REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Republic of the Marshall Islands		4412		N/A
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification No.)

85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30 210 459 5000
(Address and telephone number of Registrant’s principal executive offices)

Trust Company of the Marshall Islands, Inc.
Trust Company Complex, Ajeltake Island
P.O. Box 1405
Majuro, Marshall Islands MH96960
(011) +30 210 429 3223
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Kenneth R. Koch, Esq.
Todd E. Mason, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
The Chrysler Center
666 Third Avenue
New York, New York 10017
(212) 935-3000 (telephone number)
(212) 983-3115 (facsimile number)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

     If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o  

     If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-157000

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment pursuant to General Instruction I.C. or a post-effective amendment filed pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Proposed Maximum

Proposed Maximum

Amount to be

Aggregate Offering

Aggregate

Amount of

Title of Each Class of Securities to be Registered(1)

Registered(1)

Price Per Unit(1)

Offering Price(1)

Registration Fee(2)

Common units representing limited partnership interests

Debt Securities

Total

$19,000,000

$

2,217.51

     This registration statement will become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

 

 

EXPLANATORY NOTE

     This registration statement is being filed with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV.A. to Form F-3.

     This registration statement relates to the shelf registration statement on Form F-3 (Registration No. 333-157000) of Navios Maritime Partners L.P. (the “Company”), filed with the Commission on January 28, 2009, as amended, and declared effective by the Commission on February 6, 2009 (the “Prior Registration Statement”), and is being filed for the purpose of increasing the dollar amount of the Company’s common units and debt securities, registered under the Prior Registration Statement by $19,000,000. The information set forth in the Prior Registration Statement, including the exhibits thereto and each of the documents incorporated by reference therein, is incorporated by reference herein.

     The required opinions and consents are listed on the exhibit index attached hereto and filed herewith.

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Piraeus, Country of Greece on the 7^th day of April, 2011.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Angeliki Frangou   Angeliki Frangou		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)		April 7, 2011
/s/ Efstratios Desypris   Efstratios Desypris		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		April 7, 2011
*   George Achniotis		Director		April 7, 2011

Signature		Title		Date
*   Shunji Sasada		Director		April 7, 2011
/s/ Serafeim Kriempardis   Serafeim Kriempardis		Director		April 7, 2011
/s/ Michael Sarris   Michael Sarris		Director		April 7, 2011
*   Robert Pierot		Director		April 7, 2011
*   John Karakadas		Director		April 7, 2011

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

     Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative of Navios Maritime Partners L.P. in the United States, has signed the Registration Statement in the City of Newark, State of Delaware on the 7^th day of April, 2011.

Exhibit
Number		Description of Document
5.1		Opinion of Reeder and Simpson, P.C. regarding the validity of securities being registered
23.1		Consent of PricewaterhouseCoopers S.A., Independent Registered Public Accounting Firm
23.2		Consent of Reeder and Simpson, P.C. (included in Exhibit 5.1)