Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Barker William E
 2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2015		 3. Issuer Name and Ticker or Trading Symbol
Hi-Crush Partners LP [HCLP]
(Last)
(First)
(Middle)
THREE RIVERWAY, SUITE 1350		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
12/14/2015
(Street)

HOUSTON, TX 77056		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Units 1,540
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units   (1)(2)(3)(4)   (1)(2)(3)(4) Common Units 7,448 $ (1) (2) (3) (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barker William E
THREE RIVERWAY
SUITE 1350
HOUSTON, TX 77056		       Vice President  

Signatures

/s/ William E. Barker by Mark C. Skolos as Attorney-in-Fact 09/16/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person is a participant in the Hi-Crush Partners LP Long-Term Incentive Plan (the "Plan") and received 1,024 phantom units under the Plan on June 2, 2014. Such phantom units vest on June 2, 2017 if the reporting person remains employed during the three-year period. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in Hi-Crush Partners LP (the "Partnership"), along with tandem distribution equivalent rights (DERs). The DERs are payable in cash. The phantom units expire upon settlement.
(2) The reporting person received 1,024 phantom units under the Plan on June 2, 2014. Such phantom units vest as follows: if the Partnership's performance on average for each calendar quarter for the three-year period ending December 31, 2016 compared to the performance of entities in a designated peer group is (a) at the 75th percentile or above, 200% of the phantom units will vest, (b) at the 50th percentile, 100% of the phantom units will vest, (c) at the 25th percentile, 50% of the phantom units will vest, or (d) below the 25th percentile, 0% of the phantom units will vest. The number of phantom units that will vest between applicable percentiles will be determined by straight-line interpolation. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights (DERs). The DERs are payable in cash. The phantom units expire upon settlement.
(3) The reporting person received 2,700 phantom units under the Plan on February 13, 2015. Such phantom units vest on February 13, 2018 if the reporting person remains employed during the three-year period. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights (DERs). The DERs are payable in cash. The phantom units expire upon settlement.
(4) The reporting person received 2,700 phantom units under the Plan on February 13, 2015. Such phantom units vest as follows: if the Partnership's performance on average for each calendar quarter for the three-year period ending December 31, 2017 compared to the performance of entities in a designated peer group is (a) at the 75th percentile or above, 200% of the phantom units will vest, (b) at the 50th percentile, 100% of the phantom units will vest, (c) at the 25th percentile, 50% of the phantom units will vest, or (d) below the 25th percentile, 0% of the phantom units will vest. The number of phantom units that will vest between applicable percentiles will be determined by straight-line interpolation. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights (DERs). The DERs are payable in cash. The phantom units expire upon settlement.
 
Remarks:
This amendment is being filed solely to attach the power of attorney that was omitted from the original Form 3 filed on December 14, 2015.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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