SecProbe.io

Mail Stop 4628
June 29, 2017

Greg L. Armstrong
Chief Executive Officer
Plains GP Holdings, L.P.
333 Clay Street, Suite 1600
Houston, TX 77002

Re: Plains GP Holding s, L.P.
Registration Statement on Form S -3
Filed June  2, 2017
  File No. 333 -218463
  Form 10 -K for the Fiscal Year Ended December 31, 2016
  Filed  February 23, 2017
File No.  001-36132

Dear Mr. Armstrong:

We have limited our review of your filings to those issues we have addressed in our
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 filings  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 appropriate, please tell us why in your response.

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

Registration Statement on Form S -3

1. Please note that the staff’s comments with regard to your Form 10 -K for the fiscal
year ended December 31, 2016 and related filings will need to be resolved before we
will be in a position to declare your re gistration statement effective.  Please also
confirm that you will amend the registration statement, as appropriate, to reflect your
responses to our comments on Form 10 -K and related filings.

Form 10 -K for the Fiscal Year Ended December 31, 2016

2. Please respond to these comments within ten business days by providing the
requested information or advise  us as soon as possible when you will respond. If you

Greg L. Armstrong
Plains GP Holdings, L.P.
June 29, 2017
Page 2

 do not believe our comments apply to your facts and circumstances, please tell us
why in your response.

Financial Statements

Note  1- Organization and Basis of Consolidation and Presentation, page F -9

Simplification Transactions, page F -9

3. As part of the simplification transactions you state that “ These reverse splits, along
with the  Omnibus Agreement, resulted in economic alignment between our common
unitholders and PAGP’s Class A  shareholders, such that the number of outstanding
PAGP Class A shares equals the number of AAP units owned by PAGP, which in
turn equals the number of our common units held by AAP. ”  Per the detailed
partnership structure on page 7, the number of PAGP Class A shares and AAP u nits is
101,206,526; however, AAP owns 241,672,409 common units of PAA.  Please
clarify this apparent inconsistency.

Basis of Consolidation and Presentation, page F -10

4. We note your disclosure on page F -11 stating that o n January 1, 2016 , you  adopted
FASB guidance regarding the analysis that a reporting entity must perform to
determine whether it should consolidate certain types of legal entities. Among other
things, the guidance modified the evaluation of whether limited partnerships are
variable intere st entities (VIE s) and eliminates the presumption that a general partner
should consolidate a limited partnership.

We further note your disclosure explaining the reasons you determined that PAA and
AAP were VIEs p rior to  your November15, 2016  Simplificat ion Transactions,  but no
longer met the requirements to be considered VIEs as a result of your Simplification
Transactions, in either case  the determination did not impact your conclusion  of
consolidating PAA and AAP.

Referencing Accounting Standards Upda te (ASU) 2015 -02 General Note to
Accounting Standards Codification (ASC) Section 810 -10-05, there are two primary
models for determining whether consolidation is appropriate —the voting interest
entity model and the VIE model.  Additional analysis is requir ed for consolidation of
entities controlled by contracts, applicable to entities that are not VIEs.  As you
concluded that PAA and AAP no longer meet the requirements to be considered VIEs
as a result of your Simplification Transactions, please expand your  disclosure to
discuss the model that you applied and the factors that supported your conclusion to
continue consolidating PAA and AAP under such model, including the applicable
ASU or ASC paragraphs.

Greg L. Armstrong
Plains GP Holdings, L.P.
June 29, 2017
Page 3

Form 8 -K Filed May 8 , 2017

Exhibit 99.1 – News  Release of First Quarter 2017 Results

Financial Summary – Financial Data Reconciliations, page 13

5. We note that you present non GAAP measures basic and diluted adjusted net income
per common unit  for Plains All American Pipeline, LP on page 14. In future  earnings
releases, please expand your presentation to add reconciliations from your GAAP
measures basic and diluted net income per common unit  to comply with the
Compliance and Disclosure Interpretation 102.05.

We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Lily Dan g, Staff Accountant, at (202) 551 -3867  or Mark
Wojciechowski, Staf f Accountant, at (202) 551-3759 if you have questions regarding
comments on the financial statements and related matters.  You may contact Irene Barberena -
Meissner, Attorney -Adviser, at (20 2) 551 -6548 or Lauren P. Nguyen, Legal Branch Chief, at
(202) 551 -3642  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Alan Beck, Esq.
 David Oelman, Esq.
 Vinson & Elkins LLP