Mail Stop 4561

      							July 8, 2005

Via U.S. Mail and Fax (212) 603-4981
Mr. George N. Tietjen III
Chief Financial Officer and Treasurer
SB Partners
1251 Avenue of the Americas
New York, NY 10020


	RE:	SB Partners
      Form 10-K for the fiscal year ended December 31, 2004
		Filed April 13, 2005
		Form 10-Q for the quarterly period ended March 31, 2004
		File No. 0-08952


Dear Mr. Tietjen:

      We have reviewed the above referenced filings and have the
following comments.  Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Item 15. Exhibits, Financial Statement Schedules and Reports on
Form
8-K, page 22

1. Tell us why you have not included financial statements for the
joint venture that owns and apartment property in West Chester,
Pennsylvania, in accordance with Rule 3-09 of Regulation S-X.

Note 5 Investment in Joint Venture, page 36

2. Explain to us what consideration you gave to the provisions of
FIN
46(R) in determining that your investment in the joint venture
should
be accounted for under the equity method and not consolidated.  If
you have adopted FIN 46(R), please explain if the joint venture is
a
variable interest entity under paragraph 5 and tell us how you
concluded that you are not the primary beneficiary.


*    *    *    *


      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact William Demarest, Staff Accountant, at (202)
551-3432 or me at (202) 551-3486 with any questions.

							Sincerely,



							Daniel L. Gordon
							Branch Chief


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Mr. George N. Tietjen III
SB Partners
July 8, 2005
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