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Response Letter to the SEC

 June 13, 2005

 United States Securities and Exchange Commission

 450 Fifth Street, N.W., Stop 4-5

 Washington, D.C. 20549

 Attention: Kevin Stertzel, Division of Corporation Finance

 Regarding:

Your Review Comments to

Magellan Midstream Partners, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2004

 Dear Sir/Madam:

 On June 8, 2005, we received a telefacsimile transmittal from Kevin Stertzel, Division of
Corporate Finance and Jill Davis, Branch Chief. In that transmittal, the Securities and Exchange Commission (“SEC” or “the Commission”) staff raised four issues relative to our Form 10-K for the fiscal year ended December 31,
2004. Before we provide our specific responses to your comments we want to acknowledge that:

•

The management of Magellan Midstream Partners, L.P. is responsible for the adequacy and accuracy of the disclosure in our Form 10-K filing for the fiscal year ended December 31,
2004;

•

The SEC staff comments or changes to disclosures in response to SEC staff comments do not foreclose the Commission from taking any action with respect to our filing; and

•

Magellan Midstream Partners, L.P. may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 We respectfully submit the following responses to
the issues raised by the SEC staff.

 Issue No. 1

 Business

 Ammonia Pipeline System, page 12

 We note your disclosure regarding the ability of customers to “bank” any ammonia shipments in excess of their annual commitments. However, we are unable to
locate disclosure that provides investors with information of indicative value relative to this arrangement. Quantify and disclose the potential impact to revenues that may occur in the event customers were to utilize the full “bank”
balance. Please refer to Section IV.B of the Commission guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of

Operations (Release Nos. 33-8350, 34-48960, and FR-72), and revised your disclosure accordingly.

 Response

 Our shippers are required to pay us for the full amount of their annual ammonia shipment commitments, whether they actually ship those tons
or not. To the extent they ship more than their annual commitment, our shippers build a bank that can be used for two purposes:

1)
Less likely use: Our shippers can use the bank tons as a way to reduce the committed transportation tariffs they must pay if they have a production disruption or some other reason
that they do not want to ship ammonia.

•

In this scenario, if the shippers were able to fully utilize the 275,000 tons in their bank during 2005, based on the average tariff rates received during 2004, the impact would be
a reduction of revenues of approximately $4.6 million. This revenue reduction would be offset somewhat by reduced operating expenses if ammonia was not being shipped.

•

Shipment volumes over the last 10 years have never fallen below 613,000 tons. With 2004 shipment volumes of 765,000 tons and a 2002-2004 average shipment volume of 697,000 tons,
history suggests that it is unlikely that a material reduction in shipment volumes resulting in the use of the bank will occur. If volume fell to 613,000 tons from the 765,000 tons shipped in 2004, the revenue impact would only be approximately $2.5
million.

2)
More likely use: We provide incentive rates to our shippers if they commit to shipping more tons. Our shippers can use the bank tons to allow them to commit to higher volumes than
they intend to ship and receive reduced transportation rates. Our shipper’s made their final commitments in June 2004 for the final year of the contract (the contracts and bank expire in June 2005). Our shippers committed to 650,000 tons in
June 2004, which is in line with historical shipment volumes. When we filed our 10K in March 2005, our shippers had already shipped 479,000 tons for the eight-month period from June 2004 to February 2005. Today, with one month remaining under the
contracts and the bank, our shippers have already shipped more than 650,000 tons.

 We did not include a dollar impact with our disclosure as we do not believe it is material for the following reasons:

•

The most likely revenue impact from the bank would have been only a small reduction (less than $1 million) in the tariffs realized if our shippers were using the bank to over-commit
and realize a smaller tariff rate.

•

Even though it is theoretically possible the bank could be fully utilized in a single period, our shippers must still meet their customers’ demand for product and we had no
indication at the time we prepared our annual report (or currently) that demand for anhydrous ammonia products had changed in any material respect;

•

If the bank were fully used and shipments were reduced by 275,000 tons, the maximum revenue impact of $4.6 million would impact our consolidated revenues and operating profit by
less than 1.0% (based on 2004 results);

 2

 As disclosed in our form 10-K report, the contract period in which the shippers can utilize their banked tons expires on
June 30, 2005. Therefore, at 12-31-04 the shippers had only six months remaining in which to utilize their banked tons. We believed that this made it unlikely that our shippers would use a significant portion of their banked tons.

 For the above reasons, we believe the amounts were immaterial to our future operating
results, cash flows or financial positions. As such, we respectfully request the SEC’s forbearance to not make amendments to our 2004 10-K report relative to this matter.

 Issue No. 2

 Environmental, page 17

 We note your disclosure that indicates you have been cooperating with the EPA regarding various possible environmental infractions and that you have accrued an amount “that is less than $22 million associated
with this matter.” Please modify your disclosure to indicate the amount of liability the company has recognized in its reported financial information concerning this issue. Refer to Regulation S-K, Instruction 3 to Paragraph 303(a), FRC 501.02
footnote 14, which require you to quantify the reasonably likely effects of resolving uncertainties, if material.

 Response

 As noted, we did disclose the potential fine identified by the EPA. However, our negotiations with the EPA on this matter are on-going and we respectfully request that the amount of our liability accrual remain
confidential until our negotiations with the EPA are complete.

 Issue No.
3

 Significant Events, page 28

 Please explain why you have accounted for the assets you acquired from Shell as an
acquisition of assets rather than an acquisition of one or more businesses. Please refer to paragraph 6 of EITF 98-3 and provide us with an analysis supporting your conclusions.

 Response

 On May 27, 2004, John Chandler, Magellan’s Chief Financial Officer and Treasurer, sent a letter to Ms. Carol A. Stacey, Chief Accountant, Division of Corporation
Finance. In that letter Mr. Chandler described our anticipated acquisition of the assets in question along with a full explanation as to why we believed this transaction constituted the acquisition of assets and did not constitute the acquisition of
a business.

 3

 We received a response to our request from the SEC on June 2, 2004, from Leslie A. Overton, Associate Chief Accountant
(File No.: 1-16335). In Ms. Overton’s response, she responded that the staff did not object to our conclusion that the transaction involved the acquisition of assets and not a business; however, Ms. Overton further stated we should include
“robust” disclosures about the assets acquired pursuant to Item 102 of Regulation S-K. We made these disclosures on the date the transaction was completed, October 1, 2004, on Form 8-K. A copy of that 8-K is attached to this response.

 We believe the analysis we provided to Ms. Overton is complete and we
respectfully request the SEC’s forbearance to not make amendments to our 2004 10-K report relative to this matter.

 Issue No. 4

 Buy / Sell Arrangements, page 70

 We
note your accounting policy and related disclosure on page 70. Please expand this disclosure and provide all disclosures identified in our industry letter issued on February 11, 2005 that can be located on the Commission’s website at
http://www.sec.gov/divisions/corpfin/guidance/oilgas021105.htm.

 Response:

 We believe that we included all of the disclosures
required in the industry letter referred to above. Paragraph 3 of the industry letter referred to above, which includes the references to the disclosures required in this matter and our comments are provided below (our comments are bolded to
distinguish them from the wording included in the SEC’s industry letter):

 Accordingly, in filings that include financial reports covering periods ending on or after December 15, 2004, you should separately identify on the face of the statements of operations the proceeds and costs associated with buy/sell and
comparable arrangements reported on a gross basis for all periods presented. You may accomplish this by either presenting the amounts as separate line items, or within parenthetical notations next to the captions that include these amounts. If the
amounts are not material enough for disclosure on the face of the statements of operations, you should disclose the amounts in a footnote.

 Comment: Because our buy / sell transaction constituted only 3.3% of our 2004 consolidated revenues, we determined these transactions were not material enough to
disclose of the face of the statement; however, the cumulative amount of the transactions—$23.1 million—is disclosed in the policy statement on page 70 of our 10-K report.

 We ask you to fully disclose in the accounting policy notes the characteristics of material arrangements of this type, the circumstances
under which they are used,

 Comment: We believe that disclosures made in the
first two sentences of our Buy/Sell policy statement on page 70 address these disclosure requirements. These two sentences

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read as follows: “To help manage the supply of inventory and provide specific quantities and grades of products at various locations on our systems,
we engage in certain buy / sell arrangements. We are the primary obligor on these transactions and we assume credit risk of ownership for the associated products.”

 and the accounting literature relied upon in determining whether gross or net reporting would apply.

 Comment: In sentence No. 3 of the policy statement we refer to EITF No. 99-19 as the
literature we relied on to record these transactions at gross vs. net.

 You should also explain in your policy notes that the EITF is considering related matters in Issue 04-13, and describe how the financial statement presentation might change should a single method of reporting be required.

 Comment: The two last sentence of our policy statement on page 70 reads “The EITF is
considering related matters which may require us to account for these transactions differently in the future. Had these transactions been reported net, our product sales and purchases in 2004 would have been reduced by $23.1 million”.

 Where reported volumes and revenues reflect material activity arising
from these transactions, you should include quantification of the effects and address any related material trends and uncertainties in your Management’s Discussion and Analysis (MD&A).

 Comment: For the same reasons we didn’t disclose these transactions on the face of
our income statement, we believed that the impact of these transactions on our sales, cash flows and financial position was not material and did not warrant discussion in MD&A.

 We believe that we complied with the disclosure requirements as provided in the SEC’s industry letter. As such, we respectfully request
that we be exempted from making amendments to our 2004 10-K report relative to this matter.

 We look forward to discussing these issues with you should you have additional comments or questions.

 Sincerely,

 /s/ John D. Chandler

 John D. Chandler,

 Chief Financial Officer and Treasurer

 Magellan Midstream
Partners, L.P.

 5

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

 FORM 8-K

 CURRENT REPORT PURSUANT

 TO SECTION 13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

 Date of
report (Date of earliest event reported): October 1, 2004

 Magellan Midstream Partners, L.P.

 (Exact Name of Registrant as Specified in Its Charter)

Delaware

1-16335

73-1599053

 (State or Other Jurisdiction

 of Incorporation)

(Commission File Number)

 (IRS Employer

 Identification No.)

P.O. Box 22186, Tulsa, Oklahoma

74121-2186

(Address of Principal Executive Offices)

(Zip Code)

 Registrant’s
Telephone Number, Including Area Code: (918) 574-7000

 Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-14(c))

 Item 1.01. Entry into a Material Definitive Agreement.

 Please read the information set forth below under Item 2.01 “Completion
of Acquisition or Disposition of Assets,” which is incorporated herein by reference, for a description of the execution of a transition services agreement with Shell Pipeline Company LP.

 Item 2.01. Completion of Acquisition or Disposition of Assets.

 On October 1, 2004, we acquired more than 2,000 miles of refined petroleum
products pipeline system assets from Shell Pipeline Company LP and Equilon Enterprises LLC, who operated these assets under the name Shell Oil Products US, or Shell, for approximately $489.7 million. In addition to the purchase price, we paid
approximately $30.0 million for inventory related to a third-party supply agreement under which we received a security interest in a related $14.0 million cash collateral account, assumed approximately $25.7 million of existing liabilities and
expect to incur approximately $9.6 million for transaction costs.

 The Shell assets we acquired have not been operated historically as a separate division or subsidiary. Shell operated these assets as part of its more extensive transportation and terminalling and crude oil and refined products operations.
As a result, Shell did not maintain complete and separate financial statements for these assets as an independent business unit. We intend to make significant changes to the assets in the future, including construction of additional connections
between the acquired assets and our existing infrastructure, which may result in significant operating differences and revenues generated. Additionally, differences in our operating approach may result in us obtaining different productivity levels,
results of operations and revenues than those historically achieved by Shell. For these reasons, this acquisition constituted an acquisition of assets, and not of a business, as contemplated by Article 11-01(d) of Regulation S-X.

 We plan to integrate the assets into the operations of our existing
6,700-mile petroleum products pipeline system utilizing our existing accounting, financial reporting and measurement and control systems. In order to facilitate this integration, we entered into a transition services agreement with Shell. Under the
transition services agreement, Shell agreed to provide certain pipeline control services in connection with the operation of t