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                             September 19, 2022

       Bob R. Simpson
       Chief Executive Officer
       MorningStar Partners, L.P.
       400 West 7th Street
       Fort Worth, Texas 76102

                                                        Re: MorningStar
Partners, L.P.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted September
1, 2022
                                                            CIK 0001559432

       Dear Mr. Simpson:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       August 10, 2022 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your revised
disclosure in response to prior comment 2 that you believe the low
                                                        decline nature of your
reserves and the relatively low cost to maintain production
                                                        combined with your zero
to low leverage profile will allow you to distribute a "substantial
                                                        portion" of your cash
flow from operations each quarter to your unitholders. We also note
                                                        your revised disclosure
on page 136 that your primary business objective is to distribute a
                                                        substantial portion of
your cash flow from operations to your unitholders each quarter and,
                                                        over time, to increase
your quarterly cash distributions. Please revise your disclosure to
 Bob R. Simpson
FirstName LastNameBob
MorningStar Partners, L.P.R. Simpson
Comapany 19,
September NameMorningStar
              2022            Partners, L.P.
September
Page 2    19, 2022 Page 2
FirstName LastName
         explain how you define    substantial portion    of your cash flow
from operations each
         quarter, and how this relates to your cash distribution policy
described on page 79.
2.       We have read the three proved reserve reports filed with Amendment No.
1 as
         Exhibit 99.1 (SEC prices, as of December 31, 2021), Exhibit 99.2 (SEC
prices, as of July
         31, 2022) and Exhibit 99.3 (NYMEX strip prices, as of August 1, 2022).
We also note
         your updated SEC and NYMEX proved reserves and the related estimates
of PV-10 are
         disclosed throughout your filing as of August 1, 2022. Please note SEC
reserve
         evaluations, based on historical average prices and costs, provide an
estimate of reserves
         using an effective date "as of the end of a time period," e.g. as of
July 31, 2021. The
         optional disclosure of NYMEX reserve evaluations, based on forecasted
future prices and
         costs, may provide an estimate of reserves using an effective date "as
of the beginning of a
         time period," e.g. as of August 1, 2022. Please revise your proved
reserves disclosures
         throughout your filing to conform with these "as of" dates. Refer to
the disclosure
         requirements in Item 1202(a) of Regulation S-K.
Risks Inherent in an Investment in Us
Our partnership agreement will designate the Court of Chancery of the State of
Delaware as the
exclusive forum for certain types of actions, page 65

3.       We note your revised disclosure in response to prior comment 11.
Please revise to
         disclose whether the waiver of jury trial provision applies to federal
securities law claims.
         If the provision applies to federal securities laws claims, please
also clearly state that
         investors cannot waive compliance with the federal securities laws and
rules and
         regulations promulgated thereunder.
Business and Properties
Oil, Natural Gas and NGL Data
Proved Undeveloped Reserves (PUDs), page 139

4.       We have read your responses to prior comments 17 and 18, but note your
revised five-
         year PUD development plan through 2026 on page 140 appears to relate
to converting
         only 16.3 MMBoe of the total 23.3 MMBoe of proved undeveloped reserves
as of
         December 31, 2021. Please expand your disclosure to explain why you
include additional
         proved undeveloped reserves for locations not included in your
five-year PUD
         development plan or revise your disclosure to resolve this apparent
inconsistency. Refer
         to Item 1203(d) of Regulation S-K, Rule 4-10(a)(31)(ii) of Regulation
S-X, and question
         131.03 in our Compliance and Disclosure Interpretations (C&DIs)
regarding Oil and Gas
         Rules for further clarification or guidance.
Drilling Results, page 144

5.       We have read your response to prior comment 19, but note the table on
page 145 relating
         to the activities in progress at December 31, 2021 shows there were no
wells in the
         process of drilling, awaiting or undergoing completion. This appears
to be inconsistent
 Bob R. Simpson
FirstName LastNameBob
MorningStar Partners, L.P.R. Simpson
Comapany 19,
September NameMorningStar
              2022            Partners, L.P.
September
Page 3    19, 2022 Page 3
FirstName LastName
         with the disclosure on page F-20 of proved property balances that
include costs of $2.4
         million at December 31, 2021 related to wells in the process of
drilling. Please revise
         your disclosure as necessary to resolve this apparent inconsistency or
tell us why a
         revision is not needed.
Executive Compensation and Other Information, page 170

6.       We note the disclosure in your Summary Compensation Table regarding a
stock award in
         the year ended December 31, 2021. Please provide the disclosure
required by Instruction
         1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such award.
Exhibits

7.       The reserve reports filed as Exhibits 99.1, 99.2 and 99.3 refer to
additional supplemental
         information, e.g. Operating Expense (column 22) in the attached
tables, an Appendix with
         reserve criteria of the SEC and the methods employed in estimating
reserves, a Table of
         Contents and various Tables I and II, not included with the reports.
Please obtain and file
         revised reports to include the referenced supplemental information.
Alternatively, remove
         these references if you do not intend to include this supplemental
information.
8.       We note disclosure in Exhibit 99.3 indicating that the estimates of
reserves and future net
         revenue based on forward strip pricing were prepared in accordance
with the definitions
         and guidelines set forth in the June 2018 Petroleum Resources
Management System
         (PRMS) approved by the Society of Petroleum Engineers (SPE). Please
note Item
         1202(b) of Regulation S-K permits the optional presentation of the
sensitivity of reserves
         to different pricing and cost criteria. However, the underlying
reserve volumes, excluding
         the changes to prices and costs, must still comply with the
definitions in Rule 4-10(a) of
         Regulation S-X for purposes of disclosure under Subpart 229.1200,
including disclosure
         under Item 1202(b) of Regulation S-K.

         To the extent that the estimates do not meet these requirements,
please obtain and file a
         revised reserve report and revise the disclosure throughout your
filing accordingly.
         Alternatively, revise the disclosure in the reserves report filed
Exhibit 99.3 to remove all
         references to definitions and requirement other than those as
identified under Item 1201(c)
         of Regulation S-K which specifies that the definitions in Rule 4-10(a)
of Regulation S-X
         shall apply for purposes of disclosure under Subpart 229.1200.
9.       Please expand the disclosure in Exhibit 99.3 to clarify, if true, that
the price sensitivity
         analysis kept all factors, including production forecasts, operating
and development costs
         and the timing for drilling new wells, the same as those used in
Exhibit 99.2, the reserve
         evaluation based on SEC pricing, and the only change relates to the
product prices. Refer
         to Item 1202(b) of Regulation S-K.
10.      The disclosure in Exhibit 99.3 under the section    General Discussion
   includes the
         statement that this letter is for the use of MorningStar Partners L.P.
and should not be
         used, circulated, or quoted for any other purpose without the express
written consent of
 Bob R. Simpson
MorningStar Partners, L.P.
September 19, 2022
Page 4
      Cawley, Gillespie & Associates, Inc. or except as required by law.

      Since the referenced report is included in, and required as part of, a
filing made with the
      United States Securities and Exchange Commission pursuant to Item
1202(a)(8) of
      Regulation S-K, please obtain and file a revised reserves report to
remove language that
      limits the distribution of the report to an exclusive audience.
Furthermore, the revised
      reserve report should state the purpose for which the report was
prepared, e.g. for
      inclusion as an exhibit in a filing made with the Securities and Exchange
Commission to
      comply with Item 1202(a)(8)(i) of Regulation S-K.
       You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily
Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the
financial
statements and related matters. You may contact John Hodgin, Petroleum
Engineer, at 202-551-
3699 or Sandra Wall, Petroleum Engineer, at 202-551-4727 with questions about
engineering
comments. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-
6548 or Laura
Nicholson, Special Counsel, at 202-551-3584 with any other questions.



                                                            Sincerely,
FirstName LastNameBob R. Simpson
                                                            Division of
Corporation Finance
Comapany NameMorningStar Partners, L.P.
                                                            Office of Energy &
Transportation
September 19, 2022 Page 4
cc:       Mollie Duckworth, Esq.
FirstName LastName