SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
December 9, 2005
via U.S. mail
Mr. Lonny E. Townsend
Magellan Midstream Holdings, L.P.
One Williams Center
Tulsa, Oklahoma
74172

Re:	Magellan Midstream Holdings, L.P.
		Registration Statement on Form S-1
      Filed November 10, 2005
      File No. 333-129623

Dear Mr. Townsend:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover Page

Risk Factors, page 19

   General

1. As done on page 40 of the prospectus, include a risk factor
that
delineates the risk to your unitholders in receiving distributions
resulting from Magellan Midstream Partners, L.P.`s policy of
distributing substantially all of its excess cash. The risk factor
should explain that the practice of distributing all available
cash
may limit Magellan Midstream Partners L.P.`s ability to grow
unless
it secures external sources of financing.

2. We note also the disclosure on page 40 indicating the reliance
of
Magellan Midstream Partners, L.P. on external sources of financing
for future growth, including its reliance on equity financings.
Please supplement your risk factor disclosure on page 29 under the
heading, "MMP may issue additional common units...," to further
clarify the likelihood of the issuance of additional common units
by
Magellan Midstream Partners, L.P. due to its reliance principally
on
external financing to fund its acquisition and expansion capital
requirements. In this regard, please further delineate the impact
on
your ability to receive incentive distributions should Magellan
Midstream Partners L.P. be incapable of maintaining or increasing
its
quarterly cash distribution per unit as a result of its issuance
of
additional common units.

   Risks inherent in MMP`s business, page 21

MMP depends on refineries and petroleum products...," page 24

3. With a view towards disclosure, please advise us of the impact,
if
any, to the operations of Magellan Midstream Partners, L.P. caused
by
the recent hurricanes Katrina and Rita.

Our Cash Distribution Policy and Restrictions on Distributions,
page
39

Unaudited Pro Forma Consolidated Available Cash, page 50

4. We note your adjustment (k) to reflect the pro forma adjustment
for certain acquisitions by MMP.  Please expand your footnote
explanation to detail out the components of the pro forma
adjustments
for each acquisition.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 61

   Liquidity, page 78

5. We note your disclosure in the summary indicating that you may,
in
the future, facilitate Magellan Midstream Partner`s  growth
"through
the use of [y]our capital resources, which could involve capital
contributions, loans or other forms of financial support."  Please
indicate any plans you currently have of using the revolving
credit
facility and the other sources of financing you reference over the
next 12 months.  Additionally, please indicate if you have
adequate
financing for the next 12 months to meet your anticipated
expenditures.

   Summary of Significant Accounting Policies, page F-13

Basis of Presentation, page F-13

6. We note you restated your consolidated financial statements for
the period of June 18, 2003 through December 31, 2003 and for the
year ended December 31, 2004 to correct your depreciation expense
and
other accounts. Please tell us whether the restatement is a result
of
a correction of an error from a misapplication of generally
accepted
accounting principles. If so, please request your independent
auditors to give recognition to the restatement in their audit
report
through an addition of an explanatory paragraph in accordance with
AU
Section 420.12.

   Restricted Cash, page F-14

7. We note your restricted cash balance increased by $28 million
from
December 31, 2004 to September 30, 2005. Your restricted cash
policy
note refers to the Magellan Pipeline notes disclosure in note 14
which only explains $11.7 million of the $34 million restricted
cash
balance as of September 30, 2005. Please expand your disclosure to
include the nature and terms of the restriction representing the
remaining amount.

Closing Comments

      As appropriate, please amend the above filing in response to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mellissa Campbell Duru at (202) 551-3757 or
Tangela Richter, Branch Chief, at (202) 551-3685 with any
questions.
Direct all correspondence to the following ZIP code:  20549-7010.

									Sincerely,

									Tangela S. Richter
									Branch Chief

        cc:    via facsimile
           	Dan A. Fleckman, Esq.
            	Vinson & Elkins, L.L.P.
            	(713) 615-5859
??

??

??

??

Mr. Lonny E. Townsend
Magellan Midstream Holdings, L.P.
December 9, 2005
page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

</TEXT>
</DOCUMENT>