BP plc’s
2009 Form 20- F that it has business contacts with Iran, Syria and Sudan.  We also
note from BP’s 20- F and 2010 news articles that BP may have business
arrangements with sanctioned parties that are affiliated with the government of Iran.   We  note from Overseas Shipholding Group’s 2009 Form 10- K that its
vessels may call on po rts in Iran.  Your response should describe any services or
products you have provided directly or indirectly to Iran, Syria, Sudan or Cuba,
and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those
governments .
3. Please discuss the materiality o f your contacts with Iran, Syria, Sudan and Cuba
described in response to the foregoing  comment and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the  approximate dollar
amounts of any associated revenues, assets, and liabilities for the last three fiscal
years and subsequent interim period.  Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value.  V arious state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  Your materiality analysis should address
the potential impact of the investor sentiment evidenced by such actions directed
toward companies that ha ve operations associated with Iran , Syria, Sudan and
Cuba , and should also discuss the potential for reputational harm from your
charter of vessels to BP Shipping Limited and Overseas Shipholding Group.
4. Please tell us whether your charter parties include provisions relating to your
vessels calling on ports in Iran, Syria, Sudan or Cuba.

We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the fil ing 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 and its management are in possession of all facts relating to the company’s disclosure, they ar e responsible for the accuracy and adequacy of the disclosures they have made.

Ioannis E. Lazaridis
Capital Product Partners, LP
March 15, 2011
Page 3

In responding to our  comments, please provide a written statement from the
company acknowledging that:

• the company is responsible for the adequacy and accuracy of the discl osure 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.

Please contact Jennifer Hardy, Special Counsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about the comment s or our review.

        Sincerely,

        Cecilia Blye, Chief
        Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

CORRESP
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filename1.htm

Capital Product Partners L.P.

3, Iassonos Street

Piraeus,
Athens, 18537 Greece

March 27, 2007

VIA FACSIMILE

Securities and Exchange Commission

100 F Street, N.E.,

Washington, DC 20549

Re:                   Capital Product
Partners L.P.

Acceleration Request for Registration
Statement on Form F-1 (File No.
333-141422)

Dear Ms. Yuna Peng:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, registrant Capital Product Partners L.P. (the
“Registrant”) hereby respectfully requests that the above-referenced
Registration Statement on Form F-1 (the “Registration Statement”) be declared
effective at 3:00 p.m., Eastern time, on March 29, 2007, or as soon thereafter
as is practicable.

In addition, the Registrant represents to the
Securities and Exchange Commission (“the Commission”) that should the
Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, the Commission is not foreclosed from taking any action with
respect to the Registration Statement, and the Registrant represents that it
will not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

The Registrant further acknowledges that the action of
the Commission or the staff acting pursuant to delegated authority in declaring
the Registration Statement effective does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement.

As soon as the Commission has declared such
Registration Statement effective, please call Sandra Wittmann at Cravath,
Swaine & Moore LLP at +44-20-7453-1073, fax +44-20-7860-1150 and then send
written confirmation to the addresses listed on the cover of the Registration
Statement.

  Sincerely,

  CAPITAL PRODUCT PARTNERS L.P.,

  By:

    Capital GP L.L.C., its general

    partner

    /s/ Ioannis E. Lazaridis

    Name: Ioannis E. Lazaridis

    Title:

  Chief Executive

  Officer and Chief

  Financial Officer of

  Capital GP L.L.C.

[Letterhead of Merrill
Lynch, Pierce, Fenner & Smith Incorporated]

  March 27, 2007

Securities and Exchange Commission

100 F Street, N.E.,

Washington, D.C. 20549

Re:   Capital Product Partners L.P.

 Registration Statement No. 333-141422

Gentlemen:

On behalf of the
underwriters, we  hereby join the company in
requesting that the effective date for the Registration Statement referred to
above be accelerated so that it will be declared effective at 3:00 p.m. EDT on
March 29, 2007, or as soon thereafter as possible, pursuant to Rule 430A.

The Underwriters of the
above issue were advised by invitation wire and in subsequent underwriting
papers that they must comply with the provisions of SEC Release No. 33-4968 of
the 1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the Preliminary
Prospectus have been or will be made available in sufficient time for
distribution to all prospective purchasers no less than 48 hours prior to the
time it is expected confirmations will be mailed. The undersigned, as
Representatives, have and will, and each underwriter and each dealer has
advised the undersigned that it has and will comply with Release No. 33-4968 of
the 1933 Act and Rule 15c2-8 under the 1934 Act.

In connection with the
foregoing, please be advised that the undersigned have effected approximately
the following distribution of copies of the Preliminary Prospectus dated March
19, 2007.

  N.Y.S.E.

  1

  Financial
  Services and Publications

  15

  N.A.S.D.

  5

  Underwriters

  17,100

  Dealers

  3

  Individuals
  & Corporations

  1,696

  MLPF&S Inc.
  Branch Offices

  4,928

  TOTAL

  23,748

  Very truly yours,

  MERRILL LYNCH & CO.

  MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED

  UBS SECURITIES LLC

  BEAR, STEARNS & CO. INC.

  WACHOVIA CAPITAL MARKETS, LLC

  RAYMOND JAMES & ASSOCIATES, INC.

  STIFEL, NICOLAUS & COMPANY, INCORPORATED

  FORTIS SECURITIES LLC

  As Representatives

  BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED

  By:

  /s/ Hugh H.
  Haynes

  Hugh
  H. Haynes

  Authorized
  Signatory

 2

CORRESP
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[Letterhead of]

CRAVATH, SWAINE & MOORE LLP

[London Office]

+44 207 453 1073

March 26, 2007

Capital Product Partners L.P.

Registration Statement on Form F-1 (File No. 333-141422)

Dear Ms. Yuna Peng:

On behalf of Capital
Product Partners L.P. (the “Company”), we enclose six copies of the Company’s Amendment
No. 1 (“Amendment No. 1”) to the Registration Statement on Form F-1 as filed
today with the Securities and Exchange Commission (the “Commission”).  For the Staff’s convenience, six marked copies
of Amendment No. 1 (the “Amended Registration Statement”) are also
enclosed.  A copy of Amendment No. 1 has
been manually signed in accordance with Rule 302 of Regulation S-T and the
signature pages thereto will be retained by the Company for a period of five years.

Amendment No. 1 reflects
certain revisions of the registration statement filed publicly with the
Commission on March 19, 2007 (the “Registration Statement”), in response to the
letter dated March 23, 2007, to the Company from the Staff (the “Comment Letter”).  The following numbered paragraphs correspond
to the numbered paragraphs of the Comment Letter.  References to page numbers in the responses
below are to page numbers in the marked copy of the Amended Registration
Statement.

General

1.                                       We
reissue comment 1 of our letter dated March 15, 2007.  Please identify Capital Maritime as an
underwriter on the cover of the prospectus and in the Underwriting
section.  Disclosure indicating that
Capital Maritime “may be deemed to be” an underwriter is not sufficient.

The Company has amended the cover of the prospectus and the
Underwriting section in response to the Staff’s comment.  See the cover page and page 189 of the Amended
Registration Statement.

Underwriting

2.                                       We note
that 10% or more of the net proceeds of the offering may be paid to members or
affiliates of members of NASD.  If this
is a result of Capital Maritime using offering proceeds to pay down loans from
certain of the underwriters or their affiliates, please revise the Use of
Proceeds section in both the summary section and on page 46 to explain this and
to name the affiliates to whom the proceeds will be paid.  Make corresponding changes to this section,
as well.  If this section was revised for
some other reason, please advise.

In response to the Staff’s comment, the Company has added disclosure to
“Summary—The Offering” and “Use of Proceeds” to explain that a portion of the
net proceeds received by Capital Maritime & Trading Corp. in the offering
will be used to repay indebtedness outstanding to Fortis Bank, an affiliate of
Fortis Securities LLC.  Please see pages
11 and 46 of the Amended Registration Statement.

The Company has also amended the discussion under “Underwriting—NASD
Regulations” and “Underwriting—Other Relationships” appearing on pages 190 and
193 of the Amended Registration Statement in order to supplement and clarify
what portion of the net proceeds received by Capital Maritime & Trading
Corp. in the offering will be used to repay indebtedness outstanding to Fortis
Bank.

Exhibit 8.1 - Tax Opinion

3.                                       While
we note your response to comment 3 of our letter dated March 15, 2007, it does
not appear that you made corresponding changes to your tax opinion.  Revise accordingly or advise.

In response to the Staff’s comment, the tax opinion filed as Exhibit
8.1 to the Registration Statement has been revised.  See Exhibit 8.1 to Amendment No. 1.

If you have any
questions, please contact Greg Shaw in London at +44-20-7453-1010, fax +44-20-7860-1150
(email: gshaw@cravath.com) or me at +44-20-7453-1073, fax +44-20-7860-1150
(email: swittmann@cravath.com).

Thank you for your kind
attention to this matter.

  Very truly yours,

  /s/ Sandra C. Wittmann

  Sandra C. Wittmann

Ms. Yuna Peng

Office of Structured
Finance Transportation and Leisure

Securities and Exchange
Commission

100 F Street N.E.

Washington D.C. 20549

Encls.

BY HAND

Copy by e-mail w/ attachments to:

Mr. Ioannis E. Lazaridis

Chief Financial Officer
  i.lazaridis@capitalmaritime.com

Mr. Jack Azose

Partner

Deloitte & Touche, LLP

jazose@deloitte.com

CORRESP
1
filename1.htm

March 26, 2007

Securities
and Exchange Commission

100 F Street, N.E.,

Washington, DC 20549

Re:Capital Product Partners L.P.

Redline of Registration Statement on Form F-1 (File No. 333-141422)

Dear
Ms. Yuna Peng:

        Pursuant
to our earlier conversation, registrant Capital Product Partners L.P. hereby respectfully submits a marked copy of it's Amendment No. 1 to the Registration Statement on Form F-1
as filed today with the Securities and Exchange Commission ("the Commission") against the registration statement filed publicly with the Commission on March 19, 2007.

        If
you have any questions, please contact me at +44-20-7453-1073, fax +44-20-7860-1150 (email: swittmann@cravath.com).

Very
truly yours,

/s/
Sandra C. Wittmann

Ms.
Yuna Peng

    Office of Structured Finance Transportation and Leisure

        Securities and Exchange Commission

            100 F Street N.E.

                Washington D.C. 20549

March 23, 2007

Mr. Evangelos M. Marinakis
c/o CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011

Re:   Capital Product Partners L.P.
 Registration Statement on Form F-1
 Filed March 19, 2006
 File No. 333-141422

Dear Mr. Marinakis:

We have reviewed your responses to the comments in our letter dated March 15, 2007 and
have the following additional comments.  Please not e that all page refere nces below correspond to
the marked version of your filing provided by counsel.

General

1. We reissue comment 1 of our letter dated Ma rch 15, 2007.  Please iden tify Capital Maritime
as an underwriter on the cover of the pros pectus and in the Underwriting section.
Disclosure indicating that Capital Maritime “may  be deemed to be” an underwriter is not
sufficient.

Underwriting

NASD Regulations, page 190

2. We note that 10% or more of the net pro ceeds of the offering may be paid to members
or affiliates of members of NASD.  If this is a result of Capital Maritime using offering
proceeds to pay down loans from certain of th e underwriters or their affiliates, please
revise the Use of Proceeds section in both the summary section and on page 46 to
explain this and to name the affiliates to  whom the proceeds will be paid.  Make
corresponding changes to this section, as well.  If this section was revised for some other reason, please advise.

Exhibit 8.1—Tax Opinion

3. While we note your response to comment 3 of our letter dated March 15, 2007, it does
not appear that you made corresponding changes to your tax opinion.  Revise accordingly or advise.

 Mr. Evangelos M. Marinakis
Capital Product Partners L.P.
March 23, 2007
Page 2

**********

Closing

As appropriate, please amend the registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested supplemental information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your amendment and
responses to our comments.

We direct your attention to Rules 460 a nd 461 regarding requesting acceleration of a
registration statement.  Please allow adequate ti me after the filing of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

Direct any questions on the financial statements  and related disclosure to Beverly Singleton
at (202) 551-3328, or Joseph Foti, at (202) 551-3816.  Direct any other ques tions to H. Yuna Peng
at (202) 551-3391, or in her absence to Sara Kalin at (202) 551-3454.

Sincerely,

         S a r a  K a l i n
         B r a n c h  C h i e f

cc: Via Facsimile
 Gregory M. Shaw, Esq.
 011 44 207 860 1150