SecProbe.io

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 WESTLAKE CHEMICAL PARTNERS LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

 VIA EDGAR

 March 9, 2026

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Industrial Applications and Services

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Robert Augustin

Re:
 Westlake Chemical Partners LP

Registration Statement on Form S-3, filed March 4, 2026

File No. 333-294019

Ladies and Gentlemen:

 In accordance with Rule
461 promulgated under the Securities Act of 1933, as amended, Westlake Chemical Partners LP (the “Partnership”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-294019) (the “Registration Statement”). The Partnership respectfully request that the Registration Statement become effective
as of 4:05 p.m., Eastern Time, on March 11, 2026 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling
Clayton M. Heery at (713) 546-7487.

 [Signature Page Follows]

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

 /s/ L. Benjamin Ederington

L. Benjamin Ederington

Executive Vice President, Legal and External Affairs

cc:
 Ryan J. Maierson, Latham & Watkins LLP

Nick S. Dhesi, Latham & Watkins LLP

Clayton M. Heery, Latham & Watkins LLP

 [Signature Page to
Acceleration Request]

March 9, 2026
Jean-Marc Gilson
President
Westlake Chemical Partners LP
2801 Post Oak Boulevard
Suite 600
Houston, TX 77056
Re:Westlake Chemical Partners LP
Registration Statement on Form S-3
Filed March 4, 2026
File No. 333-294019
Dear Jean-Marc Gilson:
            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 Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services
cc:Clayton M. Heery

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 VIA EDGAR

March 16, 2023

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Energy
and Transportation

 100 F. Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Westlake Chemical Partners LP

Registration Statement on Form S-3

File No. 333-270176

Ladies and Gentlemen:

 On behalf of Westlake
Chemical Partners LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form
S-3 be accelerated to 4:00 P.M., Washington, D.C. time, on March 20, 2023, or as soon as practicable thereafter.

Thank you for your assistance in this matter. If you need any additional information, please contact Mariam Boxwala of Vinson &
Elkins L.L.P. at (713) 758-2168.

 [Signature Page Follows]

 Securities and Exchange Commission

March 16, 2023

 Page 2

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By: Westlake Chemical Partners GP LLC, its general partner

By:

/s/ Albert Y. Chao

Name:

Albert Y. Chao

Title:

President, Chief Executive Officer and Director

cc:

E. Ramey Layne, Vinson & Elkins L.L.P.

Mariam Boxwala, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
March 8, 2023
L. Benjamin Ederington
General Counsel
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
Re:Westlake Chemical Partners LP
Registration Statement on Form S-3
Filed March 1, 2023
File No. 333-270176
Dear L. Benjamin Ederington:
            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 Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ramey Layne

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 Westlake Chemical Partners LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 585-2900

April 14, 2020

 By EDGAR

Ms. Suzanne Hayes

 Legal Branch Chief, Office of Life
Sciences

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form
S-3

 (Registration
No. 333-236768) of Westlake Chemical Partners LP

 Dear Ms. Hayes:

On behalf of Westlake Chemical Partners LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned
hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:30 p.m., Washington, D.C. time, on April 16, 2020, or as soon thereafter as practicable.

If you need any additional information, please contact me at (713) 585-2900.

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By:

Westlake Chemical Partners GP LLC, its general partner

By:

/s/ L. Benjamin Ederington

Name:

L. Benjamin Ederington

Title:

Vice President, General Counsel and Secretary

March 3, 2020
Ben Ederington
General Counsel
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
Re:Westlake Chemical Partners LP
Registration Statement on Form S-3
Filed February 28, 2020
File No. 333-236768
Dear Mr. Ederington:
            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 Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ramey Layne

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 Westlake Chemical Partners LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 585-2900

 March 4, 2020

By EDGAR

 Ms. Suzanne Hayes

Legal Branch Chief, Office of Life Sciences

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4631

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Withdraw of Request for Accelerated Effectiveness of Registration Statement on

Form
 S-3 (Registration No. 333-236768) of Westlake Chemical Partners
LP

 Dear Ms. Hayes:

On behalf of Westlake Chemical Partners LP (the “Partnership”), the undersigned hereby requests that the Securities
and Exchange Commission (the “Commission”) withdraw, effective immediately, the Partnership’s request for accelerated effectiveness of the above-reference Registration Statement submitted to the Commission on and dated
March 3, 2020.

 If you need any additional information, please contact me at (713) 585-2900.

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By:

Westlake Chemical Partners GP LLC, its

general partner

By:

 /s/ L. Benjamin Ederington

Name:

L. Benjamin Ederington

Title:

Vice President, General Counsel and Secretary

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 Westlake Chemical Partners LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 585-2900

March 3, 2020

 By EDGAR

Ms. Suzanne Hayes

 Legal Branch Chief, Office of Life
Sciences

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form
S-3 (Registration No. 333-236768) of Westlake Chemical Partners LP

Dear Ms. Hayes:

 On behalf of Westlake
Chemical Partners LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:30 p.m., Washington,
D.C. time, on March 5, 2020, or as soon thereafter as practicable.

 If you need any additional information, please contact me at
(713) 585-2900.

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By:

Westlake Chemical Partners GP LLC, its general partner

By:

/s/ L. Benjamin Ederington

Name:

L. Benjamin Ederington

Title:

Vice President, General Counsel and Secretary

April 10, 2019
L. Benjamin Ederington
Vice President, General Counsel, and Secretary
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, TX 77056
Re:Westlake Chemical Partners LP
Registration Statement on Form S-3
Filed March 29, 2019
File No. 333-230611
Dear Mr. Ederington:
            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 Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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 Westlake Chemical Partners LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 585-2900

April 10, 2019

 By EDGAR

Mr. Jay Ingram

 Legal Branch Chief, Office of Manufacturing
and Construction

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form
S-3

 (Registration No. 333-230611) of Westlake Chemical Partners LP

 Dear Mr. Ingram:

On behalf of Westlake Chemical Partners LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned
hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on April 12, 2019, or as soon thereafter as practicable.

If you need any additional information, please contact me at (713) 585-2900.

 Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By:

Westlake Chemical Partners GP LLC, its general partner

By:

/s/ L. Benjamin Ederington

Name:

L. Benjamin Ederington

Title:

Vice President, General Counsel and Secretary

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 Westlake Chemical Partners LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 585-2900

March 22, 2017

 By EDGAR

Mr. Jay Ingram

 Legal Branch Chief, Office of Manufacturing
and Construction

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4631

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-216617) of Westlake Chemical Partners
LP

 Dear Mr. Ingram:

On behalf of Westlake Chemical Partners LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned
hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on March 24, 2017, or as soon thereafter as practicable.

If you need any additional information, please contact me at (713) 585-2900.

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

 By:

Westlake Chemical Partners GP LLC, its general partner

By:

 /s/ L. Benjamin Ederington

Name:

L. Benjamin Ederington

Title:

Vice President, General Counsel and Secretary

Mail Stop 4631

March 21, 2017

Via E -mail
L. Benjamin Ederington, Esq.
Westlake Chemical Partners LP
2801 Post Oak Blvd., Suite 600
Houston, TX 77056

Re: Westlake Chemical Partners LP
  Registration Statement on Form S-3
Filed  March 10, 2017
  File No.  333-216617

Dear Mr. Ederington :

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 Chris Ronne, Staff Attorney , at (202) 551 -6156 or  me at (202) 551 -3397
with any questions.

Sincerely,

        /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

cc: Via E -mail
 E. Ramey Layne, Esq.

November 28, 2016

Mail Stop 4631

Via E -mail
M. Steven Bender
Senior Vice President
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056

Re: Westlake Chemical Partners LP
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 8, 2016
File No. 1 -36567

Dear Mr. Bender:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy  and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

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 November 23, 2016

 VIA
EDGAR

 Office of Manufacturing and Construction

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-4631

Attention: Terence O’Brien

Re:
Westlake Chemical Partners LP

 Form 10-K for Fiscal Year Ended December 31, 2015

Filed March 8, 2016

 File
No. 1-36567

 Ladies and Gentlemen:

Set forth below are the responses of Westlake Chemical Partners LP (“Westlake Partners,” the “Company,” “we,”
“us” or “our”) to the comment contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated November 18, 2016, with respect to the Company’s
Form 10-K for Fiscal Year Ended December 31, 2015.

 For your convenience, the response is prefaced by the exact text of the
Staff’s comment in bold, italicized text.

 Form 10-K for Fiscal Year Ended December 31, 2015

Executive Compensation, page 81

 Summary Compensation
Table, page 81

1.
We note that your summary compensation table only includes executive compensation for your fiscal year ended December 31, 2015. In future filings, please provide the information for all required years. See
Item 402(c)(1) of Regulation S-K.

 Response:

We confirm that, in future filings, we will provide the executive compensation information for all required years under Item 402(c)(1) of
Regulation S-K.

 * * * * * * * *

Should the Staff have any questions with respect to the foregoing responses or require further information, please contact James H. Mayor of
Baker Botts L.L.P. at (713) 229-1749.

 Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By:

/s/ M. Steve Bender

 M. Steve Bender

 Senior Vice
President, Chief Financial Officer and Treasurer

cc:
James Mayor, Baker Botts L.L.P.

November 18, 2016

Mail Stop 4631

Via E -mail
M. Steven Bender
Senior Vice President
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056

Re: Westlake Chemical Partners LP
 Form 10-K for Fiscal Year Ended  December 31, 2015
Filed  March 8, 2016
File No. 1-36567

Dear  Mr. Bender :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

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

Form 10 -K for Fiscal Year Ended December 31, 2015

Executive Compensation, page 81

Summa ry Compensation Table, page 81

1. We note that your summary compensation table only includes executive compensation
for your fiscal year ended December 31, 2015. In future filings, please provide the
information for all required years.  See Item 402(c)(1) of  Regulation S -K.

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.

M. Steven Bender
Westlake Chemical Partners LP
November 18, 2016
Page 2

 You may contact Tracie Mariner , Staff  Accountant , at (202) 551 -3744 , if you have
questions regarding comments on the financial s tatements and related matters. You may contact
Sherry Haywood , Staff Attorney, at (202) 551 -3345, Asia Timmons -Pierce, Staff Attorney,  at
(202) 551 -3754, or me at (2 02) 551 -3355  with any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

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 WESTLAKE CHEMICAL PARTNERS LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

 Via EDGAR

 July 25, 2014

 Pamela Long

Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Westlake Chemical Partners LP

 Registration Statement on Form S-1 (as amended)

 File No. 333-195551

 Ladies
and Gentlemen:

 On behalf of Westlake Chemical Partners LP (the “Partnership”), and pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 3:00 p.m. Eastern time on July 29, 2014, or as soon thereafter as
practicable, unless the Partnership notifies you otherwise prior to such time. The Partnership hereby acknowledges that:

•

should the Securities and Exchange Commission (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 Partnership from its full responsibility for the accuracy and adequacy of the
disclosure in the filing; and

•

the Partnership 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 call the undersigned at (713) 960-1111 or E. Ramey Layne of Vinson & Elkins L.L.P. at
(713) 758-4629 with any questions regarding this matter.

 [Signature page follows]

Very truly yours,

Westlake Chemical Partners LP

By:

Westlake Chemical Partners GP LLC,

its general partner

By:

 /s/ Albert Chao

Albert Chao

President, Chief Executive Officer and Director

cc:
David P. Oelman – Vinson & Elkins L.L.P.

 E. Ramey Layne – Vinson &
Elkins L.L.P.

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 2801 Post Oak Blvd.

Suite 600

 Houston, Texas
77056

 Tel: 713/960-9111

Fax: 713/960-9420

 July 25, 2014

Pamela Long

 Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:
Westlake Chemical Partners LP

Amendment No. 5 to Registration Statement on Form S-1

Filed July 21, 2014

File 333-195551

Ladies and Gentlemen:

 Set forth below is the response of Westlake Chemical Partners LP (the “Partnership”, “we,” “us” or
“our”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated
July 24, 2014, with respect to Amendment No. 5 to Registration Statement on Form S-1, File No. 333-195551, filed with the Commission on July 21, 2014 (the “Registration Statement”).

For your convenience, our response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

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

1.
We note your response to comment four in our letter dated July 18, 2014. Please expand your disclosures in the notes to the pro forma financial statements to
supplementally disclose the number of offering units whose proceeds will be used to pay the distribution to Westlake.

 RESPONSE: The Partnership acknowledges the Staff’s comment and proposes to revise its disclosure to include the following sentence:

“The number of common units that we would have been required to issue to fund the $151,706 distribution to Westlake is
7,585,300.”

 The Partnership proposes to include this additional disclosure in its final prospectus (to be filed pursuant to Rule 424
of the Securities Act of 1933, as amended, following effectiveness) of the Registration Statement on page F-9 under “Pro forma net income per unit” of the notes to the unaudited pro forma
combined carve-out financial statements. We do not believe that the proposed additional disclosure will be material to a prospective investor’s understanding of our business and thus believe disclosure via the final prospectus is appropriate.
Moreover, the Partnership notes that a prospective investor would have been able to derive the number of common units required to fund the distribution to Westlake based on the previous disclosure.

*    *    *    *    *

 Securities and Exchange Commission

 July 25, 2014

 Page 2

 Please direct any questions that you have with respect to the foregoing or if any
additional supplemental information is required by the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

 Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

 By:

 /s/ L. Benjamin Ederington

 Name:

 L. Benjamin Ederington

 Title:

 Vice President, General Counsel and Secretary

 Enclosures

cc:
David P. Oelman, Vinson & Elkins LLP

E. Ramey Layne, Vinson & Elkins LLP

William N. Finnegan IV, Latham & Watkins LLP

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 Barclays Capital Inc.

 UBS Securities LLC

 c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

 July 25, 2014

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Westlake Chemical Partners LP

Registration Statement on Form S-1 (File No. 333-195551)

 Ladies and Gentlemen:

 As representatives of the underwriters of Westlake
Chemical Partners LP’s (the “Partnership”) proposed public offering of up to 12,937,500 common units representing limited partner interests, we hereby join the Partnership’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 3:00 p.m. (Eastern time) on July 29, 2014, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Partnership’s Preliminary
Prospectus dated July 21, 2014, through the date hereof:

 Preliminary Prospectus dated July 21, 2014:

 4,500 copies to prospective Underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

 Very truly yours,

 BARCLAYS CAPITAL INC.

 UBS SECURITIES LLC

 As Representatives of the several Underwriters

 By:

 BARCLAYS CAPITAL INC.

 By:

 /s/ Victoria Hale

 Victoria Hale

 Vice President

 By:

 UBS SECURITIES LLC

 By:

 /s/ Boran Buturovic

 Boran Buturovic

 Associate Director

 By:

 UBS SECURITIES LLC

 By:

 /s/ Adam Trigg

 Adam Trigg

 Executive Director

July 24, 2014
Via E -mail
Albert Chao
President  and Chief Executive Officer
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas  77056

Re: Westlake Chemical Partners LP
Amendment No. 5 to Registration Statement on Form S-1
Filed July 21 , 2014
  File No. 333-195551

Dear Mr. Chao :

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

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

1. We note your response to comment four in our letter dated July 18, 2014.   Please expand
your disclosures in the notes to the pro forma financial statements to supplementally
disclose the number of offering units whose procee ds will be used to pay the distribution
to Westlake.

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

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director

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

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 2801 Post Oak Blvd.

 Suite
600

 Houston, Texas 77056

Tel: 713/960-9111

 Fax: 713/960-9420

 July 23, 2014

 Pamela Long

 Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:
Westlake Chemical Partners LP

 Amendment No. 5 to Registration Statement on Form S-1

Filed July 21, 2014

 File
333-195551

 Ladies and Gentlemen:

Set forth below is the supplemental response of Westlake Chemical Partners LP (the “Partnership”,
“we,” “us” or “our”), based on discussion with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by telephone call on July 22, 2014, relating to our response to Comment 5 of the letter dated July 21, 2014 (the “Response Letter”) as well as Amendment No. 5 to
Registration Statement on Form S-1, File No. 333-195551, filed with the Commission on July 21, 2014 (the “Registration Statement”).

Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Registration Statement.

As described in the Registration Statement, we estimate that, during the period from two years before the anticipated date of closing of this
offering (i.e. roughly through July 31, 2013, Westlake incurred approximately $151.7 million in capital expenditures (the “Pre-August 2013 Capex”) with respect to the assets contributed to OpCo that we intend for OpCo to
reimburse with the net proceeds of this offering (after deducting estimated underwriting discounts, structuring fee, offering expenses and $55.4 million to establish the turnaround reserve).

Components of the Pre-August 2013 Capex

As described in the Registration Statement:

•
the portion of these capital expenditures incurred before January 1, 2013 (the “Equity Portion”) was not accounted for as a liability in our Predecessor’s historical combined carve-out
financial data but as Net investment, as it was equity funded; and

 Securities and Exchange Commission

July 23, 2014

  Page
 2

•
the portion of these capital expenditures incurred from January 1, 2013 and through July 31, 2013 (the “Debt Portion”) was accounted for as a liability and is reflected on our
Predecessor’s historical combined carve-out financial data and the associated liability will be retained by Westlake in connection with the closing of this offering.

Of the total $151.7 million of Pre-August 2013 Capex that is intended to be reimbursed, the Equity Portion is expected to total approximately
$23.9 million and the Debt Portion is expected to total the remaining approximately $127.8 million.

 Federal Income Tax Characterization as
“Reimbursement of Preformation Capital Expenditures”

 As discussed with the Staff, in legal form and for accounting purposes,
the payment of $151.7 million as a reimbursement Pre-August 2013 Capex will be a distribution of cash by OpCo to Westlake. The characterization of the distribution as a repayment of preformation capital expenditures is a characterization for federal
income tax purposes.

 In connection with this offering, various Westlake subsidiaries will enter into a contribution agreement with OpCo
(the “Asset Contribution Agreement”, a form of which is filed as Exhibit 2.2 to the Registration Statement) pursuant to which Westlake will contribute certain ethylene assets to OpCo on the morning of the closing of this
offering. Sections 2.1 through 2.4 of the Asset Contribution Agreement will require OpCo to distribute the expected $151.7 million of net proceeds to the Westlake subsidiaries, and that such distribution shall be treated as a reimbursement of
preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d).

 Financial Reporting Presentation of Equity
Portion

 For purpose of the historical carve-out financial statements, we concluded that no obligation existed nor was there any
expectation that the Equity Portion would be repaid to Westlake, therefore it would not meet the definition of a liability. As discussed in the footnotes to the financial statements on page F-27 of the Registration Statement, the Predecessor
participates in Westlake’s centralized cash management and funding system. Transfer of cash to and from Westlake’s cash management system is reflected as a component of Net Investment. Prior to January 1, 2013, there was no obligation
and therefore no liability related to the Equity Portion, as those were in fact settled through the cash management system and therefore reflected as a component of Net Investment. During such period, Westlake contributed the cash used for capital
expenditures with no expectation or intention of payment by either party. The discretionary decision to reimburse this amount outlined in the Asset Contribution Agreement occurred subsequent to any balance sheet period presented in the historical
financial statements of the Predecessor and will not be a binding obligation until the execution of the Asset Contribution Agreement.

 Securities and Exchange Commission

July 23, 2014

  Page
 3

 Beginning in fiscal year 2013, cash provided to the Predecessor for capital expenditures was
expected to be repaid by the Predecessor to Westlake, as initially evidenced by the promissory notes issued for such purpose with pre-determined repayment terms and interest rates. Unlike cash provided to fund capital expenditures incurred prior to
2013, these 2013 promissory notes created the liability that is reflected in the historical financial statements.

 Materiality

As discussed above, we do not believe it is appropriate nor is it in accordance with U.S. GAAP to reflect the equity portion as a liability.
However, as requested by you, our assessment, if this would be considered a liability, indicates that it would not be material both quantitatively and qualitatively in the context of our Predecessor’s historical financial statements. Moreover,
we respectfully submit to the Staff that such characterization of the Equity Portion as a liability would not result in a material change to the pro forma financial information because both the Equity Portion and the Debt Portion are shown as
retained by Westlake with the resulting reimbursement of $151.7 million (see note (e) on page F-7 of the Registration Statement). We respectfully submit to the Staff that such characterization would not be material as the pro forma financial
information would still show $160.1 million of long-term debt payable to Westlake on a pro forma basis and the distribution from net investment would continue to be $151.7 million.

*    *    *    *    *

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the
Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By:

/s/ L. Benjamin Ederington

Name:

L. Benjamin Ederington

Title:

Vice President, General Counsel and Secretary

 Enclosures

cc:
David P. Oelman, Vinson & Elkins LLP

 E. Ramey Layne, Vinson & Elkins LLP

 William N. Finnegan IV, Latham & Watkins LLP

CORRESP
1
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CORRESP

 2801 Post Oak Blvd.

 Suite 600

Houston, Texas 77056

Tel: 713/960-9111

 Fax: 713/960-9420

 July 21, 2014

 Pamela Long

 Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:
Westlake Chemical Partners LP

 Amendment No. 4 to Registration Statement on Form S-1

Filed July 15, 2014

 File
333-195551

 Ladies and Gentlemen:

Set forth below are the responses of Westlake Chemical Partners LP (the “Partnership”,
“we,” “us” or “our”), 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 July 17, 2014, with respect to Amendment No. 4 to Registration Statement on Form S-1, File No. 333-195551, filed with the Commission on July 15, 2014 (the
“Registration Statement”).

 Concurrently with the submission of this letter, we have filed through
EDGAR Amendment No. 5 to the Registration Statement (“Amendment No. 5”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to Amendment No. 5 unless otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Registration Statement.

General

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

RESPONSE: The Partnership acknowledges the Staff’s comment and has provided a currently dated consent from the auditors in
accordance with Item 601(b)(23) of Regulation S-K.

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

 Securities and Exchange Commission

July 21, 2014

  Page
 2

 RESPONSE: The Partnership acknowledges the Staff’s comment.

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

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

 RESPONSE: The Partnership acknowledges the Staff’s
comment and has revised the Registration Statement accordingly. Please see pages 17 and 159 of the Registration Statement.

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

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

 RESPONSE: The
Partnership acknowledges the Staff’s comment and has revised the disclosure on page F-9 to explain why all of the offering units were included in the computation.

In accordance with Reg. S-X Article 11-02, we computed pro forma net income per unit using all of the offering units because Article
11-02(b)(7) indicates that the number of units used in the calculation of the pro forma unit data should be based on the weighted average number of units outstanding during the period adjusted to give effect to units subsequently issued or assumed
to be issued had the particular transaction or event taken place at the beginning of the period presented. Upon completion of the offering, 12,686,115 common units (including all 11,250,000 common units being offered in this offering) will be
outstanding. Therefore the 12,686,115 units were used as the denominator in the calculation of the pro forma net income per unit to reflect all the common units that will be outstanding after the transaction is consummated in accordance with Reg S-X
Article 11.

 In regards to SAB Topic 1:B.3, we have included the pro forma balance sheet reflecting the distribution within the historical
financial statements of the predecessor.

 We have also considered the guidance in SAB Topic 1:B.3 and Section 3420.2 of the Financial
Reporting Manual regarding presentation of supplemental pro forma earnings per unit giving effect to the distribution from offering proceeds in addition to historical earnings per unit in the Predecessor’s combined carve-out financial
statements. We respectfully note that the historical financial statements included in the Registration Statement are historical carve-out financial statements of our Partnership’s predecessor for accounting purposes (the
“Predecessor”), and reflect certain assets and operations that will be retained by our Parent following the proposed offering. In connection with the proposed offering, our Parent will retain a 90% noncontrolling ownership interest in
Westlake Chemical OpCo LP (“OpCo”), but we will continue to consolidate 100% of the assets and operations of OpCo in our financial statements. As a result, our financial statements will show a significant noncontrolling interest in OpCo.

 Securities and Exchange Commission

July 21, 2014

  Page
 3

Given the significance of such noncontrolling interest and the nature of the Predecessor as a carve-out entity without equity holders, and the fact that the OpCo partnership agreement was not in
place at such time, we believe that it is inappropriate to provide pro forma per unit data or historical earnings per unit data because such information would not be meaningful and would likely be confusing to prospective investors.

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

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

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on pages F-6 and F-45 to the Registration Statement to
clarify the reasons why the planned distribution to Westlake for capital expenditures it incurred with respect to the assets contributed to OpCo (the “Contributed Assets”) will not be accounted for as a reduction in the debt
payable to Westlake.

 We confirm that the assets related to these capital expenditures are reflected on the historical carve-out financial
statements. The liability to the Parent reflected in the carve-out financial statements as of December 31, 2013 and March 31, 2014 reflects the following:

•

preformation capital expenditures with respect to the Contributed Assets from January 1, 2013 through July 31, 2013 (the “Pre-August Capex”) which were recorded on the books of our
Predecessor as advances from Westlake to fund capital expenditures. This liability reflecting the advances will be retained by the Predecessor (not assumed by OpCo); and

•

preformation capital expenditures with respect to the Contributed Assets from and after August 1, 2013 which were embedded in the August 2013 Notes which OpCo will assume in connection with the offering.

 Preformation capital expenditures incurred by our Predecessor with respect to the Contributed Assets prior to
January 1, 2013 were reflected as additions to the assets of the Predecessor with corresponding adjustments to the Parent’s net investment in the Predecessor, and were not, therefore, reflected as debt payable to Westlake in our
Predecessor’s financial statements.

 The preformation capital expenditures which OpCo is expected to repay with the net proceeds from
the offering (covered by the first bullet point above and the immediately preceding paragraph) will not be embedded in the August 1, 2013 intercompany notes payable to Westlake (the “August 2013 Notes”), which OpCo will
assume in connection with this offering.

 Securities and Exchange Commission

July 21, 2014

  Page
 4

Instead, the preformation capital expenditures expected to be reimbursed would include (a) capital expenditures from January 1, 2013 through July 31, 2013 which liability will be
retained and (b) capital expenditures prior to January 1, 2013 but within the two-year period before the anticipated date of closing of the offering, for which a liability was not reflected on the carve-out financial statements as these
were equity funded and therefore included within Net Investment.

 Index to Exhibits, page II-4

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

RESPONSE: The Partnership acknowledges the Staff’s comment and will file all agreements in final form, or, in the alternative, will
ensure that the preliminary forms of such agreements comply with Instruction 1 to Item 601 of Regulation S-K.

 Legal Opinion, Exhibit 5.1

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

RESPONSE: The Partnership acknowledges the Staff’s comment and Exhibit 5.1 has been revised accordingly.

Tax Opinion, Exhibit 8.1

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

RESPONSE: The Partnership acknowledges the Staff’s comment and has revised the Registration Statement accordingly. The Partnership
respectfully submits that the specific facts and assumptions upon which the tax opinion is based are now clearly disclosed on page 160 of the Registration Statement under the following disclosure:

“Vinson & Elkins L.L.P. is of the opinion that we will be treated as a partnership for federal income tax
purposes. In rendering its opinion, Vinson & Elkins L.L.P. has relied on factual representations made by us and our general partner. The representations made by us and our general partner upon which Vinson & Elkins L.L.P. has
relied include, without limitation:

 Securities and Exchange Commission

July 21, 2014

  Page
 5

 (a) Neither we nor any of our partnership or limited liability company
subsidiaries has elected to be treated as a corporation for federal income tax purposes; and

 (b) For each taxable year,
more than 90 percent of our gross income will be income of a character that Vinson & Elkins L.L.P. has opined is “qualifying income” within the meaning of Section 7704(d) of the Code, including income earned pursuant to
processes described in our private letter ruling.

 We believe that these representations are true and will be true in the
future.”

 Moreover, the Partnership respectfully submits that the assumptions and qualifications are reasonable and do not assume the
tax consequences at issue.

*        *        *
 *        *

 Securities and Exchange Commission

July 21, 2014

  Page
 6

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

Very truly yours,

WESTLAKE CHEMICAL PARTNERS LP

By:

 /s/ L. Benjamin Ederington

Name:

L. Benjamin Ederington

Title:

Vice President, General Counsel and Secretary

 Enclosures

cc:
David P. Oelman, Vinson & Elkins LLP

 E. Ramey Layne, Vinson & Elkins LLP

 William N. Finnegan IV, Latham & Watkins LLP

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

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

Dear Mr. Chao :

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

General

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

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

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

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

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

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

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

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

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

Index to Exhib its, page II -4

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

Legal Opinion , Exhibit 5.1

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

Tax Opinion , Exhibit 8.1

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

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

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

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director

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

CORRESP
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CORRESP

 WESTLAKE CHEMICAL PARTNERS LP

2801 Post Oak Boulevard, Suite 600

 Houston, Texas 77056

 Via EDGAR

July 15, 2014

 Pamela Long

 Assistant Director

 United States Securities and Exchange Commission

 Division of Corporate Finance

100 F Street,

 N.E. Washington, D.C. 20549-3561

Re:
Westlake Chemical Partners LP

Registration Statement on Form S-1

File No.: 333-195551

 Ladies and Gentlemen:

 Pursuant to discussions with the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), Westlake Chemical Partners LP (the “Partnership,” “we,”
“us” or “our”) hereby confidentially submits our currently expected offering terms of the initial public offering (the “Offering”) of our common units representing limited
partner interests (the “Common Units”), including the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of Common Units to be offered, the estimated net proceeds the Partnership expects to
receive from the Offering and the total number of Common Units to be outstanding after the Offering. The Partnership expects that these pricing terms will be included in a future amendment to the Registration Statement on Form S-1, File
No. 333-195551, as amended (the “Registration Statement”).

 The Offering terms are a bona fide
estimate of the range of the minimum and maximum offering price and the maximum number of Common Units to be offered as of July 14, 2014. Should the bona fide estimates of these terms change, the figures presented in future amendments to the
Registration Statement may increase or decrease.

 The Partnership proposes to price the Offering with a bona fide price range
of $19 to $21 per Common Unit, with a midpoint of $20 per Common Unit. In the Offering, the Partnership proposes to sell up to 11,250,000 Common Units. The Partnership also proposes to grant the underwriters a 30-day option to purchase up to an
aggregate of 1,687,500 additional Common Units from the Partnership. As discussed with members of the Staff, this range is initially being provided for your consideration by correspondence due to the Partnership’s and the underwriters’
concern regarding providing such information in advance of the launch of the Offering given potential market volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

 Additionally, the Partnership is enclosing its proposed marked copy of those pages of the
Registration Statement that will be affected by the offering terms set forth herein. These marked changes will be incorporated into a future amendment to the Registration Statement. The Partnership seeks confirmation from the Staff that it may
launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.

 *****

 [Remainder of page intentionally blank]

 2

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629 or David Oelman of Vinson & Elkins L.L.P. at (713) 758-3708.

 Very truly yours,

 WESTLAKE CHEMICAL PARTNERS LP

 By: WESTLAKE CHEMICAL PARTNERS GP LLC,

its general partner

By:

 /s/ Albert Chao

 Name:

 Albert Chao

 Title:

President, Chief Executive Officer and Director

 Enclosures

cc:
David Oelman – Vinson & Elkins L.L.P.

Ramey Layne – Vinson & Elkins L.L.P.

William N. Finnegan IV – Latham & Watkins LLP

 3

CORRESP
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SEC Comment Response

 2801 Post Oak Blvd.

 Suite
600

 Houston, Texas 77056

Tel: 713/960-9111

 Fax: 713/960-9420

 Via EDGAR and Federal Express

June 30, 2014

 Pamela Long

Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:
Westlake Chemical Partners LP

Amendment No. 1 to Registration Statement on Form S-1

Filed June 6, 2014

File No. 333-195551

 Ladies and Gentlemen:

Set forth below are the responses of Westlake Chemical Partners LP (the “Partnership”,
“we,” “us” or “our”), 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 June 20, 2014, with respect to Amendment No. 1 to Registration Statement on Form S-1, File No. 333-195551, filed with the Commission on June 6, 2014 (the
“Registration Statement”).

 Concurrently with the submission of this letter, we have
filed through EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”). For your convenience, we have also hand delivered five copies of this letter, as well as five copies of Amendment
No. 2 marked to show all changes made since the first amendment to the Registration Statement.

 For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 2 unless otherwise specified. Capitalized terms used in this
response letter, but not defined herein, have the meanings given to them in the Registration Statement.

 General

1.
We note your response to comment 5 in our letter dated May 22, 2014. Please provide us with copies of the materials that you will send to potential participants in the directed unit program prior to use, or
tell us why you believe you are not required to do so.

 Securities and Exchange Commission

June 30, 2014

  Page
 2

 RESPONSE: We acknowledge the Staff’s comment and undertake to provide copies of
the requested materials when the drafts have been substantially completed, and in advance of their use.

 Risk Factors, page 21

OpCo is a restricted subsidiary and guarantor under Westlake’s credit facility . . ., page 24

2.
We note your response to comment 15 in our letter dated May 22, 2014. We note that you have not filed all of the schedules to Westlake’s credit agreement. Please file all of the schedules of the credit
agreement with your next amendment.

 RESPONSE: We acknowledge the Staff’s comment and have revised the
exhibit index to incorporate the credit agreement with all of the schedules.

 Cash Distribution Policy and Restrictions on Distributions, page 48

3.
Given that you use the title “distributable cash flow,” it appears likely that the measure will be understood by investors to reflect the amount of 2013 cash flow that could have been distributed to the
unit holders. Please explain how your calculation addresses the cash flow impact necessitated by working capital requirements or the reasons you believe the use of $56.9 million for working capital is not relevant to your measure. Also, explain how
you have considered the $6.9 million paid to settle derivatives, as well as potential debt repayments in developing your measure. If the measure is intended solely as a performance measure, please tell us why you believe it is appropriate to refer
to “cash” in the title of the measure and consider revising disclosure throughout the filing to remove the implication it is a cash flow measure. See Item 10(e)(1)(ii)(E) of Regulation S-K and Section 100(b) of Regulation G.

 RESPONSE: We acknowledge the Staff’s Comment and, given that the measure is intended solely as a
performance measure, we have revised the Registration Statement to include a presentation of “adjusted current earnings” instead of “distributable cash flow.”

4.
If you determine that your non-GAAP measure is a liquidity measure, then you must include reconciliation to GAAP operating cash flows or the most directly comparable pro forma measure prepared and presented in
accordance with Article 11 of Regulation S-X. See Item 10(e)(1)(i)(B) of Regulation S-K and Question 101.02 of the Division’s Non-GAAP Financial Measures Compliance & Disclosure Interpretations. Further, you must also present the
three major categories of the statement of cash flows with equal prominence pursuant to Question 102.06 of the Division’s Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

RESPONSE: We acknowledge the Staff’s comment. As set forth in our response to the Staff’s comment number 3 above, we have
revised the Registration Statement to refer to “adjusted current earnings” instead of “distributable cash flow,” and to reconcile this measure to GAAP operating cash flow as discussed with the Staff. As indicated in our response
to the

 Securities and Exchange Commission

June 30, 2014

  Page
 3

Staff’s comment number 3 above, the Partnership does not view “adjusted current earnings” as a liquidity measure.

5.
Please explain to us how the “Borrowings by OpCo from Westlake to fund expansion capital expenditures” pro forma adjustment is factually supportable and consistent with your disclosure that the measure
“provides useful information to investors in assessing our results of operations.” The existing presentation states that $26.3 million of “distributable cash flow” was generated from your 2013 operations, when it appears $18.3
million of that amount is assumed to be proceeds from borrowings. See the guidance in Article 11-02(b)(6) of Regulation S-X and Section 100(b) of Regulation G.

RESPONSE: We acknowledge the Staff’s comment. As set forth in our response to the Staff’s comment number 3, we have revised
the Registration Statement to present a calculation of “adjusted current earnings” instead of “distributable cash flow.” As described in Amendment No. 2, “adjusted current earnings” does not take into account
expansion capital expenditures or external financing thereof, and we have removed the adjustment for “Borrowings by OpCo from Westlake to fund expansion capital expenditures”.

6.
Please tell us whether you intend to revise the interest expense and interest paid amounts herein to correspond with the amounts ultimately shown in your pro forma Statements of Operations. In this regard, it
appears adjustment (n) on page F-4 cannot be completed until you can estimate the debt repayment.

RESPONSE: We acknowledge the Staff’s comment and intend to revise the interest expense and interest paid amounts to correspond
with the amounts ultimately shown in our pro forma Statements of Operations.

7.
Wherever you present this non-GAAP measure, please disclose the extent to which it has been impacted by non-recurring items like the $5.4 million derivatives gain on page F-31 and the $3.2 million claims recovery
on page F-35. See Article 11-02(c)(4)

 RESPONSE: We acknowledge the Staff’s comment. We have revised the
Registration Statement to clarify that derivative gains and losses have been eliminated as activity included in the Predecessor that will not be a part of OpCo’s operations after the execution of the Ethylene Sales Agreement. We respectfully
submit that the claims recovery was previously disclosed as being eliminated in the pro forma adjustments. Please see notes (i) (in relation to derivative gains and losses) and (1) (in relation to the claims recovery) to the pro forma
combined carve-out financial statements on page F-8 of Amendment No. 2.

 Estimated Distributable Cash Flow for the Twelve Months Ending
June 30, 2015, page 49

8.
 We note your response to comment 25 in our letter dated May 22, 2014. Please remove the language in the last paragraph on page 55 stating
that you do not undertake any obligation to release publicly the results of any future revisions you may make to the assumptions used in generating your distributable cash flow, or revise the disclosure to clarify that you will update the disclosure
as necessary to reflect any material future

 Securities and Exchange Commission

June 30, 2014

  Page
 4

revisions. This statement may suggest to investors that you are not responsible for the material facts necessary to make your statements not misleading at the time of sale or contract of sale.

 RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to remove the
language.

 Capital Resources and Liquidity, page 86

9.
Please disclose the amount of borrowing availability under the revolving credit facility as of March 31, 2014.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to include the amount of borrowing
availability under the revolving credit facility as of March 31, 2014. Please see page 88 of Amendment No. 2.

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

10.
We note your response to comment 24 of our letter dated May 22, 2014. Please disclose in note (j) to the pro forma financial statements your basis for determining that the omnibus agreement will result
in a lower allocation of selling, general and administrative expenses. Please also disclose how you arrived at the amounts reflected in adjustment (j).

RESPONSE: We acknowledge the Staff’s comment. The omnibus agreement requires OpCo to reimburse Westlake for certain direct and
indirect expenses incurred by Westlake and its affiliates, including for services provided by Westlake employees in capacities equivalent to corporate executive officers. Management incentive compensation reflected in the Predecessor’s
financial statements was based on the totality of earnings and activities in the Predecessor’s financial statements. As some of the earnings and activities will be retained by the Predecessor, management incentive compensation allocated to OpCo
would have been lower for the applicable pro forma periods. Accordingly, the pro forma adjustment to selling, general and administrative expenses reflects the portion of the management incentive compensation in the Predecessor’s financial
statements related to the activities and earnings to be retained by the Predecessor. We have revised note (j) to the pro forma combined carve-out financial statements. Please see page F-8 of Amendment No. 2.

We respectfully note that under the pricing provision of the Ethylene Sales Agreement, the ethylene price per pound to be paid by Westlake
includes a reimbursement component for cash operating expenses, including selling, general and administrative expenses, incurred by OpCo (the “Operating Cost Reimbursement”). The Operating Cost Reimbursement is a function of forecasted
dollars per pound, for each identified cost category, and actual production delivered to Westlake under the Ethylene Sales Agreement. For pro forma purposes, we have assumed that pro forma operating costs associated with the portion of
ethylene assumed to have been consumed internally (i.e., 95% as disclosed in note (h) to the unaudited pro forma combined carve-out financial statements) are reimbursed by Westlake under the Ethylene Sales Agreement.

 Securities and Exchange Commission

June 30, 2014

  Page
 5

Accordingly, the impact on pro forma income before income taxes for any pro forma adjustment to either reduce or increase cash operating costs is mitigated by an offsetting adjustment
to revenue equal to approximately 95% of the cash operating costs adjustment.

11.
We note your response to comment 33 of our letter dated May 22, 2014. We note that OpCo will enter into two site lease agreements with Westlake related to the Lake Charles Olefins and Calvert City Olefins for
$1 per site per year. Please tell us what consideration was given to SAB Topic 1:B related to your use of these two sites in both your historical financial statements as well as in the pro forma financial statements.

RESPONSE: We have included in our Predecessor’s combined carve-out financial statements all assets that were historically part of
Westlake’s ethylene business, including the historical balances for land and land improvements underlying our Lake Charles Olefins and Calvert City Olefins production facilities. Our historical combined carve-out statements of operations
reflect charges for actual depreciation incurred on capitalized land improvement in accordance with SAB Topic 1:B.

 The land underlying
our Lake Charles Olefins and Calvert City Olefins production facilities will not be contributed to OpCo in connection with this offering. The land and land improvements covered by the two site lease agreements are included as a reduction to
property, plant and equipment in adjustment (a) to the pro forma combined carve-out financial statements. We have also adjusted the associated depreciation on land improvements as a reduction to cost of sales in adjustment (i) to the pro
forma combined carve-out financial statements.

 As set forth in our response to the Staff’s comment number 10, under the pricing
provision of the Ethylene Sales Agreement, the ethylene price per pound to be paid by Westlake includes a reimbursement component for cash operating expenses incurred by OpCo. Accordingly, the impact on pro forma income before income taxes for
any pro forma adjustment to either reduce or increase cash operating costs is mitigated by an offsetting adjustment to revenue equal to approximately 95% of the cash operating costs adjustment.

We have revised the Registration Statement to clarify that the shared service assets described in adjustment (a) in the footnotes to the
pro forma combined carve-out financial statements include the land and land improvements underlying Lake Charles Olefins and Calvert City Olefins. Please see page F-6 of Amendment No. 2.

Note 8. Related Party Transactions, page F-26

12.
We note your response to comment 40 of our letter dated May 22, 2014. Please help us better understand how an allocation of selling, general and administrative expenses on the basis of fixed assets would be a
reasonable reflection of the utilization of services provided or the benefit received by the Predecessor during the periods presented. It is not clear how fixed assets would be a reasonable basis to allocate employee-related costs, which your
response indicates represent the majority of this allocation.

 Securities and Exchange Commission

June 30, 2014

  Page
 6

 RESPONSE: For the purposes of the Predecessor’s combined carve-out financial
statements, costs incurred by the Parent are allocated to us in accordance with SAB Topic 1:B using a proportional allocation methodology. The methodology by which we allocate costs incurred by the Parent on our behalf utilizes a number of
allocation bases. The following table presents, by allocation methodology, costs included in the combined carve-out statements of operations that were incurred by the Parent on our behalf:

 Financial Statement Line Item

 Allocation Methodology

2013

2012

2011

(dollars in thousands)

 Cost of sales

Actual payroll and other costs incurred

$
61,770

$
57,454

$
51,500

 Selling, general and administrative expenses

Actual payroll and other costs incurred

3,857

3,920

4,669

 Selling, general and administrative expenses

Relative fixed assets, headcount or other measure

20,197

18,565

16,491

 We specifically identify expenses that can be clearly attributed to the Predecessor’s business and
allocate those costs to the Predecessor. As noted in the table above, a majority of costs incurred by our Parent and allocated to the Predecessor are specifically identifiable and are directly reflected in the Predecessor’s combined carve-out
statements of operations. Due to the nature of costs incurred by our Parent, for which specific identification is possible, costs that are directly attributed to us are predominantly reflected in cost of sales, with 

June 20, 2014
Via E -mail
Albert Chao
President, Chief Executive Officer
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas  77056

Re: Westlake Chemical Partners LP
Amendment No. 1 to Registration Statement on Form S-1
Filed June 6 , 2014
  File No. 333-195551

Dear Mr. Chao :

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

General

1. We note your response to comment 5 in our letter dated May 22, 2014.  Please provide us
with copies of the materials that you will send to potential participants in the directed unit
program prior to use, or tell us why you believe you are not required to do so.

Risk Factors, page 21
OpCo is a restricted subsidiary and guarantor under Westlake’s credit facility . . ., page 24

2. We note your response to comment 15 in our letter dated May 22, 2014.  We note that
you have not filed all of the schedules to  Westlake’s credit agreement.  Please file all of
the schedules of the credit agreement with your next amendment.

Cash Distribution Policy and Restrictions on Distributions, page 48

3. Given that you use the title “distributable cash flow,” it appears likel y that the measure
will be understood by investors to reflect the amount of 2013 cash flow that could have
been distributed to the unit holders.  Please explain how your calculation addresses the
cash flow impact necessitated by working capital requirement s or the reasons you believe
the use of $56.9 million for working capital is not relevant to your measure.  Also,
explain how you have considered the $6.9 million paid to settle derivatives, as well as
potential debt repayments in developing your measure.  If the measure is intended solely
as a performance measure, please tell us why you believe it is appropriate to refer to
“cash” in the title of the measure and consider revising disclosure throughout the filing to
remove the implication it is a cash flow measure.  See Item 10(e)(1)(ii)(E) of Regulation
S-K and Section 100(b) of Regulation G.

Albert Chao
Westlake Chemical Partners  LP
June 20, 2014
Page 2

4. If you determine that your non -GAAP measure is a liquidity measure, then you must
include reconciliation to GAAP operating cash flows or the most directly comparable pro
forma measure prepared and presented in accordance with Article 11 of Regulation S -X.
See Item 10(e)(1)(i)(B) of Regulation S -K and Question 101.02 of the Division’s Non-
GAAP Financial Measures Compliance & Disclosure Interpretations.  Further, you mu st
also present the three major categories of the statement of cash flows with equal
prominence pursuant to Question 102.06 of  the Division’s Non -GAAP Financial
Measures Compliance & Disclosure Interpretations.

5. Please explain to us how the “Borrowings by OpCo from Westlake to fund expansion
capital expenditures” pro forma adjustment is factually supportable and consistent with
your disclosure that the measure “provides useful information to investors in assessing
our results of operations.”  The existing p resentation states that $26.3 million of
“distributable cash flow” was generated from your 2013 operations, when it appears
$18.3 million of that amount is assumed to be proceeds from borrowings. See the
guidance in Article 11 -02(b)(6) of Regulation S -X an d Section 100(b) of Regulation G.

6. Please tell us whether you intend to revise the interest expense and interest paid amounts
herein to correspond with the amounts ultimately shown in your pro forma Statements of
Operations.  In this regard, it appears adj ustment (n) on page F -4 cannot be completed
until you can estimate the debt repayment.

7. Wherever you present this non -GAAP measure, please disclose the extent to which it has
been impacted by non -recurring items like the $5.4 million derivatives gain on pa ge F-31
and the $3.2 million claims recovery on page F -35. See Article 11 -02(c)(4)

Estimated Distributable Cash Flow for the Twelve Months Ending June 30, 2015, page 49

8. We note your response to comment 25 in our letter dated May 22, 2014.  Please remove
the language in the last paragraph on page 55 stating that you do not undertake any
obligation to release publicly the results of any future revisions you may make to the
assumptions used in generating your distributable cash flow, or revise the disclosure  to
clarify that you will update the disclosure as necessary to reflect any material future
revisions.  This statement may suggest to investors that you are not responsible for the
material facts necessary to make your statements not misleading at the time  of sale or
contract of sale.

Capital Resources and Liquidity, page 86

9. Please disclose the amount of borrowing availability under the revolving credit facility as
of March 31, 2014.

Albert Chao
Westlake Chemical Partners  LP
June 20, 2014
Page 3

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

10. We note your response to comment 24 of our letter dated May 22, 2014.  Please disclose
in note (j) to the pro forma financial statements your basis for determining that the
omnibus agreement will result in a lower allocation of selling, general and admi nistrative
expenses.  Please also disclose how you arrived at the amounts reflected in adjustment (j).

11. We note your response to comment 33 of our letter dated May 22, 2014.  We note that
OpCo will enter into two site lease agreements with Westlake related  to the Lake Charles
Olefins and Calvert City Olefins for $1 per site per year.  Please tell us what
consideration was given to SAB Topic 1:B related to your use of these two sites in both
your historical financial statements as well as in the pro forma fi nancial statements.

Note 8.  Related Party Transactions, page F -26

12. We note your response to comment 40 of our letter dated May 22, 2014.  Please help us
better understand how an allocation of selling, general and administrative expenses on the
basis of f ixed assets would be a reasonable reflection of the utilization of services
provided or the benefit received by the Predecessor during the periods presented.  It is not
clear how fixed assets would be a reasonable basis to allocate employee -related costs,
which your response indicates represent the majority of this allocation.

Revenue Recognition, page F -22

13. We note your response to comment 41 of our letter dated May 22, 2014.  Please help us
better understand what consideration you gave to the first two c onditions listed in ASC
840-10-15-6 in regards to whether the long -term supply agreements contain a lease
component.  Please specifically address whether Westlake will have the ability or right to
operate or control physical access to the property, plant, or equipment.

You may contact Nudrat Salik, Staff Accountant at (202) 551 -3692  or, in her absence, Al
Pavot, Staff Accountant  at (202) 551 -3738  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202)
551-3345  or, in her absence, Erin Jaskot, Staff Attorney  at (202) 551 -3442  with any other
questions.

Sincerely,

 /s/ Terence O ’Brien, for

 Pamela Long
Assistant Director

Cc: David P. Oelman, Esq.

CORRESP
1
filename1.htm

CORRESP

2801 Post Oak Blvd.

 Suite 600

Houston, Texas 77056

Tel: 713/960-9111

 Fax: 713/960-9420

 Via EDGAR and Federal Express

June 6, 2014

 Pamela Long

Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Westlake Chemical Partners LP

 Registration Statement on Form S-1

Filed April 29, 2014

File No. 333-195551

 Ladies and
Gentlemen:

 Set forth below are the responses of Westlake Chemical Partners LP, a Delaware limited partnership (the
“Partnership,” “we,” “us” or “our”), 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 May 22, 2014, with respect to the Registration Statement
on Form S-1, File No. 333-195551, filed with the Commission on April 29, 2014 (the “Registration Statement”).

Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 1 to the Registration Statement
(“Amendment No. 1”). For your convenience, we have also hand delivered five copies of this letter, as well as five copies of Amendment No. 1 marked to show all changes made since the initial
filing of the Registration Statement.

 For your convenience, each response is prefaced by the exact text of your corresponding comment in
bold, italicized text. All references to page numbers and captions correspond to the text of your comment or Amendment No. 1, unless otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings
given to them in the Registration Statement.

 Securities and Exchange Commission

June 6, 2014

  Page
 2

 Draft Registration Statement on Form S-1

General

1.
We will process this filing and your amendments without a price range. Since the price range triggers a number of disclosure matters, we will need sufficient time to process the amendment when it is included.
Please understand that its effect on disclosure throughout the document may cause us to raise issues on areas not previously commented upon.

RESPONSE: We will include a price range in an amendment to the Registration Statement at the time such information is known. Further, we
acknowledge that the Staff will need sufficient time to review this amendment prior to circulation of the preliminary prospectus and may have further comments when the price range and related information have been included.

2.
We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit pursuant to Rule 430A under the Securities Act. Please provide that information in your
next amendment to allow us sufficient time to review your disclosure.

 RESPONSE: We acknowledge
the Staff’s comment and, with respect to certain omitted information, will provide such information in an amendment to the Registration Statement at the time such information is known. We undertake to provide in future amendments all
omitted information in the Registration Statement that we are not entitled to omit under Rule 430A under the Securities Act prior to any distribution of the preliminary prospectus. Furthermore, we acknowledge that the Staff will need sufficient
time to review our complete disclosure and may have further comments when the information has been included.

3.
Prior to the effectiveness of your registration statement, please inform us as to whether or not the amount of compensation allowable or payable to the underwriters has received clearance by FINRA.

 RESPONSE: We acknowledge the Staff’s comment and undertake to provide the requested information,
including having a representative of FINRA call the Staff to confirm that it has completed its review, including its review regarding the underwriting compensation terms and arrangements of this offering and that it has no objections.

4.
Please provide us with copies of any additional artwork or other graphics you intend to use in your prospectus.

RESPONSE: We acknowledge the Staff’s comment and expect to include all artwork in a future amendment to the Registration Statement.

 Securities and Exchange Commission

June 6, 2014

  Page
 3

5.
Please advise us as to whether you intend to use additional sales material, in addition to the prospectus to sell the common units. If this is the case, please provide the staff with copies of any sales literature
you intend to use, prior to use. These materials are subject to our review and comment. Refer to Item 19.D of Securities Act Industry Guide 5 and Release No. 33-6900 regarding disclosure in offerings of limited partnership
interests.

 RESPONSE: We acknowledge that sales material is subject to the
Staff’s review and comment. We confirm that no sales material will be given to any prospective investors in connection with the offering other than a preliminary prospectus.

We intend to conduct a “road show” in connection with the offering that will include a slide show presentation. Hard copies of the
slide show presentation will not be distributed to prospective investors.

 As disclosed in the underwriting section of the prospectus, we
intend to reserve common units for sale under a directed unit program. In connection with the directed unit program, we will send materials to the participants at or after the time the preliminary prospectus is distributed.

Prospectus Cover Page

6.
Please revise your cover page to disclose in the bullet point list of risks that on a pro forma basis you would not have generated sufficient cash to pay the full minimum quarterly distributions on all of your
units, including your subordinated units for the year ended December 31, 2013. Please specify how many of the previous four quarters would have experienced such a shortfall, including the amount of the shortfall for each quarter.

 RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly.
Please see the cover page of the prospectus.

7.
Please disclose the percentage of the offering proceeds that will be available to the registrant after the deduction of all fees, commissions, expenses, compensation and payments to affiliates in connection with
the offering. See Section II.B.3.a. of Release No. 33-6900.

 RESPONSE: We acknowledge the Staff’s
comment and have revised the cover page of the Registration Statement to include a footnote, which we will complete in a future amendment to the Registration Statement, to disclose the percentage of the offering proceeds that will be available to
the Partnership after the deduction of all fees, commissions, expenses, compensation and payments to affiliates in connection with the offering.

 Securities and Exchange Commission

June 6, 2014

  Page
 4

 Table of Contents

8.
Please remove the disclosure in the paragraph under the table of contents that advises investors that information is accurate only as of the date of the prospectus. This statement may suggest to investors that you
are not responsible for omissions of material facts necessary to make your statements not misleading at the time of sale or contract of sale.

RESPONSE: We acknowledge the Staff’s comment and respectfully observe that the prospectus can necessarily only be accurate as of
the date it was prepared. Developments may occur from time to time that may cause the prospectus to become out of date or inaccurate as of and after the date of such developments. In addition, certain of the information in the prospectus is
presented as of a specific date (e.g., balance sheet data) and may be different at the later time the prospectus is issued. We acknowledge that we are responsible for updating the prospectus during this offering to contain all material
information and have revised the identified disclosure on Page iv of Amendment No. 1 to clarify that the prospectus will be updated to the extent required by federal securities laws.

Prospectus Summary, page 1

9.
Please balance the discussion in the summary section to describe not only your business strategies, but also the material risks and challenges you face.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see pages 7 to 9 of
Amendment No. 1.

 Our Management, page 7

10.
Please balance your disclosure here to clarify that your management team dedicates only a percentage of their time to your business.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 9 of
Amendment No. 1.

 Organizational Structure, page 10.

11.
Please revise the chart to disclose the 90% interest of Westlake Chemical Corporation and 10% interest of Westlake Chemical Partners LP in Westlake Chemical OpCo LP and the percentage interest of each of Westlake
Chemical Corporation, Westlake Chemical Partners GP LLC and the Public Unitholders in Westlake Chemical Partners LP.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to reflect the 90% interest of Westlake
Chemical Corporation and certain of its subsidiaries and the 10% interest of the Partnership in Westlake Chemical OpCo LP. Please see page 12 of Amendment No. 1. We will provide information regarding the percentage interest in the Partnership
of each of Westlake Chemical Corporation, Westlake Chemical Partners GP LLC and the public unitholders in a future amendment to the Registration Statement at the time such information is known.

 Securities and Exchange Commission

June 6, 2014

  Page
 5

12.
We note the disclosure in footnote one. Please also disclose the percentage of common units if the overallotment option is exercised by the underwriters.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 12 of
Amendment No. 1.

 Material Federal Income Tax Consequences, page 14

13.
Please revise your disclosure to include a brief discussion of the material tax consequences so that you are not solely cross-referencing to the more detailed discussion. Please also disclose the identity of
counsel who is rendering the opinion at each place in the prospectus where you discuss the tax consequences of investing in the units.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 17 of
Amendment No. 1.

 Risk Factors, page 18

We are substantially dependent on Westlake for our cash flows…, page 18

14.
We note that Westlake is not obligated to purchase ethylene during any period during which OpCo’s facilities are not operating due to scheduled or unscheduled maintenance or turnarounds. Please revise your
risk factor to specify the periods during which you anticipate that OpCo’s facilities will not operate due to maintenance or turnarounds and specify any material impact you anticipate on OpCo’s results of operations or your ability to make
distributions to your unitholders.

 RESPONSE: We acknowledge the Staff’s comment and have revised the
Registration Statement accordingly to reflect the range of downtime we typically expect in connection with planned turnarounds. Please see page 21 of Amendment No. 1. We do not typically require downtime for scheduled maintenance. Additionally,
we cannot forecast the specific periods during which our facilities will be down due to unplanned maintenance.

 Securities and Exchange Commission

June 6, 2014

  Page
 6

 OpCo is a restricted subsidiary and guarantor under Westlake’s credit facility…, page 21

15.
We note that the indentures governing Westlake’s senior notes and Westlake’s credit facility prevent OpCo from making distributions to you in specified circumstances. Please advise as to the
consideration you gave to filing the indentures and credit facility as exhibits to the registration statement.

RESPONSE: We acknowledge the Staff’s comment and have updated the exhibit index of the Registration Statement to include the
indentures and credit facility. Please see the revisions beginning on page II-4 of Amendment No. 1.

 Our production facilities process volatile
and hazardous materials…, page 24

16.
We note the disclosure “according to some experts”. Please identify or provide examples of the “experts” referenced in your disclosure.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to remove the reference to “some
experts”. Please see page 28 of Amendment No. 1.

 Use of Proceeds, page 40

17.
We note that you plan you plan to use part of the proceeds of the offering to purchase a limited partner interest in OpCo, and that this interest will be in addition to a percentage interest contributed to you by
Westlake. Please disclose here or elsewhere as appropriate the current ownership of OpCo and whether the amount you pay to purchase the limited partner interest will be paid to Westlake or another entity or current owner of the interest. Please also
disclose the amount of the proceeds that will be used to purchase the limited partner interest.

 RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure to indicate that Westlake currently owns all of OpCo’s limited partner interests. Please see page 10 of Amendment No. 1. We have also clarified that the additional
limited partner interest in OpCo will be purchased from OpCo itself and not from Westlake. Please see pages 10, 13, and 44 of Amendment No. 1. We respectfully note that the amount of proceeds that will be used to purchase the additional limited
partnership interest in OpCo will be disclosed in a future amendment to the Registration Statement and will be the first number that appears under “Use of Proceeds” (i.e. “We intend to use the estimated net proceeds of approximately $
million from this offering… to purchase from OpCo a % limited partner interest….”) and that OpCo’s expected use of the proceeds is described in the first sentence in “Use of Proceeds”.

Capitalization, page 41

18.
Please clearly show in the notes to the capitalization table how you computed each pro forma amount, including a discussion of any significant assumptions and estimates used to arrive at the amounts.

 RESPONSE: We acknowledge the Staff’s comment and have expanded the discussion shown in the notes to the
capitalization table on page 45 of Amendment No. 1 to describe how each pro forma amount was computed, including discussing any significant assumptions and estimates used to arrive at the pro forma amounts.

 Securities and Exchange Commission

June 6, 2014

  Page
 7

 Cash Distribution Policy and Restrictions on Distributions, page 44

19.
We note your disclosures on page 56 in which you note that distributions will either be related to “operating surplus” or “capital surplus.” Please tell us what consideration you gave to
disclosing your operating surplus and capital surplus for fiscal year 2013 and providing investors with an understanding as to how your operating surplus and capital surplus correlates to your estimated Distributable Cash Flow measure.

 RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to provide
investors with a description of how operating surplus and capital surplus correlate to estimated distributed cash flow. Please see page 57 of Amendment No. 1.

20.
Your presentation of Distributable Cash Flow appears to be a non-GAAP measure. In this regard, please address the following:

•

Please provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S-K;

Response: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 51 of
Amendment No. 1.

•

The title and the purpose of the measure indicate that this is a liquidity measure. In this regard, please also provide a reconciliation to a US GAAP liquidity measure. If you continue to belie

May 22, 2014
Via E -mail
Albert Chao
President, Chief Executive Officer
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas  77056

Re: Westlake Chemical Partners LP
Registration Statement on Form S-1
Filed April 29, 2014
  File No. 333-195551

Dear Mr. Chao :

We have reviewed your registration statement  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 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 bel ieve an amendment is appropriate, please tell us why in your
response.

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

General

1. We will process this filing and your amendments without a price range.  Since the price
range triggers a number of disclosure matters, we will need sufficient time to process the
amendment when it is included.  Please understand that its effect on disclosu re
throughout the document may cause us to raise issues on areas not previously commented
upon.

2. We note a number of blank spaces throughout your registration statement for information
that you are not entitled to omit pursuant to Rule 430A under the Sec urities Act.  Please
provide that information in your next amendment to allow us sufficient time to review
your disclosure

3. Prior to the effectiveness of your registration statement, please inform us as to whether or
not the amount of compensation allowabl e or payable to the underwriters has received
clearance by FINRA.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 2

 4. Please provide us with copies of any additional artwork or other graphics you intend to
use in your prospectus.

5. Please advise us as to whether you intend to use additional sales material, in addition to
the prospectus to sell the common units.  If this is the case, please provide the staff with
copies of any sales literature you intend to use, prior to use.  These materials are subject
to our review and comment.  Refer to Item 19.D of Secur ities Act Industry Guide 5 and
Release No. 33 -6900 regarding disclosure in offerings of limited partnership interests.

Prospectus Cover Page

6. Please revise your cover page to disclose in the bullet point list of risks that on a pro
forma basis you would n ot have generated sufficient cash to pay the full minimum
quarterly distributions on all of your units, including your subordinated units for the year
ended December 31, 2103.  Please specify how many of the previous four quarters would
have experienced su ch a shortfall, including the amount of the shortfall for each quarter.

7. Please disclose the percentage of the offering proceeds that will be available to the
registrant after the deduction of all fees, commissions, expenses, compensation and
payments to affiliates in connection with the offering.  See Section II.B.3.a. of Rele ase
No. 33 -6900.

Table of Contents

8. Please remove the disclosure in the paragraph under the table of contents that advises
investors that information is accurate only as of the date of the prospectus.  This
statement may suggest to investors that you are not responsible for omissions of material
facts necessary to make your statements not misleading at the time of sale or contract of
sale.

Prospectus Summary, page 1

9. Please balance the discussion in the summary section to describe not only your business
strategies, but also the material risks and challenges you face.

Our Management, page 7

10. Please balance your disclosure here to clarify that your management team dedicates only
a percentage of their time to your business.

Organizational Structure, page 10

11. Please revise the chart to disclose the 90% interest of Westlake Chemical Corporation
and 10% interest of Westlake Chemical Partners LP in Westlake Chemical OpCo LP and

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 3

 the percentage interest of each of Westlake Chemical Corporation, Westlake Chemical
Partners GP LLC and the Public Unitholders in Westlake Chemical Partners LP.

12. We note the disclosure in footnote one.  Please also disclose the percentage of common
units if the overallotment option is exercised by the underwriters.

Material Federal Inco me Tax Consequences, page 14

13. Please revise your disclosure to include a brief discussion of the material tax
consequences so that you are not solely cross -referencing to the more detailed discussion.
Please also disclose the identity of counsel who is re ndering the opinion at each place in
the prospectus where you discuss the tax consequences of investing in the units.

Risk Factors, page 18

We are substantially dependent on Westlake for our cash flows . . ., page 18

14. We note that Westlake is not obligated to purchase ethylene during any period during
which OpCo’s facilities are not operating due to scheduled or unscheduled maintenance
or turnarounds.  Please revise your risk factor to specify the periods during which you
anticipate that OpCo’s fac ilities will not operate due to maintenance or turnarounds and
specify any material impact you anticipate on OpCo’s results of operations or your ability
to make distributions to your unitholders.

OpCo is a restricted subsidiary and guarantor under Westla ke’s credit facility . . ., page 21

15. We note that the indentures governing Westlake’s senior notes and Westlake’s credit
facility prevent OpCo from making distributions to you in specified circumstances.
Please advise as to the consideration you gave to f iling the indentures and credit facility
as exhibits to the registration statement.

Our production facilities process volatile and hazardous materials . . ., page 24

16. We note the disclosure “according to some experts”.  Please identify or provide examples
of the “experts” referenced in your disclosure.

Use of Proceeds, page 40

17. We note that you plan to use part of the proceeds of the offering to purchase a limited
partner interest in OpCo, and that this interest will be in addition to a percentage interest
contributed to you by Westlake.  Please disclose here or elsewhere as appr opriate the
current ownership of OpCo and whether the amount you pay to purchase the limited
partner interest will be paid to Westlake or another entity or current owner of the interest.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 4

 Please also disclose the amount of the proceeds that will be used to  purchase the limited
partner interest.

Capitalization, page 4 1

18. Please clearly show in the  notes to the capitalization table how  you computed  each
pro forma amount, including a discussion of  any significant assump tions and
estimates used  to arrive at the amounts.

Cash Distribution Policy and Restrictions on Distributions, page 44

19. We note yo ur disclosures on page 56  in which you note that distributions will either be
related to “operating surplus” or “capital surplus .”  Please tell us what consideratio n you
gave to d isclosing your operating surplus and capital surplus for fiscal year 201 3 and
providing investors with an understanding as to how your operating surplus and capital
surplus correlates to your estimated Distributable Cash Flow measure .

20. Your presentation of Distributable Cash Flow appears to be a non -GAAP measure.  In
this regard, please address the following:

 Please provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S -K;

 The title and the purpose of the measure indicate that this is a liquidity measure.  In
this regard, please also provide a reconciliation to a US GAAP liquidity measure.  If
you continue to believe that the non -GAAP measure is only a performance measure,
please revise the title of the measure to something more descriptive of its purpose and
ensure that the revised title does not include the word “cash ;” and

 It is not clear why you are presenting EBITDA as part of your current reconciliation
from net income  to estimated distributable cash flow for Westlake Chemical Partners
LP.  Please advise.  Alternatively, please reconcile directly between net income and
estimated distributable cash flow for Westlake Chemical Partners LP.

21. Please disclose whether the part nership agreement, or any other relevant contract,
requires that the amounts of actual distributions be either defined, limited or measured
based on the Distributable Cash Flow calculation presented in your filing.

22. Given that you will pay distributions on  a quarterly basis, please tell us what
consideration you gave to providing the pro forma and estimated distributable cash flow
information correspondingly on a quarterly basis.

23. Please revise your disclosure to indicate what quarterly distributions would have been for
the most recent four fiscal quarters, including quantifying any shortfalls.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 5

 24. In regards to the assumptions used to arrive at your estimated distributable cash flow for
the twelve months ended June 30, 2015, please address the following:

 Please expand your disclosures to better explain your assumption that gross profit will
increase though revenues will decrease considering that it appears Westlake Chemical
Corporation’s purchase price will generally equal OpCo’s estimated variable costs
plus a fixed $0.10 per pound margin; and

 You expect a lower allocation of selling, general and administrative expenses in
accordance with the omnibus agreement.  Please address why this agreement would
not be reflected in your pro forma financial information  as well as why it will result in
a decrease of selling, general and administrative expenses.

Estimated Distributable Cash Flow for the Twelve Months Ending June 30, 2015, page 49

25. Please remove the language in the last paragraph on page 50 stating that you do not
undertake any obligation to update your assumptions to reflect events or circumstances
after the date of the prospectus.  This statement may suggest to investors that you are not
responsible for omissions of material facts necessary to make your  statements not
misleading at the time of sale or contract of sale.

Management’s Discussion and Analysis

Capital Resources and Liquidity, page 79

26. Please revise your disclosure to describe in appropriate detail all material restrictions or
limitations on the payment of distributions contained in your debt instruments or other
agreements.  For example, we note that OpCo has guaranteed and is a restric ted
subsidiary under Westlake Chemical Corporation’s indentures governing their senior
notes as well as under their credit facility.

Capital Expenditures, page 80

27. Please disclose your expected capital expenditures for 2014.  Refer to Item 303(a)(2 )(i) of
Regulation S -K.

Business, page 92

Technology, page 99

28. We note the various licenses listed in this section relating to the steam process and
recovery technology used by OpCo.  To the extent that any of these licenses represent
material contracts under I tem 601(b)(10) of Regulation S -K, please file them as exhibits
to the registration statement.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 6

 Books and Reports, page 145

29. Please tell us why the annual reports will be provided within 105 days instead of 90 days
of the end of the fiscal year and quarterly  reports will be provided within 50 days of the
end of the quarter rather than within 45 days.  See Part 15 of Industry Guide 5.

Material U.S. Federal Income Tax Consequences, page 149

Taxation of the Partnership, page 149

30. We note that you are providing  a firm conclusion regarding your treatment as a
partnership for federal tax purposes.  Accordingly, please remove the word “generally”
from this discussion and please delete the statement in the first sentence in this section
that you “expect” to be treat ed as a partnership.  See Section II.C. of Staff Legal Bulletin
No. 19 (October 14, 2011) and Item 12 of Industry Guide 5.

Tax Consequences of Unit Ownership, page 151

31. Please revise this section to remove the uncertainty that appears throughout this section,
such as under “Treatment of Distributions,” “Limitations on Deductibility of Losses,”
“Limitations on Interest Deductions,” etc. In particular, please remove the words
“generally” and “may” from the discussion and instead provide a “will” opinion.
Alternatively, please revise to clearly state that the opinion is subject to a degree of
uncertainty and describe the degree of uncertainty, explain why a “will” opinion cannot
be provided, and provide adequate risk factor disclosure setting forth the ta x risks to
investors.

Disposition of Units, page 156

32. Please revise your disclosure in this section to address the requirements of Item 12.H of
Industry Guide 5.

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

33. Please disclose what consideration you gave to reflecting the impact of the services, site
lease, and omnibus agreements with Westlake Chemical Corporation in your pro forma
financial statements pursuant to Rule 11 -02(b)(6) of Regulation S -X.

34. Please dis close how you will de termine how many common units and subordinated units
will be issued to the subsidiaries of Westlake Chemical Corporation in exchange for the
transfer of the limited partner interest in OpCo and a 100% interest in Westlake Chemical
OpCo GP.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 7

 35. Please better  clarify in your disclosures how you arrived at pro forma net sales and cost
of sales amounts by addressing the following:

 For adjustment (h), please show how you arrived at the amount reflected as price
changes related to OpCo’s execution of the Ethylene  Sales Agreement with Westlake;
and

 It appears that the only adjustment to third party net co -product, ethylene and
feedstock sales is adjustment (g) which reflects the elimination of activity related to
the resale of ethylene and feedstock that will not be part of OpCo’s operations.  The
last sentence on page F -6 indicates that pro forma ethylene sales to third parties
reflects 5% of actual 2013 ethylene production.  Please help us understand why there
would not need to be a pro forma adjustment in order to reflect the 5% of actual
ethylene production.

36. Please confirm there are no planned distributions to your sponsor.  If so, we remind you
of the presentation and disclosure requirements per SAB Topic 1:B.3.

37. In regards to pro forma net income per unit,  please ensure you address the following:

 Please d isclose how many offering units  were included in your computation and how
many were excluded and explain why;

 Please ensure your disclosures clearly show how you computed your pro forma net
income per uni t amounts, including the income amounts allocated to different
unitholders; and

 Please help us better understand your basis for assuming that no incentive distribution
rights would be paid based on your cash distribution policy as outlined beginning on
page 56.

38. You will control, and therefore consolidate, OpCo through your ownership of its general
partner.   Please help us better understand how you determined that you will control and
should therefore consolidate OpCo.  Please file as an exhibit the contr act which identifies
the rights and obligations of both limited partners and general partners of OpCo and
provide us with an analysis based on this contract which supports your basis for
consolidation.  Your analysis should cross -reference to the specific contractual provisions
that you are relying on to establish control  as well as refer to the specific accounting
guidance you considered in determining the a