September 26, 2006


Via Facsimile at (212) 378-2332 and U.S. Mail

John Schuster, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005

      RE:	Energy Partners, LTD
		Schedule 14D-9, as amended
      	Filed September 14, 2006
      	File no. 5-60717

Dear Mr. Schuster:

We have the following comments on the filings listed above.
Schedule 14D-9 filed September 14, 2006

1. We note the attached opinions of financial advisors.
Notwithstanding the absence of a specific item requirement in the
Schedule 14D-9 compelling disclosure under Item 1015 of Regulation
M-
A, advise us what consideration was given to attaching any written
analyses or presentation materials used by your advisors in
issuing
their opinion to the board and summarizing those presentations in
your disclosure.  Refer to Item 1011(b) of Regulation M-A.

Reasons for Rejection, page 8

2. The disclosure indicates that the board, in determining whether
or
not to recommend the offer, considered a list of factors.  Item
1012(b) of Regulation M-A, however, specifically requires that
reasons be cited to explain why the board is making a favorable
recommendation.  Please revise throughout this section to clarify
the
enumerated factors are in fact reasons, not simply factors, in
support of the board`s decision to not recommend the offer to
security holders.  In addition, please revise to clarify you are
discussing all material reasons.

3. Please expand the first bullet point to explain in greater
detail
why in the board`s opinion the company on a stand alone basis or
on a
combined basis offers greater value.

Closing Comments

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  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 responsible for the adequacy and accuracy of the
disclosure in the filings;

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

As appropriate, please revise your Schedule 14D-9 in response to
these comments.  You may wish to provide us with marked copies of
the
amendment(s), if required, to expedite our review.  Please furnish
a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.

Please file your response letter on EDGAR.  Please understand that
we
may have additional comments after reviewing your amendment and
responses to our comments.  If the information
you provide in response to our comments materially changes the
information that you have already provided to security holders,
disseminate the revised materials in a manner reasonably
calculated
to inform them of the new information.

If you have questions or concerns, please do not hesitate to
contact
me at (202) 551-3345.

							Very truly yours,


							Michael Pressman
							Special Counsel
							Office of Mergers &
Acquisitions

September 26, 2006
Page 2




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

         DIVISION OF
CORPORATION FINANCE