SecProbe.io

October 4 , 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. 2 to Registration Statement on Form  S-1
Filed September 26, 2013
File No. 333-190227

Dear  Mr. McGee :

We have reviewed your response letter dated September 26, 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 a ppropriate, 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. 2 to Registration Statement on Form S-1 Filed  September 26, 2013

Summary, page 1

Organizational Structure , page 13

1. It appears  that each AAP  unit is effectively linked with one of your Class  B shares  and a
general  partner  unit for purposes  of any transfer  or exchange  of AAP  units .  See pages 57
and 134.  Therefore , please modify your “Exchange right” bullet under the “Existing
Owners” oval to indicate that one AAP unit plus one Class B share plus one general
partner unit  is exchangeable for one Class A share.  Alternatively, tell us why such a

Richard K. McGee
Plains GP Holdings, L.P.
October 4, 2013
Page 2

 description would  not be accurate .  Please also make the changes to this diagram that
were discussed by telephone during a call with counsel today.

Ownership of Our General Partner ; Election of Directors , page 15

2. In the first sentence, you state  that “[i]n connection with the recapitalization transactions
…, the Existing Owners will initially own all of the membership interests in PAA GP
Holdings LLC, our general partner.”  Disclos ure elsewhere, including in  the proposed
pricing terms pages , reflects less than 100% interest ownership once the transactions
occur.  Please revise to eliminate any potential ambiguity about the timing and
percentages involved.  For example, make clear wh en the Existing Owners will in fact
own a 78.9% membership interest in your general partner .

3. We note your statement that “[a]s the Existing  Owners  reduce  their ownership  of AAP
units  through  this offering  and in connection  with future  exchanges  of AAP  units  and
Class  B shares  for Class  A shares  following  this offering,  the Existing  Owners'  ownership
interest  in our general  partner  will be reduced,  and our ownership  interest  in our general
partner  will be proportionately  increased. ”  As discussed with counsel today, please
provide new Risk Factor s disclosure regarding any associated risks, along with a cross -
reference to the enhanced disclosure elsewhere that counsel proposed to include  in order
to address this issue.

Forms of Opinion

4. Prior to request ing accelerated effectiveness, you will need to file as exhibits the final,
signed versions of the opinions.  In the meantime, please revise the exhibit list to make
clear the versions you have filed are merely “forms of opinion” at this point.

Exhibit 8. 1

5. In the penultimate paragraph, counsel indicates  in part that the opinion may not be
“furnished to, assigned to, quoted to or relied upon by any other person, firm or other
entity, for any purpose . . .”   Notwithstanding the other portions of the paragra ph, p lease
obtain and file an opinion which does not include this limitation on reliance.

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 i nformation the Securities Act of 1933 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 disclo sures they have made .

Richard K. McGee
Plains GP Holdings, L.P.
October 4, 2013
Page 3

 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 sta ff, 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.

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 offe ring of the securities specified in the above 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, Assistant 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/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. David P. Oelman