[Morgan Joseph Letterhead]
May 31, 2006
VIA FACSIMILE
John Reynolds, Esq.
Assistant Director
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | Request for Acceleration of Effective Date of |
| Registration Statement on Form S-1/A (Amendment No. 8) of |
| HD Partners Acquisition Corporation |
| (SEC File No. 333-130531), filed on May 30, 2006 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Morgan Joseph & Co. Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Washington D.C. time, on June 1, 2006, or as soon thereafter as practicable.
Sincerely,
/s/ Tina Prountzos |
|
Tina Prountzos | |
Managing Director |