OCI RESOURCES LP
FIVE CONCOURSE PARKWAY
SUITE 2500
ATLANTA, GEORGIA 30328
September 10, 2013
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: John Reynolds
Re: OCI Resources LP
Registration Statement on Form S-1
File No. 333-189838
Dear Commissioners:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, OCI Resources LP, a Delaware limited partnership (the “Partnership”), respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (Registration No. 333-189838) (the “Registration Statement) so that such Registration Statement may be declared effective at 2:00 p.m., Eastern Time, on Thursday, September 12, 2013, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (202) 261-3313, and that such effectiveness also be confirmed in writing.
The Partnership hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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; (ii) 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 (iii) 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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| OCI Resources LP | |
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| By: | /s/ Kirk H. Milling |
| Name: | Kirk H. Milling |
| Title: | Chief Executive Officer of OCI Resource Partners LLC, general partner of OCI Resources LP |
