MAIL STOP 3561


      	May 9, 2006

Mr. Bruce Lederman
HD Partners Acquisition Corporation
2601 Ocean Park Blvd. Suite 320
Santa Monica, CA 90405

      Re:	HD Partners Acquisition Corporation
      Amendment No. 5 to Registration Statement on Form S-1
   File No. 333-130531
		Amendment Filed May 3, 2006

Dear Mr. Lederman:

      We have reviewed your 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.

General Comments
1. We note the disclosure in risk factor six regarding third party
claims against the trust account and provisions under Delaware
General Corporation Law that apply even after liquidation.  Please
clarify whether you intend to comply with the procedures contained
in
Section 280 of Delaware General Corporation Law.  If not, we note
the
requirements in Section 281(b) of Delaware General Corporation Law
that a dissolved corporation which has not followed the procedures
in
Section 280 shall adopt a plan of distribution to which the
dissolved
corporation "(i) shall pay or make reasonable provision to pay all
claims and obligations ... (ii) shall make such provision as will
be
reasonably likely to be sufficient to provide compensation for any
claim against the corporation which is the subject of a pending
action, suit or proceeding to which the corporation is a party and
(iii) shall make such provision as will be reasonably likely to be
sufficient to provide compensation for claims that have not been
made
known to the corporation ..., are likely to arise or to become
known
to the corporation ... within 10 years after the date of
dissolution."  Please provide us with a legal analysis as to how
the
company will comply with Section 281(b) and disclose in the
prospectus the procedures that the company will undertake to
comply.
Also, revise the disclosure throughout the prospectus to include
the
effect that this provision will have upon the stockholders` rights
to
receive their portion of the trust in the event of liquidation.
In
addition, please include a discussion as to how the funds held in
trust could be subject to a bankruptcy proceeding by the company.
2. We note the disclosure in risk factor six that your Chairman
and
executive officers will be personally liable in "certain
circumstances" "to ensure that the proceeds in the trust account
are
not reduced by the claims of various vendors, prospective target
businesses or other entities."  According to exhibits 10.4 through
10.8, it appears that these individuals have only agreed to
indemnify
you against claims by vendors.  Please reconcile the disclosure.
Clearly state all circumstances whereby these individuals will be
personally liable.  In addition, please describe the claims that
could be brought by a prospective target business and other
entities
in the event a business combination is not consummated.  It may be
helpful to revise your risk factors to clearly describe the
potential
risk that a portion of the funds held in trust could be subject to
third party claims.
3. We note the disclosure throughout your registration statement
that
in the event of liquidation, all holders of common stock sold in
this
offering will be entitled to receive their portion of the amount
held
in trust ($7.604 per unit).  Please expand and clarify why you
believe it is appropriate to disclose such amount in light of the
lack of full indemnification obligations by your Chairman and
executive officers and the potential effect of Section 281(b) of
Delaware General Corporation Law.
4. Please disclose all steps the company has taken to confirm that
your Chairman and executive officers have funds sufficient to
satisfy
their obligations with respect to ensuring the trust account is
not
depleted.








Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Any questions regarding the accounting comments may be
directed
to Babette Cooper at (202) 551-3396.  Questions on other
disclosure
issues may be directed to Jay Williamson at (202) 551-3393.

								Sincerely,



								John Reynolds
      Assistant Director



cc:	Stuart Neuhauser
	Fax: (212) 370-7889




Mr. Bruce Lederman
HD Partners Acquisition Corp.
May 9, 2006
p. 1