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 *
  VESCOVO VICTOR L
 2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2013		 3. Issuer Name and Ticker or Trading Symbol
Emerge Energy Services LP [EMES]
(Last)
(First)
(Middle)
C/O EMERGE ENERGY SERVICES LP, 1400 CIVIC PLACE, SUITE 250		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
SEE REMARKS
 5. If Amendment, Date Original Filed(Month/Day/Year)
05/14/2013
(Street)

SOUTHLAKE, TX 76092		 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 96,690 (1) (3)
D
 
COMMON UNITS 9,801,869 (2) (3)
I
BY LLC (2)

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VESCOVO VICTOR L
C/O EMERGE ENERGY SERVICES LP
1400 CIVIC PLACE, SUITE 250
SOUTHLAKE, TX 76092		   X   X   SEE REMARKS

Signatures

Victor L. Vescovo 05/16/2013
**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) As described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-187487) (the "Registration Statement"), in connection with the closing of the initial public offering of the Issuer, the Reporting Person, through one or more affiliated entities, contributes certain assets to the Issuer and receives 96,690 common units, representing a less than 1% limited partner interest in the Issuer. If the underwriter's over-allotment option is not exercised, up to an additional 1,125,000 common units will be issued to certain investors, including the Reporting Person, in an amount proportionate to their respective ownership percentage of common units.
(2) Also as described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Insight Equity Management Company LLC ("Insight Equity") contributes certain assets to the Issuer and receives 9,801,869 common units, representing a 42.2% limited partner interest in Issuer. If the underwriter's over-allotment option is not exercised, up to an additional 766,112 common units (for an aggregate of 10,567,981 common units, or a 49.4% limited partner interest in the Issuer) will be issued to Insight Equity. See Remarks.
(3) This Form 3 amendment is being filed to include the common units reported herein, which were not included on the Form 3 filed on May 14, 2013.
 
Remarks:
The Reporting Person is a Director of Emerge Energy Services GP LLC, the general partner of the Issuer (the "General Partner").  The Issuer is managed by the directors and executive officers of the General Partner.  The Reporting Person is also a controlling equity owner of Insight Equity, which owns a controlling interest in Emerge Energy Services Holdings LLC, which will own the General Partner upon consummation of the Issuer's initial public offering.  The Reporting Person disclaims beneficial ownership of any common units held by the General Partner or Insight Equity, except to the extent of his pecuniary interest therein.

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