SecProbe.io

September 18 , 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.
Amendment No. 1 to Registration Statement on Form  S-1
Filed September 6, 2013
File No. 333-190227

Dear  Mr. McGee :

We have reviewed your response letter dated September 5, 2013  as well as your amended
registration statement  and have the following additional comments.

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 believe an amendment is appro priate, 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.

Amendment No. 1 to Registration Statement on Form S-1 Filed  September 6, 2013

General

1. We note your response to the first numbered comment from our letter to you dated
August 27, 2013, and we re -issue the comment in part.  Please provide the partnership
agreement by no later than with your next amendment s o that we can complete the related
portions of our review, or explain to us the reasons for any further delay in providing it.
Also, we will need to review the other omitted exhibits, including the legality and tax
opinions, once you file them.

Richard K. McGee
Plains GP Holdings, L.P.
September 18 , 2013
Page 2

 Prospectus Cover Page

2. We note your supplemental response  to prior comment 4.  Please provide , at an
appropriate place in the prospectus , the explanation that appears in your response,
particularly the information in its last two substantive paragraphs.

Material U.S. Federal Income Tax Consequences, page 255

3. Revise or eliminate the text at page 261 which includes the disclaimer language “THE
FOREGOING DISCUSSION IS FOR GENERAL INFORMATION ONLY.”  Please see
Staff Legal Bulletin 19 (Corp. Fin.) (October 14, 2011), Section III.D.1, which states in
part that “Investors are entitled to rely on the opinion expressed.  Examples of
inappropriate disclaimers include ‘This discussion is being provided for informational
purposes only….’”

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 1933 and
all applicable Securities Act rules require.  Since the company and its man agement 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 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 authority, declare the
filing effective, it does not foreclose the Commission from t aking 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 t he 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.

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 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.  Please allow

Richard K. McGee
Plains GP Holdings, L.P.
September 18 , 2013
Page 3

 adequate time for us to review any amend ment prior to the requested effective date of the
registration statement.

Please contact Paul Monsour , Staff Attorney, at (202) 551 -3360 , or in his absence,
Timothy  Levenberg,  Special  Counsel,  at (202)  551-3707 , with any  questions.

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. David P. Oelman