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MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

October 22, 2009

Gary Newberry

United States Securities Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:

     Martin Midstream Partners L.P.

Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 4, 2009

Form 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009 Filed May 6, 2009
and August 5, 2009

File No. 0-50056

          This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to
the comments provided by the staff (the “Staff”) of the Securities Exchange Commission (the
“Commission”) in its comment letter dated September 24, 2009 (the “Comment Letter”). For your
convenience, we have repeated each comment of the Staff in bold type face exactly as given in the
Comment Letter and set forth below such comment is our response.

Form 10-K for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis, page 46

    1.

    MD&A requires not only a “discussion” but also an “analysis” of known material trends,
events, demands, commitments and uncertainties. Consider revising to include an “Overview”
section describing the most important matters on which you are focusing in evaluating your
financial condition and operating performance. To enhance an investor’s understanding of your
business, you should provide insight regarding material opportunities, challenges and risks on
which you are focused in both the short and long term, as well as the steps you are taking to
address them. For example, with respect to changes from period to period, you state that many
of the changes were “primarily a result of recent acquisitions and capital projects.” What
types of acquisitions and capital projects are you engaged in, and how do these fit into your
short term and long term objectives? Were there other factors contributing to the changes?
In revising your discussion in this section, please refer to the Commission’s Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and Results of
Operations. See SEC Release No. 33-8350, http://www.sec.gov/rules/interp/33-8350.htm and
Release No. 33-6835,
http://www.sec.gov/rules/interp/33-6835.htm.

    The Partnership acknowledges the Staff’s comment and will in future filings revise its
disclosure accordingly.

    2.

    You sometimes refer to two or more sources as components that contributed to a material
change. For example, on page 57, Terminalling and Storage Segment — Operating Expenses, you
state that an increase in operating expenses was due to recent acquisitions and capital
projects, increased operating activities, and increased costs in those operating activities.
Ensure you quantify the amount of the change that was contributed by each of these factors.
See Section III.D of SEC Release 33-6835.

    The Partnership acknowledges the Staff’s comment and will in future filings revise its
disclosure accordingly. For example, the discussion referenced above will be changed to
quantify the amount of the respective changes as shown below:

    Operating expenses. Operating expenses increased $4.0 million, or 32%, for the year ended
December 31, 2007, compared to the year ended December 31, 2006. These increased operating
expenses resulted from $1.7 million due to recent acquisitions, $0.3 million from capital
projects placed into service during the end of 2006 and throughout 2007 and $2.0 million
from costs associated with increased operating activities at our terminals.

Critical Accounting Policies, page 47

    3.

    The disclosure of critical accounting estimates should supplement the description of your
accounting policies presented in your financial statements footnotes. Provide an analysis of
those uncertainties involved in applying your accounting policies, why such estimates or
assumptions bear the risk of change or whether such estimates or assumptions are reasonably
likely to change in the future. Refer to Financial Reporting Codification 501.14.

    The Partnership acknowledges the Staff’s comments and will in future filings include the
following additional narratives relevant to the reporting period:

    Goodwill

    Significant changes in these estimates and assumptions could materially affect the
determination of fair value for each reporting unit which could give rise to future
impairment. Changes to these estimates and assumptions can include, but may not be limited
to, varying commodity prices, volume changes and operating costs due to market conditions
and/or alternative providers of services.

    Environmental Liabilities and Litigation

    Because the outcomes of both contingent liabilities and litigation are difficult to predict,
when accounting for these situations, significant management judgment is required. Amounts
paid for contingent liabilities and litigation have not had a materially adverse effect
on our operations or financial condition and we do not anticipate that they will in the
future.

    Allowance for Doubtful Accounts

    The Company’s management closely monitors potentially uncollectible accounts. Estimates of
uncollectible amounts are revised each period, and changes are recorded in the period they
become known. If there is a deterioration of a major customer’s creditworthiness or actual
defaults are higher than the historical experience, management’s estimates of the
recoverability of amounts due to the Company could potentially be adversely affected. These
charges have not had a materially adverse effect on our operations or financial condition.

    Asset Retirement Obligation

    Estimates of future asset retirement obligations include significant management judgment and
are based on projected future retirement costs. Such costs could differ significantly when
they are incurred. Revisions to estimated asset retirement obligations can result from
changes in retirement cost estimates due to surface repair, and labor and material costs,
revisions to estimated inflation rates and changes in the estimated timing of abandonment.
For example, the Company does not have access to natural gas reserves information related to
our gathering systems to estimate when abandonment will occur.

Liquidity and Capital Resources, page 61

    4.

    We note your statement that you believe your cash generated from operations and your
borrowing capacity under your credit facility will be sufficient to meet your liquidity needs
in 2009. Within this section, please discuss the basis for this statement. Also, given that
the bulk of your contractual cash obligations are due within 1 - 3 years from the end of 2008,
please expand your discussion to cover liquidity on both a short-term and long-term basis.

    The Partnership intends to re-finance its existing credit facility in the fourth quarter of
2009 to meet its current cash obligations for ongoing working capital needs and general
partnership purposes, and to finance future permitted investments, acquisitions and capital
expenditures. The Partnership is currently in negotiations with the parties to its existing
credit facility to accomplish such re-financing. Disclosure in the Partnership’s future
filings will reflect the terms of any such re-financed credit facility and the Partnership
will expand its discussions on liquidity accordingly to reflect the Staff’s comments above.

Quantitative and Qualitative Disclosures about Market Risk, page 66

    5.

    For your commodity price risk exposure, provide the following information under Regulation
S-K Item 305(a)(1)(i)(A)(1) and instructions to paragraph 305(a):

    •

    The fair value of the instruments, and

    •

    Contract terms sufficient to determine future cash flows from these
instruments.

In this regard, we note that amounts in the table should be the annual amount by year,
rather than the monthly amount. Further, provide the meaning and

relationship of the dollar amount disclosed to the annual quantities disclosed, and whether
this dollar amount is the weighted average fixed pay or receive amount.

The Partnership acknowledges the Staff’s comments and will in future filings revise the
table to include fair value and contract terms in the manner below:

The
relevant payment indices for our various commodity contracts are as follows:

    •

    Natural gas contracts — monthly posting for Columbia Gulf Transmission Co.,
Mainline as posted in Platts Inside FERC’s Gas Market Report;

    •

    Crude oil contracts — WTI NYMEX average for the month of the daily closing
prices; and

    •

    Natural gasoline contracts — Mt. Belvieu Non-TET average monthly postings as
reported by the Oil Price Information Service (OPIS).

Hedging Arrangements in Place

As of December 31, 2008

    Commodity

    Commodity

    Fair Value

    Fair Value

    Price

    Price

    Asset

    Liability

    Period

    Underlying

    Notional Volume

    We Receive

    We Pay

    (In Thousands)

    (In Thousands)

    January
2009-December 2009

    Natural Gas

    360,000 (MMBtu)

    Index

    $9.025/Mmbtu

    $
    1,033

    $
    —

    January
2009-December 2009

    Crude Oil

    36,000 (BBL)

    Index

    $69.08/bbl

    565

    —

    January
2009-December 2009

    Crude Oil

    36,000 (BBL)

    Index

    $70.90/bbl

    628

    —

    January
2009-December 2009

    Crude Oil

    12,000 (BBL)

    Index

    $70.45/bbl

    204

    —

    January
2009-December 2009

    Natural Gasoline

    24,000 (BBL)

    Index

    $86.42/bbl

    1,193

    —

    January
2010-December 2010

    Crude Oil

    24,000 (BBL)

    Index

    $69.15/bbl

    132

    —

    January
2010-December 2010

    Crude Oil

    36,000 (BBL)

    Index

    $72.25/bbl

    300

    —

    January
2010-December 2010

    Crude Oil

    12,000 (BBL)

    Index

    $104.80/bbl

    453

    —

    January
2010-December 2010

    Natural Gasoline

    12,000 (BBL)

    Index

    $94.14/bbl

    584

    —

    $
    5,092

    $
    —

    6.

    For your interest rate risk, include a discussion and description of the instruments or
positions omitted from your quantitative market risk disclosure information required by Item
305(a)(2).

    The Partnership acknowledges the Staff’s comments and will in future filings provide the
following information in a tabular format to include fair value and contract terms in the
manner shown below:

    We manage a portion of our interest rate risk with interest rate swaps, which reduce our
exposure to changes in interest rates by converting variable interest rates to fixed
interest rates. Pursuant to the terms of the interest rate swap agreement, we pay a fixed
rate and
receive an interest payment based on the three-month LIBOR + 200 basis points. The net

    difference to be paid or received under the interest rate swap agreement is settled
quarterly and is recognized as an adjustment to interest expense.

    At December 31, 2008, we are party to interest rate swap agreements with Royal Bank of
Canada as shown below:

Interest Rate Swaps

As of December 31, 2008

    Interest

    Notional

    Rate

    Fair Value

    Fair Value

    Amount

    Interest Rate

    We

    Asset

    Liability

    Date of Swap

    Maturity

    (In Thousands)

    We Pay

    Receive

    (In Thousands)

    (In Thousands)

    October 2008

    October 2010

    $
    40,000

    LIBOR + 200 basis points

    2.820
    %

    $
    —

    $
    812

    January 2006

    January 2010

    $
    25,000

    LIBOR + 200 basis points

    3.400
    %

    —

    1,370

    September 2007

    September 2010

    $
    25,000

    LIBOR + 200 basis points

    4.605
    %

    —

    542

    December 2006

    March 2010

    $
    30,000

    LIBOR + 200 basis points

    4.765
    %

    —

    1,303

    November 2006

    December 2009

    $
    40,000

    LIBOR + 200 basis points

    4.820
    %

    —

    1,335

    March 2006

    November 2010

    $
    75,000

    LIBOR + 200 basis points

    5.250
    %

    —

    5,418

    $
    —

    $
    10,780

    7.

    Provide summarized market risk information for the preceding year and the reasons for
material quantitative changes in market risk exposures between these years. Refer to Item
305(a).

    The Partnership acknowledges the Staff’s comments and will revise its disclosure in future
filings as follows:

    We are exposed to the impact of market fluctuations in the prices of natural gas, NGLs and
condensate as a result of gathering, processing and sales activities. Our exposure to these
fluctuations is primarily in the gas processing component of our business. Gathering and
processing revenues are earned under various contractual arrangements with gas producers.
Gathering revenues are generated through a combination of fixed-fee and index-related
arrangements. Processing revenues are generated primarily through contracts which provide
for processing on percent-of-liquids and
percent-of-proceeds bases.

1. Percent-of-liquids contracts: Under these contracts, we receive a fee in the
form of a percentage of the NGLs recovered, and the producer bears all the cost of
the natural gas shrink. Therefore, our margins increase during periods of high NGL
prices and decrease during periods of low NGL prices.

2. Percent-of-proceeds contracts: Under percent-of-proceeds contracts, we
generally gather and process natural gas on behalf of producers, sell the resulting
residue gas and NGLs at market prices and remit to producers an agreed upon
percentage of the proceeds based on an index price. In other cases, instead of
remitting cash payments to the producer, we deliver an agreed upon percentage of the
residue gas and NGLs to the producer and sell the volumes we keep to third parties
at market prices. Under these types of contracts, our revenues and gross margins

increase as natural gas prices and NGL prices increase, and our revenues and gross
margins decrease as natural gas prices and NGL prices decrease.

Market risk associated with gas processing margins by contract type, and gathering and
transportation margins as a percent of total gross margin remained consistent as contract
mix and volumes associated with the various contracts did not
materially differ for the twelve-month periods ending December 31, 2008 and 2007.

The aggregate effect of a hypothetical $1.00/Mmbtu increase or decrease in the natural gas
price index would result in an approximate annual gross margin change of $0.6 million. In
addition, the aggregate effect of a hypothetical $10.00/Bbl increase or decrease in the
crude oil price index would result in an approximate annual gross margin change of $1.4
million.

Prism Gas has entered into hedging transactions through 2010 to protect a portion of its
commodity exposure from these contracts. These hedging arrangements are in the form of swaps
for crude oil, natural gas and natural gasoline.

Consolidated Statements of Operations, page 73

    8.

    Please revise your statements of operations to include depreciation and amortization in costs
of products sold, or reword the costs of products sold line item to clarify that depreciation
and amortization is excluded. Refer to SAB Topic 11:B.

    The Partnership acknowledges the Staff’s comments and will in future filings revise the
“Cost of products sold” caption to read: “Cost of products sold (exclusive of depreciation
and amortization shown separately below)”.

Notes to Consolidated Financial Statements

Note 11 — Investments in Unconsolidated Entities and Joint Ventures, page 89

    9.

    As required by Regulation S-X Rule 4-08(e)(2), disclose the amount of consolidated retained
earnings which represents the undistributed earnings for your equity method investments.

    10.

    Describe any restrictions on t