[Letterhead of Alon USA Partners, LP]
November 15, 2012
Ms. Anne Nguyen Parker
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Registration Statement on Form S-1
File No. 333-183671
Ladies and Gentlemen:
On behalf of Alon USA 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 4:00 p.m., Washington, D.C. time, on November 19, 2012, or as soon thereafter as practicable. 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
This request has been transmitted via EDGAR. If you need additional information, please contact Gillian Hobson (713) 758-3747 of Vinson & Elkins L.L.P.
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Securities and Exchange Commission
November 15, 2012
Page 2
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Very truly yours, |
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Alon USA Partners, LP |
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By: | | /s/ James Ranspot |
Name: | | James Ranspot |
Title: | | Chief Legal Counsel—Corporate and Secretary |
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cc: | | Mike Rosenwasser (Vinson & Elkins L.L.P.) |
| | Gillian Hobson (Vinson & Elkins L.L.P.) |
| | Sean T. Wheeler (Latham & Watkins LLP) |
| | Divakar Gupta (Latham & Watkins LLP) |
| | Paul Eisman (Alon USA Partners, LP) |