MAIL STOP 3561


      	May 1, 2006

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

      Re:	HD Partners Acquisition Corporation
      Amendment No 4 to Registration Statement on Form S-1
   File No. 333-130531
		Amendment filed on April 20, 2006

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.

Risk Factors, page 12
1. We reissue prior comment four of our letter dated February 22,
2006.  Please revise risk factor five to specifically state the
number of companies that have filed registration statements but
are
still in the registration process.
2. Please revise risk factor 13 to specifically name the members
of
management affiliated with each entity.
3. We note the statement that if any of these companies determine
to
sell assets, spin-off a business division or otherwise divest
business interests then you may pursue such opportunities.  Please
explain whether the company, the officers or directors are aware
of
any proposals or plans to sell assets, spin-off business division
or
otherwise divest any business interests from these affiliated
entities.  Please explain when you will consider entering into a
business combination.  Will you consider affiliated entities
immediately after the initial public offering is completed, or
will
this only be after you have searched non-affiliated businesses?
Discuss the consideration that has been given to this affiliated
company as a possible business combination.  Have there been any
preliminary discussions or indications of interest with an
affiliated
entity?  Discuss in substantially greater detail later in the
prospectus, the conflicts of interest that may result from this
possible acquisition.  We may have further comment.
4. Risk factor 20 is currently too detailed for the risk factors
section.  Each risk factor should be limited to a maximum of two
short paragraphs.  Please revise to briefly discuss the risk and
relocate detailed disclosure to later in the prospectus.

MD&A, page 34
5. Please specifically name the officers and directors that have
agreed to provide the funding pursuant to the line of credit.
Also,
file a validly executed line of credit.

Proposed Business, page 36
6. Please include your supplemental response to prior comment
eight
of our letter dated February 22, 2006 in this section.

Principal Stockholders, page 55
7. We note reference to Rule 462(b) of Regulation C.  Prior to
going
effective, supplementally confirm that you have no intention of
increasing the offering size.

Warrants, page 61
8. We note that the company is selling warrants to its insiders in
a
private placement at a price of $1.00 per warrant
contemporaneously
to the effectiveness of the Form S-1.  Please discuss how the
company
determined that the value of the warrant was $1.00 and discuss any
potential conflicts inherent in this sale.

Note 2 - Proposed Public Offering, page F-8
9. Your estimate of volatility "is based on the 25 smallest
media/communications companies in the Russell 2000 Index."  Please
clarify whether the volatility of 28.6% was calculated using the
average volatility of the similar public entities, as discussed in
paragraph A22 of SFAS 123R, or whether the sum of the stock prices
of
the representative companies was used to create an index to
calculate
volatility.  If this is the case, please explain your basis for
the
use of a calculated index in your fair value measurement, rather
than
basing expectations about future volatility on the average
volatilities of the representative companies.

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.

	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:	Stuart Neuhauser
	Fax: (212) 370-7889




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