SecProbe.io

August 27 , 2013

Via E-mail
Richard K. McGee
General Counsel
Plains GP Holdings, L.P.
333 Clay Street
Suite 1600
Houston, TX 77002

Re: Plains GP Holdings, L.P.
Registration Statement on Form  S-1
Filed July 29, 2013
File No. 333-190227

Dear  Mr. McGee :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-1 Filed  July 29, 2013

General

1. We may have additional comments once you supply the information you omit throughout
the prospectus, file all omitted exhibits and any material contracts, supply the partnership
agreement  (preferably with your next ame ndment) , and update the disclosure as
necessary .  Please remember to allow enough time to respond to all such staff comments.
Also please provide updated information regarding the status o f your NYSE listing
application, promptly provide any omitted discl osure which has not been omitted
pursua nt to Securities Act Rule 430A, and update your disclosure accordingly .

Richard K. McGee
Plains GP Holdings, L.P.
August 27 , 2013
Page 2

2. As soon as practicable, please furnish to us a statement as to whether the amount of
compensation to be allowed or paid to the underwriter(s) ha s been cleared with FINRA.
Prior to the effectiveness of this registration statement, please provide us with a copy of
the letter informing you that FINRA has no objections .

3. Please  update  the financial  statements  of Plains  All American  GP LLC  to comply  with
Rule  3-12 of Regulation  S-X.

Prospectus Cover Page

4. Given that your only cash-generating asset will be your limited partner interests in Plains
AAP, L.P. (“AAP”), which indirectly owns the 2% general partner interest in Plains All
American Pipeline, L.P. (“PAA”), it could be argued that you indirectly  control  PAA’s
general partner.  Please disc uss at an appropriate place in the prospectus  the relationship
among  you, AAP, and PAA with respect to general partner liability.  Compare and
contrast your str ucture and each party’s responsibilities with those of a limited partner
and general partner found in more typical limited partnership structures.

Summary, page 1

Organizational Structure , page 12

5. Please revise the diagram to provide the omitted percentages.  Also, please break out as a
separate entry the amount of PAA owned directly by the Existing Owners.  For example,
you could move  the “Public PAA Investors” to the other side of PAA and draw a  line
from your “Existing Owners” to PAA that runs parallel to the Public PAA Investors’ line
and quantifies the limited partnership interest in PAA that each entity owns.  We note
footnote 3 to the chart  in that regard .

Limited Call Right, page 19

6. You do not yet disclose what percentage of your outstanding Class A and Class B shares
will be owned by your Existing Owners and any of the referenced affiliates.  Please
revise the disclosure here to clarify whether they will own more than the threshold
amount t o call and purchase all Class A shares at the time this offering concludes.  We
note the related risk factor disclosure at page 36.  Also, please advise us whether you will
comply with the tender offer rules and file a Schedule TO if this right is exercise d, if
applicable.  If you believe an exemption from the tender offer rules would be available,
please explain why.

Richard K. McGee
Plains GP Holdings, L.P.
August 27 , 2013
Page 3

 Material Tax Consequences , page 20

7. We note your representations at page 1 and elsewhere  that available deductions will
offset your taxab le income for an extended period of time followin g the closing of this
offering  and that none of the distributions paid to investors “should be treated as taxable
dividend income under current existing federal tax regulations” for the listed years .
Please  obtain and file an opinion of counsel or an independent public or certified
accountant regarding  all the material federal income tax consequences related to the
securities being offered, as well as those flowing from the partnership’s election to be
treated as a corporation.   Disclose why the partnership is making that election.   Also
provide appropriate corresponding disclosure under a caption such as “Material Federal
Income Tax Consequences,” either summarizing the opinion or providing it in the
prospec tus.  Please see  generally  Staff Legal Bulletin No. 19 (C orp.Fin.) (October 14,
2011)  [“SLB 19”]  at Section III .  In particular, we refer you to SLB19 at Section III .A.2,
which includes limited partnership offerings among the examples of transactions
“generally involving material tax consequences.”

Risk Factors, page 23

8. Please revise and shorten this 30 -page section to comply with Item 503(c) of Regulation
S-K.  That Item indicates in p art that yo ur risk factors discussion “must be concise and
organized logically. Do not present risks that could apply to any issuer or any offering.”
Note also that Securities Act Release 33 -6900 indicates that “meticulous care should be
taken to assure that investo rs are provided with clear, concise and understandable
disclosure” as required by Commission rules.  Your risk factors should be brief and to the
point .

9. We note the disclosure under “Our cash flow will be entirely dependent upon the ability
of PAA” at pag e 23.  If true, please add a risk factor to disclose that there is no limit on
the fees and expense reimbursements that you may be required to pay to the general
partners and its affiliates and to make clear that there similarly is no restriction regarding
the amount of reserves that your general partner may establish for the proper conduct of
your business, etc.  Discuss the impact that these items may have on the cash available
for distribution.  In the alternative, revise and streamline the current risk factor to make
these points.

Our Cash Distribution Policy and Restrictions on Distributions, page 62

10. Your disclosures under “Rationale for Our Cash Distribution Policy” require further
clarification.  You begin that discussion by stating, “Our partnershi p agreement requires
that we distribute all of our available cash quarterly.”  You also state that “we believe that
our investors are best served by our distributing all of our available cash to our Class A
shareholders….”  But in the following subsection captioned “Restrictions and Limitations
on Our Cash Distribution Policy,” you indicate that (emphasis supplied), “Our

Richard K. McGee
Plains GP Holdings, L.P.
August 27 , 2013
Page 4

 distribution policy and PAA’s distribution policy are subject to certain restrictions and
may be changed at any time. ”  The balance of you r prospectus, including reference at
page 1 to a quantified expected “initial quarterly cash distribution,” appears to suggest
that the receipt of such quarterly distributions is intended to be an essential aspect of the
securities you are offering.  Pleas e revise or explain these apparently contradictory
statements.

PAA’s  Cash  Distribution  Policy,  page  67

11. We note the table  PAA’s  Cash  Distribution  History  on page  68 has a column  for Pro
Forma  Distributions  to Plains  GP Holdings,  L.P. for the periods  2009  through  2013.
Please  provide  pro forma  distributions  for only the most  recent  fiscal  year and interim
period,  per Rule  11-02(c)  of Regulation  S-X.

Unaudited  Pro Forma  Available  Cash  to Pay Distributions  for the Year  Ended  December  31,
2012  and the Twelve  Months  Ended  March  31, 2013,  page  69

12. You present pro forma information for the year ended December 31, 2012, and twelve
months ended March 31, 2013.  Please advise us whether you intend to provide updated
disclosure in that regard and, if not, whether pr esenting a different period would have
yielded different results.

13. We note you adjust  PAA  EBITDA  amounts  to remove  the (gain)  loss from  derivative
activities  net of inventory  valuation  adjustments  to compute  the non-GAAP  measure,
PAA  Adjusted  EBITDA.   Please  revise  your disclosure  to specify  how the (gain)  loss
from  derivative  activities  are calculated  for all periods  presented.   To the extent  Adjusted
EBITDA  is intended  to reflect  cash flow associated  with derivatives  settled  during  the
period,  please  confirm  no amounts  represent  a recovery  of cost.

14. Please  disclose  how you define  maintenance  capital  expenditures  for purposes  of
computing  the available  cash for distribution  by PAA.

Estimated Minimum Cash Available for Distribution Based upon Estimated Minimum Adjusted
EBITDA of Plains All American Pipeline, L.P., page 72

15. We note that you intend  to make quarterly distributions, but that you have provided
projected information only fo r the twelve months ending September 30, 2014 .  Insofar as
you intend to make quarterly distributions, please revise the tabular entries to make this
presentation on a quarterly basis.

Richard K. McGee
Plains GP Holdings, L.P.
August 27 , 2013
Page 5

 Lock -Up Agreements, page s 247 and 256

16. If the underwriters have an y understandings, tacit or explicit, or any present intent to
release the lock -ups early, disclose this .  We note the related disclosure at page 31 in the
Risk Factors section .

Index  to Financial  Statements,  page  F-1

Plains  All American  Pipeline,  L.P.

17. Given  your reliance  on the operations  and cash distributions  of Plains  All American
Pipeline,  L.P. (PAA)  for the cash flows  of the Company  and for the ability  of the
Company  to make  its cash distributions,  it appears  that the financial  statements  of PAA
are necessary  for the adequate  presentation  of the financial  condition  of the Company  and
for the protection  of investors,  as indicated  in Rule  3-13 of Regulation  S-X.

Unaudited  Pro Forma  Condensed  Consolidated  Financial  Statements,  page  F-3

18. Please  clarify  within  the notes  to the pro forma  financial  statements  why the transfer  of
ownership  interests  in AAP  in exchange  for cash proceeds  from  the offering  are
accounted  for at the historical  carrying  basis  for US GAAP  accounting  purposes.

19. We note you have  elected  to be treated  as a corporation  for U.S. Federal  income  tax
purposes.   Please  disclose  why your pro forma  statements  of operations  and per share
data do not include  adjustments  to reflect  the impact  of this change  in tax filing  status.

Plains  All American  GP LLC  and Subsidiaries  Financial  Statements,  page  F-18

Note  10 – Derivatives  and Risk Management  Activities,  page F-60

20. We note you characterize  a portion  of the gains  or losses  for derivatives  not designated
for hedge  accounting  as realized.   The guidance  in FASB  ASC  815-10-35-2 does not
differentiate  between  realized  and unrealized  gains  and losses  when  recording  changes  in
the fair value  of derivatives  not designated  as hedges.   Please  provide  clarifying
disclosure  to indicate  how you derived  the realized  portion  of the derivative  loss.

Closing 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 the information the Securities Act of 1 933 and
all applicable Securities Act rules require.  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 .

Richard K. McGee
Plains GP Holdings, L.P.
August 27 , 2013
Page 6

 Notwithstan ding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated a uthority, 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 o r any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirm ation
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 a bove registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jenifer Gallagher,  Staff Accountant, at (202) 551 -3706 , or Kimberly
Calder, Assist ant Chief Accountant , at (202) 551-3701 , if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Monsour , Staff
Attorney, at (202) 551 -3360 , or in his absence,  Timothy  Levenberg,  Special  Counsel,  at (202)
551-3707 , with any other questions.

Sincerely,

/s/ A.N. Parker for

H. Roger Schwall
Assistant Director

cc:  Mr. David P. Oelman