EMERGE ENERGY SERVICES LP
180 State Street, Suite 225
Southlake, Texas 76092
(817) 865-5830
November 1, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Re: Emerge Energy Services LP
Registration Statement on Form S-1
File No. 333-214237
Ladies and Gentlemen:
Emerge Energy Services LP (the “Partnership”) hereby requests pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement to 4:00 p.m., Washington, D.C. time, on November 3, 2016, or as soon as practicable thereafter.
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 adequacy and accuracy 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.
| Very truly yours, | |
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| EMERGE ENERGY SERVICES LP | |
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| By: | Emerge Energy Services GP LLC, |
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| its general partner |
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| By: | /s/ Richard Shearer |
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| Richard Shearer |
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| Chief Executive Officer |
cc: Warren B. Bonham, Emerge Energy Services LP
Ryan J. Maierson, Latham & Watkins LLP
