Mail Stop 4561
	 								April 27, 2006

VIA U.S. MAIL AND FAX (502) 357-9029

Ms. Debra A Cafaro
President and Chief Executive Officer
ElderTrust
10350 Ormsby Park Place, Suite 300
Louisville, KY 40223

      Re:	ElderTrust Operating Limited Partnership
      	Form 10-K for the year ended December 31, 2005
      	Filed April 6, 2006
      File No. 333-89312-02

Dear Ms. Cafaro:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Please be as detailed as necessary in
your explanations.  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.

Form 10-K for the year ended December 31, 2005

Note 5 - Discontinued Operations, page 37

1. Please tell us and disclose your accounting policy for
recognizing
gains on the sale of assets in accordance with SFAS 66 in future
filings.  Additionally, please tell us how the gain recognized on
the
sale of assets during 2005 met the criteria for gain recognition
under SFAS 66.

Note 8 - Concentration of Credit Risk, page 39

2. We note from page 6 of your filing that approximately 35.2% of
your properties, based on their original cost, were operated by
Benchmark Assisted Living, LLC.  Full financial statements of the
lessee for the periods specified in Rules 3-01 and 3-02 of
Regulation
S-X are required if the aggregate cost of the leased properties
exceeds 20% of total assets at the latest year end audited balance
sheet.  Please revise to include audited financial statements of
the
significant lessee.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response 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
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
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is 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 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.

      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.

      If you have any questions, you may contact Eric McPhee at
(202)
551-3693 or me at (202) 551-3486.

Sincerely,



Daniel L. Gordon
Branch Chief


Ms. Debra A Cafaro
ElderTrust
April 27, 2006
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