August 29, 2005

Mail Stop 4561

Via U.S. Mail and Fax (212) 603-4981
Mr. George N. Tietjen III
Chief Financial Officer and Treasurer
SB Partners
1251 Avenue of the Americas
New York, NY 10020


	RE:	SB Partners
      Form 10-K for the fiscal year ended December 31, 2004
		Filed April 13, 2005
		Form 10-Q for the quarterly period ended March 31, 2004
		File No. 0-08952

Dear Mr. Tietjen:

      We have reviewed your response letter dated August 12, 2005
and
have the following additional comment.  In our comment, we ask you
to
provide us with information so we may better understand your
disclosure.  After reviewing this information, we may 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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Note 5 Investment in Joint Venture, page 36
1. Your response to prior comment 2 asserts that the criterion of
paragraph 5c(ii) of FIN 46(R) is not met because you own only 75%
of
the joint venture.  However, the term "substantially all of the
entities activities" does not relate to ownership percentage.
Please
provide us with a detailed analysis of the activities of the joint
venture and explain to us how each activity either is or is not on
your behalf.  Also, tell us whether your interest in the
partnership
is as a limited partner or as a general partner.

      Please respond to the comments included in this letter
within
ten business days.  If you have any questions, you may contact
William Demarest at (202) 551-3432 or me at (202) 551-3486.



Sincerely,



Daniel L. Gordon
Branch Chief


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Mr. George N. Tietjen III
SB Partners
August 29, 2005
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