SecProbe.io

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 NAVIOS MARITIME PARTNERS L.P.
 85 Akti Miaouli Piraeus 18538,
Greece +30 21 0459 5000
 June 2, 2026 VIA EDGAR SUBMISSION
 U.S. Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Re:
 Navios Maritime Partners L.P. (the “ Company ”)
 Registration Statement on Form F-3 (File
 No. 333-296172) (the “ Registration Statement ”) Ladies and Gentlemen:
 Pursuant to Rule 461 of the Securities Act of 1933, as amended , the Company hereby requests that the U.S. Securities and Exchange Commission take
appropriate action to cause the above-referenced Registration Statement to become effective on Thursday, June 4, 2026, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such
time. If you have any questions regarding this request, please contact our outside counsel, Todd Mason of Thompson Hine LLP, by telephone at (212) 908-3946 or via email at Todd.Mason@ThompsonHine.com. Please also call Todd Mason as soon as the Company’s Registration Statement has been declared effective. Thank you for your attention to this matter.

 Sincerely,

 NAVIOS MARITIME PARTNERS L.P.

 By:

 /s/ A ngeliki Frangou

 Name:

 Angeliki Frangou

 Title:

 Chief Executive Officer

 cc:
 Todd Mason, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 1, 2026

Angeliki Frangou
Chairwoman of the Board of Directors and CEO
Navios Maritime Partners L.P.
c/o Navios Shipmanagement Inc.
85 Akti Miaouli
Piraeus 18538, Greece

 Re: Navios Maritime Partners L.P.
 Registration Statement on Form F-3
 Filed May 22, 2026
 File No. 333-296172
Dear Angeliki Frangou:
 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 Timothy S. Levenberg at 202-551-3707 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Todd E. Mason, Esq., of Thompson Hine LLP
</TEXT>
</DOCUMENT>

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 May 22, 2023

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Michael Purcell

RE:
 Navios Maritime Partners L.P.

 Registration Statement on Form F-3

 Filed May 11, 2023

 File No. 333-271842

Acceleration Request

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, Navios Maritime Partners L.P. (the “Registrant”) hereby respectfully
requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-271842) (the “Registration Statement”), so that it may
become effective at 4:30 p.m. (Eastern Time) on Wednesday, May 24, 2023, or as soon thereafter as practicable, unless the Registrant notifies you otherwise prior to such time.

Please contact Todd Mason of Thompson Hine LLP at (212) 908-3946 with any comments or questions regarding the
Registration Statement, this letter or related matters.

 Very truly yours,

 Navios Maritime Partners L.P.

 By:

/s/ Angeliki Frangou

 Angeliki Frangou

 Chief Executive
Officer

United States securities and exchange commission logo
May 19, 2023
Angeliki Frangou
Chairman of the Board of Directors and Chief Executive Officer
Navios Maritime Partners L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re:Navios Maritime Partners L.P.
Registration Statement on Form F-3
Filed May 11, 2023
File No. 333-271842
Dear Angeliki Frangou:
            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:       Todd Mason

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 NAVIOS MARITIME PARTNERS L.P.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

 September 23,
2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attention:        Kevin Dougherty

Re:
 Navios Maritime Partners L.P.

 Registration Statement on Form F-4

 File No. 333-259526

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Navios Maritime Partners L.P. hereby requests that the effective date of the above-referenced Registration Statement on Form F-4 be accelerated so that the Registration
Statement may become effective at 4:00 P.M. Eastern Time, on September 23, 2021, or as soon as practicable thereafter.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so orally inform Philip Richter of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8763, and then send written confirmation to the
addressees listed on the cover of the Registration Statement.

Very truly yours,

NAVIOS MARITIME PARTNERS L.P.

By:

 /s/ Angeliki Frangou

Name:  Angeliki Frangou

Title:    Chief Executive Officer

United States securities and exchange commission logo
September 21, 2021
Angeliki Frangou
Chairman of the Board of Directors and Chief Executive Officer
Navios Maritime Partners L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re:Navios Maritime Partners L.P.
Registration Statement on Form F-4
Filed September 14, 2021
File No. 333-259526
Dear Ms. Frangou:
            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 Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Philip Richter

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 NAVIOS MARITIME PARTNERS L.P.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

 February 22,
2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Laura Nicholson

 Loan Lauren Nguyen

Re:
 Navios Maritime Partners L.P.

Registration Statement on Form F-4

File No. 333-252139

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Navios Maritime Partners L.P. hereby requests that the effective date of the above-referenced Registration Statement on Form F-4 be accelerated so that the
Registration Statement may become effective at 9:00 A.M. Eastern Time, on February 23, 2021, or as soon as practicable thereafter.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so orally inform Philip Richter of Fried,
Frank, Harris, Shriver & Jacobson LLP at (212) 859-8763, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

Very truly yours,

NAVIOS MARITIME PARTNERS L.P.

By:

/s/ Angeliki Frangou

Name: Angeliki Frangou

Title:   Chief Executive Officer

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Fried, Frank, Harris, Shriver & Jacobson LLP

 One New York Plaza

 New York, New York 10004

Tel: +1.212.859.8000

 Fax: +1.212.859.4000

www.friedfrank.com

 February 4, 2021

CORRESPONDENCE SUBMITTED VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Laura Nicholson

 Loan Lauren
Nguyen

Re:

 Navios Maritime Partners L.P.

Registration Statement on Form F-4

Filed on January 15, 2021

 File No. 333-252139

 Ladies and Gentlemen:

Set forth below are the responses of Navios Maritime Partners L.P. (the “Company”) to comments received from the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), by letter dated January 29, 2021, with respect to the Company’s Registration
Statement on Form F-4 filed with the Commission on January 15, 2021, File No. 333-252139 (the “Registration Statement”). Attached as
Exhibits A and B to this letter are the modifications we would propose to make to the Registration Statement in response. If the Staff concurs that these modifications appropriately address the Staff’s comments, the Company will file with the
Commission an Amendment No. 1 to the Registration Statement (“Amendment No. 1”) reflecting these modifications.

For the Staff’s convenience, each response is prefaced by the Staff’s corresponding comment in bold, italicized text.

Questions and Answers About the Merger and the Special Meeting

What are the material U.S. federal income tax consequences of the Merger to holders of Navios Containers Public Units? page 6

1.
 Please file an opinion as to the material tax consequences of the Merger. See Item 601(b)(8) of
Regulation S-K. For guidance, refer to Section III of Staff Legal Bulletin No. 19.

New York    Washington DC    London    Frankfurt

Fried, Frank, Harris, Shriver & Jacobson LLP is a Delaware Limited Liability Partnership

 Securities and Exchange Commission

February 4, 2021

 Page 2

 Response:

Attached as Exhibit A is the form of opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding certain U.S. federal
income tax matters (the “Tax Opinion”) that the Company would propose to file as Exhibit 8.1 to Amendment No. 1 as well as certain related changes that the Company would propose to make to the Registration Statement.

 Opinion of Financial Advisor to the Navios Containers Conflicts Committee, page 55

2.
 We note your disclosure that Pareto Securities SA delivered its opinion to the Navios Containers
Conflicts Committee to the effect that the Exchange Ratio was fair, from a financial point of view, to the holders of the Navios Containers Public Units. For each valuation analysis performed by Pareto to render the fairness opinion, please disclose
the valuation or valuation range yielded as a result of such analysis.

 Response:

Attached as Exhibit B are proposed changes to the Registration Statement that the Company would propose to make to disclose the
valuation or valuation range yielded as a result of each valuation analysis performed by Pareto Securities SA.

 * * * *

 Securities and Exchange Commission

February 4, 2021

 Page 3

 If you have any questions with respect to the foregoing, please do not
hesitate to contact the undersigned at (212) 859-8763 or via email at philip.richter@friedfrank.com.

 Very truly yours,

 /s/ Philip Richter

Philip Richter

cc:

 Via Email

Angeliki Frangou, Chief Executive Officer, Navios Maritime Partners L.P.

Todd E Mason, Thompson Hine LLP

 Ryan J. Maierson,
Latham & Watkins LLP

 Nick S. Dhesi, Latham & Watkins LLP

United States securities and exchange commission logo
January 29, 2021
Angeliki Frangou
Chief Executive Officer
Navios Maritime Partners L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re:Navios Maritime Partners L.P.
Registration Statement on Form F-4
Filed January 15, 2021
File No. 333-252139
Dear Mr. Frangou:
            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.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed November 15, 2021
Questions and Answers About the Merger and the Special Meeting
What are the material U.S. federal income tax consequences of the Merger to holders of Navios
Containers Public Units? , page 6
1.Please file an opinion as to the material tax consequences of the Merger.  See Item
601(b)(8) of Regulation S-K. For guidance, refer to Section III of Staff Legal Bulletin No.
19.
Opinion of Financial Advisor to the Navios Containers Conflicts Committee, page 55
2.We note your disclosure that Pareto Securities SA delivered its opinion to the Navios
Containers Conflicts Committee to the effect that the Exchange Ratio was fair, from a
financial point of view, to the holders of the Navios Containers Public Units.  For each

 FirstName LastNameAngeliki Frangou
 Comapany NameNavios Maritime Partners L.P.
 January 29, 2021 Page 2
 FirstName LastName
Angeliki Frangou
Navios Maritime Partners L.P.
January 29, 2021
Page 2
valuation analysis performed by Pareto to render the fairness opinion, please disclose the
valuation or valuation range yielded as a result of such analysis.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Philip Richter

United States securities and exchange commission logo
May 8, 2020
Angeliki Frangou
Chairman of the Board of Directors and Chief Executive Officer
Navios Maritime Partners L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re:Navios Maritime Partners L.P.
Registration Statement on Form F-3
Filed April 30, 2020
File No. 333-237934
Dear Ms. Frangou:
            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 Irene Barberena-Meissner at 202-551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Todd E. Mason, Esq.

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 May 8, 2020

VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Irene Barberena-Meissner

RE:
 Navios Maritime Partners L.P.

 Registration Statement on Form F-3

 Filed April 30, 2020

 File No. 333-237934

Acceleration Request

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Navios Maritime Partners L.P. (the
“Registrant”) hereby respectfully requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-237934) (the
“Registration Statement”), so that it may become effective at 4:30 p.m. (Eastern Time) on Tuesday, May 12, 2020, or as soon thereafter as practicable.

Please contact Todd Mason of Thompson Hine LLP at (212) 908-3946 with any comments or questions regarding the
Registration Statement, this letter or related matters.

 Very truly yours,

 Navios Maritime Partners L.P.

 By:

 /s/ Efstratios Desypris

Efstratios Desypris

Chief Financial Officer

July 10, 2019
Angeliki Frangou
Chairman and Chief Executive Officer
Navios Maritime Acquisition Corporation
Navios Maritime Partners, L.P.
Navios Maritime Holdings, Inc.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re:Navios Maritime Acquisition Corporation
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed April 19, 2019 and File No. 001-34104
Navios Maritime Partners L.P.
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed April 9, 2019 and File No. 001-33811
Navios Maritime Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed April 29, 2019 and File No. 001-33311
Dear Ms. Frangou:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Navios Acquisition - Form 20-F for the Fiscal Year Ended December 31, 2018
Notes to the Consolidated Financial Statements
Note 3. Acquisition of Navios Midstream, page F-19
1.We note that in accounting for the acquisition of the remaining interest of Navios
Midstream, you recorded a bargain purchase gain.  Please tell us and revise to disclose the
reasons why the transaction resulted in a gain.  Also, please explain to us how you

 FirstName LastNameAngeliki Frangou
 Comapany NameNavios Maritime Acquisition Corporation
 July 10, 2019 Page 2
 FirstName LastNameAngeliki Frangou
Navios Maritime Acquisition Corporation
July 10, 2019
Page 2
determined the fair value of the previously held equity interest in Navios Midstream as
well as the fair value of the vessels acquired.Your response should include the nature and
amount of all significant assumptions used in the valuation.
Navios Partners - Form 20-F for the Fiscal Year Ended December 31, 2018
Notes to the Consolidated Financial Statements
Note 20. Investment in Affiliates, page F-39
2.We note your equity method investment in Navios Containers generated equity earnings
for fiscal year December 31, 2018 that appear to be material to your net loss pursuant to
the requirements of Rule 3-09 of Regulation S-X.  We further note you have provided
summarized financial information of this entity at page F-41 pursuant to Rule 4-08(g) of
Regulation S-X and have provided expanded financial statements at Exhibit 15.3 that
do not include an accompanying auditors' report or related footnotes.  As such, please tell
us the consideration given to providing a full set of audited financial statements of Navios
Containers in your December 31, 2018 Form 20-F in compliance with Rule 3-09 of
Regulation S-X.
Navios Holdings - Form 20-F for the Fiscal Year Ended December 31, 2018
Item 3. Key Information
D. Risk Factors
Risks Relating to Argentina, page 45
3.We note that you have included a discussion on the risks related to operating in
Argentina.  However, we do not note any discussion of a highly inflationary economy.  In
light of the fact that Argentina was determined to be a highly inflationary economy as of
June 30, 2018, please revise to disclose this fact, the economic factors resulting in the
Argentine economy being highly inflationary economy, and the impact on your operations
and trends due to this change.  Also, tell us how you have accounted for any financial
statement impact of changes in currency rates/general price impact on Navios Logistics
under the guidance in ASC 830-10-45.  See also ASC 830-20-50-3.
Item 4. Information on the Company
B. Business Overview, page 53
4.We note from your Shipping Operations discussion on page 56 that you disclose the
vessels owned and Chartered-In by Navios Holdings but do not include the vessels
owned/leased by your consolidated entities Navios Logistics and Navios Containers.
Please revise to include the nature of all vessels owned by the company, both core, and
those of your consolidated subsidiaries.  See guidance in Item 102 of Regulation S-K.
 Your disclosure on page 79 of MD&A should be similarly revised.

 FirstName LastNameAngeliki Frangou
 Comapany NameNavios Maritime Acquisition Corporation
 July 10, 2019 Page 3
 FirstName LastNameAngeliki Frangou
Navios Maritime Acquisition Corporation
July 10, 2019
Page 3
Operating and Financial Review and Prospects
Critical Accounting Policies
Impairment of Long Lived Assets, page 113
5.It appears that your discussion on the impairment analysis of long lived assets includes
only the core vessels owned by Navios Holdings and does not include those owned by
your consolidated subsidiaries Navios Logistics and Navios Acquisition.  In light of the
fact that these vessels are included on the balance sheet of the consolidated entity, and
generate (or will generate) significant amounts of revenue to your operations, your
MD&A should include a discussion on how these vessels are analyzed for impairment.  In
this regard, we note from the Form 20-F of Navios Maritime Containers that an
impairment analysis was performed on five vessels during the year ended December 31,
2018, however your discussion in the MD&A section of Navios Holdings does not include
details of this impairment analysis.  Please revise accordingly.  Also, please revise your
table on page 114 and 115 to include all vessels owned by Navios Holdings and not just
the “core vessels” which exclude those of Navios Logistics and Navios Containers.
Notes to the Consolidated Financial Statements
Note 2: Summary of Significant Accounting Policies
Revenue and Expense Recognition, page F-20
6.Refer to your disclosure of the adoption of ASC 606, Revenue from Contracts with
Customers.  Please disclose, if true, you adopted the standard using the modified
retrospective approach. Ensure you address all aspects of your adoption as specified in
ASC 606-10-65-1, particularly paragraphs d.2, h and i, as appropriate.  For example, if
applicable, disclose that the modified retrospective approach allows the standard to be
applied retrospectively through a cumulative catch up adjustment recognized upon
adoption (and the amount of such adjustment), with comparative financial statement
information not restated and reported under the accounting standards in effect for those
periods.
Note 3. Consolidation of Navios Containers, page F-27
7.We note that the excess of the fair value of Navios Containers’ identifiable net assets of
$229,865 over the total fair value of Navios Containers’ total shares outstanding as of
November 30, 2018 of $171,743 resulted in a bargain gain upon obtaining control in the
amount of $58,122.  Please explain to us and revise to disclose how you determined the
fair value of the net assets, specifically the vessels and favorable lease terms acquired.
Also, please tell us and revise to disclose how you were able to recognize a bargain gain
in this transaction.  See guidance in ASC 805-30-50-1(f)(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.

 FirstName LastNameAngeliki Frangou
 Comapany NameNavios Maritime Acquisition Corporation
 July 10, 2019 Page 4
 FirstName LastName
Angeliki Frangou
Navios Maritime Acquisition Corporation
July 10, 2019
Page 4
            You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at (202) 551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Melissa Raminpour at (202) 551-3379 with any other questions.

Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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August 13, 2018

 Via EDGAR Transmission

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Melissa Raminpour

Re:
 Re: Navios Maritime Acquisition Corporation

Form 20-F for the Fiscal Year Ended December 31, 2018 Filed April 19, 2019 and File No. 001-34104

 Navios Maritime Partners L.P.

Form 20-F for the Fiscal Year Ended December 31, 2018 Filed April 9, 2019 and File No. 001-33811

 Navios Maritime Holdings Inc.

Form 20-F for the Fiscal Year Ended December 31, 2018 Filed April 29, 2019 and File No. 001-33311

 Dear Ms. Raminpour:

On behalf of Navios Maritime Acquisition Corporation, Navios Maritime Partners L.P. and Navios Maritime Holdings Inc. (the
“Companies”), we are writing in response to the letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), dated August 9, 2019
(the “Comment Letter”), relating to the Companies’ Annual Reports on Form 20-F for the fiscal year ending December 31, 2018. Please note that for the Staff’s convenience, we have
recited the Staff’s comments and provided our response to such comments immediately thereafter.

 The Company expects to file an
exhibit only filing on Form 20-F/A for Navios Maritime Partners L.P. within approximately one week, as indicated in our response letter to the Staff on July 22, 2019, which will include a cover page, an explanatory note, Item 19 including a new
Exhibit 15.3, the signature page, and certifications.

 4839-3784-8732.3

 THOMPSON HINE LLP

ATTORNEYS AT LAW

 335 Madison Avenue

 12th Floor

New York, New York 10017-4611

 www.ThompsonHine.com

 O:
212.344.5680

 F:    212.344.6101

 Navios Holdings—Form 20-F for the Fiscal Year Ended December 31, 2018

 Item 3. Key Information

D. Risk Factors

 Risks Relating to Argentina, page
45

1.
 We have reviewed your response to our prior comment 3 concerning Navios Holdings. In future filings, please
expand your Risk Factors section to disclose that Argentina was determined to be a highly inflationary economy as of June 30, 2018, the economic factors resulting in the Argentine economy being highly inflationary, and the relevant portions of
your response as to why there was no material impact on your operations or the need for remeasurement of the financial statements of the Argentinian subsidiary, including the fact that the functional currency of the Argentinian subsidiary is the
U.S. dollar and its day-to-day operations are dependent on the economic environment of the parent company’s U.S. dollar currency.

Response: The comment has been duly noted and in future filings, the Company will revise its Risk Factors to expand the risks related to regarding
Argentina’s highly inflationary economy, the economic factors resulting in the Argentine economy being highly inflationary, and the relevant portions of the Company’s reasoning as to why there was no material impact on the Company’s
operations or the need for remeasurement of the financial statements of the Company’s Argentinian subsidiary, including the fact that the functional currency of such Argentinian subsidiary is the U.S. dollar and its day-to-day operations are dependent on the economic environment of the parent company’s U.S. dollar currency.

*    *    *    *

 Please call the undersigned at (212) 908-3946 with any comments or questions regarding the Form 20-F or this response letter.

Very truly yours,

/s/ Todd E. Mason

 cc:     Securities and Exchange Commission (Ms. Beverly Singleton)

Navios Maritime Holdings Inc. (Mr. George Achniotis)

Navios Mairitme Partners L.P. (Mr. Efstratios Desypris)

Navios Maritime Acquisition Corporation. (Mr. Leonidas Korres)

August 9, 2019
Angeliki Frangou
Chairman and Chief Executive Officer
Navios Maritime Acquisition Corporation
Navios Maritime Partners, L.P.
Navios Maritime Holdings, Inc.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re:Navios Maritime Acquisition Corporation
Form 20-F for the Fiscal Year Ended December 31, 2018
Response dated July 22, 2019 and File No. 001-34104
Navios Maritime Partners L.P.
Form 20-F for the Fiscal Year Ended December 31, 2018
Response dated July 22, 2019 and File No. 001-33811
Navios Maritime Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2018
Response dated July 22, 2019 and File No. 001-33311
Dear Ms. Frangou:
            We have reviewed your July 22, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 10, 2019 letter.
Navios Holdings - Form 20-F for the Fiscal Year Ended December 31, 2018
Item 3. Key Information
D. Risk Factors
Risk Relating to Argentina, page 45

 FirstName LastNameAngeliki Frangou
 Comapany NameNavios Maritime Acquisition Corporation
 August 9, 2019 Page 2
 FirstName LastName
Angeliki Frangou
Navios Maritime Acquisition Corporation
August 9, 2019
Page 2
1.We have reviewed your response to our prior comment 3 concerning Navios Holdings.  In
future filings, please expand your Risk Factors section to disclose that Argentina was
determined to be a highly inflationary economy as of June 30, 2018, the economic factors
resulting in the Argentine economy being highly inflationary, and the relevant portions of
your response as to why there was no material impact on your operations or the need for
remeasurement of the financial statements of the Argentinian subsidiary, including the
fact that the functional currency of the Argentinian subsidiary is the U.S. dollar and its
day-to-day operations are dependent on the economic environment of the parent
company's U.S. dollar currency.

            You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at (202) 551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Melissa Raminpour at (202) 551-3379 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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CORRESP

 July 22, 2019

 Via
EDGAR Transmission

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Melissa Raminpour

Re:
 Re: Navios Maritime Acquisition Corporation

Form 20-F for the Fiscal Year Ended December 31, 2018

Filed April 19, 2019 and File No. 001-34104

Navios Maritime Partners L.P.

Form 20-F for the Fiscal Year Ended December 31, 2018

Filed April 9, 2019 and File No. 001-33811

Navios Maritime Holdings Inc.

Form 20-F for the Fiscal Year Ended December 31, 2018

Filed April 29, 2019 and File No. 001-33311

Dear Ms. Raminpour:

 On
behalf of Navios Maritime Acquisition Corporation (“Navios Acquisition”), Navios Maritime Partners L.P. (“Navios Partners”) and Navios Maritime Holdings Inc. (“Navios Holdings”) (collectively, the
“Companies”), we are writing in response to the letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), dated July 10, 2019 (the
“Comment Letter”), relating to the Companies’ Annual Reports on Form 20-F for the fiscal year ending December 31, 2018. Please note that for the Staff’s convenience, we have recited
the Staff’s comments and provided our response to such comments immediately thereafter. Pursuant to discussions with Ms. Singleton, we have responded to the Comment Letter with one response letter for all the Companies.

Navios Acquisition—Form 20-F for the Fiscal Year Ended December 31,
2018

 Notes to the Consolidated Financial Statements

Note 3. Acquisition of Navios Midstream, page F-19

1.
 We note that in accounting for the acquisition of the remaining interest of Navios Midstream, you recorded a
bargain purchase gain. Please tell us and revise to disclose the reasons why the transaction resulted in a gain. Also, please explain to us how you determined the fair value of the previously held equity interest in Navios Midstream as well as the
fair value of the vessels acquired. Your response should include the nature and amount of all significant assumptions used in the valuation.

 Response: The amounts included in this response are expressed in thousands of U.S. Dollars in order to
conform with the disclosures contained in Note 3 of Navios Acquisition’s Form 20-F. The excess of the fair value of the identifiable net assets acquired of $123,450 over the total
purchase price consideration of $54,499, resulted in a bargain purchase gain in the amount of $68,951. During 2018, the publically traded stock prices of US listed shipping companies were trading at discounts to their net asset value
(“NAV”). This trading discount to NAV resulted in the recognition of a bargain purchase gain for Navios Acquisition. The purchase price and the number of shares to be issued at the closing of the acquisition was proposed in June 2018 by
using a conversion rate of 0.42 of a Navios Acquisition share to one common unit of Navios Maritime Midstream Partners L.P. (“Navios Midstream”), which was based on the market share prices in June 2018, plus an implied 1% premium. The
definitive agreement that validated the proposed conversion rate was signed in October 2018 between Navios Acquisition and Navios Midstream. The proposed conversion rate was accepted with no adjustments. Between the proposal date, the date of the
signing of the definitive agreement and the date of closing, there was no adjustment made to the number of shares to be issued by Navios Acquisition for movement in the share price or the price of the net assets to be acquired.

The following table summarizes the purchase price, the fair value of assets acquired, and liabilities assumed on December 13, 2018:

 Purchase price:

Note

 Fair value of previously held interest (58.97%)

31,515
(1)

 Equity issuance (3,683,284 Navios Acquisition shares * $6.24)

22,984

 Total purchase price

54,499

 Fair value of assets and liabilities acquired:

 Vessels

234,000
(2)

 Current assets (including cash of $25,260)

64,530

 Favourable lease terms

36,900
(3)

 Long term debt assumed (including current portion)

(198,337
)

 Current liabilities

(13,643
)

 Fair value of net assets acquired

123,450

 Bargain purchase gain

68,951

(1)
 As of December 13, 2018 and in accordance with ASC 805-10-25-10, our previously held interest of 58.97% in Navios Midstream with a carrying value of $107,213 was remeasured to a fair value of $31,515 by using the
closing price of the market share price of Navios Midstream (NYSE:NAP) of $2.50 on the day of the Merger resulting in a loss on acquisition of control in the amount of $75,698 and is presented within, “Equity /(loss) in net earnings of
affiliated companies”.

(2)
 The fair value of the vessels was determined based on vessel valuations, obtained from independent third party
shipbrokers, which are among other things, based on recent sales and purchase transactions of similar vessels.

(3)
 When acquired charters have charter rates that are higher than market charter rates, an asset is recorded,
being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. The fair value of the favorable lease terms (intangible assets) was

 2

determined by reference to market data and the discounted amount of expected future cash flows. The key assumptions that were used in the discounted cash flow analysis were as follows: 1) the
acquired fixed charter rate over the remaining useful life of the lease term compared to 2) the current market charter rates for a similar contract and 3) discounted using our weighted average cost of capital of 9.10%.

In future filings, the Company will revise its footnote disclosures to describe the reason why the transaction resulted in a gain and to disclose how the
Company determined the fair value of the vessels and the favorable lease terms. A copy of the Company’s proposed disclosure is as follows:

 The
transaction resulted in a bargain purchase gain as a result of the share price of Navios Midstream trading at a discount to their net asset value (“NAV”).

The fair value of the vessels was determined based on vessel valuations, obtained from independent third party shipbrokers, which are among other things,
based on recent sales and purchase transactions of similar vessels. The fair value of the favorable lease terms (intangible assets) was determined by reference to market data and the discounted amount of expected future cash flows. The key
assumptions that were used in the discounted cash flow analysis were as follows: 1) the contracted charter rate of the acquired charter over the remaining lease term compared to 2) the current market charter rates for a similar contract and 3)
discounted using our weighted average cost of capital of 9.10%.

 Navios Partners—Form 20-F for the
Fiscal Year Ended December 31, 2018

 Notes to the Consolidated Financial Statements

Note 20. Investment in Affiliates, page F-39

2.
 We note your equity method investment in Navios Containers generated equity earnings for fiscal year
December 31, 2018 that appear to be material to your net loss pursuant to the requirements of Rule 3-09 of Regulation S-X. We further note you have provided
summarized financial information of this entity at page F-41 pursuant to Rule 4-08(g) of Regulation S-X and have provided
expanded financial statements at Exhibit 15.3 that do not include an accompanying auditors’ report or related footnotes. As such, please tell us the consideration given to providing a full set of audited financial statements of Navios
Containers in your December 31, 2018 Form 20-F in compliance with Rule 3-09 of Regulation S-X.

Response: The Company acknowledges the Staff’s comment and notes that the exclusion of the auditor’s report and the related footnotes in
Appendix 15.3 was an oversight and the Company intended to include the audit opinion and full financial statements of Navios Containers in Appendix 15.3. Upon no further comments from the Staff, the Company will file an exhibit only filing on Form 20-F/A which includes the cover page, an explanatory note, and Item 19, which is the exhibit section including the new exhibit, the signature page and certifications.

 3

 Navios Holdings - Form 20-F for the Fiscal Year Ended
December 31, 2018

 Item 3. Key Information

D. Risk Factors

 Risks Relating to Argentina, page
45

3.
 We note that you have included a discussion on the risks related to operating in Argentina. However, we do
not note any discussion of a highly inflationary economy. In light of the fact that Argentina was determined to be a highly inflationary economy as of June 30, 2018, please revise to disclose this fact, the economic factors resulting in the
Argentine economy being highly inflationary economy, and the impact on your operations and trends due to this change. Also, tell us how you have accounted for any financial statement impact of changes in currency rates/general price impact on Navios
Logistics under the guidance in ASC 830-10-45. See also ASC
830-20-50-3.

Response: The functional currency for our Argentinian subsidiary is the U.S. dollar. The recent designation of the Argentina economy as highly
inflationary did not change the Company’s historic assessment of the functional currency for its Argentina subsidiary. In accordance with
ASC 830-10-45, the Company determined that the day-to-day operations of
Argentina are dependent on the economic environment of the parent company’s currency (i.e., U.S. dollars), and the changes in the individual assets and liabilities in Argentina directly impact the cash flows of the parents in U.S. dollars.

The following lists some of the key considerations utilized by management in its assessment of its Argentinian subsidiary:

•

 The Argentinian subsidiary sales are predominantly denominated in U.S. dollars.

•

 The financing for the Argentinian subsidiary is provided in U.S. dollars.

•

 The Argentinian subsidiary’s exposure to the Argentinian peso is primarily related to local expenses
including:

•

 The settlement of accounts payable with local vendors.

•

 The receipt of cash from local customers to settle accounts receivable.

•

 The payment of local employee salaries and benefits.

•

 Value-added taxes payable to the local government.

The Argentinian subsidiary’s non-local accounts payable and accounts receivable are primarily settled in U.S.
dollars. As a result, the Company concluded that the determination that the Argentinian economy is highly inflationary did not result in the remeasurement of the financial statements for the Company’s Argentinian subsidiary.

As the Company’s determination that the Argentinian economy is highly inflationary does not result in the remeasurement of the financial statements for
the Company’s Argentinian subsidiary, the impact from this highly inflationary economy on the Company’s results of operations in MD&A has historically been immaterial for disclosure. The Company will continue to monitor whether the
inclusion of the impact from this highly inflationary economy is material to the Company’s results of operations and will include disclosures in MD&A when appropriate.

 4

 Item 4. Information on the Company

B. Business Overview, page 53

4.
 We note from your Shipping Operations discussion on page 56 that you disclose the vessels owned and Chartered-In by Navios Holdings but do not include the vessels owned/leased by your consolidated entities Navios Logistics and Navios Containers. Please revise to include the nature of all vessels owned by the
company, both core, and those of your consolidated subsidiaries. See guidance in Item 102 of Regulation S-K. Your disclosure on page 79 of MD&A should be similarly revised.

Response: The Company acknowledges the Staff’s comments and in the future filing of the Annual Report on Form
20-F, the Company will revise the shipping operations and relevant MD&A discussions to include the vessels owned/leased by the Company, including the core vessels, as well as those of the Company’s
consolidated subsidiaries, such as Navios Logistics and Navios Containers.

 Operating and Financial Review and Prospects

Critical Accounting Policies

 Impairment of Long Lived
Assets, page 113

5.
 It appears that your discussion on the impairment analysis of long lived assets includes only the core
vessels owned by Navios Holdings and does not include those owned by your consolidated subsidiaries Navios Logistics and Navios Acquisition. In light of the fact that these vessels are included on the balance sheet of the consolidated entity, and
generate (or will generate) significant amounts of revenue to your operations, your MD&A should include a discussion on how these vessels are analyzed for impairment. In this regard, we note from the Form
20-F of Navios Maritime Containers that an impairment analysis was performed on five vessels during the year ended December 31, 2018, however your discussion in the MD&A section of Navios Holdings
does not include details of this impairment analysis. Please revise accordingly. Also, please revise your table on page 114 and 115 to include all vessels owned by Navios Holdings and not just the “core vessels” which exclude those of
Navios Logistics and Navios Containers.

 Response: The Company acknowledges the Staff’s comments and in future filing of
the Annual Report on Form 20-F, the Company will revise the MD&A discussion to include any relevant impairment analysis for the Navios Containers and Navios Logistics vessels and will also revise the table
on page 114 and 115 accordingly as indicated in the comment.

 Notes to the Consolidated Financial Statements

Note 2: Summary of Significant Accounting Policies

Revenue and Expense Recognition, page F-20

 5

6.
 Refer to your disclosure of the adoption of ASC 606, Revenue from Contracts with Customers. Please disclose,
if true, you adopted the standard using the modified retrospective approach. Ensure you address all aspects of your adoption as specified in ASC
606-10-65-1, particularly paragraphs d.2, h and i, as appropriate. For example, if applicable, disclose that the modified
retrospective approach allows the standard to be applied retrospectively through a cumulative catch up adjustment recognized upon adoption (and the amount of such adjustment), with comparative financial statement information not restated and
reported under the accounting standards in effect for those periods.

 Response: The Company acknowledges the
Staff’s comment and the future filing of the Annual Report on Form 20-F, the Company will disclose that it used the modified retrospective approach to adopt ASC 606. A copy of the Company’s proposed
disclosure is as follows:

 On January 1, 2018, the Company
adopted ASU No. 2014-09, “Revenue from Contracts with Customers” and the related amendments (“ASC 606” or “the new revenue standard”) using the modified
retrospective method, requiring to recognize the cumulative effect of adopting this guidance as an adjustment to the 2018 opening balance of retained earnings and not retrospectively adjusting prior periods. As a result of adoption, there was no
cumulative impact to the Company’s retained earnings at January 1, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Note 3. Consolidation of Navios Containers, page F-27

7.
 We note that the excess of the fair value of Navios Containers’ identifiable net assets of $229,865
over the total fair value of Navios Containers’ total shares outstanding as of November 30, 2018 of $171,743 resulted in a bargain gain upon obtaining control in the amount of $58,122. Please explain to us and revise to disclose how you
determined the fair value of the net assets, specifically the vessels and favorable lease terms acquired. Also, please tell us and revise to dis

CORRESP
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CORRESP

 May 4, 2017

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Anne Nguyen Parker, Assistant Director, Office of Transportation and Leisure

RE:
Navios Maritime Partners L.P.

Registration Statement on Form F-3

Filed April 10, 2017

File No. 333-215529

Acceleration Request

 Ladies and
Gentleman:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Navios Maritime Partners L.P. (the
“Registrant”) hereby respectfully requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-215529) (the
“Registration Statement”), so that it may become effective at 4:00 p.m. (Eastern Time) on Friday, May 5, 2017, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)
should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement;

(ii)
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; and

(iii)
the Registrant 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 United States.

 Please contact Todd Mason of Thompson Hine LLP at (212) 908-3946 with any comments or
questions regarding the Registration Statement, this letter or related matters.

Very truly yours,

Navios Maritime Partners L.P.

By:

/s/ Efstratios Desypris

 Name:  Efstratios Desypris

Title:    Chief Financial Officer

 Signature Page to Acceleration Request

CORRESP
1
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CORRESP

 April 10, 2017

VIA EDGAR

 Anne Nguyen Parker

Assistant Director

 Office of Transportation and
Leisure

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:

Navios Maritime Partners L.P.

Registration Statement on Form F-3

Filed March 2, 2017

File No. 333-215529

 Dear Ms. Parker:

 On
behalf of Navios Maritime Partners L.P., a partnership formed in the Republic of the Marshall Islands (the “Company”), this letter sets forth the Company’s response to the comment of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated March 8, 2017 (the “Staff Letter”), regarding Amendment
No. 1 to the Registration Statement on Form F-3 (the “Registration Statement”), filed by the Company with the Commission on March 2, 2017. For the convenience of the
Staff, the comment from the Staff Letter corresponds to the numbered paragraph in the Staff Letter and is restated in italics prior to the response to such comment.

Please read this letter in conjunction with the accompanying Amendment No. 2 to the Registration Statement (“Amendment
No. 2”), which the Company filed with the Commission on the date hereof.

 Material U.S. Federal Income Tax Considerations, page 72

1.
We note your response to our prior comment 2 and reissue in part. We note that the introductory paragraph indicates that this section “is based upon the opinion of Reeder & Simpson P.C.” We also
note that you have filed Reeder & Simpson P.C.’s short-form tax opinion as Exhibit 8.1. Please revise this section to clearly state that the tax consequences are counsel’s opinion. Refer to Section III.B.2 of Staff Legal Bulletin
No. 19 dated October 14, 2011.

 Response:

In response to the Staff’s comment, the Company revised the disclosure on page S-62 of Amendment No 2.

*        *        *

 We appreciate the Staff’s comments and request
the Staff contact the undersigned at (212) 908-3946 or Todd.Mason@ThompsonHine.com with any questions or comments regarding this letter.

 Very truly yours,

 /s/ TODD E. MASON

 Todd E. Mason

 of Thompson Hine
LLP

CC:
Angeliki Frangou, Chief Executive Officer, Navios Maritime Partners L.P.

Mail Stop 3561
March  8, 2017

Angeliki Frangou
Chief Executive Officer
Navios Maritime Partners L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco

Re: Navios Maritime Partners L.P.
  Amendment No. 1 to Registration Statement on Form F-3
Filed  March 2 , 2017
  File No.  333-215529

Dear Mr. Frangou :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information s o 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 registration statement and the information you
provide in response to these  comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 27, 2017 letter .

Marshall Islands Tax Consequences, page 72

1. We note your response to our prior comment 2 and reissue in part.  We note that the
introductory paragraph indicates that this section “is based upon the opinion of Reeder &
Simpson P.C. ”  We also note that you have filed Reeder & Simpson P.C.’s short -form tax
opinion as Exhibit 8.1.  Please revise this section to clearly state that the tax
consequences are counsel’s opinion.   Refer to Secti on III.B.2  of Staff Legal Bulletin No.
19 dated October 14, 2011.

Angeliki Frangou
Navios Maritime Partners L.P.
March  8, 2017
Page 2

Please contact Donald E. Field  at (202) 551 -3680 or me at (202) 551 -3611 with any
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc: Todd E. Mason, Esq.
Thompson Hine LLP

CORRESP
1
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CORRESP

 March 2, 2017

VIA EDGAR

 Anne Nguyen Parker

Assistant Director

 Office of Transportation and
Leisure

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
Navios Maritime Partners L.P.

Registration Statement on Form F-3

Filed January 12, 2017

File No. 333-215529

 Dear Ms. Parker:

On behalf of Navios Maritime Partners L.P., a partnership formed in the Republic of the Marshall Islands(the “Company”), this
letter sets forth the Company’s response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated
January 27, 2017 (the “Staff Letter”), regarding the Registration Statement on Form F-3 (the “Registration Statement”), filed by the Company with the Commission on January 12, 2017. For
the convenience of the Staff, each comment from the Staff Letter corresponds to the numbered paragraph in the Staff Letter and is restated in italics prior to the response to such comment.

Please read this letter in conjunction with the accompanying Amendment No. 1 to the Registration Statement (“Amendment No. 1”),
which the Company filed with the Commission on the date hereof.

 Material U.S. Federal Income Tax Considerations, page 65

1.
We note that the introductory paragraph indicates that this section is being opined upon by Thompson Hine LLP but a tax opinion has not been filed as an exhibit. We also note that the Risk Factors section on page 4
also includes Thompson Hine LLP opinions. See the first paragraph on page 42. Please file the associated tax opinion.

 Response:

In response to the Staff’s comment, the Company has filed a tax opinion of Thompson Hine LLP as Exhibit 8.2 to Amendment No. 1.

Marshall Islands Tax Consequences, page 72

2.
We note that the introductory paragraph indicates that this section is based upon the opinion of Reeder & Simpson P.C. but a tax opinion has not been filed as an exhibit. Please file the associated tax
opinion. Additionally, if the associated tax opinion will be a short-form tax opinion, the prospectus must clearly state that the tax consequences are counsel’s opinion. Please revise accordingly.

Response:

In response to the Staff’s comment, the Company has filed a tax opinion of Reeder & Simpson P.C. as Exhibit 8.1 to Amendment No. 1.

*  *  *

 We appreciate the Staff’s comments and request the Staff contact the undersigned at (212) 908-3946 or
Todd.Mason@ThompsonHine.com with any questions or comments regarding this letter.

 Very truly yours,

 /s/ Todd E. Mason

Todd E. Mason

 of Thompson
Hine LLP

 CC: Angeliki Frangou, Chief Executive Officer, Navios Maritime Partners L.P.

Mail Stop 3561
January  27, 2017

Angeliki Frangou
Chief Executive Officer
Navios Maritime Partners L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco

Re: Navios Maritime Partners L.P.
  Registration Statement on Form F-3
Filed  January 12, 2017
  File No.  333-215529

Dear Mr. Frangou :

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 .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropr iate, 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.

Material U.S. Federal Income Tax Considerations, page 65

1. We note that the introductory paragraph indicates that this section is being opined upon
by Thompson Hine LLP but a tax opinion has not been filed as an exhibit.  We also note
that the Risk Factors section on page 4 also includes Thompson Hine LLP opinions.  See
the first paragraph on page 42.  Please file the associated tax opinion .

Angeliki Frangou
Navios Maritime Partners L.P.
January 27 , 2017
Page 2

Marshall Islands Tax Consequences, page 72

2. We note that the introductory p aragraph indicates that this section is based upon the
opinion of Reeder & Simpson P.C.  but a tax opinion has not been filed as an exhibit.
Please file the associated tax opinion .  Additionally, if the associated tax opinion  will be  a
short -form tax opini on, the prospectus must clearly state that the tax consequences are
counsel’s opinion.  P lease revise accordingly.

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

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Donald E. Field  at (202) 551 -3680 or me at (202) 551 -3611  with any
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc: Todd E. Mason, Esq.
Thompson Hine LLP

July 27, 2015

Mr. Efstratios Desypris
Chief Financial Officer
Navios Maritime Partners L.P.
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re: Navios Maritime Partners L.P.
 Form 20-F for the Year Ended December 31, 2014
Filed March 13, 2015
File No. 001 -33811

Dear Mr. Desypris :

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 u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

CORRESP
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Correspondence

 July 23, 2015

 Melissa
Raminpour

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Mail Stop 4561

Washington, D.C. 20549

RE:

Navios Maritime Partners L.P.

Form 20-F for the Year Ended December 31, 2014

Filed March 13, 2015

File No. 001-33811

 Dear Ms. Raminpour,

As outside counsel to, and on behalf of, Navios Maritime Partners L.P. (the “Company”), we respond as follows to the
Staff’s legal comments dated July 10, 2015 (the “Comment Letter”) relating to the above-captioned Annual Report on Form 20-F (the “Annual Report”) of the Company. Please note that for the Staff’s
convenience, we have recited the Staff’s comment and provided our response to it immediately thereafter.

 Form 20-F for the Year Ended
December 31, 2014

 Item 5. Operating and Financial Review and Prospects

F. Contractual Obligations and Contingencies, Page 63

1. Please revise to include estimated interest payments on outstanding long-term debt obligations. Because the table is aimed at increasing
transparency of cash flows, it appears that interest payments should be disclosed. You may either disclose estimated interest payments in the table of contractual obligations or in a footnote to the table. Additionally, please disclose any
assumptions used to arrive at the estimated amounts based on variable rates. Please refer to Item 5.F of the General Instructions to Form 20-F.

Response: In response to the Staff’s comment, the Company will revise its disclosure in its future filings, beginning with its interim report for
the six months ended June 30, 2015 on Form 6-K, to include estimated interest payments in a footnote to the table of contractual obligations and will include disclosure regarding any significant assumptions used to calculate such amounts.

 July 23, 2015

 Page 2

 Attached as Exhibit A to this letter are the representations from the Company requested by the Staff.

Please call the undersigned at (212) 908-3946 with any comments or questions regarding the Annual Report, this letter or related matters
and please send a copy of any written comments to the undersigned.

    Very truly yours,

    /s/ Todd E. Mason

         Todd E. Mason

 Exhibit A

SECRETARY’S CERTIFICATE

July 23, 2015

 I, Vasiliki Papaefthymiou,
duly appointed secretary of Navios Maritime Partners L.P. (the “Company”), pursuant to the Staff’s request in its letter dated July 10, 2015, acknowledge 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 Securities and Exchange Commission (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.

IN WITNESS WHEREOF, the undersigned has made and signed this Certificate on the date set forth above.

 /s/ Vasiliki Papaefthymiou

Vasiliki Papaefthymiou

July 10, 2015

Mr. Efstratios Desypris
Chief Financial Officer
Navios Maritime Partners L.P.
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re: Navios Maritime Partners L.P.
 Form 20-F for the Year Ended December 31, 2014
Filed March 13, 2015
File No. 001-33811

Dear Mr. Desypris :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  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
comment applies  to your facts and circumstances, please tell us why in your response.

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

Item 5. Operating and Financial Review and Pro spects

F. Contractual Obligations and Contingencies, Page 63

1. Please revise to include estimated interest payments on outstanding long -term debt
obligations.  Because the table is aimed at increasing transparency of cash flows, it
appears that interest pa yments should be disclosed.  You may either disclose estimated
interest payments in the table of contractual obligations or in a footnote to the table.
Additionally, please disclose any assumptions used to arrive at the estimated amounts
based on variable rates.  Please refer to Item 5.F of the General Instructions to Form
20-F.

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.

Mr. Efstratios Desypris
Navios Maritime Partners L.P.
July 10, 2015
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 Melissa Gilmore  at (202) 551 -3777 or me at (202) 551 -3379 with any
questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

CORRESP
1
filename1.htm

CORRESPONDENCE

 January 13, 2014

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Justin Dobbie, Legal
Branch Chief

RE:
Navios Maritime Partners L.P.

 Registration Statement on Form F-3

Filed November 7, 2013

File No. 333-192176

Acceleration Request

 Ladies and
Gentleman:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Navios Maritime Partners L.P. (the
“Registrant”) hereby respectfully requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-192176) (the “Registration Statement”), so
that it may become effective at 4:30 p.m. (Eastern Time) on Wednesday, January 15, 2014, or as soon thereafter as practicable.

 The Registrant hereby
acknowledges that:

(i)
should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

(ii)
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; and

(iii)
the Registrant 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 United States.

 Please contact Todd Mason of Thompson Hine LLP at (212) 908-3946 with any comments or questions regarding the Registration Statement,
this letter or related matters.

Very truly yours,

Navios Maritime Partners L.P.

By:

 /s/ Efstratios Desypris

Efstratios Desypris

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED PURSUANT TO RULE 83 OF THE COMMISSION’S RULES ON INFORMATION AND REQUESTS WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*]”.

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO

17 C.F.R. §200.83 BY NAVIOS MARITIME PARTNERS L.P.

December 26, 2013

 Justin Dobbie

Legal Branch Chief

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

RE:
Navios Maritime Partners L.P.

 Registration Statement on Form F-3

and Documents Incorporated by Reference

Filed November 7, 2013

File No. 333-192176

 Dear
Mr. Dobbie,

 As outside counsel to, and on behalf of, Navios Maritime Partners L.P. (the “Company”), we respond as follows to the
Staff’s legal comments dated December 4, 2013 (the “Comment Letter”) relating to the above-captioned Registration Statement on Form F-3 (the “Registration Statement”) of the Company. Please note that for
the Staff’s convenience, we have recited the Staff’s comment and provided our response to it immediately thereafter.

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO

17 C.F.R. §200.83 BY NAVIOS MARITIME PARTNERS L.P.

 Registration Statement on Form F-3

Ratio of Earnings to Fixed Charges, page 32

 1. We
note that you have disclosed the ratio of earnings to fixed charges for the most recent interim period as well as the last five fiscal years. Please revise to file an exhibit to your Form F-3 to show the figures used to calculate the ratios. See
Instruction 3 to Item 503(d) of Regulation S-K and see Item 601(b)(12) of Regulation S-K.

 Response:

In response to the Staff’s comment, please note that the Company did not include the referenced exhibit since Instruction 3 to Item 503(d) references
Item 601(b)(12) of Regulation S-K for the required exhibit, and such exhibit does not appear to be required pursuant to the exhibit table in Item 601 of Regulation S-K as there is no “X” in the column for Form F-3 for exhibit
(12).

 Form 20-F for the Year Ended December 31, 2012

Statement of Income, page F-4

 2. We note that on the
face of the statements of income, you disclose the amount of time charter revenue for the year ended December 31, 2012 that relates to related party transactions. Please revise to also disclose the amount of costs and expenses incurred from
transactions with related parties on the face of the statement of income as required by Rule 5-03(2) and Rule 4-08(k) of Regulation S-X. Similarly, any significant amounts on the balance sheet or statement of cash flows that relate to transactions
with related parties should be separately disclosed.

 Response:

As part of the Company’s Annual Report on Form 20-F and interim reports on Form 6-K, the Company provides extensive footnote disclosure of its related
party transactions (see Note 18 to the Company’s consolidated financial statements for the year ended December 31, 2012). As disclosed in Note 18 to the Company’s consolidated financial statements for the year ended December 31,
2012, the Company’s related party transactions include principally (i) time charter revenues, (ii) management fees, (iii) general and administrative expenses and (iv) acquisitions of vessels. In addition to its extensive
footnote disclosure, the Company also discloses related party revenues on the face of its statement of income as well as amounts due to related parties as a separate caption on its balance sheet (which then corresponds to the separate disclosure of
the related party operating activities within the statement of cash flows).

 In future Annual Reports on Form 20-F and interim reports on Form 6-K, the
Company will (i) modify the caption “Management fees” in its statement of income to specifically indicate that management fees are entirely related party transactions. In addition, if applicable during a specific period, the Company
will

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO

17 C.F.R. §200.83 BY NAVIOS MARITIME PARTNERS L.P.

also modify the relevant caption of its statement of cash flows to indicate when an investing activity, such as the acquisition of a vessel, is transacted with a related party. Based on the
insignificance of the amounts involved and the footnote disclosure of the same, the Company believes that separate disclosure of general and administrative services transacted with related parties does not warrant separate disclosure on the face of
its statement of income. To the extent that such transactions become more significant over time, the Company will re-consider its conclusion.

 Note 20.
Other Income, page F-22

 3. We note your disclosure that on November 15, 2012 you agreed to restructure your credit default insurance and as a
result you recognized $22,453 in other income net of related expenses received from the credit default insurer. Please describe in greater detail the facts and circumstances surrounding the credit default insurance restructuring, including the
reason for the lump sum cash payment received in 2012 and how the repayment amount was determined. As part of your response, please provide us with the authoritative accounting guidance that you relied upon in determining your accounting treatment.

 RULE 83 CONFIDENTIAL TREATMENT REQUEST MADE BY NAVIOS MARITIME

PARTNERS L.P.; REQUEST NO. 2013.12.26.3.1

Response:

 [*]

Form 6-K filed on November 1, 2013

 Consolidated
Statements of Income, page F-3

 4. We note from your consolidated statements of income that for the nine months ended September 30, 2013, you
recognized $13,446 of other income. We also note from your disclosure in Note 15 that as part of a new suspension agreement entered into in June 2013, you received up-front compensation of $10,000 covering hire revenues for the suspension period
until April 2016 which during the six months ended June 30, 2013, $10,000 was recognized in your income statement as other income since you have no future requirements to provide services or refund any payments received. We note additional
suspension compensation of $3,333 was recognized in the income statement also as other income during the quarter ended September 30, 2013 for the same reasons as discussed above. In light of the fact that you disclose that the amount received
relates to periods

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO

17 C.F.R. §200.83 BY NAVIOS MARITIME PARTNERS L.P.

which extend through April 2016, please tell us, and revise to disclose in the notes to the financial statements, why you believe it was appropriate to recognize $13,446 as other income in the
periods discussed above. As part of your response, please cite the authoritative accounting literature you relied upon in determining the accounting treatment of such cash payments.

Response:

 Prior to June 2013, the Company had a charter
agreement in place with respect to one of its vessels that covered the period through September 2022 (the “Original Charter”). As a result of financial difficulties being experienced by the charterer (the “Original Charterer”),
in June 2013, the Company entered into an agreement with the Original Charterer pursuant to which:

•

the Company and the Original Charterer entered into a suspension agreement (the “Suspension Agreement”), which “suspended” the Original Charter from June 2013 through April 2016 (the “Suspension
Period”);

•

the vessel subject to the charter was re-delivered to the Company for re-deployment (at the Company’s sole discretion) with one or multiple new charterers (the “New Charterers”) during the Suspension
Period (the “New Charters”);

•

during the Suspension Period, the Original Charterer has no usage rights over the vessel and has no obligation or liability to make time charter payments to the Company;

•

the terms of the Original Charter remain unchanged for the period from May 2016 through September, 2022 (the “Tail Period”); and

•

as consideration for entering into the Suspension Agreement, the Company received a one-time cash payment amounting to $10,000 in June 2013 and was also to receive $3,333 (to be paid in eight monthly installments
through February 2014 ) (the “Termination Penalty”).

 The Company considered three possible accounting models to account for the
Suspension Agreement, which are summarized as follows:

 The Sub-Lease Model

Under this model, the Company would treat the execution of the Suspension Agreement in a manner similar to a sub-lease by the Original Charterer to the New
Charterers. Under this model, the Company would have treated the consideration received as a prepayment on the Original Charterer and recognized it in income over the Suspension Period.

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO

17 C.F.R. §200.83 BY NAVIOS MARITIME PARTNERS L.P.

 The Company concluded that the execution of the Suspension Agreement was fundamentally different than a
sub-lease arrangement from a number of different perspectives, including (i) the Original Charterer was relieved of the primary obligation under the Original Charter and is not secondarily liable for payments during the Suspension Period,
(ii) the Company, not the Original Charterer, was exposed to the credit risk of the New Charterers during the Suspension Period and (iii) the Original Charterer had no ability to influence decisions with respect to how the vessel ought to
be re-deployed during the Suspension Period (e.g. short-term charters vs. longer-term charters, credit profiles of counterparties, etc.).

 Specifically as
it relates to sub-leases, ASC 840-10-40-3 states that “if the original lease agreement is replaced by a new agreement with a new lessee, the lessor shall account for the termination of the original lease as provided in paragraph
840-30-40-7.” Accordingly, the Company concluded, after considering the factors outlined above, that the execution of the Suspension Agreement should not be accounted for as a sub-lease and, instead, should be accounted for as a
termination in accordance with ASC 840-10-40-3 and 840-30-40-7.

 Modification Model

The Company considered whether a modification model was appropriate in the circumstances. However, a modification would ordinarily involve the continuation of
the existing lease under different terms. In this case, there is no lease with the Original Charter in existence during the Suspension Period. Accordingly, the Company concluded that a model based on modification of a lease was not the most
appropriate in the circumstances and a model that treated the lease as a termination would be most appropriate.

 Termination Model

Having determined that a termination model was most appropriate in the circumstances, the Company analyzed the Termination Penalty and concluded that,
economically, it represented compensation from the Original Charterer for the terminated lease (which was above market at the time of the Suspension Agreement) as opposed to a prepayment on the lease with the Original Charterer that would
re-commence in April 2016. Accordingly, in accordance with ASC 840-30-40-7, the Company recognized the Termination Penalty as “Other income” in the period received or when collectability was reasonably assured.

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO

17 C.F.R. §200.83 BY NAVIOS MARITIME PARTNERS L.P.

 In future filings, the Company will revise its disclosure as follows:

OTHER INCOME

 In connection with a suspension
agreement entered into in June 2013, Navios Partners received compensation of $13,333 covering hire revenues for the suspension period until April 2016. The suspension agreement was accounted for as a termination of an existing lease and,
accordingly, the termination penalty of $13,333 was recognized in the statement of income under the caption “Other income.” As of December 31, 2013, $X, XXX remained outstanding from the charterer and is included in Accounts
Receivable. This remaining outstanding balance is expected to be received by February 2014.

 Please call the undersigned at (212) 908-3946 with
any comments or questions regarding the Registration Statement, this letter or related matters and please send a copy of any written comments to the undersigned.

Very truly yours,

/s/ Todd E. Mason

Todd E. Mason

December 4, 2013

Via E -mail
Angeliki Frangou
Chief Executive Officer
Navios Maritime Partners  L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco

Re: Navios Maritime Partners L.P.
  Registration Statement on Form F-3
Filed  November 7, 2013
and Documents Incorporated by Reference
File No.  333-192176

Dear Ms. Frangou:

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.

Registration Statement on Form F -3

Ratio of E arnings to Fixed C harges, page 32

1. We note that you have disclosed the ratio of earnings to fixed charges for the most recent
interim period as  well as the last five fiscal years.  Please revise to f ile an exhibit to your
Form F -3 to show the figures used to calculate the ratios.  See Instruction 3 to Item
503(d) of Regulation S -K and see Item 601 (b)(12)  of Regulation S -K.

Angeliki Frangou
Navios  Maritime Partners  L.P.
December 4, 2013
Page 2

 Form 20 -F for the Ye ar Ended December 31, 2012

Statements of Income, page F -4

2. We note that on the face of the statements of income, you disclose the amount of time
charter revenue for the year ended December 31, 2012 that relates to related party
transactions.  Please revis e to also disclose the amount of costs and expenses incurred
from transactions with related parties on the face of the statement of income as required
by Rule 5 -03(2) and Rule 4 -08(k) of Regulation S -X.  Similarly, any significant amounts
on the balance sh eet or statement of cash flows that relate to transactions with related
parties should be separately disclosed.

Note 20. Other Income, page F -22

3. We note your disclosure that on November 15, 2012 you agreed to restructure your credit
default insurance and as a result you recognized $22,453 in other income net of related
expenses received from the credit default insurer.  Please describe in greater d etail the
facts and circumstances surrounding the credit default insurance restructuring, including
the reason for the lump sum cash payment received in 2012 and how the repayment
amount was determined.  As part of your response, please provide us with the
authoritative accounting guidance that you relied upon in determining your accounting
treatment.

Form 6 -K filed on November 1, 2013

Consolidated Statements of Income, page F -3

4. We note from your consolidated statements of income that for the nine mont hs ended
September 30, 2013, you recognized $13,446 of other income.  We also note from your
disclosure in Note 15 that as part of a new suspension agreement entered into in June
2013, you received up -front compensation of $10,000 covering hire revenues fo r the
suspension period until April 2016 which during the six months ended June  30, 2013,
$10,000 was recognized in your income statement as other income since you have no
future requirements to provide services or refund any payments received.  We note
additional suspension compensation of $3,333 was recognized in the income statement
also as other income during the quarter ended September 30, 2013 for the same reasons
as discussed above.  In light of the fact that you disclose that the amount received rel ates
to periods which extend through April 2016, please tell us, and revise to disclose in the
notes to the financial statements, why you believe it was appropriate to recognize
$13,446 as other income in the periods discussed above.  As part of your respo nse, please
cite the authoritative accounting literature you relied upon in determining the accounting
treatment of such cash payments .

Angeliki Frangou
Navios  Maritime Partners  L.P.
December 4, 2013
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain tha t 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.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration 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 to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility fo r
the adequacy 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 United States.

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 securities specified in the above registration statement.  Please all ow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Claire Erlanger at (202) 551 -3301 or Jean Yu at (202) 551 -3305 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact  Ryan Adams  at (202) 551 -3191  or me at  (202) 551 -3469  with any other questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Todd E. Mason
 Thompson Hine LLP

January 11, 2013

Via E -Mail
Mr. Efstratios Desypris
Chief Financial Officer
Navios Maritime Partners L.P.
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re: Navios  Maritime Partners L.P.
 Form 20-F for the Year Ended December 31, 2011
Filed March 7, 2012
File No. 001 -33811

Dear Mr. Desypris :

We have 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/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

SEC Response letter

 January 10, 2013

 Linda Cvrkel

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Mail Stop 4561

 Washington,
D.C. 20549

RE:
Navios Maritime Partners L.P.

Form 20-F for the Year Ended December 31, 2011

Filed March 7, 2012

Response Letter Dated December 21, 2012

File No. 001-33811

 Dear
Mrs. Cvrkel,

 As outside counsel to, and on behalf of, Navios Maritime Partners L.P. (the “Company”), we
respond as follows to the Staff’s legal comments dated December 28, 2012 (the “Additional Comment Letter”). The Additional Comment Letter provided certain comments with respect to the letter we sent on December 18,
2012, which was in response to the Staff’s legal comments dated December 10, 2012, relating to the above-captioned Annual Report on Form 20-F (the “Annual Report”) of the Company. Please note that for the Staff’s
convenience, we have recited the Staff’s comment and provided our response to it immediately thereafter.

 Form 20-F for the Year
Ended December 31, 2011

 Critical Accounting Policies, page 86

Impairment of Long-lived Assets

 1. We note from your response to our prior comment 3 that you believe that performing the impairment test using the 10-year historical average charter rate for similar vessels is most appropriate
because this rate is likely to best reflect the cyclicality of charter rates that your fleet will experience over its remaining expected economic life of 19.1 years. You also responded that you will revise future filings to include more robust
disclosure related to the sensitivity of the assumptions used in your impairment tests. However, it is not clear if you intend to include disclosure of a sensitivity analysis explaining how your impairment analysis for your vessels would be impacted
in the event that you utilized the most recent five year, three year or one year historical average rates for purposes of estimating cash flows for unfixed days. In light of the fact that you responded that the average remaining time charter term is
approximately 3.3 years, as previously indicated we believe such a sensitivity analysis would allow investors to better understand how the Company’s future results of operations may be impacted in the event that daily time charter equivalent
rates do not improve from their current levels in future periods. Please confirm that you will revise future filings accordingly.

 January 10, 2013

  Page
 2

 Response: As requested, the Company will revise future filings to enhance its sensitivity
analysis to include a comparison of the 10-year average used for its impairment tests to the most recent five-year, three-year and one-year historical average rates.

 A copy of the Company’s proposed disclosure follows:

 In connection with its impairment
testing on its vessels as of December 31, 2012, the Company performs a sensitivity analysis on the most sensitive and/or subjective assumptions that have the potential to affect the outcome of the test, principally the projected charter rate
used to forecast future cash flows for unfixed days. In that regard, there would continue to be no impairment required to be recognized on any of the Company’s vessels when assuming a decline in the 10-year average (of the one-year charter rate
for similar vessels), which is the rate that the Company uses to forecast future cash flows for unfixed days, ranging from [x]% to [y]% (depending on the vessel).

 In addition, the Company compared the 10-year historical average (of the one-year charter rate for similar vessels) with the five-year, three-year and one-year historical averages (of the one-year
charter rate for similar vessels). A comparison of the 10-year historical average (of the one-year charter rate) and the five-year, three-year and one-year historical averages (of the one-year charter rate for similar vessels)is as follows (as of
December 31, 2012):

Historical Average of One-year Charter Rates
(over Various Periods) vs. the
10-year
Historical Average (of the One-Year Charter
Rate)

5-Year
Average

3-Year
Average

1-Year
Average

(% above (below) the 10-year average)

 Ultra-Handymax

[x.x
]%

[x.x
]%

[x.x
]%

 Panamax

[x.x
]%

[x.x
]%

[x.x
]%

 Capesize

[x.x
]%

[x.x
]%

[x.x
]%

 As disclosed elsewhere, the Company’s fleet includes [#] vessels for which the carrying value (including
the carrying value of the time charter, if any, on the specified vessel) exceeds the estimated fair value of those same vessels (including the estimated fair value of the time charter, if any, on the specified vessel) by approximately $[x.x] million
in the aggregate (the unrealized loss). If testing for impairment using the five-year, three-year and one-year charters historical average (of the one-year charter rate for similar vessels) in lieu of the 10-year historical average (of the one-year
charter rate for similar vessels), the Company estimates that [#], [#] and [#] of its vessels, respectively, would have carrying values in excess of their projected undiscounted future cash flows.

 January 10, 2013

  Page
 3

 *    *    *    *

Please call the undersigned at (212) 908-3946 with any comments or questions regarding the Annual Report, this letter or related
matters and please send a copy of any written comments to the undersigned.

Very truly yours,

/s/ Todd E. Mason

      Todd E. Mason

December 28 , 2012

Via E -Mail
Mr. Efstratios Desypris
Chief Financial Officer
Navios Maritime Partners L.P.
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re: Navios  Maritime Partners L.P.
 Form 20-F for the Year Ended December 31, 2011
Filed March 7, 2012
Response Letter Dated December 21, 2012
File No. 001 -33811

Dear Mr. Desypris :

We have reviewed your response letter dated December 21, 2012  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in f uture filings (unless otherwise indicated)  and providing any  reque sted
information.   If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.

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

Form 20 -F for the Year Ended December 31, 2011

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

1. We note from your response to our prior comment 3 that you believe that perf orming the
impairment test using the 10 -year historical average charter rate for similar vessels is
most appropriate because this rate is likely to best reflect the cyclicality of charter rates
that your fleet will experience over its remaining expected ec onomic life of 19.1 years.
You also responded that you will revise future filings to include more robust disclosure
related to the sensitivity of the assumptions used in your impairment tests.  However, it is
not clear if you intend to include disclosure of a sensitivity analysis explaining how your
impairment analysis for your vessels would be impacted in the event that you utilized the

Mr. Efstratios Desypris
Navios Maritime Partners L.P.
December 28 , 2012
Page 2

 most recent five year, three year or one year historical average rates for purposes of
estimating cash flows for unfixed  days.  In light of the fact that you responded that the
average remaining time charter term is approximately 3.3 years, as previously indicated
we believe such a sensitivity analysis would allow investors to better understand how the
Company’s future resu lts of operations may be impacted in the event that daily time
charter equivalent rates do not improve from their current levels in future periods.  Please
confirm that you will revise future filings accordingly.

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

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

Response Letter

 December 18, 2012

 Linda Cvrkel

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Mail Stop 4561

 Washington,
D.C. 20549

RE:
Navios Maritime Partners L.P.

Form 20-F for the Year Ended December 31, 2011

Filed March 7, 2012

File No. 001-33811

 Dear
Mrs. Cvrkel,

 As outside counsel to, and on behalf of, Navios Maritime Partners L.P. (the “Company”), we
respond as follows to the Staff’s legal comments dated December 10, 2012 (the “Comment Letter”) relating to the above-captioned Annual Report on Form 20-F (the “Annual Report”) of the Company. Please note
that for the Staff’s convenience, we have recited the Staff’s comment and provided our response to it immediately thereafter.

Form 20-F for the Year Ended December 31, 2011

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

 Operating
Results, page 49

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

Response: The Company acknowledges the Staff’s comment and will revise its disclosures in future Annual Reports on Form 20-F to include the
disclosures required by Item 10(e) of Regulation S-K. It is proposed the Company’s disclosures will include the following:

 December 18, 2012

  Page
 2

Year
ended
December 31,
2011
($ ‘000)
(unaudited)

Year
ended
December 31,
2010
($ ‘000)
(unaudited)

Year
ended
December 31,
2009
($ ‘000)
(unaudited)

 Net Cash from Operating Activities

$
127,464

$
96,018

$
80,565

 Net increase in operating assets

3,430

2,287

1,566

 Net decrease/ (increase) in operating liabilities

2,982

3,887

(24,703
)

 Net interest cost

8,423

5,343

7,787

 Write-off of intangible asset

(3,979
)

—

—

 Provision for bad debts

—

—

(49
)

 Deferred finance charges

(530
)

(415
)

(683
)

EBITDA(1)

$
137,790

$
107,120

$
64,483

 Write-off of intangible asset

3,979

—

—

 Adjusted EBITDA

$
141,769

$
107,120

$
64,483

 Cash interest income

801

1,086

261

 Cash interest paid

(8,131
)

(5,806
)

(7,590
)

 Maintenance and replacement capital expenditure reserve

(18,569
)

(14,669
)

(7,968
)

 Operating Surplus

$
115,870

$
87,731

$
49,186

(1)

Three Month
Period ended
December 31,
2011
($ ‘000)
(unaudited)

Year
ended
December 31,
2010
($ ‘000)
(unaudited)

Year
ended
December 31,
2009
($ ‘000)
(unaudited)

 Net cash provided by operating activities

$
127,464

$
96,018

$
80,565

 Net cash used in investing activities

$
(120,000
)

$
(447,757
)

$
(69,100
)

 Net cash (used in)/provided by financing activities

$
(10,664
)

$
325,139

$
38,039

 Operating Surplus

 Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense and estimated maintenance and replacement capital expenditures. Maintenance and
replacement capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, Navios Partners’ capital assets.

 December 18, 2012

  Page
 3

 Operating Surplus is a quantitative measure used in the publicly-traded partnership
investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Operating Surplus is not required by accounting principles generally accepted in the United States and should not be considered a
substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.

 Critical Accounting Policies, page 62

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

 Response: The Company acknowledges the
Staff’s comment and agrees that the Staff’s suggested disclosures would indeed be useful for investors. The Company will revise its future Annual Reports on Form 20-F to include a comparative analysis of how the carrying values of its
vessels compare to the fair market value of such vessels as of each balance sheet date presented in the Company’s financial statements.

 Critical Accounting Policies, page 86

 Impairment of Long-lived Assets

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

 December 18, 2012

  Page
 4

 Response: As of December 31, 2011, the Company’s fleet had the following
characteristics:

•

 an average vessel age of approximately 5.9 years and an average remaining expected economic life for its vessels of approximately 19.1 years;

•

 time charters in place that provided contracted revenues for a remaining term averaging approximately 3.3 years; and

•

 arrangements that provide for fixed fees (expenses) on both its commercial and technical management contracts for a portion (see below) of the
remaining expected economic life of its vessels.

 In its 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);

•

 an estimated daily time charter equivalent for the unfixed days (based on the 10-year average historical one year time charter rates) over the
remaining economic life of each vessel, net of brokerage and address commissions excluding days of scheduled off-hires;

•

 commercial and technical management fees fixed until December 2013 and thereafter, assuming an annual increase of 3.0%; and

•

 utilization rate of 98.6% based on the fleets historical performance.

 In terms of sensitivity, the impairment test that the Company conducts is most sensitive to variances in forecasted time charter rates (for unfixed days). Accordingly, the Company performs its own
sensitivity analysis on this assumption in connection with its annual impairment test.

 Given that the average remaining expected economic
life of its vessels is 19.1 years, management believes that performing its impairment test utilizing the 10-year historical average charter rate for similar vessels is most appropriate because the 10-year historical average is likely to best reflect
the cyclicality of charter rates that the Company’s fleet will experience over its remaining expected economic life. Accordingly, when the Company performs its own sensitivity analysis on this particular input, it does so by a comparison to the
measure itself. For example, the Company assesses how much lower, in percentage terms, the 10-year historical average charter rate would have to be in order to cause one or more of its vessels to “fail” step 1 (undiscounted cash flows) of
the impairment test.

 In connection with its annual impairment testing as of December 31, 2011, the Company performed its sensitivity
analysis, which revealed that there would be no impairment in any of the Company’s vessels or related time charter intangibles, where applicable, when assuming a decline in future time charter rates for unfixed days ranging from approximately
36% to more than 99% (depending on the vessel) from their ten-year historical averages.

 December 18, 2012

  Page
 5

 The Company believes that a sensitivity analysis expressed in terms of a comparison to historical
average charter rates for shorter durations (e.g. five, three or one year) would be more relevant to investors if, for example, the average remaining expected economic life of its vessels were considerably shorter than 19.1 years.

As requested, the Company will revise future filings to include more robust disclosures related to the sensitivity of the assumptions used in its
impairment tests.

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

 Response:

 The
Company acknowledges the Staff’s comment and will revise its critical accounting policy disclosures in future filings to compare the 10- year historical average rate for its vessels used in determining future cash flows for purposes of its
impairment analysis to the Company’s daily time charter equivalent rates that were in effect at the end of its fiscal year. For the Staff’s information, as of December 31, 2011, the 10-year historical average rates for its vessels
(which naturally varies by type of vessel) used in determining future cash flows for purposes of its impairment analysis were less than 5% higher than the Company’s daily time charter equivalent rate achieved in fiscal year 2011 of $29,909 per
day. For vessels under fixed contract as of December 31, 2011, the actual charter contract rates vary from a minimum of $12,500 net per day to a maximum of $50,588 net per day.

 Exhibits, page 95

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

 Response: The Company acknowledges the Staff’s comments and will file the Acquisition Omnibus Agreement as an exhibit to its next Annual Report on Form 20-F.

Attached as Exhibit A to this letter are the representations from the Company requested by the Staff.

 December 18, 2012

  Page
 6

 Please call the undersigned at (212) 908-3946 with any comments or questions
regarding the Annual Report, this letter or related matters and please send a copy of any written comments to the undersigned.

Very truly yours,

/s/ Todd E. Mason

Todd E. Mason

 Exhibit A

SECRETARY’S CERTIFICATE

 December 18, 2012

 I, Vasiliki Papaefthymiou, duly appointed secretary of Navios Maritime
Partners L.P. (the “Company”), pursuant to the Staff’s request in its letter dated December 10, 2012, acknowledge 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 Securities and Exchange Commission (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.

 IN WITNESS WHEREOF, the undersigned has made and signed this Certificate on the date set forth above.

 /s/ Vasiliki Papaefthymiou

Vasiliki Papaefthymiou

December 10, 2012

Via E -Mail
Mr. Efstratios Desypris
Chief Financial Officer
Navios Maritime Partners L.P.
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re: Navios  Maritime Partners L.P.
 Form 20-F for the Year Ended December 31, 2011
Filed March 7, 2012
File No. 001 -33811

Dear Mr. Desypris :

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

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated)  and providing any  reque sted
information.   If you  do not believe our comments apply to your facts and circumstances, please
tell us why in your response.

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

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

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

Operating Results, page 49

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

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

 Critical Accounting Policies, page 62

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

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

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

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

Exhibits, page 95

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

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

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company a nd its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

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

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

January 17, 2012
 Via E-Mail

Mr. Efstratios Desypris Chief Financial Officer Navios Maritime Partners L.P. 85 Akti Miaouli Street Piraeus, Greece 185 38
Re: Navios Maritime Partners L.P.
 Form 20-F for the year ended December 31, 2010
Filed March 1, 2011 File No. 001-33811

Dear Mr. Desypris:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

Correspondence

 January 12, 2012

 Linda Cvrkel

 Branch Chief

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 4561

Washington, D.C. 20549

RE:

 Navios Maritime Partners L.P.

 Form 20-F for the year ended December 31, 2010

 Filed March 1,
2011

 File No. 001-33811

 Dear Mrs. Cvrkel,

 As outside counsel to, and on behalf of, Navios Maritime Partners L.P. (the “Company”), we respond as follows to the Staff’s letter dated January 3, 2012 (the
“Additional Comment Letter”). The Additional Comment Letter provided certain comments with respect to the letter we sent on December 22, 2011, which was in response to the original comment letter you sent to the Company on
December 9, 2011, relating to the above-captioned Annual Report on Form 20-F (the “Annual Report”) of the Company. Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided our
response to it immediately thereafter.

 Item 5. Operating and Financial Review and Prospects

Critical Accounting Policies

Impairment of Long-lived Assets, page 71

1.
We note from your response to our prior comment two that you will revise the Critical Accounting Policies section in MD&A in future filings to disclose the
aggregate number of vessels that you own and operate and the aggregate carrying value of those vessels, including any associated value of the related time charters. We continue to believe that it would be beneficial to investors to include a table
summarizing your owned vessels that details by vessel, the date of acquisition, purchase price and carrying value at the balance sheet date. Also, please identify within this table those vessels whose estimated market values are less than their
carrying values. Please consider revising future filings accordingly.

 Response:    The Company
acknowledges the Staff’s comment and will modify the Critical Accounting Policies section of its MD&A in future Annual Reports on Form 20-F to include the requested tabular disclosure. As noted in its prior correspondence, the Company will
prepare said disclosures on an aggregated basis taking into account the carrying value of the vessel including the in-place charter, if any. A copy of the Company’s proposed disclosure follows:

 January 12, 2012

 Page 2

 As of [Date], the Company owns and operates a fleet of [#] vessels,
with an aggregate carrying value of $x.x million, including the carrying value of existing time charters on its fleet of vessels. On a vessel-by-vessel basis, as of [Date], the carrying value of [#] of the Company’s vessels (including the
carrying value of the time charter, if any, on the specified vessel) exceeds the estimated fair value of those same vessels (including the estimated fair value of the time charter, if any, on the specified vessel) by approximately $x.x million in
aggregate (the unrealized loss).

 A vessel-by-vessel summary as of [Date] follows (with an * indicating those
individual vessels whose carrying value exceeds its estimated fair value, including the related time charter, if any):

Date of
Acquisition

Purchase Price
(in
millions) (1)

Carrying
Value (as
of
[Date]) (in
millions) (1)

 [Vessel name]

[Date
]

$
x.x

$
x.x

 [Vessel name]

[Date
]

$
x.x

$
x.x

 [Vessel name]

[Date
]

$
x.x

$
x.x
*

 [Vessel name]

[Date
]

$
x.x

$
x.x

 [Vessel name]

[Date
]

$
x.x

$
x.x

 [Vessel name]

[Date
]

$
x.x

$
x.x
*

 [Vessel name]

[Date
]

$
x.x

$
x.x

$
xx.x

$
xx.x

(1)
All amounts include related time charter, if any.

 January 12, 2012

 Page 3

 Although the aforementioned excess of carrying value over fair value
represents an estimate of the loss that the Company would sustain on a hypothetical disposition of those vessels as of [Date], the recognition of the unrealized loss absent a disposition (i.e. as an impairment) would require, among other things,
that a triggering event had occurred and that the undiscounted cash flows attributable to the vessel are also less than the carrying value of the vessel (including the carrying value of the time charter, if any, on the specified vessel).

 Please call the undersigned at (212) 908-3946 with any comments or questions regarding the Annual Report, this
letter or related matters and please send a copy of any written comments to the undersigned.

 Very truly
yours,

 /s/ Todd E. Mason

      Todd E. Mason

January 3, 2012
 Via E-Mail

Mr. Efstratios Desypris Chief Financial Officer Navios Maritime Partners L.P. 85 Akti Miaouli Street Piraeus, Greece 185 38
Re: Navios Maritime Partners L.P.
 Form 20-F for the year ended December 31, 2010
Filed March 1, 2011 Response Letter dated December 22, 2011 File No. 001-33811

Dear Mr. Desypris:
 We have reviewed your response letter da ted December 22, 2011 and have the following
comment.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings (unless otherw ise indicated) and pr oviding any requested
information.  If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
   Form 20-F for the Year Ended December 31, 2010

 Item 5. Operating and Financial Review and Prospects

 Critical Accounting Policies

Impairment of Long-lived Assets, page 71

1. We note from your response to our prior co mment two that you will revise the Critical
Accounting Policies section in MD&A in future  filings to disclose  the aggregate number
of vessels that you own and operate and the aggregate carrying valu e of those vessels,
including any associated value of  the related time charters.  We continue to believe that it
would be beneficial to invest ors to include a table summari zing your owned vessels that
details by vessel, the date of acquisition, purch ase price and carrying value at the balance

Mr. Efstratios Desypris Navios Maritime Partners L.P. January 3, 2012 Page 2

 sheet date. Also, please identify within this  table those vessels whose estimated market
values are less than their carrying values.  Please consider revi sing future filings
accordingly.

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

CORRESP
1
filename1.htm

SEC Response Letter

 December 22, 2011

 Linda Cvrkel

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Mail Stop 4561

 Washington,
D.C. 20549

RE:
Navios Maritime Partners L.P.

Form 20-F for the year ended December 31, 2010

Filed March 1, 2011

File No. 001-33811

 Dear
Mrs. Cvrkel,

 As outside counsel to, and on behalf of, Navios Maritime Partners L.P. (the “Company”), we
respond as follows to the Staff’s legal comments dated December 9, 2011 (the “Comment Letter”) relating to the above-captioned Annual Report on Form 20-F (the “Annual Report”) of the Company. Please note
that for the Staff’s convenience, we have recited the Staff’s comment and provided our response to it immediately thereafter.

Item 5. Operating and Financial Review and Prospects

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

1.
We note your disclosure that Adjusted EBITDA is included because it is used by certain investors to measure a company’s financial performance. However, we also
note your disclosure that Adjusted EBITDA is presented to provide additional information with respect to Navios Partners’ ability to satisfy its obligations including debt service, capital expenditures, working capital requirements and
determination of cash distribution. In light of these two disclosures, it is unclear whether you use Adjusted EBITDA as a non-GAAP performance measure or a non-GAAP liquidity measure. Please advise us how you primarily intend to use the Adjusted
EBITDA non-GAAP financial measure. Also, please note that if you intend to use Adjusted EBITDA as a non-GAAP performance measure, it should be reconciled to net income. If your intention is to use Adjusted EBITDA as a liquidity measure, then your
reconciliation to the most comparable GAAP measure should also include the presentation of all three major categories of the statement of cash flows. See Question 102.6 of the SEC’s Compliance and Disclosure Interpretations related to
Non-GAAP Financial Measures. Please advise or revise future filings as appropriate.

 December 22, 2011

  Page
 2

 Response: The Company acknowledges the Staff’s comment and has indicated that its intention
is to use Adjusted EBITDA as a non-GAAP liquidity measure. In this regard, the Company will reconcile Adjusted EBITDA to the most comparable GAAP measure, and will include in such reconciliation presentation all three of the major categories of the
statement of cash flows. For the Staff’s reference, the Company has provided a sample reconciliation (using its historical December 31, 2010 statement of cash flows) to reflect how it intends to present the reconciliation in its future
filings whenever it uses Adjusted EBITDA as a liquidity measure. The sample reconciliation is attached as Appendix A.

 Critical
Accounting Policies

 Impairment of Long-lived Assets, page 71

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

Response: The Company acknowledges the Staff’s comment and agrees that certain aspects of the Staff’s suggested disclosures would indeed
be useful for investors. However, the Company respectfully submits that any such disclosures should be prepared on a basis that closely reflects the manner in which management evaluates vessels for acquisition and disposition as well as for
impairment (assuming the occurrence of a triggering event). As a result, the Company believes that its disclosures would be most meaningful to investors if prepared on an aggregated basis taking into account the value of (1) the vessel, and
(2) the value of the in-place charter (together, referred to as the “vessel asset group”) for the following reasons:

•

 In general, the goal of a master limited partnership is to develop sustainable cash flow from long term agreements. For the Company, this is
accomplished through long-term charters, which consequently, comprise a larger portion of the overall value of the vessel asset group, which further exacerbates the effects described below;

•

 within the shipping industry, vessels are customarily bought and sold with a charter attached. The value of the charter may be favorable or unfavorable
when comparing the charter rate to then current market rates. The loss recognized either on impairment (or on disposition) will reflect the excess of carrying value over fair value (selling price) for the vessel asset group. At all times, the value
of the vessel itself is only part of the consideration; and

 December 22, 2011

  Page
 3

•

 the value of the vessel and the value of the underlying charter move in opposite directions. When market rates decline, the value of the vessel would
also decline. However, the value of an in-place charter would increase (or become less unfavorable) and, depending on the remaining term of the in-place charter, may entirely or substantially offset the decline in value for the vessel on a
charter-free basis. To evaluate the excess of carrying value over the fair value of the vessel on a charter-free basis would project a larger loss than we would actually expect to realize upon disposition of the vessel asset group.

 For the reasons set out above, the Company proposes to modify its future Annual Reports on Form 20-F to include the
following additional disclosure within the Critical Accounting Policies section of its Operating and Financial Review and Prospects:

 As of [Date], the Company owns and operates a fleet of [#] vessels, with an aggregate carrying value of $x.x million, including the carrying value of existing time charters on its fleet of vessels. On
a vessel-by-vessel basis, as of [Date], the carrying value of [#] of the Company’s vessels (including the carrying value of the time charter, if any, on the specified vessel) exceeds the estimated fair value of those same vessels (including the
estimated fair value of the time charter, if any, on the specified vessel) by approximately $x.x million in aggregate (the unrealized loss). A summary follows:

# Vessels

Excess of
Carrying Value
of
Vessel over
Estimated Fair
Value of Vessel
($ millions)

 Carrying value > estimated fair value*

[#
]

$
x.x

 Estimated fair value > carrying value*

[#
]

N/A

[Sum
]

*
Fair values and carrying values include related time charter, if any.

 Although the aforementioned excess of carrying value over fair value represents an estimate of the loss that the Company would sustain on a hypothetical disposition of those vessels as of [Date], the
recognition of the unrealized loss absent a disposition (i.e. as an impairment) would require, among other things, that a triggering event had occurred and that the undiscounted cash flows attributable to the vessel are also less than the carrying
value of the vessel (including the carrying value of the time charter, if any, on the specified vessel).

 December 22, 2011

  Page
 4

 Notes to the Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Principles of
Consolidation, page F-7

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

 Response: JTC Shipping and Trading Ltd. (“JTC”) is solely a holding company, with no operations or financial statement disclosures. JTC was acquired in connection with the Company’s
necessity to have a Maltese corporation act as a holding company with respect to the rights of the charter contract for a vessel, the Navios Aurora II.

 Note 11. Borrowings, page F-20

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

 Response: During 2010, the Company accounted for each
amendment to the revolving Credit Facility as a modification. In accordance with ASC 470-50-40-21.1a and 2b, since each amendment to the Credit Facility resulted in a greater borrowing capacity compared to the old Credit Facility. New costs incurred
plus any unamortized deferred costs were deferred and amortized over the term of the amended arrangement.

 In future filings, the Company will
revise the notes to its financial statements and will include the following disclosure to clarify how the modifications were accounted for:

“During 2010 and in accordance with ASC 470-50-40-21, each amendment to the revolving Credit Facility resulted in a greater borrowing capacity
and therefore, new costs incurred plus any unamortized deferred costs are deferred and amortized over the remaining term of the amended arrangement.

 On behalf of the Company, I acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 December 22, 2011

  Page
 5

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (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 call the undersigned at (212) 908-3946 with any comments or questions
regarding the Annual Report, this letter or related matters and please send a copy of any written comments to the undersigned.

Very truly yours,

/s/ Todd E. Mason

      Todd E. Mason

 APPENDIX A

 In future filings, the Company will clarify that it uses Adjusted EBITDA as a non-GAAP liquidity measure and will also include the presentation of all three major categories of the statement of cash
flows. A draft of the proposed table format for the Adjusted EBITDA reconciliation and the accompanying disclosure is included below:

Reconciliation of Adjusted EBITDA to Net Cash from Operating Activities

Year Ended
December 31,
2010

 Net Cash from Operating Activities

$
96,018

 Net increase/(decrease) in operating assets

2,287

 Net decrease/(increase) in operating liabilities

3,887

 Provision for bad debts

—

 Net interest cost

5,343

 Deferred finance charges

(415
)

 Adjusted EBITDA

107,120

 Net cash provided by operating activities

$
96,018

 Net cash used in investing activities

$
(447,757
)

 Net cash provided by financing activities

$
325,139

 Adjusted EBITDA: Adjusted EBITDA represents net income plus interest and finance costs plus
depreciation and amortization and income taxes plus non-cash compensation expense for the release of the obligation to acquire the Navios Bonavis. Adjusted EBITDA is presented because Navios Partners believes that Adjusted EBITDA is a basis upon
which liquidity can be assessed and presents useful information to investors regarding Navios Partners’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. Adjusted EBITDA
is a “non-GAAP financial measure” and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally
accepted in the United States or as a measure of profitability or liquidity.

 While Adjusted EBITDA is frequently used as a measure of
operating results and the ability to meet debt service requirements, the definition of adjusted EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.

December 9, 2011
 Via E-Mail Mr. Efstratios Desypris Chief Financial Officer Navios Maritime Partners L.P. 85 Akti Miaouli Street Piraeus, Greece 185 38
Re: Navios Maritime Partners L.P.
 Form 20-F for the year ended December 31, 2010
Filed March 1, 2011 File No. 001-33811

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

 Item 5. Operating and Financial Review and Prospects

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

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

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

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

Impairment of Long-lived Assets, page 71

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

 Note 2. Summary of Significant Accounting Policies

Principles of Consolidation, page F-7

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

Note 11. Borrowings, page F-20

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

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

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

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

Linda Cvrkel Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          July 23, 2010   Via U.S. Mail

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

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

Dear Ms. Frangou:

We have completed our review of your Form 20- F and related filings and do not, at this time,
have any further comments.

Sincerely,    Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

corresp

    Chrysler Center

    666 Third Avenue

    New York, NY 10017

Todd
E. Mason  |  212 692 6731  |  tmason@mintz.com

    212-935-3000

    212-983-3115 fax

    www.mintz.com

July 21, 2010

Via EDGAR and FedEx

Heather Clark, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop 3561

Washington, DC 20549

    Re:

    Navios Maritime Partners L.P.

Form 20-F for the year ended December 31, 2009

Filed February 23, 2010

File No. 001-33811

Dear Ms. Cvrkel:

     On behalf of Navios Maritime Partners L.P. (the “Company”), we respond as follows to the
Staff’s legal comments dated July 12, 2010 relating to the above-captioned Form 20-F. Please note
that for the Staff’s convenience, we have recited the Staff’s comment and provided our response to
such comment immediately thereafter.

Financial Statements, page F-1

Consolidated Statements of Income, page F-4

Notes to the Consolidated Financial Statements, page F-7

Note 19 – Cash Distributions and Earnings per Unit, page F-29

1. We note the company’s calculations of earnings per unit for each of the common units,
general partner units, and the subordinated units. As the computations are based on net
income per the consolidated statements of income, we are unclear as to how the provisions
of ASC 260-10-55-107 have been implemented. This guidance requires that net earnings be
reduced by the amount of available cash to be distributed to each of the unit holders in
arriving at earnings per unit so that the company presents EPU for distributed earnings and
undistributed earnings. Please revise future filings to include such disclosures and
provide us with the relevant disclosures for the year ended December 31, 2009. Your
response should clearly explain how the amounts of cash to be distributed to each class of
unit holders was

Heather Clark, Assistant Director

Securities and Exchange Commission

July 21, 2010

Page 2

determined as well as providing supporting calculations for each EPU presented. We may
have further comment upon receipt of your response.

Response: The partnership agreement for the Company requires that all available cash (as
defined in the partnership agreement) is distributed quarterly, after deducting expenses,
including estimated maintenance and replacement capital expenditures and reserves.
Quarterly distributions are made as follows:

    •

    First, 98% to the holders of common units and 2% to the General Partner until each
common unit has received a minimum quarterly distribution of $0.35 plus any arrearages
from previous quarters;

    •

    Second, 98% to the holders of subordinated units and 2% to the General Partner
until each subordinated unit has received a minimum quarterly distribution of
$0.35; and

    •

    Third, 98% to all unitholders (common and subordinated), pro rata, and 2% to
General Partner, until each unit has received an aggregate amount of $0.4025

Thereafter, there are incentive distribution rights held by the General Partner, which
provide for the General Partner to receive an increasingly greater percentage (ranging from
15% to 50%) of incremental distributions above certain pre-established thresholds, which
are $0.4025/unit, $.4375/unit and $.5250/unit.

The Company calculates earnings per unit by allocating reported net income for each period
to each class of units based on the distribution waterfall for available cash specified in
the Company’s partnership agreement. Supporting calculations for each EPU calculation
presented are included as Appendix A, including indicative examples of more detailed
calculations for certain periods included as Appendix B.

We will revise future filings to separately disclose EPU for distributed and undistributed
earnings. Relevant disclosures for the year ended December 31, 2009 will be presented in
future filings as follows (see Note 19 to the Company’s Annual Report on Form 20-F for the
year ended December 31, 2009):

Heather Clark, Assistant Director

Securities and Exchange Commission

July 21, 2010

Page 3

    Year Ended

    December

    31, 2009

    Net income

    34,322

    Earnings attributable to:

    Common unit holders

    25,277

    Subordinated unit holders

    8,321

    General partner unit holders

    724

    Subordinated Series A unit holders

    —

    Weighted average units outstanding (basic and diluted):

    Common unit holders

    17,174,185

    Subordinated unit holders

    7,621,143

    General partner unit holders

    516,441

    Subordinated Series A unit holders

    1,000,000

    Earnings per unit — overall (basic and diluted):

    Common unit holders

    $
    1.47

    Subordinated unit holders

    $
    1.09

    General partner unit holders

    $
    1.40

    Subordinated Series A unit holders

    —

    Earnings per unit — distributed (basic and diluted):

    Common unit holders

    $
    1.87

    Subordinated unit holders

    $
    1.61

    General partner unit holders

    $
    1.91

    Subordinated Series A unit holders

    —

    Earnings (loss) per unit — undistributed (basic and diluted):

    Common unit holders

    $
    (0.40
    )

    Subordinated unit holders

    $
    (0.52
    )

    General partner unit holders

    $
    (0.51
    )

    Subordinated Series A unit holders

    —

Note 1 – Description of the Business, page F-7

2. We note the issuance of 1,000,000 subordinated Series A units to Navios Holdings during
2009 as consideration for the cancellation of the purchase option on the Navios Bonavis.
We further note from page F-6 that such units were valued at approximately $6 per unit.
Please tell us, and revise future filings to disclose, how the fair value of the
subordinated Series

Heather Clark, Assistant Director

Securities and Exchange Commission

July 21, 2010

Page 4

A units were determined at the issuance date given that the unit price of the company’s
outstanding common units were $10.09 on June 9, 2009. If the subordinated Series A units
were valued lower than the common units because of their inability to receive distributions
for the first three years following their issuance, please explain in further detail how
this factor was considered in determining the value of the subordinated units. We may have
further comment upon receipt of your response.

Response: The Company calculated the fair value of the 1,000,000 subordinated Series A
units issued in exchange for the cancellation of its obligation to purchase the Navios
Bonavis (as well as the receipt of a 12-month option to purchase the vessel for $125,000)
by adjusting the publicly-quoted price for the Company’s common units on the transaction
date to reflect the differences between the common and subordinated Series A units of the
Company. Principal among these differences is the fact that the subordinated Series A units
are not entitled to dividends prior to their automatic conversion to common units on the
third anniversary of their issuance. Accordingly, the present value of the expected
dividends during that three-year period (discounted at a rate that reflects the Company’s
weighted average cost of capital) was deducted from the publicly-quoted price for the
Company’s common units in arriving at the estimated fair value of the subordinated Series A
units of $6.08/unit or $6,082 for the 1,000,000 units issued.

In future filings, the Company will revise the notes to its consolidated financial
statements to explain how the Company determined the fair value of the subordinated Series
A units issued in the transaction.

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

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

Response: For each of the vessel purchases by and between the Company and Navios Maritime
Holdings (or its subsidiaries) disclosed in Note 6, the vessel

Heather Clark, Assistant Director

Securities and Exchange Commission

July 21, 2010

Page 5

acquisition was effected through the acquisition of all of the capital stock of the
ship-owning companies, which held the ownership and other contractual rights and
obligations related to each of the acquired vessels, including (as applicable) the vessel,
a charter-out contract (i.e. the Company as lessor), a charter-in contract (i.e. the
Company as lessee) and a purchase option.

At each transaction date, the purchase price approximated the fair value of the assets
acquired, which was determined based on a combination of discounted cash flow analyses (of
individual assets and for the vessel-owning subsidiary as a whole, discounted using a weighted-average cost of capital),
independent valuation analyses and an adjusted net book value analysis, where the present
value of the favorable cash flow implied by the charter rate differential over the
locked-in period is added to the current charter-free value of each Vessel (excluding the
exercise price of the purchase option, where applicable). In each case, the transaction was
subject to the approval of the boards of directors of Navios Maritime Holdings and the
Company prior to consummation.

Based on these methodologies, the consideration paid was allocated between the intangible
assets (favorable contract and purchase option) and the vessel value. No difference between
the consideration paid and the fair market value of the asset acquired arose, since all
transactions were contemplated at approximately fair value at the date of each individual
transaction.

4. Also, we note that in connection with the acquisition of the vessel Fantastiks during
2008, the company transferred the remaining carrying amounts of the favorable lease and
favorable purchase option amounting to $53,022 to vessel cost which will be depreciated
over the remaining useful life of the vessel. While we understand why the favorable
purchase option would be reflected as part of the vessel cost, we are unclear as to why the
favorable lease has been accounted for as part of the cost of the vessel. Please tell us
and explain in the notes to the company’s financial statements in future filings the basis
or rationale for reflecting the favorable lease as part of the vessel’s cost. Also, if the
company continues to have a favorable lease following the vessel acquisition, please
explain why the company believes it is appropriate to extend the amortization period for
the favorable lease by reclassifying the favorable lease asset to vessel cost. Your
response should clearly explain the relevant technical accounting literature that supports
the treatment used. We may have further comment upon receipt of your response.

Response: For the Staff’s information, Navios Maritime Holdings responded to a similar
comment in its letter to the Staff dated June 6, 2006 (Comment #6) in

Heather Clark, Assistant Director

Securities and Exchange Commission

July 21, 2010

Page 6

connection with Amendment No. 4 to its Registration Statement on Form F-1 (File No.
333-129382). Accordingly, an excerpt from that letter has been included as Appendix C to
this letter in response to the current comment. Navios Maritime Holdings also responded to
a similar comment in its letter to the Staff dated August 22, 2008 (Comment #6, which also
references Comments #2 and #4 of that same letter) in connection with the Staff’s review of
its Form 20-F for year ended December 31, 2007. An excerpt of that letter is not included
herein.

Finally, following the vessel acquisition, the Company no longer has a favorable lease.
Because the favorable lease related to a charter-in contract (i.e. the Company was the
lessee in relation to the Navios Fantastiks prior to exercise of its purchase option), the
lease was nullified upon exercise of the purchase option.

In future filings, the Company will revise the notes to its consolidated financial
statements to (i) clarify that amounts capitalized to vessel cost include both the
intangibles related to purchase options as well as the unamortized portion of favorable
leases and (ii) explain the rationale for reflecting the favorable lease as part of the
vessel’s cost.

Note 7 — Intangible Assets Other than Goodwill, page F-21

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

Response: On June 9, 2009, the Company acquired all of the capital stock of Sagittarius
Shipping Corporation (“SSC”) for aggregate cash consideration of $34.6 million. Prior to
June 9, 2009, SSC was a wholly-owned subsidiary of Navios Maritime Holdings and owned all
rights related to the Navios Sagittarius, which included the following:

    •

    A charter-in contract (i.e. the Company as lessee), which resulted in the
recognition of a favorable lease;

    •

    A charter-out contract (i.e. the Company as lessor), which resulted in the
recognition of a backlog asset; and

    •

    An option to purchase the Sagittarius for $25.0 million, which resulted in the
recognition of a favorable purchase option.

Heather Clark, Assistant Director

Securities and Exchange Commission

July 21, 2010

Page 7

The purchase price of $34.6 million represents the fair value of SSC and approximated the
fair value of the assets acquired. The fair value of SSC was determined based on a
combination of discounted cash flow analyses (of individual assets and SSC as a whole,
using a weighted-average cost of capital), independent valuation analyses and an adjusted
net book value analysis, where the present value of the favorable cash flow implied by the
charter rate differential over the locked-in period is added to the current charter-free
value of the Vessel (excluding the exercise price of the purchase option).

The transaction was subject to approval of the boards of directors of Navios Maritime
Holdings and the Company prior to consummation.

Requested Statement

At the request of the Staff, the Company acknowledges that: (i) the Company is responsible
for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) 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 call the undersigned at (212) 692-6731 with any comments or questions regarding the
Registration Statement and please send a copy of any written comments to the following
parties:

Todd E. Mason, Esq.

Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

    /s/ Todd E. Mason

Todd E. Mason

    cc:

    Securities and Exchange Commission (Linda Cvrkel, Office of Corporation Finance)

Navios Maritime Partners L.P. (Ms. Angeliki Frangou)

Heather Clark, Assista

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

       DIVISION OF
CORPORATION FINANCE

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

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

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

Dear Ms. Frangou:

We have reviewed your filings and have the fo llowing comments.  Unless otherwise indicated,
we think you should revise your document in future  filings in response to these comments.  If
you disagree, we will consider your explanation as  to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this inform ation, we may raise additional comments.

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

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

 Financial Statements, page F-1

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

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

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

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

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

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

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

********

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

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of  the United States.

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

Sincerely,

Linda Cvrkel Branch Chief