QEP MIDSTREAM PARTNERS, LP
1050 17th Street, Suite 500
Denver, Colorado 80265
August 6, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
| Attn: | Mara L. Ransom |
| Division of Corporation Finance |
| Re: | QEP Midstream Partners, LP |
| Registration Statement on Form S-1 |
| File No. 333-188487 |
Dear Ms. Ransom:
On behalf of QEP Midstream Partners, LP (the “Partnership”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m., Washington, D.C. time, on August 8, 2013, or as soon as practicable thereafter.
The Partnership hereby acknowledges that:
| • | should the Securities and Exchange Commission (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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Partnership 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 federal securities laws of the United States. |
| Very Truly Yours, | ||
| QEP MIDSTREAM PARTNERS, LP | ||
| By: | QEP Midstream Partners GP, LLC, its general partner | |
| By: | /s/ Richard J. Doleshek | |
| Richard J. Doleshek Executive Vice President and Chief Financial Officer | ||
| Cc: | Jacqueline Kaufman, Securities and Exchange Commission |
| Sondra Snyder, Securities and Exchange Commission |
| Jennifer Thompson, Securities and Exchange Commission |
| Sean T. Wheeler, Latham & Watkins LLP |
| Jeffery K. Malonson, Vinson & Elkins LLP |
| Douglas E. McWilliams, Vinson & Elkins LLP |