Crestwood Midstream Partners LP
717 Texas Avenue, Suite 3150
Houston, Texas 77024
(832) 519-2200
April 26, 2011
Via EDGAR
Mr. Scott Anderegg
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-7010
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Re: |
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Crestwood Midstream Partners LP
Registration Statement on Form S-3, as amended
File No. 333-171735 |
Dear Mr. Anderegg:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Crestwood
Midstream Partners LP (the Registrant) hereby requests acceleration of effectiveness of its
Registration Statement on Form S-3, as amended (File No. 333-171735), to April 28, 2011 at 12:00
p.m. Eastern Time, or as soon as possible thereafter. The
Registrants previous request for acceleration of effectiveness
dated April 26, 2011 is hereby withdrawn and replaced in its
entirety by this request for acceleration of effectiveness.
In connection with the foregoing request for acceleration of effectiveness, the Registrant
hereby acknowledges the following:
Should the Securities and Exchange Commission (the Commission) or staff,
acting pursuant to delegated authority, declare the filing effective, this
does not foreclose the Commission from taking any action with respect to the
filing, and the Registrant 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 securities
laws of the United States. The action of the Commission or staff, acting
pursuant to delegated authority, in declaring the filing effective, does not
relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the filing.
Please contact Michelle Earley of Locke Lord Bissell & Liddell LLP at (512) 305-4818 with any
questions you may have concerning this request. In addition, please notify Ms. Earley when this
request for acceleration has been granted.
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Very truly yours,
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/s/ Bill Manias
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William G. Manias
Senior Vice President -
Chief Financial Officer
Crestwood Midstream Partners LP
By Crestwood Gas Services GP LLC, its general partner |
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