SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 May 5, 2025

Robert D. Bondurant
President and Chief Executive Officer
Martin Midstream Partners L.P.
4200 B Stone Road
Kilgore, TX 75662

 Re: Martin Midstream Partners L.P.
 Registration Statement on Form S-3
 Filed May 2, 2025
 File No. 333-286917
Dear Robert D. Bondurant:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Preston Bernhisel
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 MARTIN MIDSTREAM PARTNERS L.P.
 4200 B Stone Road
 Kilgore, Texas 75662 May 5, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance 100 F. Street,
N.E. Washington, D.C. 20549 Attention: Nicholas Nalbantian

 Re:
 Martin Midstream Partners L.P.
 Request for Acceleration of Effectiveness of Registration Statement on Form S-3
 (File No. 333-286917)
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File
 No. 333-286917) (the “ Registration Statement ”) of Martin Midstream Partners L.P. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C.
time, on May 7, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker Botts L.L.P., by calling M. Preston Bernhisel at (214) 953-6783.

 Sincerely,

 MARTIN MIDSTREAM PARTNERS L.P.

 By: Martin Midstream GP LLC, its General Partner

 By:

 /s/ Chris Booth

 Chris Booth

 Executive Vice President, Chief Legal Officer, General Counsel and Secretary

 cc:
 M. Preston Bernhisel, Baker Botts L.L.P.

December 12, 2024
Jed Nussbaum
Managing Partner & CIO
Nut Tree Capital Management L.P.
55 Hudson Yards, 22nd Floor
New York, NY 10001
Re:Nut Tree Capital Management L.P.
MARTIN MIDSTREAM PARTNERS L.P.
DFAN14A filed December 9, 2024
Filed by Nut Tree Capital Management L.P. and Caspian Capital L.P.
File No. 000-50056
Dear Jed Nussbaum:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
DFAN filed December 9, 2024
Exhibit 1
1.Please provide or cite to a proper factual foundation for the statement on page 33 of
the Investor Presentation that "Ruben Martin, III essentially is responsible for each of
those directors' compensation for service on, and continued appointment to, the GP
Board." Further, references to supporting material should be appropriately specific to
allow readers to locate the referenced source material. In this regard, we note the
generic reference to “Martin Midstream Investor Relation’s Website” also on page 33.
This vague reference does not provide enough information to find and verify the
information included on that page of the Investor Presentation. Please revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.

December 12, 2024
Page 2
            Please direct any questions to Brian Soares at 202-551-3690 or Perry Hindin at 202-
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

CORRESP

 Martin Midstream Partners L.P.

4200 B Stone Road

Kilgore, Texas 75662

 December 4,
2024

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:  Brian
Soares, Special Counsel

  Perry Hindin, Special Counsel

Re:
 Martin Midstream Partners L.P.

DEFA14A filed December 2, 2024

File No. 000-50056

Dear Mr. Soares and Mr. Hindin:

 This
letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership,” “we,” “our” and “us”) to the comment set forth in the comment letter
of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 3, 2024 (the “Comment Letter”)
relating to the above-referenced DEFA14A (the “DEFA14A”).

 To assist your review, set forth below in bold is the
comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Partnership with respect thereto.

DEFA14A filed December 2, 2024

 General

1.
 Refer to your statement in the Unitholder Letter that “[d]uring the review, the Conflicts Committee met
with Nut Tree and Caspian on several occasions and took into account their proposals.” In your response letter and in future filings, please reconcile this statement with the disclosure in your definitive proxy statement indicating that the
Conflicts Committee had its financial advisor, Houlihan Lokey, meet with representatives of Nut Tree and Caspian on July 1, 2024, and that on July 22 and 24, Houlihan Lokey, at the direction of and on behalf of
the Conflict Committee, communicated with Nut Tree and Caspian via email. Alternatively, please expand the disclosure in your definitive proxy statement to describe the “several occasions” on which the Conflicts
Committee met with Nut Tree and Caspian.

 Response: The Partnership acknowledges the Staff’s comment. The
Partnership respectfully advises the Staff that while the Conflicts Committee did not meet directly with Nut Tree and Caspian, representatives of Houlihan Lokey, on behalf of the Conflicts Committee, participated in a meeting with Nut Tree and
Caspian on July 1, 2024 and corresponded with Nut Tree and Caspian on July 22, 2024 and July 24, 2024 regarding Nut Tree and Caspian’s proposals, as detailed in the Definitive Proxy Statement. In future filings, the Partnership
will provide the following revised disclosure: “During this review, the Conflicts Committee’s financial advisor,

 1

on behalf of the Conflicts Committee, met and communicated with Nut Tree and Caspian regarding their proposals, and the Conflicts Committee took those proposals into account.” In addition,
the Partnership will correct the Unitholder Letter and refile that as definitive additional materials.

 * * *

 2

 We appreciate your attention to this matter and hope the foregoing answer is responsive to
your comment. Please direct any questions or comments regarding this correspondence to the undersigned or to our counsel, Preston Bernhisel of Baker Botts L.L.P. at (214) 953-6783.

Very truly yours,

Martin Midstream Partners L.P.

By:

 /s/ Robert D. Bondurant

Name: Robert D. Bondurant

Title:  President and Chief Executive Officer

cc:
 Sharon L. Taylor, Martin Midstream Partners L.P.

Chris H. Booth, Martin Midstream Partners L.P.

Preston Bernhisel, Baker Botts L.L.P.

 3

December 3, 2024
Robert D. Bondurant
President and Chief Executive Officer
Martin Midstream Partners L.P.
4200 B Stone Road
Kilgore, TX 75662
Re:Martin Midstream Partners L.P.
DEFA14A filed October 22, 2024
File No. 000-50056
Dear Robert D. Bondurant:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
DEFA14A filed December 2, 2024
General
1.Refer to your statement in the Unitholder Letter that "[d]uring the review, the
Conflicts Committee met with Nut Tree and Caspian on several occasions and took
into account their proposals." In your response letter and in future filings, please
reconcile this statement with the disclosure in your definitive proxy statement
indicating that the Conflicts Committee had its financial advisor, Houlihan Lokey,
meet with representatives of Nut Tree and Caspian on July 1, 2024, and that on July
22 and 24, Houlihan Lokey, at the direction of and on behalf of the Conflict
Committee, communicated with Nut Tree and Caspian via email. Alternatively, please
expand the disclosure in your definitive proxy statement to describe the "several
occasions" on which the Conflicts Committee met with Nut Tree and Caspian.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Perry Hindin at 202-

December 3, 2024
Page 2
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

CORRESP

 Martin Midstream Partners L.P.

4200 B Stone Road

Kilgore, Texas 75662

 November 27,
2024

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Brian Soares, Special Counsel

 Perry Hindin, Special Counsel

Re:
 Martin Midstream Partners L.P.

Schedule 13E-3/A filed November 21, 2024

File No. 005-80397

Revised Preliminary Proxy Statement on Schedule 14A filed November 21, 2024

File No. 000-50056

Dear Mr. Soares and Mr. Hindin:

 This
letter sets forth the responses of Martin Midstream Partners L.P. (the “Partnership,” “we,” “our” and “us”) and the other filing persons named in the
above-referenced Schedule 13E-3/A (the “Schedule 13E-3”) to the comments set forth in the comment letter of the Staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 25, 2024 (the “Comment Letter”) relating to the Schedule 13E-3/A and the revised preliminary proxy statement on Schedule 14A incorporated by reference thereto as Exhibit (a)(1) (the “Preliminary Proxy Statement”).

To assist your review, set forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment
is the response of the Partnership with respect thereto.

 Schedule 13E-3/A and Revised Preliminary Proxy
Statement on Schedule 14A, each filed November 21, 2024

 General

1.
 We note your response to prior comment 1. We disagree with your apparent conclusion that the actions of the
Parent Group Support Entities, Mr. Martin, and Senterfitt outlined in our prior comment 1 were either addressed in their respective then-existing Schedule 13D disclosures or did not constitute a material change to the disclosures then in
effect. Please be advised that amendments to Schedule 13D are regulated under Section 13(d)(2) of the Exchange Act and corresponding Rule 13d-2(a). Consequently, disclosure regarding a plan or proposal
under Item 4 of Schedule 13D may need to be made in advance of the submission of a proposal to acquire securities of an issuer. Generic disclosure of the type included in the Schedules 13D or reserving the right to engage in any of the kinds of
transactions identified in Item 4(a)-(j) of Schedule 13D must be amended to the extent the facts previously reported have materially changed. Refer to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G
Beneficial Ownership Reporting Compliance and Disclosure Interpretations at Question 110.06.

 1

 Response: The Partnership acknowledges the Staff’s comment. The Partnership
advises the Staff that future beneficial ownership filings by the filing persons will be timely made in accordance with the deadlines set forth in the federal securities laws, including any amendments to the above-referenced Schedules 13D made
pursuant to Section 13(d)(2) of the Exchange Act and corresponding Rule 13d-2(a).

 * * *

 2

 We appreciate your attention to this matter and hope the foregoing answer is responsive to
your comment. Please direct any questions or comments regarding this correspondence to the undersigned or to our counsel, Preston Bernhisel of Baker Botts L.L.P. at (214) 953-6783.

Very truly yours,

Martin Midstream Partners L.P.

By:

 /s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

President and Chief Executive Officer

cc:
 Sharon L. Taylor, Martin Midstream Partners L.P.

Chris H. Booth, Martin Midstream Partners L.P.

Preston Bernhisel, Baker Botts L.L.P.

 3

November 25, 2024
Robert D. Bondurant
President and Chief Executive Officer
Martin Midstream Partners L.P.
4200 B Stone Road
Kilgore, TX 75662
Re:Martin Midstream Partners L.P.
Schedule 13E-3/A filed November 21, 2024
File No. 005-80397
Revised Preliminary Proxy Statement on Schedule 14A filed November 21, 2024
File No. 000-50056
Dear Robert D. Bondurant:
            We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Schedule 13E-3/A and Revised Preliminary Proxy Statement on Schedule 14A, each filed
November 21, 2024
General
We note your response to prior comment 1. We disagree with your apparent
conclusion that the actions of the Parent Group Support Entities, Mr. Martin, and
Senterfitt outlined in our prior comment 1 were either addressed in their respective
then-existing Schedule 13D disclosures or did not constitute a material change to the
disclosures then in effect. Please be advised that amendments to Schedule 13D are
regulated under Section 13(d)(2) of the Exchange Act and corresponding Rule 13d-
2(a). Consequently, disclosure regarding a plan or proposal under Item 4 of Schedule
13D may need to be made in advance of the submission of a proposal to acquire
securities of an issuer. Generic disclosure of the type included in the Schedules 13D
or reserving the right to engage in any of the kinds of transactions identified in Item
4(a)-(j) of Schedule 13D must be amended to the extent the facts previously reported 1.

November 25, 2024
Page 2
have materially changed. Refer to Exchange Act Sections 13(d) and 13(g) and
Regulation 13D-G Beneficial Ownership Reporting Compliance and Disclosure
Interpretations at Question 110.06.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Perry Hindin at 202-
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

CORRESP

 Martin Midstream Partners L.P.

4200 B Stone Road

Kilgore, Texas 75662

 November 21,
2024

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:  Brian
Soares, Special Counsel

        Perry Hindin, Special Counsel

Re:
 Martin Midstream Partners L.P.

Schedule 13E-3 filed October 25, 2024

File No. 005-80397

Preliminary Proxy Statement on Schedule 14A filed October 25, 2024

File No. 000-50056

Dear Mr. Soares and Mr. Hindin:

 This
letter sets forth the responses of Martin Midstream Partners L.P. (the “Partnership,” “we,” “our” and “us”) and the other filing persons named in the
above-referenced Schedule 13E-3 (the “Schedule 13E-3”) to the comments set forth in the comment letter of the Staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 19, 2024 (the “Comment Letter”) relating to the Schedule 13E-3 and the preliminary proxy statement on Schedule 14A incorporated by reference thereto as Exhibit (a)(1) (the “Preliminary Proxy Statement”). We have revised the Schedule 13E-3 and the Preliminary Proxy Statement in response to the Staff’s comments and, concurrently with delivery of this letter, we are publicly filing with the Commission an Amendment No. 1 to the Schedule 13E-3 (the “Amendment No. 1”), attaching as Exhibit (a)(1) the amended proxy statement (the “Amended Proxy Statement”).

To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each
comment is the response of the Partnership with respect thereto or a statement identifying the location in the Amended Proxy Statement of the requested disclosure or revised disclosure. Please note that all references to page numbers in our
responses refer to the page numbers of the Amended Proxy Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amended Proxy Statement.

Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed October 25, 2024

Background of the Merger, page 28

1.
 Refer to the following disclosure throughout this section indicating that:

•

 in the fall of 2023, “Parent began considering a potential transaction to acquire the Partnership, and in
November 2023, Parent engaged [...] counsel in connection with a potential transaction;”

 1

•

 on January 3, 2024, the Chief Legal Officer and General Counsel of Parent and the General
Partner contacted the Chairman of the Conflicts Committee “to discuss the possibility of the Proposed Transaction and to suggest that the Conflicts Committee commence the process to interview and engage independent financial and legal
advisors with respect thereto;”

•

 in February and March 2024, representatives of Parent engaged in discussions with financial
advisors regarding the potential to provide financing for the Proposed Transaction; and

•

 in April and May 2024, representatives of Parent continued discussions with financial advisors regarding the
Proposed Transaction.

 Please tell us why the Parent Group Support Entities, Mr. Martin, and Senterfitt did
not file an amendment to their respective Schedules 13D until May 24, 2024, the day Parent submitted a non-binding proposal to acquire all of the outstanding Common Units.

Response: The Partnership acknowledges the Staff’s comment and respectfully submits that the amendments to the Schedules 13D, filed
on May 24, 2024, were timely made in accordance with Rule 13d-2(a).

 As Schedule 13D
filers, the obligations of the Parent Group Support Entities, Mr. Martin and Senterfitt related to their respective Schedules 13D were to file an amendment within two business days “[i]f any material change occurs in the facts set forth in
the Schedule 13D.” Rule 13d-2(a). The term “material” is not defined in Regulation 13D or elsewhere in the U.S. securities laws. Based on relevant case law, including the U.S. Supreme Court
decision in Basic Inc. v. Levinson, 485 U.S. 224 (1988), whether merger discussions and negotiations are material, and therefore ripe for disclosure, requires an assessment of the probability that the transaction will be completed and the magnitude
of the potential transaction. Accordingly, whether a change is material requires an assessment of all the facts and circumstances related to the matter, including the probability the matter will proceed.

We are aware of the Staff’s guidance regarding the need to amend Schedule 13D disclosures when the facts materially change. In light
of the relevant Staff guidance, however, we believe that the facts contemplated by the respective Schedule 13D disclosures of the Parent Group Support Entities, Mr. Martin and Senterfitt remained materially unchanged prior to the submission of
Parent’s initial proposal on May 24, 2024. Additionally, until Parent’s requisite board approvals were adopted on May 24, 2024, the Parent Group Support Entities, Mr. Martin and Senterfitt could not specifically make
a plan or submit a proposal that would result in any of the transactions enumerated in Item 4 of Schedule 13D.

 As further noted
throughout the Background of the Merger, all of the discussions between representatives of Parent and its respective advisors prior to the submission of a proposal on May 24, 2024 were of an exploratory and preliminary nature, and were designed
to assess the potential viability of a transaction. The discussions Parent had with the respective advisors were to evaluate on a preliminary basis, among other things, the sufficiency and likelihood of successful financing options and whether the
Proposed Transaction was advisable in light of various factors discussed and considered throughout the Background of the Merger and the Proxy Statement itself.

 2

 Furthermore, even throughout April and May, Parent met with its advisors to discuss the
practicability and feasibility of the Proposed Transaction, including a summary of the legal considerations associated with a potential transaction presented by Baker Botts and additional information about Parent with Wells Fargo Lending. On
May 24, 2024, before its initial proposal was submitted, Parent and Wells Fargo continued to have discussions regarding the potential to provide financing for the Proposed Transaction. Up until Parent’s initial proposal was approved by the
Parent Board of Directors and submitted, Parent did not consider the Proposed Transaction to be a material change to the facts set forth in the Schedules 13D. In view of the Schedule 13D requirements and the foregoing circumstances, the Parent Group
Support Entities, Mr. Martin, and Senterfitt believe they amended their respective Schedules 13D timely following the material change to the information required by Item 4 of Schedule 13D.

The Parent Group Support Entities, Mr. Martin, and Senterfitt respectfully submit that their view regarding the propriety of the timing of
their respective Schedule 13D amendments is supported by case law addressing Schedule 13D disclosure obligations. In Azurite Corp. v. Amster & Co., 52 F.3d 15, 18 (2d Cir. 1995), the Second Circuit
affirmed the lower court decision of then Judge Sotomayor in which she stated that § 13(d) of the Securities Exchange Act of 1934, as amended, does not require a party filing a Schedule 13D statement to disclose preliminary considerations,
exploratory work or tentative plans to wage a proxy battle and that it only requires disclosure of definite plans.

 Parent and its
financial advisor were still discussing the potential financing for the Proposed Transaction the day Parent submitted its initial proposal, therefore, the Parent Group Support Entities, Mr. Martin and Senterfitt did not have specific, definite
plans with respect to the Proposed Transaction before May 24, 2024, when Parent’s initial proposal was submitted.

 In light of
these facts, the Parent Group Support Entities, Mr. Martin and Senterfitt believe that they were not obligated under Schedule 13D or Rule 13d-2(a) to amend their respective
Schedules 13D prior to May 24, 2024, and the Parent Group Support Entities, Mr. Martin and Senterfitt complied with their obligations under Regulation 13D and timely amended their respective Schedules 13D as required by Rule 13d-2(a).

 Reasons for the GP Board’s Recommendation, page 56

2.
 The factors listed in Instruction 2 to Item 1014 of Regulation M-A
and paragraphs (c), (d) and (e) of Item 1014 are generally relevant to each filing person’s fairness determination and should be discussed in reasonable detail. See paragraph (b) of Item 1014 of Regulation M-A and Questions 20 and 21 of Exchange Act Release No. 34-17719 (April 13, 1981). Please revise this section to include the factors described in paragraphs
(c) of Item 1014, as well as clauses (iv) and (vi) of Instruction 2 to Item 1014 or explain why such factors were not deemed material or relevant to the GP Board’s fairness determination. If the procedural
safeguards in Item 1014(c) were not considered, please explain why the GP Board believes the Rule 13e-3 transaction is fair in the absence of such safeguards.

This comment also applies to the disclosure in the section captioned “Position of the Buyer Filing Parties as to the Fairness of the
Merger” beginning on page 75 with respect to paragraph (c) and clause (vi) of Instruction 2 to Item 1014.

Response: The Partnership acknowledges the Staff’s comment and has revised pages 58-59 and
page 79 of the Amended Proxy Statement to provide the requested disclosure.

 3

 Unaudited Financial Projections of the Partnership, page 59

3.
 We note your reference on page 62 to the “summary of the financial projections prepared by management
of the General Partner on behalf of the Partnership.” Please include in this section the full set of financial projections.

Response: The Partnership acknowledges the Staff’s comment and respectfully submits that the Preliminary Proxy Statement included
all material projected financial information prepared by management of the General Partner on behalf of the Partnership. However, the Partnership has included additional line items to reflect an expanded presentation of the projected financial
information on page 63 of the Amended Proxy Statement, and the Partnership removed the reference to the presentation being a “summary”. There is no additional material projected financial information to disclose. Because the Partnership
has disclosed all material projected financial information, the Partnership believes that no further revision is necessary.

 Houlihan Lokey Opinion
to the Conflicts Committee, page 63

4.
 Disclosure on page 63 indicates that Houlihan Lokey’s opinion was furnished for the use of the
Conflicts Committee in connection with its evaluation of the Merger “and may not be used for any other purpose without Houlihan Lokey’s prior written consent.” Please disclose that Houlihan Lokey has consented to the use of its
materials in the filing.

 Response: The Partnership acknowledges the Staff’s comment and advises the
Staff that the Amended Proxy Statement has been revised to disclose on page 66 that Houlihan Lokey has consented to the inclusion of its opinion and the description of its opinion in the proxy statement.

Financial Analyses, page 66

5.
 Refer to the following statement in the first paragraph of this section: “[t]he summary of Houlihan
Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion.” Please revise to remove the implication that this summary presented in your filing is not complete. While you may include appropriate
disclaimers concerning the nature of a summary generally, summaries must be complete in describing all material analyses or terms. You may direct investors to read exhibits or annexes for a more complete discussion.

Response: The Partnership acknowledges the Staff’s comment and has revised page 67 of the Amended Proxy Statement to remove the
identified disclosure.

 Miscellaneous, page 69

6.
 Please revise this section to quantify any compensation received in the past two years, or to be received,
by Houlihan Lokey and its affiliates as a result of its relationship with the Partnership, the Conflicts Committee, or their respective affiliates. In this regard, we note your disclosure on page 30 that the “Conflicts Committee selected
Houlihan Lokey to act as its financial advisor on the basis of” Houlihan Lokey’s “familiarity with the Partnership and its business and experience with the Conflicts Committee.” Refer to Item 9 of Schedule 13E-3, Item 1015(b)(4) of Regulation M-A, and Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretation 217.01.

 4

 Response: The Partnership acknowledges the Staff’s comment and has revised page
70 of the Amended Proxy Statement to provide the requested disclosure.

 Where You Can Find More Information, page 134

7.
 Please note that Schedule 14A does not permit general “forward incorporation” of documents to be
filed in the future. The proxy statement may only incorporate by reference in the manner and to the extent specifically permitted by the items of Schedule 14A. Otherwise, the proxy statement must be amended to specifically list any such future
filings. Please revise. See Note D of Schedule 14A.

 Response: The Partnership acknowledges the Staff’s
comment and has revised page 136 of the Amended Proxy Statement to align with the incorporation by reference permitted by Schedule 14A.

 General

8.
 Please attach a preliminary form of proxy to the preliminary proxy statement.

Response: The Partnership acknowledges the Staff’s comment and has included the preliminary form of proxy with the Amended Proxy
Statement.

 * * *

 5

 We appreciate your attention to this matter and hope the foregoing answers are responsive to
your comments. Please direct any questions or comments regarding this correspondence to the undersigned or to our counsel, Preston Bernhisel of Baker Botts L.L.P. at (214) 953-6783.

Very truly yours,

Martin Midstream Partners L.P.

By:

 /s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

President and Chief Executive Officer

cc:

Sharon L. Taylor, Martin Midstream Partners L.P.

Chris H. Booth, Martin Midstream Partners L.P.

Preston Bernhisel, Baker Botts L.L.P.

 6

November 19, 2024
Jed Nussbaum
Managing Partner & CIO
Nut Tree Capital Management L.P.
55 Hudson Yards, 22nd Floor
New York, NY 10001
Re:Nut Tree Capital Management L.P.
MARTIN MIDSTREAM PARTNERS L.P.
PREC14A filed November 1, 2024
Filed by Nut Tree Capital Management L.P. and Caspian Capital L.P.
File No. 000-50056
Dear Jed Nussbaum:
            We have reviewed your filing 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 these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed November 1, 2024
General
1.We note the legend at the bottom of page 2 stating that your proxy statement and
proxy card are available at a dedicated website. In light of the “furnished” language
cited in the previous comment and of the referenced to "the mailing of this Proxy
Statement to unitholders" on page 24, please advise us whether the participants are
relying upon Rule 14a-16 to distribute the proxy statement electronically as the
primary means of fulfilling their obligations under Rule 14a-3(a) and Rule 14a-4(f). If
so, please summarize for us how compliance with Rule 14a-16 has been effectuated.

Furthermore, please revise the legend at the bottom of page 2 to conform with
the requirements of Rule 14a-16(d), including the language set forth in Rule 14a-
16(d)(1).

November 19, 2024
Page 2
Background of the Solicitation, page 4
2.We note your reference to Nut Tree and Caspian "having  led the refinancing and
recapitalization of MMLP" (emphasis added) in 2020 and 2023. With a view towards
disclosure, please clarify these entities' respective roles in these transactions. In this
regard, we see no reference to either Nut Tree or Caspian in any disclosure or exhibits
filed in connection with either transaction.
Reasons for the Solicitation, page 6
3.Please disclose, or provide us with, the factual foundation for this assertion that your
"interests are fully aligned with all independent MMLP unitholders." In this regard,
we note that you do not appear to beneficially own any MMLP Common Units.
Additional Participant Information, page 22
4.With a view towards disclosure, please tell us why the first sentence of this section
lists those persons who are  anticipated  to be participants in the proxy solicitation as
opposed to the participants in the proxy solicitation. Refer to Item 4 of Schedule 14A.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Perry Hindin at 202-
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

August 20, 2024
Sharon Taylor
Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, TX 75662
Re:Martin Midstream Partners L.P.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 000-50056
Dear Sharon Taylor:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

August 15, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Robert Shapiro and Lyn Shenk

Re:    Martin Midstream Partners L.P.

Form 10-K for Fiscal Year Ended December 31, 2023

Form 8-K Furnished April 17, 2024

File No. 000-50056

Dear Robert Shapiro and Lyn Shenk:

    This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to the comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated August 7, 2024 (the “Comment Letter”). For your convenience, we have repeated the comments of the Staff in bold type face exactly as given in the Comment Letter and set forth below each such comment is our response.

Form 10-K for the Fiscal Year Ended December 31, 2023

Management's Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of Net Loss to EBITDA, Adj. EBITDA, and Adj. EBITDA After Giving Effect to the Exit of the Butane Optimization Business Non-GAAP Financial Measures, page 51

1.    We note in determining the non-GAAP measure "Adjusted EBITDA after giving effect to the exit of the butane optimization business" you include an adjustment for lower of cost or net realizable value and other non-cash adjustments. Please tell us the following:

•The purpose for presenting Adjusted EBITDA after giving effect to the exit of the butane optimization business in 2023;

•The amount of the portion of the adjustment related to lower of cost or net realizable value and whether this relates to butane inventories;

•The nature and components of the adjustment for lower of cost or net realizable value and other non-cash adjustments; and

•The rationale for why you believe the adjustment for lower of cost or net realizable value is appropriate as non-cash adjustment and whether this is a normal, recurring operating expense.

Refer to Question 100.01 of the Compliance and Disclosure Interpretations on Non- GAAP Financial Measures and Item 10(e)(1)(ii)(A) and (B) of Regulation S-K.

U.S. Securities and Exchange Commission
Page 2

August 15, 2024

The Partnership first introduced Adjusted EBITDA, After Giving Effect to the Exit of the Butane Optimization Business as a non-GAAP financial measure in its Form 10-Q for the period ended March 31, 2023 (the “First Quarter 2023 10-Q”).  Historically, the Partnership reconciled Net Income (Loss) to Adjusted EBITDA.  During the first quarter of 2023, the Partnership expanded its presentation of non-GAAP financial measures to further reconcile Adjusted EBITDA to Adjusted EBITDA, After Giving Effect to the Exit of the Butane Optimization Business.  The primary purpose of presenting Adjusted EBITDA, After Giving Effect to the Exit of the Butane Optimization Business was to align with the definition of Consolidated EBITDA under the Partnership's Third Amended and Restated Credit Agreement (the “Credit Agreement”), which was amended as of January 30, 2023 to, among other things, provide that Consolidated EBITDA allows for the exclusion of operations from the butane optimization business from the calculation of the Partnership’s financial covenant ratios under this amended Credit Agreement.  As disclosed in the First Quarter 2023 10-Q, the Partnership anticipated the exit of the butane optimization business at the conclusion of the butane selling season during the second quarter of 2023.  The Partnership completed such exit in such quarter.  In future filings, the Partnership will disclose that the presentation of this non-GAAP metric provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Partnership’s Credit Agreement.  In addition, the Partnership is willing to change the name of “Adjusted EBITDA, After Giving Effect to the Exit of the Butane Optimization Business” in future filings to “Credit Adjusted EBITDA” or “Debt Covenant Adjusted EBITDA” in order to provide more transparency to investors on the intended use of this metric.

As set forth in the table entitled “Reconciliation of Net Loss to EBITDA, Adjusted EBITDA, and Adjusted EBITDA After Giving Effect to the Exit of the Butane Optimization Business” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”), the amount of the portion of the adjustment related to the lower of cost or net realizable value for the year ended December 31, 2023 was $12.9 million.  This amount pertains entirely to butane inventories, which the Partnership ceased carrying when it exited the butane optimization business.

The nature and components of the adjustment for lower of cost or net realizable value and other non-cash adjustments represent unrealized valuation adjustments applied to butane inventory volumes remaining in inventory at the end of the period resulting from declining market prices.

The Partnership has considered Question 100.01 of the Division of Corporation Finance Compliance and Disclosure Interpretations, which states that a non-GAAP measure can be misleading if it excludes “normal, recurring, cash operating expenses necessary to operate a registrant’s business.” The Partnership’s lower of cost or net realizable value adjustments relate to butane inventories, which are accounted for using the first-in first-out ("FIFO") method.  The lower of cost or net realizable value inventory adjustments excluded from the Partnership’s non-GAAP measures are recorded to adjust the butane inventory value on the Partnership’s balance sheet at period end to the lower of FIFO cost or net realizable values. These adjustments relate to the value of butane inventory on-hand that is expected to be sold in the subsequent period.  As a result, the cash impact of these inventory adjustments will be realized in the period the butane inventory is sold and therefore, these adjustments do not represent cash costs to operate the business during the respective reporting periods.  The Partnership believes that these lower of cost or net realizable value adjustments are appropriately classified as non-cash because they represent valuation adjustments to assets that are on the Partnership’s balance sheet at period end that will be associated with future sales, whereas the non-GAAP measures reflect the realized cost associated with butane inventory sold in the current period.

U.S. Securities and Exchange Commission
Page 3

August 15, 2024

Results of Operations

Comparative Results of Operations for the Years Ended December 31, 2023 and 2022 Terminalling and Storage Segment, page 54

2.    Please revise to explain the underlying reasons for the decrease in operating expenses for the year ended December 31, 2023. Refer to Item 303(b)(2)(i) of Regulation S-K and Staff Release No. 33-8350.

The Partnership’s 2023 10-K indicates that the decrease in operating expenses in its Terminalling and Storage Segment decreased primarily as a result of lease expense of $4.9 million and natural gas utilities of $1.1 million. The lease expense reduction was primarily due to the non-renewal of a pipeline lease at the Partnership’s Smackover Refinery, whereas the natural gas utilities expense reduction resulted from lower year-to-date natural gas rates in 2023 compared to 2022. The Partnership acknowledges the Staff’s comment and will expand the Partnership’s disclosure in its “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in future filings to include more detailed descriptions of significant components of revenues or expenses and underlying reasons for any significant economic changes.

3.    Please disclose how the 91% increase in Shore-based throughput volumes (gallons) impacted the Terminalling and Storage segment's revenues and operating income for the year ended December 31, 2023. Also, disclose a clear definition of this metric and how it is calculated, the reasons why this metric provides useful information to investors, and a statement indicating how management uses the metric in managing or monitoring the performance of the business. Refer to Staff Release 33-10751.

Changes in shore-based throughput volumes (gallons) directly influence the revenues and operating income of our Terminalling and Storage segment.  The 91% increase in shore-based throughput volumes (gallons) positively impacted both the Terminalling and Storage Segment’s revenue and operating income, contributing an additional $2.4 million to each metric.

Throughput volumes at shore-based terminals refer to the amount of fuel and lubricants handled at these facilities, which are strategically located along the U.S. Gulf Coast to support offshore drilling in the Gulf of Mexico.  Throughput revenue is calculated by multiplying the volume (gallons) moved through the terminals by a contractual rate per gallon. Shore-based throughput volumes are a key performance indicator for our Terminalling and Storage segment as they directly correlate with the capacity utilization of our facilities.  Higher throughput typically indicates increased demand for our services, which positively impacts revenues and operating income.  Additionally, this metric is meaningful for investors and management as it reflects the level of drilling activity in the region, a macro driver of cash flow for our shore-based terminal assets.  Management regularly reviews shore-based throughput volumes as part of our operational performance assessments, using the data to make informed decisions regarding capacity utilization, pricing strategies, and capital investment planning.

The Partnership acknowledges the Staff’s comment and will expand the Partnership’s disclosure in its “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in future filings to include more detailed explanations of the impact of changes in shore-based throughput volumes (gallons), as well as a clear definition of the metric and how it is calculated, the reasons why this metric provides useful information to investors and a statement indicating how the Partnership’s management uses the metric in managing or monitoring the performance of the business.

Earnings Release on Form 8-K Furnished April 17, 2024 Exhibit 99.1

Martin Midstream Partners Reports First Quarter 2024 Financial Results and Declares Quarterly Cash Distribution

First Quarter 2024 Operating Results by Business Segment, page 1

U.S. Securities and Exchange Commission
Page 4

August 15, 2024

4.    Please explain why you believe it is appropriate to present the non-GAAP measures Adjusted EBITDA, After Giving Effect to the Exit of the Butane Optimization Business and Adjusted EBITDA on a segment basis without providing a reconciliation to the most directly comparable GAAP measure, segment operating income (loss). Refer to Questions 104.03 and 104.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

The Partnership provided the reconciliation of the non-GAAP measures, Adjusted EBITDA, After Giving Effect to the Exit of the Butane Optimization Business and Adjusted EBITDA on a segment basis to the most directly comparable GAAP measure, segment operating income (loss) on page 4 of the Partnership’s Quarterly Earnings Summary, filed as Exhibit 99.2 to the Form 8-K furnished April 17, 2024.  In future filings, including the furnishing on Form 8-K of press releases reporting results of operations and financial condition, the Partnership will provide this reconciliation in the press release that contains the corresponding non-GAAP measure.

If you have any questions regarding the foregoing response or require further information, please contact Sharon L. Taylor, our Executive Vice President and Chief Financial Officer, at (903) 983-6200.

  Sincerely,

  /s/ Sharon L. Taylor

  Sharon L. Taylor

  Executive Vice President and Chief Financial Officer

cc:  Chris Booth, Executive Vice President, Chief Legal Officer, General Counsel and Secretary

      David Cannon, Controller

August 7, 2024
Sharon Taylor
Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, TX 75662
Re:Martin Midstream Partners L.P.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K Furnished April 17, 2024
File No. 000-50056
Dear Sharon Taylor:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of Net Loss to EBITDA, Adj. EBITDA, and Adj. EBITDA After Giving Effect to
the Exit of the Butane Optimization Business
Non-GAAP Financial Measures, page 51
We note in determining the non-GAAP measure "Adjusted EBITDA after giving effect to
the exit of the butane optimization business" you include an adjustment for lower of cost
or net realizable value and other non-cash adjustments. Please tell us the following:

•The purpose for presenting Adjusted EBITDA after giving effect to the exit of the
butane optimization business in 2023;
•The amount of the portion of the adjustment related to lower of cost or net realizable
value and whether this relates to butane inventories;
•The nature and components of the adjustment for lower of cost or net realizable value
and other non-cash adjustments; and1.

August 7, 2024
Page 2
•The rationale for why you believe the adjustment for lower of cost or net realizable
value is appropriate as non-cash adjustment and whether this is a normal, recurring
operating expense.

Refer to Question 100.01 of the Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures and Item 10(e)(1)(ii)(A) and (B) of Regulation S-K.
Results of Operations
Comparative Results of Operations for the Years Ended December 31, 2023 and 2022
Terminalling and Storage Segment, page 54
2.Please revise to explain the underlying reasons for the decrease in operating expenses for
the year ended December 31, 2023. Refer to Item 303(b)(2)(i) of Regulation S-K and
Staff Release No. 33-8350.
3.Please disclose how the 91% increase in Shore-based throughput volumes (gallons)
impacted the Terminalling and Storage segment's revenues and operating income for the
year ended December 31, 2023. Also, disclose a clear definition of this metric and how it
is calculated, the reasons why this metric provides useful information to investors, and a
statement indicating how management uses the metric in managing or monitoring the
performance of the business. Refer to Staff Release 33-10751.
Earnings Release on Form 8-K Furnished April 17, 2024
Exhibit 99.,1
Martin Midstream Partners Reports First Quarter 2024 Financial Results and Declares Quarterly
Cash Distribution
First Quarter 2024 Operating Results by Business Segment , page 1
4.Please explain why you believe it is appropriate to present the non-GAAP measures
Adjusted EBITDA , After Giving Effect to the Exit of the Butane Optimization Business
and Adjusted EBITDA on a segment basis without providing a reconciliation to the most
directly comparable GAAP measure, segment operating income (loss). Refer to Questions
104.03 and 104.04 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
            In closing, 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.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

 Kilgore,
Texas 75662

 June 16, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

 Attention: Janice Adeloye

Re:
 Martin Midstream Partners L.P.

Request for Acceleration of Effectiveness of Registration Statement on Form S-3

(File No. 333-265484)

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-265484) (the “Registration
Statement”) of Martin Midstream Partners L.P. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on June 21, 2022, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker Botts L.L.P., by calling M. Preston Bernhisel at (214) 953-6783.

Sincerely,

MARTIN MIDSTREAM PARTNERS L.P.

By:

Martin Midstream GP LLC, its General Partner

By:

 /s/ Chris Booth

Chris Booth

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

cc:
 M. Preston Bernhisel, Baker Botts L.L.P.

United States securities and exchange commission logo
June 16, 2022
Robert D. Bondurant
Chief Executive Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
Re:Martin Midstream Partners L.P.
Registration Statement on Form S-3
Filed on June 8, 2022
File No. 333-265484
Dear Mr. Bondurant:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Janice Adeloye at 202-551-3034 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 6, 2022
Robert Bondurant
President and Chief Executive Officer
Martin Midstream GP LLC
4200 Stone Road
Kilgore, TX 75662
Re:Martin Midstream Partners L.P.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 3, 2021
File No. 000-50056
Dear Mr. Bondurant:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

January 4, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Keira Nakada and Suying Li

Re:  Martin Midstream Partners L.P.

Form 10-K for the Fiscal Year ended December 31, 2020

Filed March 3, 2021

Form 10-Q for the Quarterly Period Ended September 30, 2021

Filed October 25, 2021

Item 2.02 on Form 8-K Filed October 20, 2021

File No. 000-50056

Dear Keira Nakada and Suying Li:

    This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated December 21, 2021 (the “Comment Letter”). For your convenience, we have repeated the comment of the Staff in bold type face exactly as given in the Comment Letter and set forth below such comment is our response.

Form 10-K for the Fiscal Year Ended December 31, 2020

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49

1.While you refer to “distributable cash flow” and “adjusted free cash flow” as non-GAAP performance measures in your Form 10-K for the fiscal year ended December 31, 2020 and Form 10-Q for the fiscal quarter ended September 30, 2021, they appear to be non-GAAP liquidity measures because they are significant measures to “compare basic cash flows generated by us to the cash distributions we expect to pay our unitholders” and “reflect the amount of cash available for reducing debt, investing in additional capital projects, paying distributions, and similar matters.” Please revise your disclosure to reconcile these non-GAAP liquidity measures to net cash provided by (used in) operating activities, which appears to be the most directly comparable GAAP measure. Please disclose the most directly comparable GAAP measure with equal or greater prominence wherever

U.S. Securities and Exchange Commission
Page 2

January 4, 2022

“distributable cash flow” and “adjusted free cash flow” are disclosed. We refer you to Item 10(e)(1)(i) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. This comment also applies to your Item 2.02 Form 8-K for the fiscal quarter ended September 30, 2021.

In response to the Commission’s comment, the Partnership will revise the non-GAAP reconciliations for “distributable cash flow” and “adjusted free cash flow” in future filings to provide a reconciliation to net cash provided by (used in) operating activities.  In addition, the Partnership will disclose cash provided by (used in) operating activities with equal or greater prominence wherever “distributable cash flow” or “adjusted free cash flow” are disclosed.

If you have any questions regarding the foregoing response or require further information, please contact Robert D. Bondurant, our President and Chief Executive Officer, at (903) 983-6200.

  Sincerely,

  /s/ Robert D. Bondurant

  Robert D. Bondurant

  President and Chief Executive Officer

cc:    Sharon Taylor
         Chris Booth

    David Cannon

United States securities and exchange commission logo
December 21, 2021
Robert Bondurant
President and Chief Executive Officer
Martin Midstream GP LLC
4200 Stone Road
Kilgore, TX 75662
Re:Martin Midstream Partners L.P.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 3, 2021
Form 10-Q for the Quarterly Period Ended September 30, 2021
Filed October 25, 2021
Item 2.02 on Form 8-K Filed October 20, 2021
File No. 000-50056
Dear Mr. Bondurant:
            We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49
1.While you refer to “distributable cash flow” and “adjusted free cash flow” as non-GAAP
performance measures in your Form 10-K for the fiscal year ended December 31, 2020
and Form 10-Q for the fiscal quarter ended September 30, 2021, they appear to be non-
GAAP liquidity measures because they are significant measures to "compare basic cash
flows generated by us to the cash distributions we expect to pay our unitholders” and
“reflect the amount of cash available for reducing debt, investing in additional capital
projects, paying distributions, and similar matters.”  Please revise your disclosure to
reconcile these non-GAAP liquidity measures to net cash provided by (used in) operating
activities, which appears to be the most directly comparable GAAP measure.  Please

 FirstName LastNameRobert Bondurant
 Comapany NameMartin Midstream GP LLC
 December 21, 2021 Page 2
 FirstName LastName
Robert Bondurant
Martin Midstream GP LLC
December 21, 2021
Page 2
disclose the most directly comparable GAAP measure with equal or greater prominence
wherever “distributable cash flow” and “adjusted free cash flow” are disclosed.  We refer
you to Item 10(e)(1)(i) of Regulation S-K and Question 102.10 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.  This comment also
applies to your Item 2.02 Form 8-K for the fiscal quarter ended September 30, 2021.
            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.
            You may contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

June 7, 2019
Robert D. Bondurant
Executive Vice President and Treasurer and Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, TX 75662
Re:Martin Midstream Partners L.P.
Registration Statement on Form S-3
Filed June 4, 2019
File No. 333-231927
Dear Mr. Bondurant:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Lisa Krestynick at 202-551-3056 with any questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources
cc:       Eric Johnson

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MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

June 10, 2019

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE, Mail Stop 3561

Washington, D.C. 20549

Attention: Ms. Lisa Krestynick

Re:    Martin Midstream Partners L.P.

Registration Statement on Form S-3

File No. 333-231927

Dear Ms. Krestynick:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Martin Midstream Partners L.P. (the “Registrant”) hereby requests acceleration of effectiveness of its Registration Statement on Form S-3 (File No. 333-231927), to June 12, 2019 at 4:00 p.m. Eastern Time, or as soon as possible thereafter.

MARTIN MIDSTREAM PARTNERS L.P.

Very truly yours,

/s/ Robert D. Bondurant

Robert D. Bondurant

Executive Vice President and

Chief Financial Officer

June 6, 2019
Robert D. Bondurant
Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
Re:Martin Midstream Partners L.P.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 19, 2019
File No. 000-50056
Dear Mr. Bondurant:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

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MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

May 30, 2019

Mr. Ethan Horowitz

United States Securities and Exchange Commission

Office of Natural Resources

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Martin Midstream Partners LP

Form 10-K for Fiscal Year Ended

December 31, 2018

Filed February 19, 2019

File No. 000-50056

Dear Mr. Horowitz,

This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to the comment provided by the staff (the “Staff”) of the Securities Exchange Commission (the “Commission”) in its comment letter dated May 16, 2019 (the “Comment Letter”).  For your convenience, we have repeated the comment of the Staff in bold type face exactly as given in the Comment Letter and set forth below such comment is our response.

Form 10-K for Fiscal Year Ended December 31, 2018

Notes to Consolidated Financial Statements

Note 24.  Subsequent Events, page 96

1.

 We note you acquired Martin Transport, Inc. on January 2, 2019.  Tell us how you applied Rule 3-05(b) of Regulation S-X to determine the periods for which financial statements of Martin Transport, Inc. were required to be filed in your Form 8-K, as amended on March 19, 2019.

On January 2, 2019 (“the Acquisition Date”), Martin Midstream Partners L.P. (“the Partnership”) acquired Martin Transport Inc. (“the Acquiree”).  In order to determine significance under Rule 3-05(b) of Regulation S-X, the Partnership considered the guidance in the Commission’s Division of Corporation Finance Financial Reporting Manual (“FRM”) section 2015.2 - Financial Statements Used to Measure Significance, which reads:

“Generally, compare the most recent pre-acquisition annual financial statements of the acquired business to the registrant's pre-acquisition consolidated financial statements as of the end of the most recently completed audited fiscal year required to be filed with the SEC. Financial statements of both the acquired business and the registrant used to measure significance must be prepared in accordance with the comprehensive basis of accounting described in Section 2015.3, “Comprehensive Basis of Accounting Used to Measure Significance.”

The Partnership also considered the guidance in FRM 2025.2 - Significance Implementation - Form 10-K Filed Subsequent to Acquisition, which reads:

“Generally, a registrant measures significance using its pre-acquisition consolidated financial statements as of the end of the most recently completed audited fiscal year required to be filed with the SEC. If the acquisition is made after the registrant’s most recent fiscal year end and the registrant files its Form 10-K for the most recent fiscal year before the date financial statements of the acquired business would be required to be filed under Item 9.01 of Form 8-K, the registrant may evaluate significance using the registrant’s financial statements for most recent fiscal year reported in its Form 10-K. Alternatively, the registrant may choose to evaluate significance using the registrant’s financial statements for the most recently completed audited fiscal year required to be on file with the SEC as of the consummation date.”

As of the Acquisition Date, the most recent pre-acquisition annual financial statements of the Acquiree and the Partnership were for the year ended December 31, 2017.

Using the Partnership’s December 31, 2017 financial statements, the Partnership measured the significance of the acquisition under Section 3-05 using the asset test, investment test and income test.

The greatest of the three significance criteria was the result of the income test.  During the performance of the income test, the Partnership considered the guidance in FRM 2025.11 related to the elimination of profit on intercompany sales from the Acquiree to the Partnership noting that the impact on the income test was negligible.  Further, the Partnership considered the guidance in FRM 2030.1 when the greatest of the three calculations described in FRM 2015 exceed 20% but not 40%, which reads:

“Financial statements for the most recent fiscal year (audited) and the latest required interim period (unaudited) that precedes the acquisition (See FRM 2045), and the corresponding interim period of the preceding year (unaudited).”

Further, in determining whether the Partnership should file separate audited financial statements of the Acquiree as of 2017 or 2018, the Partnership considered the guidance in FRM 2045.14 - “Form 8-K - Age of Annual Financial Statements” when an acquired company is not an accelerated filer or large accelerated filer, which reads:

“For purposes of Form 8-K, the staff would not require audited statements of the acquiree's most recently completed year unless the Form 8-K reporting the acquisition was filed 90 days or more after the acquired company's fiscal year-end.”

Based on the consideration of the guidance above, the Partnership filed audited financial statements of the Acquiree as of and for the year ended December 31, 2018 (most recent fiscal year).  The latest interim period does not apply in this case as the 8-K reporting the acquisition was filed on January 4, 2019.  The Partnership understands that financial disclosure regarding acquired businesses is important for an investor to understand the impact of transactions on financial statements.  As the audited financial statements of the Partnership and the Acquiree became available before the date the financial statements of the acquired business would be required to be filed under Item 9.01 of Form 8-K, the Partnership believes that to include the audited financial statements of the Acquiree as of the most recent fiscal year (December 31, 2018) was more beneficial to investors than the 2017 period (the year used to measure significance at the Acquisition Date).

In connection with the above, the Partnership acknowledges the following:

•

 the Partnership is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * *

If you have any questions or comments regarding this letter, please contact our outside legal counsel, Eric Johnson of Locke Lord LLP, at (713) 226-1249 or Robert D. Bondurant, our Chief Financial Officer, at (903) 983-6200.

Martin Midstream Partners L.P.

cc:

 Jeannette Wong

Shannon Buskirk

May 16, 2019
Robert D. Bondurant
Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
Re:Martin Midstream Partners L.P.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 19, 2019
File No. 000-50056
Dear Mr. Bondurant:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2018
Notes to Consolidated Financial Statements
Note 24. Subsequent Events, page 96
1.We note you acquired Martin Transport, Inc. on January 2, 2019.  Tell us how you applied
Rule 3-05(b) of Regulation S-X to determine the periods for which financial statements of
Martin Transport, Inc. were required to be filed in your Form 8-K, as amended on March
19, 2019.
            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.

 FirstName LastNameRobert D. Bondurant
 Comapany NameMartin Midstream Partners L.P.
 May 16, 2019 Page 2
 FirstName LastName
Robert D. Bondurant
Martin Midstream Partners L.P.
May 16, 2019
Page 2
            You may contact Jeannette Wong, Staff Accountant, at (202) 551-2137 or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the
financial statements and related matters.  Please contact Ethan Horowitz, Accounting Branch
Chief, at (202) 551-3311 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
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CORRESP

 MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

 Kilgore,
Texas 75662

 June 6, 2016

Via EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-7010

Attn:

H. Roger Schwall, Assistant Director

Jerard Gibson, Staff Attorney

Re:

Martin Midstream Partners L.P.

Registration Statement on Form S-3

Filed May 17, 2016

File No. 333-211407

 Dear Mr. Schwall and Mr. Gibson:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Martin Midstream Partners L.P. (the “Registrant”)
hereby requests acceleration of effectiveness of its Registration Statement on Form S-3 (File No. 333-211407), to June 8, 2016 at 3:00 p.m. Eastern Time, or as soon as possible thereafter.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, 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 Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert the 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.

 Mr. Schwall and Mr. Gibson

June 6, 2016

 Page 2

Please contact David Taylor of Locke Lord LLP at (713) 226-1496 with any questions you may have concerning this request. In addition,
please notify Mr. Taylor when this request for acceleration has been granted.

Very truly yours,

 /s/ Robert D. Bondurant

Robert D. Bondurant

Executive Vice President, Chief Financial Officer and Director

Mail Stop 4628
June 3, 2016

Robert D. Bondurant
Executive Vice President, Treasurer, and CFO
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662

Re: Martin Midstream Partners L.P.
Martin Midstream Finance Corp.
  Registration Statement on Form S-3
Filed  May 17, 2016
File No.  333-211407

Dear Mr. Bondurant :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 193 3 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.

In the event you request acceleration of the effective date of the pendin g regist ration
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 taking an y 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 disc losure 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.

Robert D. Bondurant
Martin Midstream Partners L.P.
Martin Midstream Finance Corp.
June 3, 2016
Page 2

 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 res ponsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Jerard Gibson, Staff Attorney, at (202) 551 -3473 with any questions.

Sincerely,

 /s/ Timothy S. Levenberg

      for H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: David F. Taylor
Locke Lord LLP

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CORRESP

 [MARTIN MIDSTREAM PARTNERS L.P. LETTERHEAD]

June 27, 2013

 Via
EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Caroline Kim

Re:
Martin Midstream Partners L.P. (the “Company”)

 Registration Statement on Form S-4/A filed on June 24, 2013

 File
No. 333-187825 (the “Registration Statement”)

 Ladies and Gentlemen:

Pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”), we hereby request that the effective date
for the Registration Statement be accelerated so that it will become effective at 10:00 a.m., Washington D.C. time, on Friday, June 28, 2013, or as soon thereafter as possible.

With respect to the Registration Statement, we acknowledge and understand our responsibilities under the Act and the Securities Exchange
Act of 1934, as amended. We also acknowledge that (i) should the Securities and Exchange Commission (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; (ii) 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 (iii) 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.

 [Signature Page Follows]

 Securities and Exchange Commission

 Page 2

 Very truly yours,

/s/ Robert D. Bondurant

 Robert D. Bondurant

 Executive Vice President and

Chief Financial Officer

cc:
Via Email: kimc@sec.gov

 Caroline Kim

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Via Email: ejohnson@lockelord.com

 J. Eric Johnson

 Locke Lord LLP

May 1 , 2013

Via E -mail
Robert Bondurant
Executive Vice President and  Financial  Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662

Re: Martin Midstream Partners L .P.
 Martin Midstream Finance Corp.
 Registration Statement on Form S -4
 Filed April 10 , 2013
 File No . 333-187825

Dear Mr. Bondurant :

 We have limited our review of your registration statement 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 registration statement and providing the
requested information .  Where 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 registration statement and the information you
provide in response to these comments, we may have  additional comments.

Registration Statement on Form S -4

General

1. On April 23, 2013, we issued comments related to your confidential treatment request
filed March 5, 2013.  W e will not be in a position to consider a request  to accelerate the
effectiveness of your  registration statement until all  outstanding issues , including
comments on your pending confidential treatment request , have been resolved .

Mr. Robert Bondurant
Martin Midstr eam Partners L.P.
May 1,  2013
Page 2

 Closing Comments

We urge all persons who are responsible for the accuracy an d adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 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.

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 taking any action with respect
to the filing;
 the a ction 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 contact Caroline Kim, Attorney -Advisor , at (202) 551 -3878 or , in her absence,
Timothy Levenberg, Special Counsel,  at (202) 551 -3707  with any  questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CC: David F. Taylor
 Locke Lord LLP

CORRESP
1
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CORRESP

 Martin Midstream Partners L.P.

 4200 Stone Road

Kilgore, Texas 75662

 (903) 983-6200

April 9, 2013

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Martin Midstream Partners L.P. and Martin Midstream Finance Corp. Exchange Offer and Registration Statement on Form S-4 Filed on April 9, 2013

 Ladies and Gentlemen:

 In connection with the exchange offer (the “Exchange Offer”) being made by Martin Midstream Partners L.P. and Martin Midstream Finance Corp. (together, the “Company”)
pursuant to the prospectus contained in the Registration Statement on Form S-4 filed today with the Securities and Exchange Commission (the “Commission”) and the related letter of transmittal, this letter will confirm the following:

 (1) The Company is registering the Exchange Offer in reliance upon the position of the Staff of the Commission set forth in
the no-action letters issued to: (i) Exxon Capital Holdings Corporation (April 13, 1988); (ii) Morgan Stanley & Co. Incorporated (June 5, 1991) and (iii) Shearman & Sterling (July 2, 1993) (collectively the
“No-Action Letters”).

 (2) The Company has not entered into any arrangement or understanding with any person
to distribute the 7.250% Senior Unsecured Notes due 2021 to be received in the Exchange Offer (the “Exchange Notes”) in exchange for the Company’s outstanding 7.250% Senior Unsecured Notes due 2021 (the “Outstanding
Notes”) and, to the best of the Company’s information and belief, each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary course of its business, (ii) is not participating in and
has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer, (iii) is not an “affiliate” of the Company within the meaning of Rule 405 under the
Securities Act of 1933, as amended (the “Securities Act”) and (iv) did not purchase such Outstanding Notes to be exchanged for Exchange Notes directly from the Company to resell pursuant to Rule 144A under the Securities Act or
another exemption under the Securities Act. In addition, to the best of the Company’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a
distribution of the Exchange Notes. In this regard, the Company will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a
distribution of the Exchange Notes, such person

(i) could not rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. The Company acknowledges that such a secondary resale for the purpose of distributing the Exchange
Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

 (3) A broker-dealer may participate in the Exchange Offer with respect to Outstanding Notes acquired for its own account as a result of market-making or other trading activities; provided, that the
broker-dealer has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes and the Company (i) will make each person participating in the Exchange Offer aware (through
the prospectus for the Exchange Offer) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes
pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in paragraph (2) above in connection with any resale of such Exchange Notes, and (ii) will include in the transmittal
letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision providing that if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a
result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes; however, by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer includes a representation to the effect that by accepting the exchange offer, the exchange
offeree represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

Sincerely,

MARTIN MIDSTREAM PARTNERS L.P.

By:

 Martin Midstream GP LLC,

 its
General Partner

By:

/s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

Executive Vice President and Chief Financial Officer

MARTIN MIDSTREAM FINANCE CORP.

By:

/s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

Executive Vice President and Chief Financial Officer

MARTIN OPERATING GP LLC

By:

 Martin Midstream Partners L.P.,

 its sole Member

By:

 Martin Midstream GP LLC,

 its General Partner

By:

/s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

 Executive Vice President and

Chief Financial Officer

MARTIN OPERATING PARTNERSHIP L.P.

By:

 Martin Operating GP LLC,

 its General Partner

By:

 Martin Midstream Partners L.P.,

 its sole member

By:

 Martin Midstream GP LLC,

 its General Partner

By:

/s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

 Executive Vice President and

Chief Financial Officer

REDBIRD GAS STORAGE LLC

By:

 Martin Operating Partnership L.P.,

 as sole member

By:

 Martin Operating GP LLC,

 as general partner

By:

 Martin Midstream Partners L.P.,

 as sole member

By:

 Martin Midstream GP LLC,

 as general partner

By:

/s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

 Executive Vice President and

Chief Financial Officer

MOP MIDSTREAM HOLDINGS LLC

By:

 Martin Operating Partnership L.P.,

 as sole member

By:

 Martin Operating GP LLC,

 as general partner

By:

 Martin Midstream Partners L.P.,

 as sole member

By:

 Martin Midstream GP LLC,

 as general partner

By:

/s/ Robert D. Bondurant

Name:

Robert D. Bondurant

Title:

 Executive Vice President and

Chief Financial Officer

January 31, 2013

Via Email
Mr. Robert Bondurant
Chief Financial Officer
Martin Midstream GP LLC
The General Partner o f Martin Midstream Partners LP
4200 Stone Road
Kilgore, Texas 75662

Re: Martin Midstream Partners LP
Form 10 -K for Fiscal Year Ended December 31, 2011
Filed March 5, 2012
File No. 000 -50056

Dear Mr. Bondurant :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Ethan Horowitz

 Ethan Horowitz
Branch Chief

CORRESP
1
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		01-15-2013 MMLP SEC Comment Letter Response

MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

January 15, 2013

Mr. Ethan Horowitz

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Martin Midstream Partners LP

Form 10-K for Fiscal Year Ended

December 31, 2011

Filed March 5, 2012

File No. 000-50056

Dear Mr. Horowitz,

This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to the comment provided by the staff (the “Staff”) of the Securities Exchange Commission (the “Commission”) in its comment letter dated December 31, 2012 (the “Comment Letter”). For your convenience, we have repeated the comment of the Staff in bold type face exactly as given in the Comment Letter and set forth below such comment is our response.

Form 10-K for Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements

Note 2 - Significant Accounting Policies

(b) Product Exchanges, page 84

1.

 We note your disclosure of NGL and sulfur product exchanges with third parties recorded at either quoted market prices or lower of cost or market on a gross basis within revenues and costs of products sold. Please explain how your accounting for these transactions is consistent with the guidance of ASC 845-10-30. To further our understanding, in your response, please describe the material terms of your product exchange transactions and identify the amounts recorded in the financial statements as of December 31, 2011 and September 30, 2012 and for the year ended December 31, 2011 and for the three and nine month periods ending September 30, 2012.

The Partnership's product exchange agreements provide for the Partnership's purchase of product from a third party to sell to Partnership customers in a location where the Partnership does not have storage or transportation facilities. In return, the third party agrees to purchase the same volume of product from the Partnership to sell to its customers in a location where the Partnership has storage or transportation facilities, but the third party does not. The products exchanged are identical commodities. The contracts do not require cash payments, except for insignificant location differentials, and continue until each party provides/receives the volume requirements.

The Partnership evaluates its exchange positions by location. In locations where the Partnership is in a net receivable position for a product (the Partnership has not received product at this location), the cost of the product delivered is the recorded amount of the transaction, and since the product is expected to be sold in the near term at current market prices, the exchange is recorded at the lower of cost or market for the particular product based on the principle of net realizable value for the related asset. In locations where the Partnership is in a net payable position (the Partnership has not delivered product at this location), since the Partnership does not have the product on hand, and the Partnership will be required to buy the product on the open market in order to satisfy its position, the exchange payable is recorded at market, which is the cost for the Partnership.

Consistent with the guidance in ASC 845-10-30-3b, the Partnership's nonmonetary exchange transactions are measured based on the Partnership's recorded carrying amount and not at fair value, as these transactions are an exchange of a product in the ordinary course of business to facilitate sales to customers other than the parties to the exchange.

Terms material to the Partnership's product exchange agreements are product type, product quantity, product delivery period, and product delivery location.  The product type specifies the specific commodity to be delivered to and received from the counterparty.  The product quantity represents the commodity volume, in barrels or gallons, that will be exchanged between the counterparties.  The product delivery period represents the specific time period that a volume of a particular commodity will be exchanged between the counterparties.  The product delivery location represents the specific location for which a specified volume of a particular commodity will be delivered or received by each counterparty during a specified time period.

Consistent with the guidance in ASC 845-10-15-6, the Partnership's product exchanges are entered into in contemplation of the offsetting transaction with the counterparty.  As a result, one exchange transaction is legally contingent upon the performance of the offsetting transaction with the same counterparty and they are, therefore, considered a single exchange transaction.  Revenues and cost of sales are not recorded related to these transactions, with the exception of a net exchange location differential.  Net exchange location differentials due to the Partnership are recorded in revenue and net exchange location differentials owed by the Partnership are recorded in cost of sales.

For clarification purposes, in future filings, the Partnership will revise its accounting policy note on product exchanges to read as follows:

“The Partnership enters into product exchange agreements with third parties, whereby the Partnership agrees to exchange NGLs and sulfur with third parties.  The Partnership records the balance of exchange products due to other companies under these agreements at quoted market product prices and the balance of exchange products due from other companies at the lower of cost or market.  Cost is determined using the first-in, first-out (“FIFO”) method.  Product exchanges with the same counterparty are entered into in contemplation of one another and are combined. The net amount related to location differentials is reported in “Product sales” or “Cost of products sold” on the Consolidated Statement of Operations.

As of December 31, 2011, the Partnership had product exchange receivable and product exchange payable balances of $17,646,000 and $37,313,000, respectively, each shown separately on the face of our Consolidated Balance Sheet.  As of September 30, 2012, the Partnership had product exchange receivable and product exchange payable balances of $5,455,000 and $27,908,000, respectively, each shown separately on the face of our Consolidated and Condensed Balance Sheet.

For the year ended December 31, 2011, the Partnership's exchange activity resulted in a $209,000 increase in product sales and an $8,000 increase in cost of products sold in the Partnership's Consolidated Statement of Operations.

For the three months ended September 30, 2012, the Partnership's exchange activity resulted in a $273,000 increase in product sales and a $95,000 increase in cost of products sold in the Partnership's Consolidated and Condensed Statement of Operations.

For the nine months ended September 30, 2012, the Partnership's exchange activity resulted in a $617,000 increase in product sales and a $331,000 increase in cost of products sold in the Partnership's Consolidated and Condensed Statement of Operations.

In connection with the above, the Partnership acknowledges the following:

•

 the Partnership is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * *

If you have any questions or comments regarding this letter, please contact our outside legal counsel, David Taylor of Locke Lord LLP, at (713) 226-1496 or Robert D. Bondurant, our Chief Financial Officer, at (903) 983-6200.

Martin Midstream Partners L.P.

cc:

 Svitlana Sweat

Shannon Buskirk

CORRESP
1
filename1.htm

Correspondence Letter

 2800 JPMorgan Chase Tower, 600 Travis

 Houston, TX 77002

 Telephone: 713-226-1200

Fax: 713-223-3717

www.lockelord.com

David Taylor

 Direct
Telephone: 713-226-1496

 Direct Fax: 713-229-2565

 dtaylor@lockelord.com

 January 3, 2013

 VIA EDGAR

 Mr. Ethan Horowitz

United States Securities and Exchange Commission

Division of Corporate Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Martin Midstream Partners L.P.

Form 10-K for Fiscal Year Ended

 December 31, 2011

 Filed March 5, 2012

File No. 000-50056

 Dear
Mr. Horowitz,

 As was indicated by telephone on January 3, 2013, Martin Midstream Partners L.P. has advised that it
expects to be able to respond by January 30, 2013 to the comments of the staff of the Securities and Exchange Commission contained in the letter dated December 31, 2012. The delay in response is attributable to the amount of time necessary
to gather the requested information and the limited availability of the accounting staff due to vacation schedules in the first couple of weeks of January. The additional time should be sufficient to compile the information needed to properly
respond to the comments.

 If you would like to discuss any of these matters, please call me at 713-226-1496.

Very truly yours,

 /s/ David Taylor

David Taylor

cc:

Svitlana Sweat

Robert D. Bondurant

Shannon Buskirk

Chris H. Booth

Securities and Exchange Commission

Martin Midstream Partners L.P.

 Atlanta, Austin, Chicago, Dallas, Hong Kong, Houston, London, Los Angeles, New Orleans, New York, Sacramento, San
Francisco, Washington DC

December 31 , 2012

Via Email
Mr. Robert Bondurant
Chief Financial Officer
Martin Midstream GP LLC
The General Partner o f Martin Midstream Partners LP
4200 Stone Road
Kilgore, Texas 75662

Re: Martin Midstream Partners LP
 Form 10-K for Fiscal Year Ended
 December 31, 2011
Filed March 5, 2012
File No. 00 0-50056

Dear Mr. Bondurant :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
respon se to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements

Note 2 – Significant Accounting Policies

(b)  Product Exchanges, page 84

1. We note your disclosure of N GL and sulfur product exchanges with third parties recorded
at either quoted market prices or lower of cost or market on a gross basis within revenues
and costs of products sold.  Please explain how your accounting for these transactions is
consistent with  the guidance of ASC 845 -10-30.  To further our understanding, in your
response, please describe the material terms of your product exchange transactions and

Mr. Robert Bondurant
Martin Midstream Partners LP
December 31, 2012
Page 2

 identify the amounts recorded in the financial statements as of December 31, 2011 and
September 30 , 2012 and for the year ended December 31, 2011 and for the three  and nine
month periods ending September 30, 2012.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t to the filing; and

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

You may contact Svitlana Sweat , Staff Accountant , at 202-551-3326, or Shannon
Buskirk, Staff Accountant, at 202 -551-3717,  if you have questions regarding comments on the
financial statements and related matters.  Please contact me at 202-551-3311  with any other
questions .

Sincerely,

 /s/ Ethan Horowitz

 Ethan  Horowitz
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        December 23, 2009

Mr. Robert D. Bondurant
Executive Vice President and Chief Financial Officer Martin Midstream Partners L.P. 4200 Stone Road Kilgore, Texas  75662
 Re: Martin Midstream Partners L.P.
   Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 4, 2009
  File No.  0-50056

 Dear Mr. Bondurant:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

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MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

December 9, 2009

Gary Newberry

United States Securities Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Martin Midstream Partners L.P.

Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 4, 2009

Original Commission Comments Dated September 24, 2009

Martin Midstream Partners L.P. Response Letter Dated October 22, 2009

Additional Commission Comments Dated November 16, 2009

File No. 0-50056

          This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to
the comments provided by the staff (the “Staff”) of the Securities Exchange Commission (the
“Commission”) in its additional comment letter dated November 16, 2009 (the “Additional Comment
Letter”). For your convenience, we have repeated the comment of the Staff in bold type face
exactly as given in the Additional Comment Letter and set forth below such comment is our response.

Form 10-K for the Fiscal Year Ended December 31, 2008

    1.

    We note your responses to our comment letter dated September 24, 2009. Please revise your
Form 10-K for the year ended December 31, 2008 to disclose the information you provided to us.

          We have considered your recommendation and respectfully submit our response thereto. The
Partnership does not believe a revision of our Form 10-K for the year ended December 31, 2008 is
necessary and respectfully requests you consider the following explanations to support our
position:

a. All of the requested disclosures, except the compensation discussion and analysis
(“CD&A”) (which is not required in interim reporting), were included in the September 30,
2009 Form 10-Q and the Partnership has committed to including these disclosures in future
filings. With regard to the comment requesting expanded disclosure of discussion of both
short-term and long-term liquidity, the September 30, 2009 Form 10-Q includes extensive
discussion of the liquidity situation of the Partnership as of the date of the Form 10-Q
including the Partnership’s plans to refinance its credit agreement, which is now the most
relevant information for users.

b. The December 31, 2008 Form 10-K included disclosure of the following matters
providing information to users:

     i. Related party relationships and transaction amounts included in financial
statements captions were included in MD&A and in the notes to the consolidated financial
statements, respectively (but not on the face of the consolidated statement of
operations).

     ii. Terms of derivative contracts involving commodity and interest rate derivatives
were included in both MD&A and the notes to the consolidated financial statements.

c. With due consideration to the extensive disclosure included in the September 30, 2009
Form 10-Q related to the Commission’s comments, management does not consider the additional
disclosure as it relates to the 2008 Form 10-K to be material and none of the comments result
in changes to the consolidated financial statements included therein.

d. With respect to the requested revisions to CD&A, we note that these were not included
in the Partnership’s Form 10-Q filed November 4, 2009 since such disclosure is not required
in interim reports. However, we note that the Partnership does not view the changes to such
disclosure as material due to the fact that the revisions further clarify that the
compensation policies with respect to the officers of the Partnership’s general partner are
under the control of the private company owner of the Partnership’s general partner. Thus,
many of the items that are to be disclosed in CD&A for typical issuers are not relevant to
the Partnership.

e. The filing of a December 31, 2008 Form 10-K/A may confuse users since no balances in
the consolidated financial statements would change and all the disclosures requested by the
SEC Staff (other than CD&A) have been provided on a current basis in the September 30, 2009
Form 10-Q filed November 4, 2009. For your convenience, we have attached to this letter the
Partnership’s September 30, 2009 Form 10-Q which is marked to show where we added disclosure
as a result of the original comment letter.

f. The timeframe for amending the 2008 Form 10-K is very late in the fourth quarter of
the subsequent year and the 2009 Form 10-K will be filed relatively soon.

g. With due consideration of the above matters, the filing of a December 31, 2008 Form
10-K/A will be a costly process with minimal benefit to the users.

     As noted above, while we believe the changes made to the Partnership’s disclosure enhanced our
recent Form 10-Q filing, and will enhance future disclosure, we do not believe that amending our
prior filing will provide investors with meaningful disclosure relevant to investment decisions
with respect to the Partnership.

     In connection with the above, the Partnership acknowledges the following:

    •

    the Partnership is responsible for the adequacy and accuracy of the disclosure in
the filing;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

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

* * * *

     We would be pleased to discuss this issue in further detail. If you have any questions or
comments regarding this letter, please contact our outside legal counsel, Neel Lemon of Baker Botts
L.L.P., at (214) 953-6954 or Robert D. Bondurant, our Chief Financial Officer, at (903) 983-6200.

Martin Midstream Partners L.P.

    cc:

    Ms. Sandra Eisen

Mr. Chris White

Mr. Parker Morrill

Ms. Anne Nguyen Parker

EXHIBIT A

The Partnership’s September 30, 2009 Form 10-Q filed on November 4, 2009 is attached with marked
disclosures which are indexed below to comments 1-19 included in the Commission’s Comment Letter
dated September 24, 2009. These marked disclosures address the Commission’s comments with the
exception of comment 13 which answer Staff questions relating to the Commodity Cash Flow Hedges
Note; comments 14-16 relating to the compensation discussion and analysis, which is not required
in interim reporting; and, comment 17 relating to a 10-K Index to Exhibits reference not
required in interim reporting.

INDEX

    Comment

    Page(s)

    1

    50–53

    2

    61–71

    3

    55–56

    4

    73–74

    5

    84

    6

    85–86

    7

    83

    8

    3

    9

    16

    10

    16

    11

    27–33

    12

    3

    18

    95, 97

    19

    42

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    2001 ROSS AVENUE
DALLAS, TEXAS
75201-2980

TEL +1 214.953.6500
FAX +1 214.953.6503
www.bakerbotts.com

    ABU DHABI
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON

    Chad Burkhardt
TEL +1 214.953.6420
FAX +1 214.661.4420
chad.burkhardt@bakerbotts.com

November 23, 2009

VIA EDGAR

Mr. Gary Newberry

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Martin Midstream Partners L.P.

Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 4, 2009

Form 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009 Filed

May 6, 2009 and August 5, 2009

File No. 0-50056

Dear Mr. Newberry:

     As was indicated to you by telephone last week, Martin Midstream Partners L.P. has advised
that it expects to be able to respond by December 14, 2009 to the comments of the staff of the
Securities and Exchange Commission contained in the letter dated November 16, 2009. The delay in
response is attributable to the amount of time necessary to gather the requested information. The
additional time should be sufficient to compile the information needed to respond to the comments.

     If you would like to discuss any of these matters, please call me at 214.953.6420 or Neel
Lemon at 214.953.6954.

    Very truly yours,

Chad Burkhardt

    cc:

    Sandra Eisen

Chris White

Anne Nguyen Parker

Parker Morrill

Securities and Exchange Commission

    Ruben S. Martin

Robert D. Bondurant

Chris H. Boot

Martin Midstream Partners L.P.

    Neel Lemon

Baker Botts L.L.P.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        November 16, 2009

Mr. Robert D. Bondurant
Executive Vice President and Chief Financial Officer Martin Midstream Partners L.P. 4200 Stone Road Kilgore, Texas  75662
 Re: Martin Midstream Partners L.P.
   Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 4, 2009
  Form 10-Q for the Fiscal Quarters Ended March 31, 2009
and June 30, 2009 Filed May 6, 2009 and August 5, 2009 Response Letter Dated October 22, 2009
  File No.  0-50056

 Dear Mr. Bondurant:
We have reviewed your response letter and have the following comment.  Where
indicated, we think you should revise your document in response to this comment.  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 information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Form 10-K for the Fiscal Year Ended December 31, 2008

 1. We note your responses to our comment letter dated September 24, 2009.  Please revise your Form 10-K for the year ended December 31, 2008 to disclose the information you provided to us.

Mr. Robert D. Bondurant
Martin Midstream Partners L.P. November 16, 2009 Page 2

Closing Comments

As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment 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 response to our comment.
You may contact Gary Newberry at (202) 551-3761, Sandra Eisen at (202) 551-
3864, or Chris White, Branch Chief, at (202) 551-3461 if you have questions regarding comments on the financial statements and related matters.  Please contact Parker Morrill at (202) 551-3696, or me at (202) 551-3611 with any other questions.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

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MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

October 22, 2009

Gary Newberry

United States Securities Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:

     Martin Midstream Partners L.P.

Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 4, 2009

Form 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009 Filed May 6, 2009
and August 5, 2009

File No. 0-50056

          This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to
the comments provided by the staff (the “Staff”) of the Securities Exchange Commission (the
“Commission”) in its comment letter dated September 24, 2009 (the “Comment Letter”). For your
convenience, we have repeated each comment of the Staff in bold type face exactly as given in the
Comment Letter and set forth below such comment is our response.

Form 10-K for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis, page 46

    1.

    MD&A requires not only a “discussion” but also an “analysis” of known material trends,
events, demands, commitments and uncertainties. Consider revising to include an “Overview”
section describing the most important matters on which you are focusing in evaluating your
financial condition and operating performance. To enhance an investor’s understanding of your
business, you should provide insight regarding material opportunities, challenges and risks on
which you are focused in both the short and long term, as well as the steps you are taking to
address them. For example, with respect to changes from period to period, you state that many
of the changes were “primarily a result of recent acquisitions and capital projects.” What
types of acquisitions and capital projects are you engaged in, and how do these fit into your
short term and long term objectives? Were there other factors contributing to the changes?
In revising your discussion in this section, please refer to the Commission’s Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and Results of
Operations. See SEC Release No. 33-8350, http://www.sec.gov/rules/interp/33-8350.htm and
Release No. 33-6835,
http://www.sec.gov/rules/interp/33-6835.htm.

    The Partnership acknowledges the Staff’s comment and will in future filings revise its
disclosure accordingly.

    2.

    You sometimes refer to two or more sources as components that contributed to a material
change. For example, on page 57, Terminalling and Storage Segment — Operating Expenses, you
state that an increase in operating expenses was due to recent acquisitions and capital
projects, increased operating activities, and increased costs in those operating activities.
Ensure you quantify the amount of the change that was contributed by each of these factors.
See Section III.D of SEC Release 33-6835.

    The Partnership acknowledges the Staff’s comment and will in future filings revise its
disclosure accordingly. For example, the discussion referenced above will be changed to
quantify the amount of the respective changes as shown below:

    Operating expenses. Operating expenses increased $4.0 million, or 32%, for the year ended
December 31, 2007, compared to the year ended December 31, 2006. These increased operating
expenses resulted from $1.7 million due to recent acquisitions, $0.3 million from capital
projects placed into service during the end of 2006 and throughout 2007 and $2.0 million
from costs associated with increased operating activities at our terminals.

Critical Accounting Policies, page 47

    3.

    The disclosure of critical accounting estimates should supplement the description of your
accounting policies presented in your financial statements footnotes. Provide an analysis of
those uncertainties involved in applying your accounting policies, why such estimates or
assumptions bear the risk of change or whether such estimates or assumptions are reasonably
likely to change in the future. Refer to Financial Reporting Codification 501.14.

    The Partnership acknowledges the Staff’s comments and will in future filings include the
following additional narratives relevant to the reporting period:

    Goodwill

    Significant changes in these estimates and assumptions could materially affect the
determination of fair value for each reporting unit which could give rise to future
impairment. Changes to these estimates and assumptions can include, but may not be limited
to, varying commodity prices, volume changes and operating costs due to market conditions
and/or alternative providers of services.

    Environmental Liabilities and Litigation

    Because the outcomes of both contingent liabilities and litigation are difficult to predict,
when accounting for these situations, significant management judgment is required. Amounts
paid for contingent liabilities and litigation have not had a materially adverse effect
on our operations or financial condition and we do not anticipate that they will in the
future.

    Allowance for Doubtful Accounts

    The Company’s management closely monitors potentially uncollectible accounts. Estimates of
uncollectible amounts are revised each period, and changes are recorded in the period they
become known. If there is a deterioration of a major customer’s creditworthiness or actual
defaults are higher than the historical experience, management’s estimates of the
recoverability of amounts due to the Company could potentially be adversely affected. These
charges have not had a materially adverse effect on our operations or financial condition.

    Asset Retirement Obligation

    Estimates of future asset retirement obligations include significant management judgment and
are based on projected future retirement costs. Such costs could differ significantly when
they are incurred. Revisions to estimated asset retirement obligations can result from
changes in retirement cost estimates due to surface repair, and labor and material costs,
revisions to estimated inflation rates and changes in the estimated timing of abandonment.
For example, the Company does not have access to natural gas reserves information related to
our gathering systems to estimate when abandonment will occur.

Liquidity and Capital Resources, page 61

    4.

    We note your statement that you believe your cash generated from operations and your
borrowing capacity under your credit facility will be sufficient to meet your liquidity needs
in 2009. Within this section, please discuss the basis for this statement. Also, given that
the bulk of your contractual cash obligations are due within 1 - 3 years from the end of 2008,
please expand your discussion to cover liquidity on both a short-term and long-term basis.

    The Partnership intends to re-finance its existing credit facility in the fourth quarter of
2009 to meet its current cash obligations for ongoing working capital needs and general
partnership purposes, and to finance future permitted investments, acquisitions and capital
expenditures. The Partnership is currently in negotiations with the parties to its existing
credit facility to accomplish such re-financing. Disclosure in the Partnership’s future
filings will reflect the terms of any such re-financed credit facility and the Partnership
will expand its discussions on liquidity accordingly to reflect the Staff’s comments above.

Quantitative and Qualitative Disclosures about Market Risk, page 66

    5.

    For your commodity price risk exposure, provide the following information under Regulation
S-K Item 305(a)(1)(i)(A)(1) and instructions to paragraph 305(a):

    •

    The fair value of the instruments, and

    •

    Contract terms sufficient to determine future cash flows from these
instruments.

In this regard, we note that amounts in the table should be the annual amount by year,
rather than the monthly amount. Further, provide the meaning and

relationship of the dollar amount disclosed to the annual quantities disclosed, and whether
this dollar amount is the weighted average fixed pay or receive amount.

The Partnership acknowledges the Staff’s comments and will in future filings revise the
table to include fair value and contract terms in the manner below:

The
relevant payment indices for our various commodity contracts are as follows:

    •

    Natural gas contracts — monthly posting for Columbia Gulf Transmission Co.,
Mainline as posted in Platts Inside FERC’s Gas Market Report;

    •

    Crude oil contracts — WTI NYMEX average for the month of the daily closing
prices; and

    •

    Natural gasoline contracts — Mt. Belvieu Non-TET average monthly postings as
reported by the Oil Price Information Service (OPIS).

Hedging Arrangements in Place

As of December 31, 2008

    Commodity

    Commodity

    Fair Value

    Fair Value

    Price

    Price

    Asset

    Liability

    Period

    Underlying

    Notional Volume

    We Receive

    We Pay

    (In Thousands)

    (In Thousands)

    January
2009-December 2009

    Natural Gas

    360,000 (MMBtu)

    Index

    $9.025/Mmbtu

    $
    1,033

    $
    —

    January
2009-December 2009

    Crude Oil

    36,000 (BBL)

    Index

    $69.08/bbl

    565

    —

    January
2009-December 2009

    Crude Oil

    36,000 (BBL)

    Index

    $70.90/bbl

    628

    —

    January
2009-December 2009

    Crude Oil

    12,000 (BBL)

    Index

    $70.45/bbl

    204

    —

    January
2009-December 2009

    Natural Gasoline

    24,000 (BBL)

    Index

    $86.42/bbl

    1,193

    —

    January
2010-December 2010

    Crude Oil

    24,000 (BBL)

    Index

    $69.15/bbl

    132

    —

    January
2010-December 2010

    Crude Oil

    36,000 (BBL)

    Index

    $72.25/bbl

    300

    —

    January
2010-December 2010

    Crude Oil

    12,000 (BBL)

    Index

    $104.80/bbl

    453

    —

    January
2010-December 2010

    Natural Gasoline

    12,000 (BBL)

    Index

    $94.14/bbl

    584

    —

    $
    5,092

    $
    —

    6.

    For your interest rate risk, include a discussion and description of the instruments or
positions omitted from your quantitative market risk disclosure information required by Item
305(a)(2).

    The Partnership acknowledges the Staff’s comments and will in future filings provide the
following information in a tabular format to include fair value and contract terms in the
manner shown below:

    We manage a portion of our interest rate risk with interest rate swaps, which reduce our
exposure to changes in interest rates by converting variable interest rates to fixed
interest rates. Pursuant to the terms of the interest rate swap agreement, we pay a fixed
rate and
receive an interest payment based on the three-month LIBOR + 200 basis points. The net

    difference to be paid or received under the interest rate swap agreement is settled
quarterly and is recognized as an adjustment to interest expense.

    At December 31, 2008, we are party to interest rate swap agreements with Royal Bank of
Canada as shown below:

Interest Rate Swaps

As of December 31, 2008

    Interest

    Notional

    Rate

    Fair Value

    Fair Value

    Amount

    Interest Rate

    We

    Asset

    Liability

    Date of Swap

    Maturity

    (In Thousands)

    We Pay

    Receive

    (In Thousands)

    (In Thousands)

    October 2008

    October 2010

    $
    40,000

    LIBOR + 200 basis points

    2.820
    %

    $
    —

    $
    812

    January 2006

    January 2010

    $
    25,000

    LIBOR + 200 basis points

    3.400
    %

    —

    1,370

    September 2007

    September 2010

    $
    25,000

    LIBOR + 200 basis points

    4.605
    %

    —

    542

    December 2006

    March 2010

    $
    30,000

    LIBOR + 200 basis points

    4.765
    %

    —

    1,303

    November 2006

    December 2009

    $
    40,000

    LIBOR + 200 basis points

    4.820
    %

    —

    1,335

    March 2006

    November 2010

    $
    75,000

    LIBOR + 200 basis points

    5.250
    %

    —

    5,418

    $
    —

    $
    10,780

    7.

    Provide summarized market risk information for the preceding year and the reasons for
material quantitative changes in market risk exposures between these years. Refer to Item
305(a).

    The Partnership acknowledges the Staff’s comments and will revise its disclosure in future
filings as follows:

    We are exposed to the impact of market fluctuations in the prices of natural gas, NGLs and
condensate as a result of gathering, processing and sales activities. Our exposure to these
fluctuations is primarily in the gas processing component of our business. Gathering and
processing revenues are earned under various contractual arrangements with gas producers.
Gathering revenues are generated through a combination of fixed-fee and index-related
arrangements. Processing revenues are generated primarily through contracts which provide
for processing on percent-of-liquids and
percent-of-proceeds bases.

1. Percent-of-liquids contracts: Under these contracts, we receive a fee in the
form of a percentage of the NGLs recovered, and the producer bears all the cost of
the natural gas shrink. Therefore, our margins increase during periods of high NGL
prices and decrease during periods of low NGL prices.

2. Percent-of-proceeds contracts: Under percent-of-proceeds contracts, we
generally gather and process natural gas on behalf of producers, sell the resulting
residue gas and NGLs at market prices and remit to producers an agreed upon
percentage of the proceeds based on an index price. In other cases, instead of
remitting cash payments to the producer, we deliver an agreed upon percentage of the
residue gas and NGLs to the producer and sell the volumes we keep to third parties
at market prices. Under these types of contracts, our revenues and gross margins

increase as natural gas prices and NGL prices increase, and our revenues and gross
margins decrease as natural gas prices and NGL prices decrease.

Market risk associated with gas processing margins by contract type, and gathering and
transportation margins as a percent of total gross margin remained consistent as contract
mix and volumes associated with the various contracts did not
materially differ for the twelve-month periods ending December 31, 2008 and 2007.

The aggregate effect of a hypothetical $1.00/Mmbtu increase or decrease in the natural gas
price index would result in an approximate annual gross margin change of $0.6 million. In
addition, the aggregate effect of a hypothetical $10.00/Bbl increase or decrease in the
crude oil price index would result in an approximate annual gross margin change of $1.4
million.

Prism Gas has entered into hedging transactions through 2010 to protect a portion of its
commodity exposure from these contracts. These hedging arrangements are in the form of swaps
for crude oil, natural gas and natural gasoline.

Consolidated Statements of Operations, page 73

    8.

    Please revise your statements of operations to include depreciation and amortization in costs
of products sold, or reword the costs of products sold line item to clarify that depreciation
and amortization is excluded. Refer to SAB Topic 11:B.

    The Partnership acknowledges the Staff’s comments and will in future filings revise the
“Cost of products sold” caption to read: “Cost of products sold (exclusive of depreciation
and amortization shown separately below)”.

Notes to Consolidated Financial Statements

Note 11 — Investments in Unconsolidated Entities and Joint Ventures, page 89

    9.

    As required by Regulation S-X Rule 4-08(e)(2), disclose the amount of consolidated retained
earnings which represents the undistributed earnings for your equity method investments.

    10.

    Describe any restrictions on t

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    2001 ROSS AVENUE
DALLAS, TEXAS
75201-2980

TEL +1 214.953.6500
FAX +1 214.953.6503
www.bakerbotts.com

    ABU DHABI
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON

    Chad Burkhardt
TEL +1 214.953.6420
FAX +1 214.661.4420
chad.burkhardt@bakerbotts.com

September 29, 2009

VIA EDGAR

Mr. Gary Newberry

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Martin Midstream Partners L.P.

Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 4, 2009

Form 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009 Filed
May 6, 2009 and August 5, 2009

File No. 0-50056

Dear Mr. Newberry:

     As was indicated to you by telephone last week, Martin Midstream Partners L.P. has advised
that it expects to be able to respond by October 22, 2009 to the comments of the staff of the
Securities and Exchange Commission contained in the letter dated September 24, 2009. The delay in
response is attributable to the amount of time necessary to gather the requested information. The
additional time should be sufficient to compile the information needed to respond to the comments.

     If you would like to discuss any of these matters, please call me at 214.953.6420 or Neel
Lemon at 214.953.6954.

Very truly yours,

/s/ Chad Burkhardt

Chad Burkhardt

    cc:

    Sandra Eisen

    Ruben S. Martin

    Chris White

    Robert D. Bondurant

    Anne Nguyen Parker

    Chris H. Booth

    Parker Morrill

    Martin Midstream Partners L.P.

    Securities and Exchange Commission

    Neel Lemon

    Baker Botts L.L.P.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        September 24, 2009

Mr. Robert D. Bondurant
Executive Vice President and Chief Financial Officer Martin Midstream Partners L.P. 4200 Stone Road Kilgore, Texas  75662
 Re: Martin Midstream Partners L.P.
   Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 4, 2009
  Form 10-Q for the Fiscal Quarters Ended March 31, 2009
and June 30, 2009 Filed May 6, 2009 and August 5, 2009
  File No.  0-50056

 Dear Mr. Bondurant:
We have reviewed your filing and have the following comments.  Please provide
a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with 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 filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Form 10-K for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis…, page 46
1. MD&A requires not only a “discussion” but also an “analysis” of known material
trends, events, demands, commitments and uncertainties.  Consider revising to include an “Overview” section describing the most important matters on which you are focusing in evaluating your financial condition and operating

Mr. Robert D. Bondurant
Martin Midstream Partners L.P.
September 24, 2009 Page 2

performance. To enhance an investor’s understanding of your business, you should provide insight regarding material opportunities, challenges and risks on which you are focused in both the short and long term, as well as the steps you are taking to address them.  For example, with respect to changes from period to period, you state that many of the changes were “primarily a result of recent acquisitions and capital projects.”  What types of acquisitions and capital projects are you engaged in, and how do these fit into your short term and long term objectives?  Were there other factors contributing to the changes?  In revising your discussion in this section, please refer to the Commission’s Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.  See SEC Release No. 33-8350, http://www.sec.gov/rules/interp/33-8350.htm
 and Release No. 33-6835,
http://www.sec.gov/rules/interp/33-6835.htm .

2. You sometimes refer to two or more sources as components that contributed to a material change.  For example, on page 57, Terminalling and Storage Segment – Operating Expenses, you state that an increase in operating expenses was due to recent acquisitions and capital projects, increased operating activities, and increased costs in those operating activities.  Ensure that you quantify the amount of the change that was contributed by each of these factors.  See Section III.D of SEC Release 33-6835.
 Critical Accounting Policies, page 47

 3. The disclosure of critical accounting estimates should supplement the description of your accounting policies presented in your financial statements footnotes.  Provide an analysis of those uncertainties involved in applying your accounting policies, why such estimates or assumptions bear the risk of change or whether such estimates or assumptions are reasonably likely to change in the future.  Refer to Financial Reporting Codification 501.14.

Liquidity and Capital Resources, page 61

4. We note your statement that you believe your cash generated from operations and your borrowing capacity under your credit facility will be sufficient to meet your liquidity needs in 2009.  Within this section, please discuss the basis for this statement. Also, given that the bulk of your contractual cash obligations are due within 1-3 years from the end of 2008, please expand your discussion to cover liquidity on both a short-term and long-term basis.

Mr. Robert D. Bondurant
Martin Midstream Partners L.P.
September 24, 2009 Page 3

Quantitative and Qualitative Disclosures about Market Risk, page 66
5. For your commodity price risk exposure, provide the following information under Regulation S-K Item 305(a)(1)(i)(A)(1) and instructions to paragraph 305(a):

• The fair value of the instruments, and
• Contract terms sufficient to determine future cash flows from those instruments.

In this regard, we note that amounts in the table should be the annual amount by year, rather than the monthly amount.  Further, provide the meaning and relationship of the dollar amount disclosed to the annual quantities disclosed, and whether this dollar amount is the weighted average fixed pay or receive amount.
 6. For your interest rate risk, include a discussion and description of the instruments or positions omitted from your quantitative market risk disclosure information required by Item 305(a)(2).
 7. Provide summarized market risk information for the preceding year and the reasons for material quantitative changes in market risk exposures between these years.  Refer to Item 305(a)(3).
 Consolidated Statements of Operations, page 73

 8. Please revise your statements of operations to include depreciation and amortization in costs of products sold, or reword the costs of products sold line item to clarify that depreciation and amortization is excluded.  Refer to SAB Topic 11:B.

Notes to Consolidated Financial Statements

Note 11 – Investments in Unconsolidated Entities and Joint Ventures, page 89

9. As required by Regulation S-X Rule 4-08(e)(2), disclose the amount of consolidated retained earnings which represents undistributed earnings for your equity method investments.
 10. Describe any restrictions on the ability of your equity method investments to transfer funds to you in the form of dividends, loans or advances, and the amount of such restricted net assets as of the end of Fiscal Year 2008.  Refer to Regulation S-X Rule 4-08(e)(3)(i)-(ii).

Mr. Robert D. Bondurant
Martin Midstream Partners L.P.
September 24, 2009 Page 4

Note 14 – Related Party Transactions, page 93
 11. Your disclosure shows your related party revenues and cost of sales for each fiscal year, along with operating and general expenses.  Expand your disclosures to more completely describe the nature of the relationship and a description of the transactions, as required by Statement of Financial Accounting Standards 57.  In particular, address why you appear to have incurred a gross loss on products sold to related parties.
 12. If deemed material, identify and state the amount of your related party transactions on the face of your financial statements under Regulation S-X Rule 4-08(k).
 Note 16 – Commodity Cash Flow Hedges, page 96

 13. We note the $2.6 million loss classified into 2008 earnings.  With regard to this item, tell us the following:

• The facts and circumstances regarding these hedges and related transactions that led to a net loss on the combination of the hedging instrument and the hedge transaction,
• How you evaluated the effectiveness of the hedge in the periods prior to the loss,
• How and where the reported loss was recorded in your financial statements, and
• The facts and circumstances regarding the deferred gains of $1,534 and deferred losses of $116 pertaining to these hedges that remain in AOCI.

Compensation Discussion and Analysis, page 111

14. We note that your CD&A omits substantially all of the disclosure required by Item 402(b) of Regulation S-K. Please either revise this section to include all the required information or provide us with the analysis you used to determine that you are not required to comply in full with this Item.
 15. You state that “Our allocation for the costs incurred by Martin Resource Management in providing compensation and benefits to its employees who serve as the Named Executive Officers is….based upon estimates of the relative amounts of time that these employees devote to the business and affairs of our general partner and to the business and affairs of Martin Resource Management. We bear substantially less than a majority of Martin Resource Management’s costs of providing compensation and benefits to the Named Executive Officers.”

Mr. Robert D. Bondurant
Martin Midstream Partners L.P.
September 24, 2009 Page 5

Explain in greater detail how the allocation process works.  For each NEO, state what percentage of their time is actually spent working on partnership matters, as well as the corresponding compensation they earn for that work.
 16. We note that Martin Resource Management uses “market data” and “relevant compensation surveys” as a reference when setting compensation levels and compensation program elements. Please describe in detail the “market data” and “relevant compensation surveys” that were used.
 Index to Exhibits, page 129

 17. Exhibit 10.1 has been incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K, filed November 11, 2004.  This 8-K does not appear in EDGAR. Please provide the correct reference.
 Exhibits 31.1 and 31.2

 18. We note that the title of the certification required by Exchange Act Rule 13a-14(a) does not conform to the exact wo rding required by Regulation S-K Item
601(b)(31).  In future filings, the exhibits’ title should be revised as “certifications”.
 Form 10-Q for the Quarter Ended June 30, 2009

 Consolidated Statement of Operations, page 3

 19. We note the other operating income reported due to the sale of the Mont Belvieu facility.  Tell us how you determined that this asset group was not a component of an entity, which would be subject to the reporting requirements of Statement of Financial Accounting Standards 144, paragraphs 41-44.

Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your 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 Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. Robert D. Bondurant
Martin Midstream Partners L.P. September 24, 2009 Page 6

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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Gary Newberry at (202) 551-3761, Sandra Eisen at (202) 551-
3864, or Chris White, Branch Chief, at (202) 551-3461 if you have questions regarding comments on the financial statements and related matters.  Please contact Parker Morrill at (202) 551-3696, or me at (202) 551-3611 with any other questions.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        July 16, 2007

Mr. Robert D. Bondurant
Executive Vice President and Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, TX  75662

 Re: Martin Midstream Partners L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 5, 2007
  File No. 000-50056

Dear Mr. Bondurant:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

MARTIN MIDSTREAM PARTNERS L.P.

4200 Stone Road

Kilgore, Texas 75662

July 6, 2007

Ms. April Sifford

Branch Chief

Securities Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Martin Midstream Partners L.P.

    Form 10-K for the Fiscal Year Ended December 31, 2006 Filed March 5, 2007

    File No. 000-50056

          This letter sets forth the response of Martin Midstream Partners L.P. (the “Partnership”) to
the comments provided by the staff (the “Staff”) of the Securities Exchange Commission (the
“Commission”) in its comment letter dated June 8, 2007 (the “Comment Letter”). For your
convenience, we have repeated each comment of the Staff in bold type face exactly as given in the
Comment Letter and set forth below such comment is our response.

Form 10-K for the Fiscal Year Ended December 31, 2006

Selected Financial Data, page 46

    1.

    It appears that you disclosed the cash dividends declared per common unit for the 4th quarter
of each period presented. Please revise to disclose the cash dividends declared per common
unit for each year presented.

    The Partnership acknowledges the Staff’s comment and will in future filings revise its
disclosure accordingly.

Financial Statements and Supplementary Data, page 71

Note (2) Significant Accounting Policies, page 80

(b) Product Exchanges, page 80

    2.

    Please explain to us how your accounting for product exchanges is consistent with EITF 04-13.
In this regard, describe for us the following:

    a) a detailed description of your product exchange agreements;

    The Partnership’s product exchange agreements provide for the Partnership’s purchase of
product from a third party to sell to Partnership customers in a location where the
Partnership does not have storage or transportation facilities. In return, the third party
agrees to purchase the same volume of product from the Partnership to sell to its customers
in a location where the Partnership has storage or transportation facilities, but the third
party does not. The products exchanged are identical commodities. The contracts do not
require cash payments and continue until each party provides/receives the volume
requirements.

    The Partnership evaluates its exchange positions by location. In locations where the
Partnership is in a net receivable position for a product (the Partnership has not received
product at this location), the exchange is recorded at the lower of cost or market for the
particular product based on the principle of net realizable value for the related asset. In
locations where the Partnership is in a net payable position (Partnership has not delivered
product at this location), the exchange payable is recorded at market as the Partnership
would be required to buy the product on the open market in order to satisfy its position,
which is the cost for the Partnership.

    b) whether you view the product exchanges as single exchange transactions and the basis for
your conclusion; and

    The Partnership’s product exchanges are entered into in contemplation of the offsetting
transaction with the counterparty. As a result, one inventory transaction is legally
contingent upon the performance of the offsetting transaction with the same counterparty and
they are, therefore, considered a single exchange transaction.

    c) the amounts you have recorded in your statements of operations related to the product
exchange transactions.

    The receipts and deliveries of exchanges are effectively recorded at cost in cost of
products sold. For fiscal year 2006, the exchange activity resulted in a $178,000 increase
in cost of products sold.

(d) Revenue recognition, page 81

    3.

    We note that you recognize sulfur and fertilizer revenue when the customer takes title to the
product. Please expand your policy footnote to clarify whether the risks and rewards of
ownership are assumed by the customer when it takes title to the product.

    The Partnership acknowledges the Staff’s comment and will in future filings expand its
disclosure to clarify that the risks and rewards of ownership are assumed by the customer
when it takes title to the product. The Partnership intends to revise its disclosure as
follows: “Revenues are recognized when the products are delivered, which occurs when the
customer has taken title and has assumed the risks and rewards of ownership based on
specific contract terms at either the shipping or delivery point.”

Note (4) Acquisitions, page 87

(g) Bay Sulfur Asset Acquisition, page 89

    4.

    We note that you acquired the operating assets and sulfur inventories of Bay Sulfur Company.
Please explain to us how you determined that the acquired operating assets constituted a
business under the guidance set forth by EITF 98-3. Refer to paragraph 9 of SF AS 141 for
additional guidance.

    The Partnership purchased all the operating assets of Bay Sulfur Company in April, 2005 and
concluded that the acquired assets constituted a business pursuant to guidelines provided in
EITF 98-3.

    The Partnership determined that it acquired all the business elements of Bay Sulfur Company
necessary to continue normal, self-sustaining operations. These business elements included
all of its long-lived assets, molten sulfur purchase contracts, all employees, all
management and operational processes, and all of its prilled sulfur sales contracts which
allowed the Partnership to sustain a revenue stream by providing manufactured prilled sulfur
to the customers acquired from Bay Sulfur Company.

Waskom Gas Processing Company Financial Statements. Financial Statement Schedule Pursuant to
Item 15(a)(2)

    5.

    We note that you present the balance sheet of Waskom Gas Processing Company as of December
31, 2006, and the related statement of income, partners’ capital and cash flows for the year
ended December 31, 2006. Rule 3-09(b) of Regulation S-X requires separate financial statements
to be presented to be as of the same dates and for the same periods as the audited financial
statements required by Rules 3-01 and 3-02 of Regulation S-X. Please tell us how the exclusion
of the balance sheet of Waskom as of December 31, 2005, and the related statement of income,
partners’ capital and cash flows for either the year ended December 31, 2005 or the period
from Martin Midstream Partners L.P. acquisition to December 31, 2005 is compliant with Rule
3-09.

    The Partnership owned Waskom Gas Processing Company for approximately 40 days during fiscal
year 2005. Based on the financial results for fiscal year 2005 Waskom Gas Processing
Company did not meet the conditions for a “Significant Subsidiary” as set forth in Rule
1-02(w) and therefore the financial statements of Waskom Gas Processing Company for 2005
were not required by Rule 3-09. In addition, as Waskom Gas Processing Company was owned
only 40 days in 2005 and based on the amounts relative to the
total Partnership results, it
was determined that separate financial statements for 2005 would not
be material information
required for the fair presentation of the 2006 annual report. Selected financial
information for 2005 for Waskom Gas Processing is included in footnote 10 of the Partnership’s Annual Report on Form 10-K for the year ended December
31, 2006.

Form 8-K filed May 7, 2007

Distributable Cash Flow, page 9

    6.

    We note that you reconcile Distributable Cash Flow, a non-GAAP financial measure, to net
income. Based on your disclosure on page 2 that you use distributable cash flow as a measure
of liquidity to show your cash flow after the satisfaction of capital and related requirements
of operations, please reconcile Distributable Cash Flow to the nearest GAAP liquidity measure,
which would be cash flows provided (used) by operating activities.

    The Partnership acknowledges the Staff’s comment and will in future reconciliations, include
the following language.

    “However, from time to time, the Partnership uses certain non-GAAP financial measures such
as distributable cash flow because the Partnership’s management believes that this measure
may provide users of this financial information with meaningful comparisons between current
results and prior reported results and a meaningful measure of the Partnership’s cash
available to pay distributions. Distributable cash flow should not be considered an
alternative to cash flow from operating activities or any other measure of financial
performance in accordance with generally accepted accounting principles in the United
States.”

    The Partnership believes that distributable cash flow is a measure of its performance as its
partnership agreement requires it to distribute available cash on a quarterly basis. In
this light, the Partnership believes that a reconciliation to net income is appropriate. In
addition, the Partnership believes that the GAAP measure most directly comparable to
distributable cash flow is net income and that the revisions to the wording shown above,
which will be contained in the Partnership’s future press releases, will clarify this
comparison. Thus, the Partnership believes that it should continue to reconcile
distributable cash flow to net income.

In connection with the above, the Partnership acknowledges the following:

    •

    the Partnership is responsible for the adequacy and accuracy of the disclosure
in the filing;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

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

* * * *

          If you have any questions or comments regarding this letter, please contact our outside legal
counsel, Neel Lemon of Baker Botts L.L.P., at (214) 953-6954 or Robert D. Bondurant, our Chief
Financial Officer, at (903) 983-6200.

Martin Midstream Partners L.P.

    cc:

    Mr. Ryan Milne

    Ms. Kimberly Calder

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        June 8, 2007

Mr. Robert D. Bondurant
Executive Vice President and Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, TX  75662

 Re: Martin Midstream Partners L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 5, 2007
  File No. 000-50056

Dear Mr. Bondurant:

We have reviewed your Form 10-K for the fiscal year ended December 31, 2006,
and have the following comments.  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 document 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 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 filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Robert D. Bondurant
Martin Midstream Partners L.P.
June 8, 2007 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2006

Selected Financial Data, page 46

1. It appears that you disclosed the cash dividends declared per common unit for the 4
th quarter of each period presented.  Please revise to disclose the cash dividends
declared per common unit for each year presented.

Financial Statements and Supplementary Data, page 71

Note (2) Significant Accounting Policies, page 80

(b) Product Exchanges, page 80

2. Please explain to us how your accounting for product exchanges is consistent with EITF 04-13.  In this regard, describe for us the following:

a) a detailed description of your product exchange agreements;

b) whether you view the product exchanges as single exchange transactions and the basis for your conclusion; and

c) the amounts you have recorded in your statements of operations related to the product exchange transactions.

(d) Revenue recognition, page 81

3. We note that you recognize sulfur and fertilizer revenue when the customer takes title to the product.  Please expand your policy footnote to clarify whether the risks and rewards of ownership are assumed by the customer when it takes title to the product.

Note (4) Acquisitions, page 87

(g) Bay Sulfur Asset Acquisition, page 89

4. We note that you acquired the operating assets and sulfur inventories of Bay Sulfur Company.  Please explain to us how you determined that the acquired operating assets constituted a business under the guidance set forth by EITF 98-3.  Refer to paragraph 9 of SFAS 141 for additional guidance.

Mr. Robert D. Bondurant
Martin Midstream Partners L.P.
June 8, 2007 Page 3

Waskom Gas Processing Company Financial Statements, Financial Statement Schedule
Pursuant to Item 15(a)(2)

5. We note that you present the balance sheet of Waskom Gas Processing Company as of December 31, 2006, and the related statement of income, partners’ capital and cash flows for the year ended December 31, 2006.  Rule 3-09(b) of Regulation S-X requires separate financial statements to be presented to be as of the same dates and for the same periods as the audited financial statements required by Rules 3-01 and 3-02 of Regulation S-X.  Please tell us how the exclusion of the balance sheet of Waskom as of December 31, 2005, and the related statement of income, partners’ capital and cash flows for either the year ended December 31, 2005 or the period from Martin Midstream Partners L.P. acquisition to December 31, 2005 is compliant with Rule 3-09.

Form 8-K filed May 7, 2007

Distributable Cash Flow, page 9

6. We note that you reconcile Distributable Cash Flow, a non-GAAP financial measure, to net income.  Based on your disclosure on page 2 that you use distributable cash flow as a measure of liquidity to show your cash flow after the satisfaction of capital and related requirements of operations, please reconcile Distributable Cash Flow to the nearest GAAP liquidity measure, which would be cash flows provided(used) by operating activities.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies 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 Exchange Act of 1934 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.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. Robert D. Bondurant
Martin Midstream Partners L.P.
June 8, 2007 Page 4

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Ryan Milne at (202) 551-3688 or Kimberly Calder at (202) 551-3701, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f