020-7453-1039
September
9, 2008
Ladies
and Gentlemen:
Capital Product Partners,
L.P. – File Number 333-153274
Registration Statement
Filing on Form F-3
On August
29, 2008, Capital Product Partners, L.P. (the “Company”) filed a Form F-3
registration statement (the “Registration Statement”) with the Securities and
Exchange Commission. The Registration Statement inadvertently left out the
language required under Rule 473(a) of the Securities Act of 1933, as amended,
relating to “delaying amendments.” As such, the Company hereby amends
the Registration Statement to incorporate into the facing page the
following language from Rule 473(a):
“The
registrant hereby amends this registration statement, on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.”
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Very
truly yours,
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/s/ Edward
Welch
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Associate
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United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549