MAIL STOP 3561


      	January 18, 2006

Mr. Bruce Lederman
2601 Ocean Park Blvd. Suite 320
Santa Monica, CA 90405

      Re:	HD Partners Acquisition Corporation
      Registration Statement on Form S-1
   File No. 333-130531
		Filed December 20, 2005

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
1. Prior to the effectiveness of the company`s registration
statement,
please inform us as to whether or not the amount of compensation
allowable or payable to the Underwriters has received clearance by
the
NASD.
2. Please expand your discussion of how you determined the public
offering price, which you address on page 60.  In this regard,
please
tell us the factors you considered in determining to value this
offering at $60,000,000.  What factors did you consider when
determining that you might need $54,400,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  Discuss the specific factors and motivations behind
the
valuation.  Please note in particular that we are not seeking
simply
whether or not you have "a specific business combination under
consideration" but are looking more to the type, nature and
results to
date of any and all diligence, evaluations, discussions (formal or
informal), negotiations and/or other similar activities
undertaken,
whether directly by the company, an affiliate thereof, or an
unrelated
third party, with respect to a business combination transaction
involving the company.  This includes the time period before the
company`s corporate existence was established and encompasses any
and
all evaluations and/or discussions that may have taken place prior
to
the involvement of the principals with the formal entity of HD
Partners Acquisition Corporation. Given management`s extensive and
high-level experience in the media, entertainment and
telecommunications industries as senior executives, business
consultants and/or entrepreneurs, the precise nature of their
knowledge about their ability to effect a combination with a
company
whose fair market value is equal to at least 80% of the company`s
net
assets may be material information for which appropriate
disclosure is
required.  We may have further comment.
3. We note the disclosure throughout your registration statement
that
you would be required to convert to cash up to approximately
19.99% of
the common stock sold in this offering.  Please clarify whether
the
company may structure or consummate a business combination in
which
less than 19.99% of the IPO shareholders will be able to convert
for
the business combination still go forward.
4. Several of your risk factor disclosures appear duplicative and
repeat information disclosed in other risk factors.  Please revise
your discussion to eliminate unnecessarily repetitive disclosures.

Prospectus Summary, page 1
5. We note the references to the contacts and relationships of
management.  Clarify whether there have been any communications or
discussions with potential contacts or relationships regarding a
potential business combination.

6. Toward the top of page 5 you state that "[t]hese expenses may
be
paid prior to a business combination only from the next proceeds
of
this offering not held in the trust account".  Please clarify the
reference to these expenses.
Risk Factors, page 9
7. In the last sentence of the first risk factor, please delete
the
statement in parentheses regarding interest income from the
proceeds
of your offering, as any interest income would be classified as
non-
operating income rather than revenue.
8. Disclose in risk factor two the estimated amount that investors
would receive upon liquidation of the company.
9. Given management`s extensive experience with DIRECTV, Inc., and
current ties to companies such as SanDisk Corp., and XM Satellite
Radio Holdings Inc., it appears likely that a potential target may
be
a competitor and, as a result, wary of entering into an agreement
with, or allowing due diligence by, your management.  Please
advise us
whether management considers this to be a risk, and if so, please
add
a risk factor.
10. There appears to be an inconsistency in risk factor five with
respect to the number of companies that have filed a definitive
agreement - in one location you state that seven have done so, and
in
another you state that six have done so.  Please revise your
disclosure accordingly, and ensure that this risk factor contains
updated disclosure in any subsequent amendment.  Furthermore,
please
add disclosure regarding the approximate number of companies that
are
still in the registration process.
11. It appears that management may obtain employment or consulting
agreements at the same time as the business combination.  Discuss
the
potential compensation of members of management that may occur
following a business combination.  State how this will be
determined
and whether this will be a term of the business combination
agreement.
This should be discussed in greater detail.  Add disclosure in the
business section and in the conflicts of interest section.
12. Please revise risk factor 14 to discuss in greater detail,
both in
the subheading and the narrative, the risk to the company and to
investors.
13. We note the disclosure that you may seek a business
combination
with an entity that is affiliated with existing stockholders.
Please
name any affiliated companies that may be considered in seeking a
business combination.  Disclose those circumstances that may
result in
the company seeking a business combination with an affiliated
entity.
We may have further comment.



14. We note that several of the risk factors deal with finding a
business target outside the United States.  If this is a criteria
that
management will focus on then please clearly disclose throughout
the
prospectus.

Use of Proceeds, page 24
15. We note your disclosure in footnote 1 on page 25 that the net
proceeds not held in trust will be used to repay loans made by
officers and directors.  However, the footnote reference in this
regard is confusing.  Please disclose the amount of any of the
funds
borrowed from your officers and directors that were used to pay
any
portion of your total offering expenses, as these expenses appear
to
reduce the amounts otherwise available to the trust account.  If
the
loans are to be repaid from net proceeds not held in trust please
identify the line items associated with the repayment.  In
addition,
please update this disclosure to include the dollar amount of the
initial loan, and the amount of expenses that have been prepaid
with
the loan proceeds.

Proposed Business, page 33
16. The majority of your discussion in the second full paragraph
under
this heading consists of restating management`s biography.  Please
relocate this discussion to the "management" heading or,
alternatively, explain its relevance here.  We also note that the
summary repeats the first two paragraphs of the business section.
Please avoid repetition and revise the summary accordingly.
17. We note your statement on page 35 and elsewhere that "[y]our
management believes, based on its prior business experience, that
there are numerous acquisition candidates".  Please expand your
discussion to quantify "numerous" and otherwise support this
statement
that there are numerous targets.  Also, please explain whether
management has made any investigations into the industry and/or
businesses within the industry.  State whether the company has set
any
criteria that will be used to find a target business within this
industry.

18. On page 35 you disclose that management "believe[s] that the
various relationships they have developed over their careers ...
will
generate a number of potential target businesses that will warrant
further investigation."  In light of the lack of business steps
taken
by management in furtherance of a business combination, at this
time
this statement appears speculative in nature and should be
removed.




19. We note the statement that you may seek to consummate a
business
combination with a company that is financially unstable or in its
early stages of development or growth, including entities without
established records of sales or earnings.  Please explain how
these
companies would meet the requirement that the target business have
a
fair market value of at least 80% of net assets.  We may have
further
comment.
20. Please clarify if true, that you have had no contacts to date
with
any unaffiliated sources regarding potential target business
candidates.
21. Clarify, if true, that management has not undertaken any
affirmative efforts to locate a target business.
22. In the first paragraph under the heading "Selection of a
Target
Business ..." you note that management will have virtually
unrestricted flexibility to select a target business subject to
the
requirement that the business combination is with an entity with a
market value of at least 80% of your net assets.  Please clarify
whether management is further restricted to a particular industry
focus.  In this respect we note disclosures elsewhere in the
document
which indicate that you "may seek to effect business combinations
with
more than one target business in the media, entertainment or
telecommunications industries".

Management, page 45
23. Disclose Mr. Meyer`s business activities from 2004 to the
present
and Mr. Cox`s business activities from March 2005 to the present.
24. We note your disclosure on page 47 that you management is
currently under certain non-compete and confidentiality agreements
with their former employers.  Please expand this discussion to
address
each member of management individually, including the name of the
former employer, the industries in which they are prohibited from
competing, and time period covered by the agreement.  In addition,
please disclose whether the company plans to indemnify, or
otherwise
defend, any executive against a suit alleging breach of contract
by
their former employer.  Finally, please clarify what you mean by
the
statement "the agreements also restrict ... from any activity
which is
competitive with their former employer where it is reasonably
likely
that any of these individuals would disclose or utilize any such
confidential information".  Do you mean to imply that the
agreements
only restrict management from competing in industries if it is
also
reasonably likely that they would use confidential information -
or,
is there a blanket non-compete rule for certain industries with a
separate prohibition against the use of confidential information.


Conflicts of Interest, page 48
25. Please clarify the meaning of the statement on page 49 that
"[management] may not present opportunities to us that otherwise
may
be attractive to us unless any other entity to which they owe such
a
fiduciary obligation and any successors to such entities have
declined
to accept such opportunities."  In addition, please advise us,
with
examples if appropriate, how your director`s fiduciary obligations
to
your company are prioritized vis-a-vis other companies.  In this
respect we note that the paragraph beginning "[t]o minimize
potential
conflicts of interest" on page 49 is unclear.

Certain Relationships and Related Transactions, page 52
26. We note your disclosure on page 52 that your officers have
agreed
to make open market purchases of your warrants under certain
conditions.  Please file a copy of these agreements.  Please
advise us
whether this agreement is intended to meet the requirements for a
Rule
10b5-1(c) plan.  In this regard we note the company`s disclosure
on
page 51 that the "purchases have been irrevocably ordered by
[y]our
current shareholders and will be made by Morgan Joseph & Co. ..."
Please disclose the factors that Morgan Joseph & Co, will consider
in
determining the timing and amount of warrant purchases.  We may
have
further comment.
27. We note your disclosure on page 53 that there is no limit on
the
amount of out of pocket expenses that will be reimbursed by you to
your executive officers.  Please include a statement clarifying
whether this statement also applies to proceeds held in trust for
the
purchasers.
28. Please clarify the statement on page 53 that "[y]our existing
stockholders will not receive reimbursement for any out-of-pocket
expenses incurred by them to the extent that such expenses exceed
the
amount in the trust ..."

Underwriting, page 59
29. We note your disclosure on page 61, that the NASD has deemed
the
underwriter`s purchase option to be compensation; however, the
company
does not appear to include any value attributable to the option as
a
"discount" or "offering expense" in any related table.  On page 32
you
indicate that the option will be accounted for as a cost
attributable
to the proposed offering.  Please clarify your disclosure and
explain
the impact of the option sale to the investor.  See Item 508(e) of
Regulation S-B.
30. Tell us whether the representative or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares and describe their procedures to us
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously described to and cleared by the
Office of Chief Counsel.
31. Tell us whether you or the underwriters have any arrangements
with
a third party to host or access your preliminary prospectus on the
Internet.  If so, identify the party and the website, describe the
material terms of your agreement, and provide us with a copy of
any
written agreement.  Provide us also with copies of all information
concerning your company or prospectus that has appeared on their
website.  Again, if you subsequently enter into any such
arrangements,
promptly supplement your response.
32. If the company or the underwriters intend to engage a directed
share program in conjunction with this offering, please describe
to us
the mechanics of how and when these shares were or will be offered
and
sold to investors in the directed share program for this offering.
For example, tell us how the prospective recipients and number of
reserved shares is determined.  Tell us how and when the company
and
underwriter notified or will notify the directed share investors,
including the types of communications used.  Discuss the
procedures
these investors must follow in order to purchase the offered
securities, including how and when any communications are sent or
received or funds are received by the underwriters or you.  How do
the
procedures for the directed share program differ from the
procedures
for the general offering to the public?  Provide us with copies of
all
written communications with prospective purchasers about the
directed
share program.

Financial Statements, page F-1
33. Please note the updating requirements for the financial
statements
and related disclosures pursuant to Rule 3-12 of Regulation S-X.












Note 2 - Proposed Public Offering, page F-8

34. Please expand Note C to disclose any net settlement
provisions.
Also, revise to clarify the expected timing of the issuance of the
UPO
and tell us whether the options will be issued regardless of the
status of the registration statement.
35. In determining the fair value of the options, we note that you
use
an expected life of four years.  Please tell us why this is
appropriate when the options expire five years from the date of
the
prospectus.
36. Please provide us with information on the S&P Supercomposite
Media
Index, including the names and market capitalizations of the 32
companies.  If the companies in the index have market caps that
are
dissimilar to the expected market capitalization of your company,
explain why the volatility of this index is considered a
reasonable
estimate of your volatility.

Part II

Item 13
37. Please advise us of the basis for excluding the $3,500 initial
fee
payable to American Stock Transfer & Trust for acting as an escrow
agent from your tabular presentation of Other Expenses of Issuance
and
Distribution.

Exhibit 23
38. Provide a current consent of the independent accountant in any
amendment.

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 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
for
an informed 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 this action as 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.

	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:	Jody Samuels
	Fax: (212) 370-7889




Mr. Bruce Lederman
HD Partners Acquisition Corp.
January 18, 2006
p. 1