USD PARTNERS LP
811 Main Street, Suite 2800
Houston, Texas 77002
October 6, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549-4628
| Attn: | Susan Block |
| Division of Corporation Finance |
| Re: | USD Partners LP |
| Registration Statement on Form S-1 |
| File No. 333-198500 |
Dear Ms. Block:
On behalf of USD 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 October 8, 2014, 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, | ||
| USD PARTNERS LP | ||
| By: | USD Partners GP LLC, its general partner | |
| By: | /s/ Daniel K. Borgen | |
| Daniel K. Borgen | ||
| Chief Executive Officer and President | ||
| cc: | Sean T. Wheeler, Latham & Watkins LLP |
Keith Benson, Latham & Watkins LLP
Douglas E. McWilliams, Vinson & Elkins L.L.P.
Sarah K. Morgan, Vinson & Elkins L.L.P.
