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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      July 31, 2006

Mr. Michael E. Mercer
Chief Financial Officer
EV Energy Partners, L.P.
1001 Fannin Street, Suite 900
Houston, Texas 77002


      Re:	EV Energy Partners, L.P.
		Amendment No. 1 to Registration Statement on Form S-1
      Filed July 14, 2006
		File No. 333-134139

Dear Mr. Mercer:

      We have reviewed your response letter dated July 14, 2006,
the
amended filing, and we 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Cover Page

1. Include a new bullet point that makes clear you would have had
shortfalls as of the most recent fiscal year and the twelve months
ended March 31, 2006.




Risk Factors, page 24

If we distribute cash from capital surplus to our unitholders,
they
may be..., page 40

2. Please revise the subheading to disclose the risk associated
with
the facts described.  Rather than state that the facts described
can
adversely affect the company, disclose how they can adversely
affect
the company.

Use of Proceeds, page 44

3. We note that if the offering price exceeds $20 per share, the
additional proceeds will be distributed to EnerVest, CGAS and the
EndCap partnerships.  Please discuss the reasons for distributing
the
excess to those entities rather than allocating it for your
business
operations.

Our Cash Distribution Policy and Restriction on Distributions,
page
57

4. Please reference the changes in Texas law noted on page 41.
Discuss the impact of such change on your forecasted
distributions.

Forecasted Cash Available for Distribution for the Twelve Months
Ending June 30, 2007, page 68
5. In response to prior comment 23, you explain that you have
complied with the comment by beginning the table of forecasted
cash
available for distribution with the GAAP measure of Net Income.
As
the table is presenting the amount of cash available for
distribution, it seems more appropriate to begin the
reconciliation
with a GAAP amount that is more representative of cash received.
As
such, please revise the table to begin with Net Cash from
Operating
Activities, as previously requested, or tell us why you believe it
is
more appropriate to begin the table with Net Income.  Please
ensure
you make corresponding changes to the pro forma historical tables
on
page 71.
Financial Statements - Unaudited Pro Forma Combined, page F-2
6. In response to prior comment 47, you explain that you believe
it
is appropriate to eliminate the management and other
administrative
fees in the pro forma financial statements because such costs were
pursuant to agreements with your predecessors which will be
terminated, and these agreements will be replaced by the Omnibus
Agreement between yourself and Enervest.

In the discussion of the Omnibus Agreement on page 121 you state
that
you will pay a monthly fee of $90,000 for "...general and
administrative and all other services with respect to [your]
existing
business and operations."  It is not clear if this agreement also
includes the costs you will incur under the contract operating
agreement you will enter into with Enervest Operating.  If so, it
would seem you would need to allocate a portion of the cost under
the
Omnibus Agreement to lease operating expenses.  If it does not
include such costs, please tell us why you believe it is
appropriate
to reduce the lease operating expenses of your predecessor for
similar costs you will incur under the contract operating
agreement
with Enervest Operating.  If you believe you will incur less lease
operating expenses than your predecessors for the same properties,
please disclose the reasons that you believe this to be the case.
Please ensure that adjustments presented within the table are
directly attributable to the specific transactions, factually
supportable, and expected to have a continuing impact.  Any
historical charges that you believe impact results in a manner
that
is not indicative of the future should ordinarily be identified in
narrative disclosure in the pro forma area, rather than adjusted
in
the tabular presentation.

Engineering Comments

Summary ProForma Reserve and Operating Data, page 21
7. In our prior comment 56(e), we asked that you compare the 2006
projected production costs in your reserve report to the 2005
historical figures.  Your response indicates that both your 2005
Annualized Expenses and Reserve Report 2006 Expenses are about
$3.8
million.  These figures do not agree with the 2005 Pro Forma lease
operating expenses on page 73, $4,354 thousand.  Please reconcile
this difference to us and amend your document if it is
appropriate.

EV Energy Parterns, L.P.,Pro Forma and Forecasted Results of
Operations, page 62

Significant Forecast Assumptions, page 66

8. Footnote 1 states "Our 2005 reserve report includes estimated
aggregate production for the twelve months ending June 30, 2007 of
608 MMcfe from 22 wells we plan to drill on our Appalachian
properties prior to June 30, 2007, which are classified as proved
undeveloped in our 2005 reserve report."  Our inspection of "Table
I
- - PUD" in your reserve report indicate net production of 510 MMCFE
from proved undeveloped properties for the 24 months ending 12-31-
2007.  Please reconcile this difference to us and amend your
document
if it is appropriate.

* * * * *

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 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 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
statement, 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
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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 statement.
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 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.

      You may contact Mark Wojciechowski at (202) 551-3759 or Karl
Hiller, Accounting Branch Chief at (202) 551-3686 if you have
questions regarding comments on the financial statements and
related
matters.  Direct your questions relating to the engineering
comments
to Ronald Winfrey, Petroleum Engineer, at (202) 551- 3703.  Please
contact Carmen Moncada-Terry at (202) 551-3687 or, in her absence,
the undersigned, at (202) 551-3740 with any other questions.

      					Sincerely,


      					H. Roger Schwall
      Assistant Director
cc: 	VIA FACSIMILE
	George G. Young III
      Haynes and Boone LLP
      713-236-5699
Mr. Michael E. Mercer
EV Energy Partners, L.P.
July 31, 2006
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