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 ?? ?? ?? ?? Mr. George N. Tietjen III SB Partners July 8, 2005 Page 1