MARCI K. DONNELLY
Vice President & Assistant General Counsel
610-975-8213
mdonnelly@pvrpartners.com
July 31, 2013
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street NE
Washington, DC 20549
Attention: Mara L. Ransom
| Re: | PVR Partners, L.P. |
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 27, 2013
File No. 001-16735
Dear Ms. Ransom:
The Partnership respectfully advises the Staff that the Partnership acknowledges that:
| • | The Partnership is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | The Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you need additional information, please contact Adorys Velazquez of Vinson & Elkins L.L.P. at (212) 237-0036.
| Very truly yours, | ||
| PVR Partners, L.P. | ||
| By: | PVR GP, LLC | |
| By: | /s/ Marci K. Donnelly | |
| Marci K. Donnelly | ||
| Vice President | ||