Inergy, L.P.
Two Brush Creek Boulevard, Suite 200
Kansas City, Missouri 64112
August 20, 2009
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549-3561
Attention: Mr. John Fieldsend
Re: | Inergy, L.P. (the Registrant) |
Request for Acceleration of Effectiveness
Registration Statement on Form S-3 (File No. 333-131742) (the Registration Statement)
Ladies and Gentlemen:
Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, the Registrant hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated so that the Registration Statement will become effective on Monday, August 24, 2009, at 1:00 p.m. Eastern Time, or as soon thereafter as practicable.
The Registrant hereby acknowledges that the disclosure in the Registration Statement is the responsibility of the Registrant. The Registrant hereby further acknowledges that:
| should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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 federal securities laws of the United States. |
Please call Gillian A. Hobson of Vinson & Elkins L.L.P., the Registrants outside legal counsel, at 713.758.3747 with any questions regarding this request for acceleration.
Sincerely, | ||
INERGY, L.P. | ||
By: | Inergy GP, LLC, | |
its Managing General Partner | ||
By: | /s/ R. Brooks Sherman, Jr. | |
Name: | R. Brooks Sherman, Jr. | |
Title: | Executive Vice President and Chief Financial Officer |
cc: | Gillian A. Hobson, Esq. |
Vinson & Elkins L.L.P.
Via Facsimile
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