October 6, 2005

Via Facsimile (212) 451-2222 and U.S. Mail

Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

RE:	Sunset Financial Resources, Inc.
	Preliminary Consent Solicitation Statement on Schedule 14A
Filed October 3, 2005, by Western Investment LLC, Western
Investment
	Hedged Partners LP, Western Investment Institutional Partners
LLC,
	Western Investment Activism Partners LLC, and Arthur D.
Lipson
      File No. 001-32026

Dear Mr. Wolosky:

      We have reviewed the above-referenced filing and have the
following comments.  Where indicated, we think you should revise
your
document 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A

General
1. Please provide the record date information required by Item
6(b)
of Schedule 14A.

We are dissatisfied with the current board of directors, page 2
2. Each statement or assertion of opinion or belief must be
clearly
characterized as such, and a reasonable factual basis must exist
for
each such opinion or belief.  Support for opinions or beliefs
should
be self-evident, disclosed in the proxy statement or provided to
the
staff on a supplemental basis.  We note, for example:

* your belief that it would be "in the best interests of the
Company"
to reconstitute the board;
* your implication that security holders are dissatisfied with the
current affairs of the company and performance of the current
board
of directors; and
* your statement that the board of directors "made it harder for
stockholders to express any dissatisfaction."  It appears that the
board`s action made it more difficult to call a special meeting of
security holders, which may be one of several avenues security
holders have to express their opinion of the board`s performance.

Written Consent Procedures, page 3
3. Please refer to the capitalized sentence in the first paragraph
of
this section.  It appears that you may have omitted the word "not"
in
the last clause of this sentence reading "...and do [not] commit
you
to cast any vote in favor..." (bracketed language added).  Please
revise or advise.
4. With respect to the second paragraph of this section, please
describe any expiration date for the consents received and a time
by
which you expect to use the consents to call the special meeting
of
Sunset Financial security holders.

Solicitation of Written Consents, page 4
5. Please fill in the blanks in this section.
6. Expand the last paragraph under this heading to indicate
whether
the matter will be submitted to a vote of stockholders.  See Item
4(b)(c) of Schedule 14A.

Certain Information Regarding the Participants, page 5
7. Please disclose the information required by Item 5(b)(1)(iii)
of
Schedule 14A.
8. Please tell us why you need to qualify your disclosure in the
fifth paragraph.  The disclaimer appears inappropriate given that
the
Western Committee includes all of the filing persons whom the
disclosure concerns.  Please remove it.

Form of Consent
9. Please revise your form of consent to provide security holders
a
means to specify a choice between consent for or denial of your
solicitation.  Refer to Rule 14a-4(b) of Regulation 14A.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to the 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 each of the filing persons
acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

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

* the filing persons 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 filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact us via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

								Sincerely,


								Daniel F. Duchovny
								Attorney-Advisor
								Office of Mergers &
Acquisitions
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Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
October 6, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE