UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
June 15, 2006
via U.S. mail
Mr. Andrew L. Schroeder
Vice President, Finance and Treasurer
MarkWest Energy Partners, L.P.
155 Inverness Drive West, Suite 200
Englewood, Colorado 80112-5000
Re: MarkWest Energy Partners, L.P.
Amendment No. 1 to Form S-1
Filed June 2, 2006
File No. 333-133534
Amendment No. 1 Form S-1
Filed June 7, 2006
File No. 333-133439
Form 10-K for the fiscal year ended December 31, 2005, as
amended
Filed March 16, 2006
File No. 1-31239
Form 10-Q for the quarter ended March 31, 2006, as amended
Filed May 3, 2006
Dear Mr. Schroeder:
We have reviewed your amendments to the registration
statements
and your draft amendments to the 10-K/A filed in response to our
comment letter dated May 19, 2006 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
filings.
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.
Form 10-K/A for the fiscal year ended December 31, 2005
General
1. We note your response to our prior comment 10 in regard to
the
registration statements. However, it does not appear that you
propose to make conforming changes to your Exchange Act documents.
Please include a similar discussion in the amended Form 10-K, and
expand the disclosure in your Form 10-Q to include a discussion
for
2005.
Form 10-Q/A for the fiscal quarter ended March 31, 2006
2. We note your response to our prior comment 12. Item 308(c)
of
Regulation S-B also requires you to disclose any changes in your
internal controls over financial reporting that are reasonably
likely
to materially affect your internal controls over financial
reporting.
Please provide a discussion of any changes made to internal
controls
in the fiscal quarter ended March 31, 2006 that you believe are
reasonably likely to materially affect your internal controls over
financial reporting.
Closing Comments
As appropriate, please amend your Forms 10-K and 10-Q within
10
business days of the date of this letter. You may wish to provide
us
with marked copies of the amendments to expedite our review.
Please
furnish a cover letter with your amendments 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 amendments
and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statements, it should furnish a letter, at the time of such
request,
acknowledging that:
? should 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 company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company 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.
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 connection with our review of
your
filings or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statements as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statements.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statements. 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.
Please contact Donna Levy at (202) 551-3292, or in her
absence,
Timothy Levenberg, Special Counsel, at (202) 551-3707, with any
questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: David P. Oelman, Esq.
D. Levy
T. Levenberg
Mr. Andrew L. Schroeder
MarkWest Energy Partners, L.P.
June 15, 2006
page 3