SecProbe.io

CORRESP
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April 2, 2026

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-294735)
of Plains GP Holdings, L.P. (the “Registrant”)

Ladies and Gentlemen:

On behalf of the Registrant,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above-referenced Registration Statement be accelerated to 4:30 p.m., Eastern Time, on April 6, 2026, or as soon thereafter
as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Vinson &
Elkins L.L.P., by calling Scott Rubinsky at (713) 758-3287.

If you need additional information,
please contact me at (713) 646-4100.

    Very truly yours,

    Plains GP Holdings,
    L.P.

    By:
    PAA GP Holdings
    LLC, its general partner

    By:
    /s/
    Richard McGee

    Name:
    Richard McGee

    Title:
    Executive Vice President, General
    Counsel and Secretary

333 Clay Street, Suite
1600   n   Houston, Texas 77002   n   713-646-4100 or 800-564-3036

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           April 1, 2026

Willie Chiang
Chief Executive Officer
Plains GP Holdings, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002

       Re: Plains GP Holdings, L.P.
           Registration Statement on Form S-3
           Filed March 30, 2026
           File No. 333-294735
Dear Willie Chiang:

       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 Irene Barberena-Meissner at 202-551-6548 with any
questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:    Scott Rubinsky, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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September 15, 2023

Via EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100
F. Street, NE

Washington, DC 20549

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-274400)
of Plains GP Holdings, L.P. (the “Registrant”)

Ladies and Gentlemen:

On behalf of the Registrant,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above-referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on Tuesday, September 19, 2023, or
as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Vinson & Elkins L.L.P., by calling David Oelman at (713) 758-3708.

If you need additional information,
please contact me at (713) 646-4100.

    Very truly yours,

    Plains GP Holdings, L.P.

    By:
    PAA GP Holdings LLC, its general partner

    By:
    /s/ Chris Herbold

    Name:
    Chris Herbold

    Title:
    Senior Vice President, Finance and Chief
    Accounting Officer

333 Clay Street, Suite
1600 ■ Houston, Texas 77002 ■ 713/646-4100 or
800-564-3036

United States securities and exchange commission logo
September 14, 2023
Willie Chiang
Chief Executive Officer
Plains GP Holdings, L.P.
333 Clay Street, Suite 1600
Houston, TX 77002
Re:Plains GP Holdings, L.P.
Registration Statement on Form S-3
Filed September 7, 2023
File No. 333-274400
Dear Willie Chiang:
            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 Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David P. Oelman

United States securities and exchange commission logo
June 16, 2023
Al Swanson
Chief Financial Officer
Plains GP Holdings LP
333 Clay Street, Suite 1600
Houston , Texas 77002
Re:Plains GP Holdings LP
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 1, 2023
File No. 001-36132
Dear Al Swanson:
            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 Energy & Transportation

CORRESP
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May 25, 2023

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:          Plains
GP Holdings LP

Form 10-K for the Fiscal Year
ended December 31, 2022

Filed March 1, 2023

File No. 001-36132

Ladies and Gentlemen:

Set forth below is the response
of Plains GP Holdings, L.P. (the “Company”, “we,” “us” or “our”) to the comment received
from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter dated May 12, 2023, with respect to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31,
2022, File No. 001-36132, filed with the Commission on March 1, 2023 (the “Annual Report”).

For your convenience, our
response is prefaced by the exact text of the Staff’s comment in bold, italicized text. All references to page numbers and
captions correspond to the Annual Report unless otherwise specified.

Form 10-K for the Fiscal Year ended
December 31, 2022

Financial Statements

Note 19 - Commitments and Contingencies,
page F-54

 1. We note your disclosure
                                            concerning the crude oil release from the Las Flores to Gaviota Pipeline (Line 901), indicating
                                            that as of December 31, 2022 you recognized a long-term receivable of $225 million for
                                            costs that you believe are probable of recovery from insurance, net of deductibles and amounts
                                            already collected.

However, you also have disclosure
on page 91, explaining that in the fourth quarter of 2022, insurers responsible for the majority of your remaining insurance coverage
of the Line 901 incident, formally communicated a denial of coverage.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

May 25, 2023

Page 2

We generally believe that an
asset should not be recognized for a claim for recovery from a party that is asserting that it is not liable for indemnification, absent
a clear basis for concluding that the amounts are probable of recovery. If a clear basis has been established, the rationale should be
apparent from the accompanying disclosure, consistent with the guidance in footnote 49 to the Answer to Question 2 of SAB Topic 5Y.

Tell us how you are able to support
your view that the long-term receivable amounts are probable of recovery, considering the insurers' denial of coverage and the various
uncertainties expressed in your disclosure on page 91, including factors that could impact the timing and amount of recovery, or
adversely impact your assessment, the possibility the insurers could become insolvent, and your inability to provide any assurance that
actual recoveries will not vary significantly from the long-term receivable amount.

If you believe that you are able
to provide persuasive rationale also submit the disclosure revisions that you propose to address the disclosure concerns for both Plains
GP Holdings LP, and your public subsidiary Plains All American Pipeline LP.

Alternatively, if you are unable
to provide adequate support for your view that the long-term receivable amounts are probable of recovery, you will need to revise the
financial statements of both entities to eliminate the receivable and recognize the loss.

RESPONSE: In connection with drafting
the disclosure included in the footnotes to the financial statements, we carefully considered the guidance referenced in your letter
(i.e., footnote 49 to the Answer to Question 2 of SAB Topic 5Y), which provides as follows:

“The staff believes there is
a rebuttable presumption that no asset should be recognized for a claim for recovery from a party that is asserting that it is not liable
to indemnify the registrant. Registrants that overcome that presumption should disclose the amount of recorded recoveries that are being
contested and discuss the reasons for concluding that the amounts are probable of recovery.”

We also considered the guidance previously included
in footnote 18 to paragraph 25 of the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Concepts No. 6
in developing our understanding of “probable” to refer to that which can reasonably be expected or believed on the basis
of available evidence or logic but is neither certain nor proved.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

May 25, 2023

Page 3

The disclosure included in Note 19 – Commitments
and Contingencies on page F-58, which is excerpted below, includes both the amount of recorded recoveries that are being contested
and the reasons for concluding that the amounts are probable of recovery. Specifically, our disclosure sets forth the following reasons
supporting our belief that the $225 million of disputed recovery is probable of collection:

 (i) our analysis of the terms of the underlying
                                            insurance policies as applied to the facts and circumstances that comprise our claim for
                                            reimbursement,

 (ii) our experience with the cost submissions
                                            and timely collection of claims for the $275 million collected to date for this incident
                                            under the same insurance program as the denied claims, including from some of the same insurers
                                            who are now denying claims,

 (iii) our extensive legal review and assessment
                                            of the insurer’s claimed basis for denial of coverage, which review and assessment
                                            includes the advice of external legal counsel experienced in these type of matters and solidly
                                            supports our belief that our insurers are required to provide coverage based on the terms
                                            of the policies and the nature of our claims, and

 (iv) the financial strength of the insurance
                                            carriers as determined by an independent credit ratings agency.

While all of the above reasons solidly support
our belief that recovery of the reimbursement is probable, we also believe it was entirely appropriate to mention in our disclosure the
items that you refer to as “the various uncertainties expressed in your disclosure on page 91”. We note that the guidance
referenced in your letter does not require that our view regarding the probability of recovery be completely free from all doubt or certain,
and we believe it would be potentially misleading not to acknowledge the existence of such uncertainties. For example, the timing of
the recovery will be dictated by factors that are not certain, such as the length of time it takes to complete the arbitration proceedings.
While we initiated arbitration proceedings in March of 2023 and currently anticipate that the proceedings will continue into late
2024, there is inherent uncertainty as to the timing of any type of legal proceeding and the actual length of time it takes to conduct
and conclude these proceedings could be longer or shorter than we anticipate. We intend to update our financials and related disclosures
as we receive additional information and clarity with respect to the anticipated timing of the arbitration proceedings. Additionally,
while we believe it is highly unlikely that any of the insurers will become insolvent given that each of them is (and was at the time
of the filing of the Annual Report) rated investment grade (i.e., “A” or higher) by both AM Best and Standard &
Poor’s, such occurrence remains a possibility that we believe should be disclosed and acknowledged. Finally, regarding the reference
in your letter to the statement in our Annual Report that “we cannot provide assurance” that the actual recoveries will not
vary significantly from our estimated recoveries, we note that our use of the term “assurance” in this context was intended
to be consistent with the common understanding of this term as being interchangeable with the terms “insure” or “guaranty”.
Given the inherent risk in all litigation/arbitration proceedings, we are not in a position to provide such a level of certainty to our
investors, and, as referenced above, we do not believe that the referenced guidance requires such a level of certainty in order to rebut
the presumption of non-collectability. Accordingly, we do not believe it is inconsistent to acknowledge that we cannot provide such “assurance”
or certainty regarding collection while at the same time hold the view that the recovery of the reimbursement receivable is probable.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

May 25, 2023

Page 4

In our opinion, simply generally acknowledging
the existence of such uncertainties is “good disclosure” that is consistent with the guidance contained in Item 303(b)(3) of
Regulation S-K regarding critical accounting estimates and does not undermine our disclosed conclusion that recovery of the insurance
receivable is probable, especially considering the clear and specific reasons therefor included in our disclosure.

We believe that the disclosure included in Note
19 – Commitments and Contingencies meets the disclosure requirements identified in SAB Topic 5Y and provides persuasive and clear
rationale and basis for our conclusion that the insurance receivable is probable of recovery.

Excerpt from Note 19 - Commitments and
Contingencies, page F-58:

Insurers responsible for
$185 million of the remaining $225 million of coverage formally communicated a denial of coverage for the Class Action
Settlement generally alleging that some or all damages encompassed by the Class Action Settlement are not covered by their policies
and that all or some portion of the $275 million for which Plains has already received insurance reimbursement does not properly
exhaust the underlying policies that paid those sums. The insurer responsible for the final $40 million of coverage under such insurance
program has not yet responded to our reimbursement demand. We intend to vigorously pursue recovery from our insurers of all amounts for
which we have claimed reimbursement. We believe that our claim for reimbursement from our insurers of the Class Action Settlement
payment is strong and that our ultimate recovery of such amounts is probable. Our belief is based on: (i) our analysis of the terms
of the underlying insurance policies as applied to the facts and circumstances that comprise our claim for reimbursement, (ii) our
experience with the cost submissions and timely collection of claims for the $275 million collected to date for this incident under
the same insurance program as the denied claims, including from some of the same insurers who are now denying claims, (iii) our
extensive legal review and assessment of the insurer’s claimed basis for denial of coverage, which review and assessment includes
the advice of external legal counsel experienced in these type of matters and solidly supports our belief that our insurers are required
to provide coverage based on the terms of the policies and the nature of our claims, and (iv) the financial strength of the insurance
carriers as determined by an independent credit ratings agency. Various factors could impact the timing and amount of recovery of our
insurance receivable, including future developments that adversely impact our assessment of the strength of our coverage claims, the
outcome of any dispute resolution proceedings with respect to our coverage claims and the extent to which insurers may become insolvent
in the future. An unfavorable resolution could have a material impact on our results of operations.

*	     *	     *	     *	     *

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

May 25, 2023

Page 5

Please contact David Oelman
of Vinson & Elkins L.L.P. at (713) 758-3708 if you have any questions with respect to the foregoing or if any additional or
supplemental information is required by the Staff.

    Very truly yours,

    PLAINS GP HOLDINGS, L.P.

    By:
    PAA GP Holdings
    LLC

    By:
    /s/ Al Swanson

    Name:
    Al Swanson

    Title:
    Chief Financial Officer

Enclosures

cc:           David
Oelman, Vinson & Elkins L.L.P.

Richard McGee, General Counsel,
Plains GP Holdings, L.P.

United States securities and exchange commission logo
May 12, 2023
Al Swanson
Chief Financial Officer
Plains GP Holdings LP
333 Clay Street, Suite 1600
Houston , Texas 77002
Re:Plains GP Holdings LP
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 1, 2023
File No. 001-36132
Dear Al Swanson:
            We have limited our review of your filing to the financial statements and related
disclosures 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 the Fiscal Year ended December 31, 2022
Financial Statements
Note 19 - Commitments and Contingencies, page F-54
1.We note your disclosure concerning the crude oil release from the Las Flores to Gaviota
Pipeline (Line 901), indicating that as of December 31, 2022 you recognized a long-term
receivable of $225 million for costs that you believe are probable of recovery from
insurance, net of deductibles and amounts already collected.

However, you also have disclosure on page 91, explaining that in the fourth quarter of
2022, insurers responsible for the majority of your remaining insurance coverage of the
Line 901 incident, formally communicated a denial of coverage.

We generally believe that an asset should not be recognized for a claim for recovery from
a party that is asserting that it is not liable for indemnification, absent a clear basis for
concluding that the amounts are probable of recovery. If a clear basis has been

 FirstName LastName Al Swanson
 Comapany NamePlains GP Holdings LP
 May 12, 2023 Page 2
 FirstName LastName
 Al Swanson
Plains GP Holdings LP
May 12, 2023
Page 2
established, the rationale should be apparent from the accompanying disclosure, consistent
with the guidance in footnote 49 to the Answer to Question 2 of SAB Topic 5Y.

Tell us how you are able to support your view that the long-term receivable amounts
are probable of recovery, considering the insurers' denial of coverage and the various
uncertainties expressed in your disclosure on page 91, including factors that could impact
the timing and amount of recovery, or adversely impact your assessment, the possibility
the insurers could become insolvent, and your inability to provide any assurance that
actual recoveries will not vary significantly from the long-term receivable amount.

If you believe that you are able to provide persuasive rationale also submit the disclosure
revisions that you propose to address the disclosure concerns for both Plains GP Holdings
LP, and your public subsidiary Plains All American Pipeline LP.

Alternatively, if you are unable to provide adequate support for your view that the long-
term receivable amounts are probable of recovery, you will need to revise the financial
statements of both entities to eliminate the receivable and recognize the loss.
            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.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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January 3, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-268843)
of Plains GP Holdings, L.P. (the “Registrant”)

Ladies and Gentlemen:

On behalf of the Registrant,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above-referenced Registration Statement be accelerated to 3:00 p.m., Eastern Time, on Thursday, January 5, 2023, or as soon
thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Vinson & Elkins L.L.P., by calling David Oelman at (713) 758-3708.

If you need additional information,
please contact me at (713) 646-4100.

    Very truly yours,

    Plains GP Holdings, L.P.

    By:
    PAA GP Holdings LLC, its general partner

    By:
    /s/ Richard McGee

    Name:
    Richard McGee

    Title:
    Executive Vice President, General Counsel and Secretary

333 Clay Street, Suite 1600 g
Houston, Texas 77002 g  713/646-4100 or 800-564-3036

United States securities and exchange commission logo
December 23, 2022
Willie Chiang
Chairman of the Board and Chief Executive Officer
PLAINS GP HOLDINGS, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002
Re:PLAINS GP HOLDINGS, L.P.
Registration Statement on Form S-3
Filed December 16, 2022
File No. 333-268843
Dear Willie Chiang:
            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 Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Oelman, Esq.

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October 14, 2022

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-267726)
of Plains GP Holdings, L.P. (the “Registrant”)

Ladies and Gentlemen:

On behalf of the Registrant,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above-referenced Registration Statement be accelerated to 3:00 p.m., Eastern Time, on Tuesday, October 18, 2022, or as
soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Vinson & Elkins L.L.P., by calling David Oelman at (713) 758-3708 or Alan Beck at (713) 758-3638.

If you need additional information,
please contact me at (713) 646-4100.

    Very truly yours,

    Plains GP Holdings, L.P.

    By:
    PAA GP Holdings LLC, its general partner

    By:
    /s/ Richard McGee

    Name:
    Richard McGee

    Title:
    Executive Vice President, General Counsel and
    Secretary

333 Clay Street, Suite
1600 ■ Houston, Texas 77002 ■ 713/646-4100 or 800-564-3036

United States securities and exchange commission logo
October 13, 2022
Willie C. Chiang
Chief Executive Officer
Plains GP Holdings LP
333 Clay Street
Suite 1600
Houston, TX 77002
Re:Plains GP Holdings LP
Registration Statement on Form S-3
Filed October 4, 2022
File No. 333-267726
Dear Willie C. Chiang:
            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 Arthur Tornabene-Zalas at (202) 551-3162 or Kevin Dougherty, Staff
Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Oelman, Esq.

United States securities and exchange commission logo
August 29, 2022
Willie Chiang
Chairman and Chief Executive Officer
Plains GP Holding, L.P.
333 Clay Street
Suite 1600
Houston, TX 77002
Re:Plains GP Holdings, L.P.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-36132
Dear Mr. Chiang:
            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 Energy & Transportation

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August 5, 2022

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:
    Plains GP Holdings, L.P.

    Form 10-K for Fiscal Year Ended December 31, 2021

    Filed March 1, 2022

    File No. 001-36132

Ladies and Gentlemen:

Set forth below are the responses
of Plains GP Holdings, L.P. (the “Company,” “we,” “us” or “our”) to comments received
from the staff of the Division of Corporation Finance Office of Energy & Transportation (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) by letter dated July 25, 2022, with respect to the Company’s
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2021, File No. 001-36132, filed with the Commission on March 1,
2022 (the “Form 10-K”).

For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. We have included our prior
responses to the Staff’s comments but have supplemented those responses with the information appearing in bold text. All
references to page numbers and captions correspond to the Form 10-K unless otherwise specified.

We note that a number of the
Staff’s comments in its July 25 letter request information for periods subsequent to December 31, 2021. Where applicable,
we have included responsive information for the period beginning on January 1, 2022 and continuing through the close of our second
quarter, June 30, 2022; please note that we believe our disclosures were accurate at the time of filing (and remain accurate) and
that most of this information was not available to us at the time the Form 10-K was filed on March 1, 2022. Our inclusion of
any such responsive information should not be considered as an indication that we regard such information as material to the Company or
its operations, that we intend to amend the Form 10-K to include such information or that such information will necessarily be included
in future filings by the Company. Any such determinations with respect to materiality or inclusion in future filings will be made based
on the facts and circumstances in existence at the time of preparation of such filings.

333 Clay Street, Suite 1600 g
Houston, Texas 77002 g  713/646-4100 or 800-564-3036

Securities and Exchange Commission

August 5, 2022

Page 2

Form 10-K filed March 1, 2022

Management's Discussion and Analysis of
Financial Condition and Results of Operations, page 73

 1. We note your response to
                                            prior comment 2 and reissue it in part. Please tell us about and quantify future capital
                                            expenditures for climate-related projects, including amounts you have budgeted or expect
                                            to incur.

RESPONSE:     We
acknowledge the Staff’s comment and advise the Staff that our “climate-related” projects are designed to manage and
reduce our greenhouse gas (GHG) emissions or our energy consumption. To that end, we assess and, where feasible, adopt technologies to
increase efficiencies and reduce GHG emissions. To date, the majority of our efforts have resulted in changes to our business practices
and have not included significant capital expenditures. The capital expenditures associated with adopting technologies to reduce GHG emissions
and increase efficiencies have not been material to our operations and totaled less than $1.5 million per year for the years ending December 31,
2021, 2020 and 2019, respectively.

In June, we announced plans
to install a battery energy storage system at our natural gas liquids fractionation and storage facility in Sarnia, Ontario. The system
is designed to reduce the facility’s power draw from Ontario’s electric grid during periods of peak power demand and could
be considered “climate-related.” We expect to incur total costs of approximately $5 million associated with this project during
the years ending December 31, 2022 and 2023, which amount we do not regard as material to the Company or its operations. We do not
have any additional “climate-related” capital expenditures budgeted at this time.

To the extent we incur material
capital expenditures related to climate-related projects in the future, we will include appropriate disclosure in our filings with the
Commission.

 2. Your response to prior comment 3 stating that, to date, "you believe variations in the volumes
in overall hydrocarbon products [you] handle have been primarily driven by underlying supply and demand factors and the level of drilling
activity in the areas where [you] operate, rather than as a result of direct or indirect consequences of climate-related regulation or
business trends" appears inconsistent with your disclosure on page 67 of your Form 10-K that your and your customers’
operations are subject to a "number of risks arising out of the threat of climate change, energy conservation measures, or initiatives
that stimulate demand for alternative forms of energy that could result in ... a reduced demand for the crude oil and natural gas"
and that "[t]he potential impact of changing demand for crude oil and natural gas services and products may have a material adverse
effect on PAA’s business, financial condition, results of operations and cash flows." As requested in our prior comment, please
revise to provide expanded disclosure discussing increased competition to develop innovative new services that result in lower emissions
as an indirect consequence of climate-related regulation or business trend.

RESPONSE:     We
acknowledge the Staff’s comment and advise the Staff that we have not identified any material indirect consequences of climate-related
regulation or business trends that have had, or are expected to have, a material impact on our business, financial condition, liquidity
or results of operations. We currently disclose that, to the extent demand for the products we handle declines, our operations could be
materially adversely impacted. To date, we believe variations in the volumes in overall hydrocarbon products we handle have been primarily
driven by underlying supply and demand factors and the level of drilling activity in the areas where we operate, rather than as a result
of direct or indirect consequences of climate-related regulation or business trends. We do not regard such statement of belief regarding
our actual experience to date as being inconsistent with risk factor language that identifies “potential” future outcomes
that “could” occur. We included the risk factor you identified on page 67 of our Form 10-K because we think it is
appropriate to identify, as a potential future risk, that we may experience declines in demand for our services to the extent demand for
hydrocarbons declines as a result of increasing use of non-hydrocarbon-based energy, even though we have not experienced this impact to
date. Finally, we also have not experienced any material competition to our service delivery model as a result of innovative “lower-emission”
services being provided by our competitors. We believe all of these potential risks are clearly and appropriately addressed in our
filings. Please refer to “Risk Factors—Risks Related to Laws and Regulations Impacting PAA’s Business—Changes
in supply and demand for the products PAA handles, which can be caused by a variety of factors outside of its control, can negatively
affect its operating results.”

Securities and Exchange Commission

August 5, 2022

Page 3

To the extent climate-related
regulation or business trends result in material direct or indirect consequences to our business, we will include appropriate disclosure
in our future filings with the Commission.

 3. We note your response to our prior comment 4 and reissue it in part. Please tell us about and quantify
weather-related damages to your property or operations and weather-related impacts to the cost of insurance coverage after December 31,
2021.

In addition, we note your response
states that you are not aware of any material indirect weather-related impacts on major customers or suppliers for the periods covered
in your Form 10-K. However, you disclose on page 55 of your Form 10-K that the location of some of your customers' assets
in the U.S. Gulf Coast region makes them particularly vulnerable to hurricane or tropical storm risk. Please provide expanded disclosure
that more thoroughly addresses the potential for indirect weather-related impacts that have affected or may affect your customers or suppliers.

RESPONSE:     We
acknowledge the Staff’s comment and advise the Staff that, to date, we have not experienced any material physical effects of climate
change on our assets, operations or results and we do not currently expect any material changes in the future.

Securities and Exchange Commission

August 5, 2022

Page 4

Severe weather and other natural
disasters could adversely impact our property and operations. However, we have not experienced any material weather-related damage to
our property or operations as a result of hurricanes, tropical storms or other extreme weather events. While portions of our property
and operations have been temporarily impacted by severe weather-related events in the past, such damage has not been material to our operations.
Total expenses associated with weather related incidents averaged less than $1 million per year, or 0.06% of Field operating costs for
the three-year period ended December 31, 2021. Similarly, total expenses due to weather related damage to our property and operations
through the second quarter of 2022 have not been material and were consistent with the annual rate of such expenditures for the three-year
period ended December 31, 2021.

As disclosed in our Form 10-K,
we maintain various types and varying levels of insurance to cover our operations and properties, and we self-insure certain risks, including
named windstorms. We do not believe that recent weather-related events have significantly impacted the cost or availability of insurance
coverage, and we have not incurred any significant losses as a result of our self-insurance of certain of these risks. Our total insurance
expense has consistently averaged less than 4% of Field operating costs per year over the three-year period ending December 31, 2021.
In addition, for the first half of 2022, we did not experience any increases in the costs of insurance due to weather related events
or incidents. While it is possible that weather-related events could impact the cost or availability of insurance coverage in the
future, we are not able to quantify, with any degree of certainty, those potential impacts at this time.

We have a diverse supplier
and customer base and are not aware of any material indirect weather-related impacts on major customers or suppliers during the periods
covered in our 2021 Form 10-K. We do not regard such statement of awareness regarding the business and operations of third parties
as being inconsistent with the inclusion of risk factor language on page 55 of our Form 10-K that references the reality that
the location of some of our customers’ assets in the U.S. Gulf Coast region makes them vulnerable to hurricane or tropical storm
risk. We also believe that these disclosures are appropriate and sufficient for our investors (especially considering that we have indicated
that we are not aware of any material indirect weather-related impacts on our major customers or suppliers) and that it would be inappropriate
for us to speculate about the specifics of “potential indirect weather-related impacts” that “have affected or may affect”
our customers or suppliers.

However, we will continue
to evaluate the impact of the physical effects of climate change on the Company and our customers and suppliers and will describe such
effects in future filings with the Commission if and when they become material to our operations

Securities and Exchange Commission

August 5, 2022

Page 5

 4. We note your response to
                                            prior comment 6 and reissue it in part. Please quantify amounts you expect to incur for the
                                            purchase or sale of carbon credits or offsets for any future periods.

RESPONSE:    We
acknowledge the Staff’s comment and advise the Staff that costs to purchase carbon credits or offsets in any jurisdiction have not
been material to our financial condition or results of operations in the periods covered by our Form 10-K. Our costs to purchase
carbon credits in all jurisdictions averaged less than $5 million per year, or 0.04% of Field operating costs for the three years ending
December 31, 2021. For 2022 and 2023, we currently forecast gross carbon credit purchase costs for all jurisdictions of approximately
$4-6 million per year, which amounts are in line with our historical expenditures. In addition, we forecast sales of carbon credits of
approximately $5 million per year for 2022 and 2023. Such purchase and sale amounts are not expected to be material to our financial condition
or results of operations for these periods. We have not prepared forecasts of purchases or sales of carbon credits for any periods beyond
2023, but currently do not expect a material change from historical amounts.

To the extent our costs associated
with the purchase or sale of carbon credits or offsets become material in the future, we will include appropriate disclosure in our future
filings with the Commission.

*	     *	     *	     *	     *

Securities and Exchange Commission

August 5, 2022

Page 6

Please
contact Alan Beck at Vinson & Elkins L.L.P. (713-758-3638) if you have any questions with respect to the foregoing or
if any additional or supplemental information is required by the Staff.

    Very truly yours,

    PLAINS GP HOLDINGS, L.P.

    By: PAA GP Holdings LLC

    By:
    /s/ Chris Herbold

    Name:
    Chris Herbold

    Title:
    Senior Vice President, Finance and Chief Accounting Officer

cc: Alan Beck, Vinson & Elkins, L.L.P.

United States securities and exchange commission logo
July 25, 2022
Willie Chiang
Chairman and Chief Executive Officer
Plains GP Holding, L.P.
333 Clay Street
Suite 1600
Houston, TX 77002
Re:Plains GP Holdings, L.P.
Form 10-K for Fiscal Year Ended December 31, 2021
Response dated July 6, 2022
File No. 001-36132
Dear Mr. Chiang:
            We have reviewed your July 6, 2022 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
June 8, 2022 letter.
Response dated July 6, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
73
1.We note your response to prior comment 2 and reissue it in part.  Please tell us about and
quantify future capital expenditures for climate-related projects, including amounts you
have budgeted or expect to incur.
2.Your response to prior comment 3 stating that, to date, "you believe variations in the
volumes in overall hydrocarbon products [you] handle have been primarily driven by
underlying supply and demand factors and the level of drilling activity in the areas where
[you] operate, rather than as a result of direct or indirect consequences of climate-related

 FirstName LastNameWillie  Chiang
 Comapany NamePlains GP Holding, L.P.
 July 25, 2022 Page 2
 FirstName LastName
Willie  Chiang
Plains GP Holding, L.P.
July 25, 2022
Page 2
regulation or business trends" appears inconsistent with your disclosure on page 67 of
your Form 10-K that your and your customers’ operations are subject to a "number of
risks arising out of the threat of climate change, energy conservation measures, or
initiatives that stimulate demand for alternative forms of energy that could result in ... a
reduced demand for the crude oil and natural gas" and that "[t]he potential impact of
changing demand for crude oil and natural gas services and products may have a material
adverse effect on PAA’s business, financial condition, results of operations and cash
flows."  As requested in our prior comment, please revise to provide expanded disclosure
discussing increased competition to develop innovative new services that result in lower
emissions as an indirect consequence of climate-related regulation or business trend.
3.We note your response to our prior comment 4 and reissue it in part. Please tell us about
and quantify weather-related damages to your property or operations and weather-related
impacts to the cost of insurance coverage after December 31, 2021.

In addition, we note your response states that you are not aware of any material indirect
weather-related impacts on major customers or suppliers for the periods covered in your
Form 10-K.  However, you disclose on page 55 of your Form 10-K that the location of
some of your customers' assets in the U.S. Gulf Coast region makes them particularly
vulnerable to hurricane or tropical storm risk.  Please provide expanded disclosure that
more thoroughly addresses the potential for indirect weather-related impacts that have
affected or may affect your customers or suppliers.
4.We note your response to prior comment 6 and reissue it in part.  Please quantify amounts
you expect to incur for the purchase or sale of carbon credits or offsets for any future
periods.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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July 6, 2022

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:        Plains GP Holdings, L.P.

Form 10-K for Fiscal Year Ended December
31, 2021

Filed March 1, 2022

File No. 001-36132

Ladies and Gentlemen:

Set forth below are the responses
of Plains GP Holdings, L.P. (the “Company,” “we,” “us” or “our”) to comments received
from the staff of the Division of Corporation Finance Office of Energy & Transportation (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) by letter dated June 8, 2022, with respect to the Company’s Annual Report
on Form 10-K for Fiscal Year Ended December 31, 2021, File No. 001-36132, filed with the Commission on March 1, 2022 (the “Form
10-K”).

For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers
and captions correspond to the Form 10-K unless otherwise specified.

Form 10-K filed March 1, 2022

Risk Factors, page 44

 1. We note your disclosure on page 30 of your Form 10-K regarding increasing litigation risks for oil
and natural gas exploration and production companies related to the effects of global warming. Please also disclose any material litigation
risks you face related to climate change and explain the potential impact to the company.

RESPONSE: We
acknowledge the Staff’s comment and advise the Staff that we have evaluated, and will continue to evaluate, the risk of
material litigation related to climate change and have determined that we currently do not face any material litigation risks
related to climate change.

While we have noted an
increase in lawsuits against oil and natural gas exploration and production companies, we have not identified a similar trend of
lawsuits associated with midstream service providers that own and operate midstream infrastructure systems. We made such
determination through monitoring and reviewing (i) trends and developments related to climate change regulations and litigation and
(ii) our current outlook regarding any potential claims against us and our peers related to climate change.

333 Clay Street, Suite 1600 g
Houston, Texas 77002 g  713/646-4100 or 800-564-3036

Securities and Exchange Commission

July 6, 2022

Page 2

We disclose any and all
material legal proceedings against us in the Form 10-K pursuant to the rules and regulations promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). While we have included significant proceedings historically, none
were related to climate change, nor do we have any pending matters related to the same. Please refer to “Note 19.
Commitments and Contingencies—Legal Proceedings – General” in our Consolidated Financial Statements. As we
disclose in our Form 10-K, our estimated undiscounted reserve for environmental liabilities totaled approximately $57 million and
approximately $55 million as of December 31, 2021 and 2020, respectively; none of these reserves related to climate change
contingencies or liabilities.

In the future, it is possible
that we could face material litigation risks related to climate change. We will continue to monitor such risks on a regular basis and
describe such litigation risks to the extent they become material to our operations.

Management's Discussion and Analysis of
Financial Condition and Results of Operations, page 73

 2. We note your 2020 Sustainability Report reflects that you have adopted innovative technologies to
increase efficiencies and reduce GHG emissions. Revise your disclosure to identify any material past and/or future capital expenditures
for climate-related projects or tell us why you believe they are not material to your operations. Please provide quantitative information
for each of the periods for which financial statements are presented in your Form 10-K and for any future periods as part of your response.

RESPONSE:	We
acknowledge the Staff’s comment and advise the Staff that our “climate-related” projects are designed to manage
and reduce our greenhouse gas (GHG) emissions or our energy consumption. To that end, we assess and, where feasible, adopt
technologies to increase efficiencies and reduce GHG emissions. To date, the majority of our efforts have resulted in changes to our
business practices and have not included significant capital expenditures. The capital expenditures associated with adopting
technologies to reduce GHG emissions and increase efficiencies have not been material to our operations and totaled less than $1.5
million per year for the years ending December 31, 2021, 2020 and 2019, respectively.

To the extent we incur material capital expenditures related to
climate-related projects in the future, we will include appropriate disclosure in our filings
with the Commission.

Securities and Exchange Commission

July 6, 2022

Page 3

 3. To the extent material, discuss the indirect consequences of climate-related regulation or business
trends, such as increased competition to develop innovative new services that result in lower emissions.

RESPONSE: We
acknowledge the Staff’s comment and advise the Staff that we have not identified any material indirect consequences of
climate-related regulation or business trends that have had, or are expected to have, a material impact on our business, financial
condition, liquidity or results of operations. We currently disclose that, to the extent demand for the products we handle declines,
our operations could be materially adversely impacted. To date, we believe variations in the volumes in overall hydrocarbon products
we handle have been primarily driven by underlying supply and demand factors and the level of drilling activity in the areas where
we operate, rather than as a result of direct or indirect consequences of climate-related regulation or business trends. We believe all of these risks are clearly addressed in our filings. Please refer to “Risk
Factors—Risks Related to Laws and Regulations Impacting PAA’s Business—Changes in supply and demand for the
products PAA handles, which can be caused by a variety of factors outside of its control, can negatively affect its operating
results.”

To the extent climate-related
regulation or business trends result in material direct or indirect consequences to our business, we will include appropriate disclosure
in our future filings with the Commission.

 4. We note your disclosure on page 31 of your Form 10-K regarding the impact of the physical effects
of climate change. If material, discuss the physical effects of climate change on your operations and results in greater detail. This
disclosure may include the following:

 · quantification of material weather-related damages to your property or operations, including any
damages as a result of hurricanes or tropical storms in the U.S. Gulf Coast and/or extreme weather events such as Winter Storm Uri;

 · potential for indirect weather-related impacts that have affected or may affect your major customers
or suppliers; and

 · any weather-related impacts on the cost or availability of insurance.

Your response should include quantitative
information for each of the periods for which financial statements are presented in your Form 10-K and explain whether changes are expected
in future periods.

RESPONSE:	We acknowledge
the Staff’s comment and advise the Staff that, to date, we have not experienced any material physical effects of climate change
on our assets, operations or results and we do not currently expect any material changes in the future.

Severe weather and other natural
disasters could adversely impact our property and operations. However, we have not experienced any material weather-related damage to
our property or operations as a result of hurricanes, tropical storms or other extreme weather events. While portions of our property
and operations have been temporarily impacted by severe weather-related events in the past, such damage has not been material to our operations.
Total expenses associated with weather related incidents averaged less than $1 million per year, or 0.06% of Field operating costs
for the three-year period ended December 31, 2021.

Securities and Exchange Commission

July 6, 2022

Page 4

As disclosed in our Form 10-K,
we maintain various types and varying levels of insurance to cover our operations and properties, and we self-insure certain risks, including
named windstorms. We do not believe that recent weather-related events have significantly impacted the cost or availability of insurance
coverage, and we have not incurred any significant losses as a result of our self-insurance of certain of these risks. Our total insurance
expense has consistently averaged less than 4% of Field operating costs per
year over the three-year period ending December 31, 2021. While it is possible that weather-related events could impact the cost or availability
of insurance coverage in the future, we are not able to quantify, with any degree of certainty, those potential impacts at this time.

We have a diverse supplier
and customer base and are not aware of any material indirect weather-related impacts on major customers or suppliers during the
periods covered in our 2021 Form 10-K.

Our management team will continue
to evaluate the impact of the physical effects of climate change on the Company and will describe such effects in future filings with
the Commission if and when they become material to our operations

 5. We note your disclosures on pages 29-32 of your Form 10-K regarding compliance with environmental
laws and regulations, including those relating to climate change. Please tell us about and quantify compliance costs related to climate
change for each of the periods covered by your Form 10-K and whether increased amounts are expected to be incurred in future periods.

RESPONSE:	We
acknowledge the Staff’s comments and advise the Staff that we did not incur material costs related to compliance with climate
change regulations for the periods covered by our Form 10-K. Total compliance costs related to climate change regulations
averaged $6 million per year, or approximately 0.6% of Field operating costs for the three years ending December 31, 2021.
Note that these costs include the purchase of compliance instruments discussed in our response to question #6 below.

To the extent
additional, and more burdensome, laws and regulations are enacted in the future, including those adopted specifically as a result of
climate change, our climate change related compliance costs could increase, potentially materially; however, we are unable to
quantify, with any degree of certainty, the impact that laws and regulations that are not currently in existence may have on climate
change related compliance costs for future periods. To the extent compliance costs associated with climate-related laws and
regulations become material in the future, we will include appropriate disclosure in our future filings with the Commission.

Securities and Exchange Commission

July 6, 2022

Page 5

 6. We note your disclosure on page 29 of your Form 10-K that you have purchased compliance instruments
for GHG emissions in California since 2013 and on page 33 of your Form 10-K that you are required to purchase GHG emission credits and
submit annual compliance reports under Nova Scotia’s and Quebec’s cap and trade programs. If material, please expand your
disclosure to discuss in greater detail any purchase or sale of carbon credits or offsets and the effects on your business, financial
condition, and results of operations. Please ensure you provide quantitative information with your response for each of the periods for
which financial statements are presented in your Form 10-K and for any future periods.

RESPONSE: We
acknowledge the Staff’s comment and advise the Staff that costs to purchase carbon credits or offsets in any jurisdiction have
not been material to our financial condition or results of operations in the periods covered by our Form 10-K. Our costs to purchase
carbon credits in all jurisdictions averaged less than $5 million per year, or 0.04% of Field operating costs for
the three years ending December 31, 2021.

To the extent our costs associated
with the purchase or sale of carbon credits or offsets become material in the future, we will include appropriate disclosure in our future
filings with the Commission.

General

 7. We note that you provided more expansive disclosure in your 2020 Sustainability Report than you
provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in
your SEC filings as you provided in your 2020 Sustainability Report.

RESPONSE:	We acknowledge
the Staff’s comment and advise the Staff that our 2020 Sustainability Report addresses sustainability reporting practices, speaks
to a wide range of stakeholder interests and provides disclosures beyond those required by the Exchange Act or Form 10-K. In our Form
10-K, we provide disclosure regarding particular events, transactions, trends, uncertainties, impacts or other matters if required under
applicable federal securities regulations or otherwise material to, or reasonably likely to have a material impact on, our business, financial
condition or results of operations, taking into account the size, scope and nature of our business. In comparison, our 2020 Sustainability
Report is intended to (i) broadly address a number of key areas and issues that we believe are of interest to our investors and other
stakeholders, and (ii) make our stakeholders aware of our focus on environmental sustainability and our commitment to our employees, the
communities in which we operate and the environment. As long as our stakeholders remain interested in such information and find it useful,
we will continue to voluntarily provide such sustainability information to them, even if it would not otherwise be sufficiently material
to warrant inclusion in our Form 10-K. While we believe that our performance and activities with respect to climate-related or other environmental,
social and governance matters are of interest to our stakeholders, to date, we do not consider all such matters to be material to our
business, financial condition or results of operations.

*     *     *     *     *

Securities and Exchange Commission

July 6, 2022

Page 6

Please contact Alan Beck at
Vinson & Elkins L.L.P. (713-758-3638) if you have any questions with respect to the foregoing or if any additional or supplemental
information is required by the Staff.

    Very truly yours,

    PLAINS GP HOLDINGS, L.P.

    By:
    PAA GP Holdings LLC

    By:
    /s/ Chris Herbold

    Name:
    Chris Herbold

    Title:
    Senior Vice President, Finance and Chief Accounting Officer

cc:       Alan Beck, Vinson & Elkins,
L.L.P.

CORRESP
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June 15, 2022

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

  Re:
  Plains GP Holdings, L.P.

  Form 10-K for Fiscal Year Ended December 31, 2021

  Filed March 1, 2022

  File No. 001-36132

Dear Ms. Majmudar and Ms. Dorin:

Plains GP Holdings,
L.P. (the “Company,” “we” or “our”) acknowledges receipt
of the letter dated June 8, 2022 containing comments of the staff of the Division of Corporation Finance Office of Energy & Transportation
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with
respect to the Company’s Form 10-K for Fiscal Year Ended December 31, 2021, File No. 001-36132, filed with the Commission on March
1, 2022 (the “Comment Letter”).

The Comment Letter
requests that we respond to the Staff’s comments within ten business days or advise the Staff when we will provide the Staff with
our responses. We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and
resources to consider the Staff’s comments and to complete our responses. We expect to provide our responses to the Comment Letter
no later than July 8, 2022.

*	       *	       *	       *	       *

Securities and Exchange Commission

June 15, 2022

Page 2

Please contact Alan Beck
of Vinson & Elkins L.L.P. at (713) 758-3638 if you have any questions with respect to the foregoing.

  Very truly yours,

  PLAINS GP HOLDINGS, L.P.

  By: PAA GP Holdings LLC, its general partner

  By:
  /s/ Richard McGee

  Name:
  Richard McGee

  Title:
  Executive Vice President

  cc:
  Ann F. Gullion, Plains GP Holdings, L.P.

  David P. Oelman, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
June 8, 2022
Willie Chiang
Chairman and Chief Executive Officer
Plains GP Holding, L.P.
333 Clay Street
Suite 1600
Houston, TX 77002
Re:Plains GP Holdings, L.P.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-36132
Dear Mr. Chiang:
            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 filed March 1, 2022
Risk Factors, page 44
1.We note your disclosure on page 30 of your Form 10-K regarding increasing litigation
risks for oil and natural gas exploration and production companies related to the effects of
global warming.  Please also disclose any material litigation risks you face related to
climate change and explain the potential impact to the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
73
2.We note your 2020 Sustainability Report reflects that you have adopted innovative
technologies to increase efficiencies and reduce GHG emissions.  Revise your disclosure
to identify any material past and/or future capital expenditures for climate-related projects
or tell us why you believe they are not material to your operations.  Please provide

 FirstName LastNameWillie  Chiang
 Comapany NamePlains GP Holding, L.P.
 June 8, 2022 Page 2
 FirstName LastNameWillie  Chiang
Plains GP Holding, L.P.
June 8, 2022
Page 2
quantitative information for each of the periods for which financial statements are
presented in your Form 10-K and for any future periods as part of your response.
3.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as increased competition to develop innovative new services that
result in lower emissions.
4.We note your disclosure on page 31 of your Form 10-K regarding the impact of the
physical effects of climate change.  If material, discuss the physical effects of climate
change on your operations and results in greater detail.  This disclosure may include the
following:

•quantification of material weather-related damages to your property or operations,
including any damages as a result of hurricanes or tropical storms in the U.S. Gulf
Coast and/or extreme weather events such as Winter Storm Uri;
•potential for indirect weather-related impacts that have affected or may affect your
major customers or suppliers; and
•any weather-related impacts on the cost or availability of insurance.

Your response should include quantitative information for each of the periods for which
financial statements are presented in your Form 10-K and explain whether changes are
expected in future periods.
5.We note your disclosures on pages 29-32 of your Form 10-K regarding compliance with
environmental laws and regulations, including those relating to climate change.  Please
tell us about and quantify compliance costs related to climate change for each of the
periods covered by your Form 10-K and whether increased amounts are expected to be
incurred in future periods.
6.We note you disclosure on page 29 of your Form 10-K that you have purchased
compliance instruments for GHG emissions in California since 2013 and on page 33 of
your Form 10-K that you are required to purchase GHG emission credits and submit
annual compliance reports under Nova Scotia’s and Quebec’s cap and trade programs.  If
material, please expand your disclosure to discuss in greater detail any purchase or sale of
carbon credits or offsets and the effects on your business, financial condition, and results
of operations. Please ensure you provide quantitative information with your response for
each of the periods for which financial statements are presented in your Form 10-K and
for any future periods.
General
7.We note that you provided more expansive disclosure in your 2020 Sustainability Report
than you provided in your SEC filings.  Please advise us what consideration you gave to
providing the same type of climate-related disclosure in your SEC filings as you provided
in your 2020 Sustainability Report.

 FirstName LastNameWillie  Chiang
 Comapany NamePlains GP Holding, L.P.
 June 8, 2022 Page 3
 FirstName LastName
Willie  Chiang
Plains GP Holding, L.P.
June 8, 2022
Page 3
            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 Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

December 20, 2019
Willie Chiang
Chief Executive Officer
Plains GP Holdings, L.P.
333 Clay Street, Suite 1600
Houston, TX 77002
Re:Plains GP Holdings, L.P.
Registration Statement on Form S-3
Filed December 13, 2019
File No. 333-235482
Dear Mr. Chiang:
            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 Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Chris Mathiesen

CORRESP
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Plains GP Holdings, L.P.

333 Clay Street, Suite 1600

Houston, Texas 77002

(713) 646-4100

December 19, 2019

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-235482) of Plains GP Holdings, L.P.

Ladies and Gentlemen:

On behalf of Plains GP Holdings, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:30 p.m., Washington, D.C. time, on December 23, 2019, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Vinson & Elkins L.L.P., by calling David Oelman at (713) 758-3708 or Alan Beck at (713) 758-3638.

If you need any additional information, please contact me at (713) 646-4100.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:

PAA   GP Holdings LLC, its general partner

By:

/s/   Richard McGee

Name:

Richard   McGee

Title:

Executive   Vice President, General Counsel and Secretary

CORRESP
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Plains GP Holdings, L.P.

333 Clay Street, Suite 1600

Houston, Texas 77002

(713) 646-4100

August 22, 2017

By EDGAR

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-218463) of Plains GP Holdings, L.P.

Dear Mr. Schwall:

On behalf of Plains GP Holdings, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:30 p.m., Washington, D.C. time, on August 24, 2017, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Vinson & Elkins L.L.P., by calling David Oelman at (713) 758-3708 or Alan Beck at (713) 758-3638.

If you need any additional information, please contact me at (713) 646-4100.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:

PAA   GP Holdings LLC, its general partner

By:

/s/   Richard McGee

Name:

Richard   McGee

Title:

Executive   Vice President, General Counsel and Secretary

Mailstop 4628
        August 10 , 201 7

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

Re: Plains GP Holdings, L.P.
  Form 10 -K for the Fiscal Year Ended December 31, 2016
  Filed  February 23, 2017
File No. 001 -36132

Dear Mr. Armstrong :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

        Sincerely,

        /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Richard K. McGee
 EVP, General Coun sel

CORRESP
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Plains GP Holdings, L.P.

333 Clay Street, Suite 1600

Houston, Texas 77002

(713) 646-4100

July 12, 2017

H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:

Plains GP Holdings,   L.P.

Registration   Statement on Form S-3

Filed June 2,   2017

File No. 333-218463

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

Filed   February 23, 2017

File   No. 001-36132

Ladies and Gentlemen:

Set forth below are the responses of Plains GP Holdings, L.P. (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 29, 2017, with respect to (i) the Registration Statement on Form S-3, File No. 333-218463, filed with the Commission on June 2, 2017 (the “Registration Statement”) and (ii) the Form 10-K for the Fiscal Year Ended December 31, 2016, File No. 001-36132, filed with the Commission on February 23, 2017 (“Form 10-K”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to the Registration Statement on Form S-3 or the Form 10-K unless otherwise specified.

Registration Statement on Form S-3

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

RESPONSE:     The Company acknowledges the Staff’s comment and will not request the acceleration of the effectiveness of the Registration Statement prior to notification from the Staff that it has no further comments on the Registration Statement or any documents incorporated by reference therein, including the Form 10-K.  The Company confirms that

Securities and Exchange Commission

July 12, 2017

Page 2

it will amend the Registration Statement to the extent required to reflect its responses to the Staff’s comments.

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

2.                                      Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

RESPONSE:     The Company acknowledges the Staff’s comment and notes that it has responded to the Staff’s comments within ten business days.

Financial Statements

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

Simplification Transactions, page F-9

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

RESPONSE:     The Company respectfully submits that, as of December 31, 2016, it owned an approximate 42% economic interest in AAP through its ownership of 101,206,526 AAP units.  AAP in turn owned 241,672,409 common units of PAA.  Of these common units, 101,206,526 PAA common units were attributable to the Company through its ownership interest in AAP.  The mechanics of the Omnibus Agreement, which require PAA to issue additional common units to AAP, or AAP to relinquish PAA’s common units, depending upon the circumstances, are designed to maintain economic alignment between the Company’s Class A shareholders and PAA common unitholders.  In Items 1 and 2 of the Form 10-K under the heading “Organizational History—Simplification Transactions”, this relationship is correctly described as a “one-to-one relationship between the number of our outstanding Class A shares and the number of PAA’s common units indirectly owned by us through AAP.” The Staff is correct in pointing out that the referenced language in the footnote on page F-10 should have included additional modifying language in order to make such language fully consistent with the description of the “economic alignment” concept reflected in Items 1 and 2 of the Form 10-K. To correct this oversight, the Company will revise the referenced sentence in future filings with the Commission in the following manner in order to eliminate this inconsistency (underlined language added):

Securities and Exchange Commission

July 12, 2017

Page 3

“These reverse splits, along with the Omnibus Agreement, resulted in economic alignment between our Class A shareholders and PAA’s common unitholders, such that the number of outstanding Class A shares equals the number of AAP units owned by us, which in turn equals the number of PAA common units held by AAP that are attributable to our interest in AAP.”

Basis of Consolidation and Presentation, page F-10

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

We further note your disclosure explaining the reasons you determined that PAA and AAP were VIEs prior to your November 15, 2016 Simplification Transactions, but no longer met the requirements to be considered VIEs as a result of your Simplification Transactions, in either case the determination did not impact your conclusion of consolidating PAA and AAP.

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

RESPONSE:     Upon the completion of the Simplification Transactions, our governance and corporate structure was modified, and based on the guidance contained in ASC 810-10-35-4, we reconsidered our prior determination that our subsidiaries, AAP and PAA, were VIEs.  Based on the analysis performed at that time, we concluded that both entities were no longer VIEs.  Therefore we concluded that AAP and PAA should be assessed using the voting interest entity model (“VOE”).  Under the VOE model, we considered the new governance and corporate structure introduced by the Simplification Transactions and concluded that PAGP should continue to consolidate AAP and PAA.

However, in conjunction with responding to the Staff’s comment, we have reassessed our consideration of whether PAA and AAP were VIEs and concluded that, contrary to our conclusion at the time of the Simplification Transactions, both PAA and AAP are more appropriately considered VIEs.  This conclusion does not change our consolidation conclusion, has no impact on our financial statements and has limited impact on our

Securities and Exchange Commission

July 12, 2017

Page 4

related disclosures.  The rationale for our VIE and consolidation conclusions are as follows:

·                  The limited partners of both PAA and AAP do not have (i) substantive kick-out rights based on a simple majority or lower vote or (ii) substantive participation rights, in each case as required by ASC 810-10-15-14.

·                  AAP is the primary beneficiary of PAA and PAGP is the primary beneficiary of AAP.  Through  AAP’s 100% ownership of PAA GP LLC, which owns the general partner interest in PAA, AAP has the power to direct the activities of PAA and, through its approximately 33% limited partner interest (as of December 31, 2016), has the right to receive benefits, and obligation to absorb losses, that could be significant to PAA.  Similarly, through its ownership and control of Plains All American GP LLC, PAGP has the power to direct the activities of AAP and, through its approximately 42% economic interest (as of December 31, 2016), has the right to receive benefits, and obligation to absorb losses, that could be significant to AAP.

Because this reassessment does not impact our financial presentation, we do not believe it is necessary to amend our previously filed Form 10-K and respectfully request the Staff’s concurrence in that regard. However, we would propose to revise the Basis of Consolidation disclosure in Note 1 of future filings with the Commission as shown below (underlined language added, and certain dates and financial figures that appear in future filings will be modified as appropriate):

Basis of Consolidation and Presentation

The accompanying financial statements and related notes present and discuss our consolidated financial position as of [December 31, 2016 and 2015], and the consolidated results of our operations, cash flows, changes in partners’ capital, comprehensive income and changes in accumulated other comprehensive income/(loss) for the years ended [December 31, 2016, 2015 and 2014]. All significant intercompany transactions have been eliminated in consolidation, and certain reclassifications have been made to information from previous years to conform to the current presentation. These reclassifications do not affect net income attributable to PAGP. The accompanying consolidated financial statements include the accounts of PAGP and all of its wholly owned subsidiaries and those entities that it controls. Under GAAP, we consolidate PAA, AAP and GP LLC. Amounts associated with the interests in these entities not owned by us are reflected in our results of operations as net income attributable to noncontrolling interests and on our balance sheet in the partners’ capital section as noncontrolling interests. Investments in entities over which we have significant influence but not control are accounted for by the equity method. We apply proportionate consolidation for pipelines and other assets in which we own undivided joint interests.

Management judgment is required to evaluate whether PAGP controls an entity. Key areas of that evaluation include (i) determining whether an entity is a variable

Securities and Exchange Commission

July 12, 2017

Page 5

interest entity (“VIE”); (ii) determining whether PAGP is the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that PAGP and its related parties have over those activities through variable interests; and (iii) identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether PAGP is a VIE’s primary beneficiary.

On January 1, 2016 we adopted FASB guidance regarding the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Among other things, the guidance modified the evaluation of whether limited partnerships are variable interest entities (“VIEs”) and eliminated the presumption that a general partner should consolidate a limited partnership. Prior to the closing of the Simplification Transactions, we determined that PAA and AAP were VIEs, which did not impact our consolidation conclusions, but did result in a change in our analysis and an increase in disclosures regarding our analysis. PAA was a VIE due to its allocation of income, but not losses, to the holder(s) of IDRs. AAP was a VIE because GP LLC controlled AAP through its general partnership interest, but did not have an economic interest in AAP. AAP was the primary beneficiary of PAA because it had the power to direct the activities that most significantly impact PAA’s performance. PAGP was the primary beneficiary of AAP because it had the power, through its control of GP LLC, to direct the activities that most significantly impacted AAP’s performance. However, because of the elimination of the IDRs and the conversion of GP LLC’s ownership interest in AAP to an economic interest as a result of the Simplification Transactions, AAP and PAA no longer meet the requirements to be considered VIEs. This did not result in a change in our consolidation conclusions.   In accordance with this guidance, we determined that PAA and AAP were VIEs and should be consolidated by PAGP because:

·                  The limited partners of PAA and AAP lack (i) substantive “kick-out rights” (i.e., the right to remove the general partner) based on a simple majority or lower vote and (ii) substantive participation rights and thus lack the ability to block actions of the general partner that most significantly impact the economic performance of PAA and AAP, respectively.

·                  AAP is the primary beneficiary of PAA because it has the power to direct the activities that most significantly impact PAA’s performance and the right to receive benefits, and obligation to absorb losses, that could be significant to PAA.

·                  PAGP is the primary beneficiary of AAP because it has the power to direct the activities that most significantly impact AAP’s performance and the right to receive benefits, and obligation to absorb losses, that could be significant to AAP.

Securities and Exchange Commission

July 12, 2017

Page 6

We reassessed our VIE considerations subsequent to the Simplification Transactions and confirmed that PAA and AAP should continue to be classified as VIEs and should continue to be consolidated by PAGP.

With the exception of a deferred tax asset of [$1,876] million and [$1,835] million as of [December 31, 2016 and 2015], respectively, substantially all assets and liabilities presented on PAGP’s consolidated balance sheet are those of PAA.  Only the assets of each respective VIE can be used to settle the obligations of that individual VIE, and the creditors of each/either of those VIEs do not have recourse against the general credit of PAGP.  PAGP did not provide any financial support to PAA or AAP during the years ended [December 31, 2016 or 2015], respectively.  See Note 15 for information regarding the Omnibus Agreement entered into in connection with the Simplification Transactions.

Form 8-K Filed May 8, 2017

Exhibit 99.1 — News Release of First Quarter 2017 Results

Financial Summary — Financial Data Reconciliations, page 13

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

Mail Stop 4628
June 29, 2017

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

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

Dear Mr. Armstrong:

We have limited our review of your filings to those issues we have addressed in our
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

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

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

Registration Statement on Form S -3

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

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

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

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

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

Financial Statements

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

Simplification Transactions, page F -9

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

Basis of Consolidation and Presentation, page F -10

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

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

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

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

Form 8 -K Filed May 8 , 2017

Exhibit 99.1 – News  Release of First Quarter 2017 Results

Financial Summary – Financial Data Reconciliations, page 13

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

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

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

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

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

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

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Plains GP Holdings, L.P.

333 Clay Street, Suite 1600

Houston, Texas 77002

(713) 646-4100

December 16, 2016

By EDGAR

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-214964) of Plains GP Holdings, L.P.

Dear Mr. Schwall:

On behalf of Plains GP Holdings, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 10:00 a.m., Washington, D.C. time, on December 20, 2016, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Vinson & Elkins L.L.P., by calling David Oelman at (713) 758-3708 or Alan Beck at (713) 758-3638.

If you need any additional information, please contact me at (713) 646-4100.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:

PAA   GP Holdings LLC, its general partner

By:

/s/   Richard McGee

Name:

Richard   McGee

Title:

Executive   Vice President, General Counsel and Secretary

Mail Stop 4628
December 15, 2016

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

Re: Plains GP Holdings, L.P.
  Registration Statement on Form S-3
Filed  December 8, 2016
  File No.  333-214964

Dear Mr. Armstrong :

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 Anuja A. Majmudar, Attorney -Advisor,  at (202) 551-3844  with any
questions.

Sincerely,

 /s/ Kevin M. Dougherty for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

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Plains GP Holdings, L.P.

333 Clay Street, Suite 1600

Houston, TX 77002

September 28, 2016

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed September 21, 2016

File No. 1-36132

Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on September 28, 2016, Plains GP Holdings, L.P. (the “Company”) hereby submits as Exhibit A to this letter a .pdf copy of the proposed revisions to Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A, filed with the Commission on September 21, 2016 (the “Proxy Statement”) for the Staff’s review. Per our conversation with the Staff, the revised disclosure contained in “Opinion of Financial Advisor to the PAGP GP Board” reflects, from the Company’s perspective, appropriate summaries of the analyses provided to the board of directors of PAA GP Holdings LLC (the “PAGP GP Board”) by its financial advisor, Jefferies LLC (“Jefferies”) in light of (i) what was used by Jefferies in connection with the rendering of Jefferies’ fairness opinion and (ii) what was presented to, and considered by, the PAGP GP Board.  If the Staff does not object, these marked changes will be incorporated into a future amendment to the Proxy Statement.

*                                         *                                         *                                         *                                         *

Please direct any questions that you have with respect to the foregoing or if any additional information is required by the Staff, please contact Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.

Very truly yours,

PLAINS GP HOLDINGS, L.P.

By:

PAA GP HOLDINGS LLC, its general   partner

By:

/s/ Richard McGee

Name:

Richard McGee

Title:

Executive Vice President and General

Counsel

Enclosures

cc:                                Alan   Beck, Vinson & Elkins L.L.P.

2

EXHIBIT A

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Plains GP Holdings, L.P.

333 Clay Street, Suite 1600

Houston, TX  77002

September 21, 2016

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.

Revised Preliminary Proxy Statement on Schedule 14A
 Filed September 9, 2016
 File No. 1-36132

Ladies and Gentlemen:

Set forth below are the responses of Plains GP Holdings, L.P. (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 20, 2016, with respect to Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A, File No. 1-36132, filed with the Commission on September 9, 2016 (the “Proxy Statement”).  The Company has filed a revised Preliminary Proxy Statement concurrently herewith on EDGAR (the “Revised Proxy Statement”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to the Proxy Statement unless otherwise specified.

Opinion of the Financial Advisor to the PAGP GP Board, page 60

1.                                      Please disclose all of the analyses that Jeffries presented to the PAGP board in connection with the rendering of its opinion, and include summaries of all the material analyses. In that regard, we note that there appears to be no discussion in the proxy statement of the historical exchange ratio analysis or the accretion / dilution analysis.

RESPONSE:                            The Company has revised the Proxy Statement to disclose all of the analyses that Jefferies presented to the PAGP GP board, as well as to identify which of such analyses Jefferies used for purposes of its fairness opinion. Please note that we have also added a cross reference to such disclosure noting that such analyses (the public companies analysis and discounted cash flow analysis) are summarized later in the Proxy Statement.  Please see page 63 of the Revised Proxy Statement.

2.                                      At page 63, you state that the advisor “may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any  particular analysis described below should not be taken to be Jefferies’ view of the actual value.” If the advisor weighted any summarized analysis less than any other analysis, expand the disclosure to briefly identify such analysis or analyses and explain why the advisor weighted it (or them) differently.

RESPONSE:                            The Company has revised the Proxy Statement to clarify that Jefferies did not weight differently the analyses that provide the primary bases for Jefferies’ fairness opinion.  Please see page 63 of the Revised Proxy Statement.

Securities and Exchange Commission

September 21, 2016

Page 2

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.

Very   truly yours,

PLAINS GP   HOLDINGS, L.P.

By:  PAA GP HOLDINGS LLC, its general partner

By:

/s/   Richard McGee

Name:

Richard   McGee

Title:

Executive   Vice President and General  Counsel

cc:           Alan Beck, Vinson & Elkins L.L.P.

Mail Stop 4628
September 20, 2016

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

Re: Plains GP Holdings, L.P.
Revised Preliminary Proxy Statement on Schedule 14A
Filed September 9 , 2016
  File No. 1 -36132

Dear Mr. Armstrong:

We have reviewed your September 8, 2106 response to our comment letter 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 bel ieve 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.
Unless we note otherwise, our references to prior comments are to comments i n our September
1, 2016 letter.

Opinion of the Financial Advis or to the PAGP GP Board, page 60

1. Please disclose all of the analyses that Jeffries presented to the PAGP board in connection
with the rendering of its opinion, and include summaries of all the  material analyses .  In
that regard, we note that there appears to be no discussion in the proxy statement of the
historical exchange ratio analysis or the accretion / dilution analysis.

2. At page 63, you state that the advisor “ may have given various analyses more or less
weight than other analyses, and may have deemed various assumptions more or less
probable than other assumptions, so that the range of valuations resulting from any
particular analysis described below shou ld not be taken to be Jefferi es’ view of the actual
value .”  If the advisor weighted any summarized analysis less than any other analysis,
expand the disclosure to briefly identify such analysis or analyses and explain why the
advisor weighted it (or them) differently.

Greg L. Armstrong
Plains GP Holdings, L.P.
September 20 , 2016
Page 2

 Closing Comme nts

You may contact Irene Barberena -Meissner, Attorney -Adviser, at (202) 551 -6548 or, in
her absence, Timothy S. Levenberg, Special Counsel , at (202) 551 -3707 with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Alan Beck , Esq.
 Vinson & Elkins LLP

CORRESP
1
filename1.htm

[Company Letterhead]

September 8, 2016

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.

Preliminary Proxy Statement on Schedule 14A
 Filed August 5, 2016
 File No. 1-36132

Ladies and Gentlemen:

Set forth below are the responses of Plains GP Holdings, L.P. (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 1, 2016, with respect to Preliminary Proxy Statement on Schedule 14A, File No. 1-36132, filed with the Commission on August 5, 2016 (the “Proxy Statement”).  The Company has filed a revised Preliminary Proxy Statement concurrently herewith on EDGAR (the “Revised Proxy Statement”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to the Proxy Statement unless otherwise specified.

The Transactions and Transaction Documents, page 23

Background of the Transactions, page 39

1.                                      We note that representatives of PAA management and the boards of PAA and PAGP reviewed and considered various alternative transaction structures at meetings held on April 28, 2016, and May 18, 2016, respectively. Please expand your disclosure regarding the various alternatives that were considered at these meetings, and briefly explain how you arrived at your conclusion “that an IDR Elimination Transaction using the PAA Simplification structure coupled with a distribution reduction appeared to present the best long-term solution for PAA and PAGP of the various alternatives considered.”

RESPONSE:  We acknowledge the Staff’s comment and have added the requested additional disclosures to the “Background of the Transactions” section of the Proxy Statement.  In particular, please note the additional defined terms that have been added to the third paragraph on page 40 of the Revised Proxy Statement describing events that took place in December 2015, and the additional disclosures that have been added to the descriptions of events that took place on April 28, 2016 and May 18, 2016 on pages 43 and 44 of the Revised Proxy Statement.

Securities and Exchange Commission

September 8, 2016

Page 2

Unaudited Financial Projections of PAA, page 53

2.                                      Explain to us how you decided which “summary information” regarding the projections to omit and which to disclose. In your discussion, please consider the guidance that Item 10(b) of Regulation S-K provides; in particular, please refer to Item 10(b)(2), which discusses format considerations.

RESPONSE:  We acknowledge the Staff’s comment and in response thereto have supplemented the existing disclosure to include DCF per LP unit, which is the closest measure to earnings per share referenced in Item 10(b)(2) of Regulation S-K. As supplemented, we believe the Proxy Statement discloses the material line items and the material assumptions underlying the forecasted metrics with respect to each case presented. Specifically, the Proxy Statement presents Plains All American Pipeline, L.P.’s (“PAA”) implied DCF and adjusted EBITDA because we believe those metrics represent the information (i) the board of directors of PAA GP Holdings LLC (the “PAGP GP board”) principally relied upon in its evaluation, deliberation and negotiation processes, (ii) Jefferies LLC (“Jefferies”) relied upon in its analysis and in rendering its opinion to the PAGP GP board, and (iii) that is most material to the Company’s shareholders, as they (x) provide information about PAA’s core operating performance and ability to generate and distribute cash, (y) provide the financial analytical framework upon which PAA’s management bases financial, operational, compensation and planning decisions and (z) present measurements that investors, rating agencies and debt holders have indicated are useful in assessing PAA and its results of operations.

The Company also considered 10(b)(2)’s references to revenues and net income as typical for inclusion in projections. Neither of these items was included in the projections provided to the PAGP GP board and Jefferies.  PAA’s marketing business buys and sells crude oil and other hydrocarbons for a relatively small margin.  As a result, changes in commodity prices can significantly impact revenues (higher or lower) while the margin remains relatively constant.  Given the inherent uncertainty in predicting commodity prices, the Company’s projections focused on volumes and margin and did not include absolute revenues.  Similarly, net income requires the projection of a number of line items that are not included in DCF and adjusted EBITDA and were omitted from the projections provided to the PAGP GP board and Jefferies.  Because neither revenue nor net income was included in the underlying projection package, the Company does not believe the inclusion of such items to be appropriate in the summary of such materials.  Several other master limited partnerships have taken similar approaches with regard to disclosure in proxy statements involving similar simplification transactions, a list of which is included as Exhibit A hereto.

Securities and Exchange Commission

September 8, 2016

Page 3

3.                                      You state at page 89 that the PAGP board and its financial advisor considered the projections in its due diligence and in evaluating the recapitalization and related transactions. You state that the board considered the entities’ “prospects,” which presumably derived at least in part from the projections, as part of its analysis in deciding to approve the Transactions. However, you state at page 53 that “PAGP shareholders are cautioned not to rely on the forecasts” and at page 57 that the PAGP board viewed “the uncertainty of the unaudited financial projections of PAA and the bases on which the PAGP GP board made its determination” as weighing against approval. Please revise to clarify how the PAGP board used the projections in its deliberative process and during negotiations, and explain further why it cautions shareholders against relying on the same information when they decide how to cast their votes.

RESPONSE:  The Company acknowledges the Staff’s comment and has revised the Proxy Statement to caution investors not to place undue reliance on the financial forecasts given the inherent uncertainties associated with projected data.  Please see page 54 of the Revised Proxy Statement.  The Company confirms the Staff’s presumption that in connection with the consideration by the PAGP GP board (as well as its advisors) of the “prospects” of PAA and PAGP, the PAGP GP board (and its advisors) considered financial projections as part of its evaluation of the potential simplification transaction and in connection with performing its due diligence related thereto; however, the PAGP GP board and its advisors did so with a thorough understanding of the basic limitations of projections of the type that are disclosed on pages 54-55 of the Revised Proxy Statement under “—Unaudited Financial Projections of PAA.”  The Company has revised the Proxy Statement to make this explicit.  Please see page 55 of the Revised Proxy Statement.

4.                                      Please disclose the material assumptions used in deriving each of the four financial forecast cases described on pages 55-56.

RESPONSE:  The Company has revised the Proxy Statement to add additional detail regarding the material assumptions underlying the four financial forecast cases.  Please see page 56 of the Revised Proxy Statement.

Opinion of the Financial Advisor to the PAGP GP Board, page 58

5.                                      Please provide us with the board books Jefferies prepared and presented.

RESPONSE:  Concurrent with the filing of the Revised Proxy Statement, Jones Day, counsel for Jefferies, is supplementally and confidentially providing to the Staff under separate cover, pursuant to Rule 12b-4 promulgated under the Securities and Exchange Act of 1934, as amended, and Rule 83 of the Commission’s Rules on Information and Requests (17 C.F.R. § 200.83), a copy of the presentation materials delivered by Jefferies to the PAGP GP board on July 8, 2016.  Such presentation materials constitute the “board book” prepared by Jefferies and presented to the Board in connection with Jefferies rendering its fairness opinion to the PAGP GP board.  Such information is being provided to the Staff on a supplemental and confidential basis only under separate cover, and is not to be filed with, deemed part of or included in the Proxy Statement or any amendment thereto.

Securities and Exchange Commission

September 8, 2016

Page 4

The Company has been advised that, in accordance with such Rules, counsel for Jefferies has requested that these materials be promptly returned following completion of the Staff’s review thereof and that counsel has, by separate letter, requested confidential treatment of such materials pursuant to such Rules.

6.                                      You refer the reader to the text of the fairness opinion for certain items that Item 1015(b) of Regulation M-A requires you to provide in the summary, such as the procedures followed. Please revise accordingly. In addition, the disclaimers which appear at pages 61, 69, and B-4 are inconsistent with the right of shareholders to rely on the fairness opinion. Eliminate any suggestion that the opinion was directed “solely” to your board or may not be relied upon by others. Refer to the related guidance available at the following location: http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm.

RESPONSE:  In response to the Staff’s comment in the first sentence of Comment 6, the Company has revised its disclosure on page 60 of the Revised Proxy Statement to clarify that the assumptions made, procedures followed matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion are all summarized in the disclosure that follows. With respect to the Staff’s comment regarding the language on page 61 of the Proxy Statement, the Company has revised its disclosure on page 63 of the Revised Proxy Statement to indicate that the opinion was “addressed to” the PAGP GP board. The Company has also removed the sentence that previously appeared on pages 69 and B-4 of the Proxy Statement to the effect that Jefferies’ opinion may not be “used or referred to…or quoted or disclosed…without [Jefferies’] prior written consent.”  Finally, the Company has removed the word “solely” from the first sentence that appears on page B-4.

7.                                      For each analysis involving the use of financial projections, please briefly explain why the advisor chose to use the three referenced sets of projections but not the “hybrid” case.

RESPONSE:  In response to the Staff’s comment, PAGP has revised its disclosure on pages 66 and 68 of the Revised Proxy Statement.

Securities and Exchange Commission

September 8, 2016

Page 5

General, page 68

8.                                      We note your reference to the “unrelated” matter for which Jefferies provided PAA with investment banking services within the past two years. Please revise to quantify the fees paid to Jefferies for these services. See Item 1015(b)(4) of Regulation M-A.

RESPONSE:  We acknowledge the Staff’s comment and have added the requested additional disclosures to the referenced section of the Proxy Statement.  Please note that we have also updated such disclosure to refer to an additional matter that was inadvertently omitted from the initial draft of the Proxy Statement.  Please see page 70 of the Revised Proxy Statement.

Comparison of the Rights of Our Shareholders Before and After the Transactions, page 78

Economic Alignment with PAA Common Unitholders, page 79

9.                                      Please disclose the number of Class A shares, Class B shares, and Class C shares that you believe will be outstanding after giving effect to the transactions contemplated by the Simplification Agreement, as well as the estimates and assumptions underlying your calculations. Also fill in the percentages and numbers omitted from the chart at page 16.

RESPONSE:  We have included the requested disclosure regarding the number of Class A shares, Class B shares and Class C shares expected to be outstanding after giving effect to the transactions contemplated by the Simplification Agreement on page 82 of the Revised Proxy Statement.  We have also included a description of the assumptions underlying those calculations.

In addition, we have updated the pro forma ownership chart on page 16 of the Revised Proxy Statement to include the previously omitted numbers and percentages.

Security Ownership of Certain Beneficial Owners and Management, page 90

Beneficial Ownership of Plains GP Holdings, L.P., page 90

10.                               Consistent with Item 403 of Regulation S-K and Exchange Act Rule 13d-3, please identify the natural person or persons who directly or indirectly exercise sole or shared voting and/or dispositive power with respect to the shares held by Tortoise Capital Advisors, L.L.C., Chickasaw Capital Management LLC, Salient Capital Advisors, and Oxy Holding Company (Pipeline), Inc.

RESPONSE:  The Company acknowledges the Staff’s comment and advises the Staff that, with regard to Tortoise Capital Advisors, L.L.C. (“Tortoise Capital”), Chickasaw Capital Management LLC (“Chickasaw Capital”) and Salient Capital Advisors (“Salient Capital”), which entities are not affiliates of the Company, it has furnished the information required by Item 403 of Regulation S-K “to the extent known by the persons on whose behalf the solicitation is made” in accordance with Item 6(d) of Schedule 14A.

Securities and Exchange Commission

September 8, 2016

Page 6

The Company listed Tortoise Capital and Chickasaw Capital as a result of Schedule 13F filings that each had made that preceded the filing of the Proxy Statement, and such filings do not provide information with respect to natural persons who exercise sole or shared voting or dispositive power over the securities reported in such filings.  Salient Capital’s beneficial ownership of Class A shares is derived from a Schedule 13G filed in January 2016 that does not indicate which natural persons exercise sole or share voting or dispositive power with respect to such Class A shares.

The Company has indicated on page 93 of the Revised Proxy Statement that the board of directors of Occidental Petroleum Corporation (“Oxy”) ultimately exercises voting and dispositive power with respect to the Class B shares held by Oxy Holding Company (Pipeline), Inc.  Oxy’s board consists of twelve members, which acts by majority approval.  Pursuant to the interpretation of Exchange Act Rule 13d-3 commonly known as the “rule of three” that arises from the position articulated by the Staff in the 1987 Southland Corp. no-action letter, the Company believes that, where voting and investment decisions of a company’s or its subsidiary’s portfolio securities are made by three or more individuals, and voting or investment decisions require the approval of a majority of those individuals, none of the individuals are deemed a beneficial owner of such portfolio securities.  Thus, the Company does not believe that any individual member of Oxy’s board of directors exercises voting or dispositive power with respect to the Class B shares held by Oxy Holding Company (Pipeline), Inc.

Unaudited Pro Forma Condensed Consolidated Financial

Mail Stop 4628
September 1, 2016

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

Re: Plains GP Holdings, L.P.
Preliminary Proxy Statement on Schedule 14A
Filed August 5, 2016
  File No. 1 -36132

Dear Mr. Armstrong:

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

The Transactions and Transaction Documents, page 23

Background of the Transactions, page 39

1. We note that representatives of PAA management and the boards of PAA and PAGP
reviewed and considered various alternative transaction structures at meetings held on
April 28, 2016, and May 18, 2016, respectively.  Please expand your disclosure regarding
the various alt ernatives that were considered at these meetings, and briefly explain how
you arrived at your conclusion “ that an IDR Elimination Transaction using the PAA
Simplification structure coupled with a distribution reduction appeared to present the  best
long-term solution for PAA and PAGP of the various alternatives considered .”

Unaudited Financial Projections of PAA, page 53

2. Explain to us how you decided which “summary information” regarding the projections
to omit and which to disclose.  In your discussion, please consider the guidance that Item

Greg L. Armstrong
Plains GP Holdings, L.P.
September 1, 2016
Page 2

 10(b) of Regulation S -K provides; in particular, please refer to Item 10(b)(2), which
discusses format considerations.

3. You state at page 89 that the PAGP board and its financial advisor considered the
projections i n its due diligence and in evaluating the recapitalization and related
transactions.  You state that the board considered the entities’ “prospects,” which
presumably derived at least in part from the projections, as part of its analysis in deciding
to appr ove the Transactions.  However, you state at page 53 that “ PAGP shareholders are
cautioned not to rely on the forecasts ” and at page 57 that the PAGP board viewed “ the
uncertainty of the unaudited financial projections of PAA and the bases on which the
PAG P GP board made its determination ” as weighing against approval.  Please revise to
clarify how the PAGP board used the projections in its deliberative process and during
negotiations, and explain further why it cautions shareholders against relying on the same
information when they decide how to cast their votes.

4. Please disclose the material assumptions used in deriving each of the four financial
forecast cases described on pages 55 -56.

Opinion of the Financial Advisor to the PAGP GP Board, page 58

5. Pleas e provide us with the board books  Jefferies  prepared and presented.

6. You refer the reader to the text of the fairness opinion for certain items that Item 1015(b)
of Regulation M -A requires you to provide in the summary, such as the procedures
followed.  Please revise accordingly.  In addition, the disclaimers which app ear at pages
61, 69, and B -4 are inco nsistent with the right of share holders to rely on the fairn ess
opinion.  Eliminate any  suggestion that the opinion was dir ected “solely” to your board or
may not be relied upon by others.  Refer to the related guidance available at the following
location: http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm -a.htm.

7. For each analysis involving the use of financial projections, please briefly explain why
the advisor chose to use the three referenced sets of projections but not the “hybrid” case.

General, page 68

8. We note your reference to the “unrelated” matter for which  Jefferies provided PAA  with
investment banking services within the past two years .  Please revise to  quantify the fees
paid to Jeff eries for these services.   See Item 1015(b)(4) of Regulation  M-A.

Greg L. Armstrong
Plains GP Holdings, L.P.
September 1, 2016
Page 3

 Comparison of the Rights of Our Shareholders Before and After the Transactions, page 78

Economic Alignment with PAA Commo n Unitholders, page 79

9. Please disclose the number of Class A shares, Class B shares , and Class C shares that you
believe  will be outstanding after giving effect to the transactions contemplated by the
Simplification Agreement,  as well as the estimates and  assumptions underlying your
calculations.  Also fill in the percentages and numbers omitted from the chart at page 16.

Security Ownership of Certain Beneficial Owners and Management, page 90

Beneficial Ownership of Plains  GP Holdings,  L.P., page 90

10. Consistent with Item 403 of Regulation S -K and Exchange Act Rule 13d -3, please
identify the natural person or persons who directly or indirectly exercise sole or shared
voting and/or dispositive power with respect to the shares held by Tortoise Capital
Advisors, L.L.C., Chickasaw Capital Management LLC, Salient Capital Advisors, and
Oxy Holding Company (Pipeline), Inc.

Unaudited Pro Forma Condensed Consolidated  Financial Statements , page P -1

11. You filed your Form 10 -Q for the quarterly period ended June 30,  2016 on August 8,
2016.  Please update your pro forma financial statements as well as your selected
historical financial information to reflect the financial information in cluded in that filing .

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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 t he 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 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.

Greg L. Armstrong
Plains GP Holdings, L.P.
September 1, 2016
Page 4

 You may contact Irene Barberena -Meissner, Attorney -Adviser, at (202) 551 -6548 or, in
her absence, Timothy S. Levenberg, Attorney -Adviser, at (202) 551 -3707 with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Sch wall
Assistant Director
Office of Natural Resources

cc: Alan Beck , Esq.
 Vinson & Elkins LLP

Mail Stop 4628
March 21 , 2016

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

Re: Plains GP Holdings , L.P.
  Registration Statement on Form S-3
Filed  March 10 , 2016
  File No.  333-210067

Dear Mr. Armstrong :

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 pending 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 any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation

Gerald L. Armstrong
Plains GP Holdings, L.P.
March 21 , 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Irene Barberena -Meissner, Staff Attorney, at (202) 551 -6548 with any
questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Alan Beck , Esq.
 Vinson & Elkins LLP

CORRESP
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PLAINS GP HOLDINGS, L.P.

333 Clay Street, Suite 1600

Houston, Texas  77002

March 21, 2016

Via EDGAR

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Plains GP Holdings, L.P.
 Registration Statement on Form S-3
 Filed March 10, 2016
 File No. 333-210067

Dear Mr. Schwall:

On behalf of Plains GP Holdings, L.P. (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:30 p.m., Washington, D.C. time, on March 23, 2016, or as soon thereafter as practicable.  As requested by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the Partnership hereby acknowledges 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 action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Partnership 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.

If you need additional information, please contact Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:

PAA   GP HOLDINGS LLC,

its   general partner

By:

/s/   Richard McGee

Name:

Richard   McGee

Title:

Executive   Vice President, General
   Counsel and Secretary

Signature Page to Acceleration Request

CORRESP
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filename1.htm

October 10, 2013

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.

Registration Statement on Form S-1

File No. 333-190227

Ladies and Gentlemen:

On behalf of Plains GP Holdings, L.P. (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m., Washington, D.C. time, on October 15, 2013, or as soon thereafter as practicable. The Partnership hereby acknowledges that:

·                  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;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and

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

This request has been transmitted via EDGAR. If you need additional information, please contact Alan Beck (713) 758-3638 of Vinson & Elkins L.L.P.

*              *              *              *              *

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:

PAA   GP HOLDINGS LLC,

its   general partner

By:

/s/   Richard McGee

Name:

Richard   McGee

Title:

Executive   Vice President, General Counsel and Secretary

cc:                                David Oelman, Vinson & Elkins L.L.P.

Alan Beck, Vinson & Elkins L.L.P.

Joshua Davidson, Baker Botts L.L.P.

Jason Rocha, Baker Botts L.L.P.

2

CORRESP
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filename1.htm

October 10, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Plains GP Holdings, L.P.  (the “Company”)

Registration Statement on Form S-1 (File No. 333-190227)

Ladies and Gentlemen:

As representative of the several underwriters of the Company’s proposed public offering of up to 147,200,000 Class A shares representing limited partner interests, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (ED) on Tuesday, October 15, 2013, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s  Preliminary Prospectus dated  October 7, 2013, through the date hereof:

Preliminary Prospectus dated October 7, 2013:

18,410 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,

BARCLAYS CAPITAL INC.

As Representative of the several underwriters

By:

/s/ Victoria Hale

Victoria Hale

Vice President

CORRESP
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filename1.htm

October 7, 2013

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.

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

Ladies and Gentlemen:

Set forth below are the responses of Plains GP Holdings, L.P. ( “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 4, 2013, with respect to Amendment No. 2 to Registration Statement on Form S-1, File No. 333-190227, filed with the Commission on September 26, 2013 (the “Registration Statement”). Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to Amendment No. 4 unless otherwise specified.

Amendment No. 2 to Registration Statement on Form S-1 Filed September 26, 2013

Summary, page 1

Organizational Structure, page 13

1.                                      It appears that each AAP unit is effectively linked with one of your Class B shares and a general partner unit for purposes of any transfer or exchange of AAP units.  See pages 57 and 134.  Therefore, please modify your “Exchange right” bullet under the “Existing Owners” oval to indicate that one AAP unit plus one Class B share plus one general partner unit is exchangeable for one Class A share.  Alternatively, tell us why such a description would not be accurate.  Please also make the changes to this diagram that were discussed by telephone during a call with counsel today.

RESPONSE:

We respectfully acknowledge the Staff’s comment and have revised the diagram as requested.  Please see pages 13 and 55.

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

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

RESPONSE:

We respectfully acknowledge the Staff’s comment and have revised the disclosure to remove any ambiguity about the fact that the Existing Owners will own a 78.9% membership interest in our general partner following the completion of the transactions.  Please see pages 15, 57 and 58.

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

RESPONSE:

We respectfully acknowledge the Staff’s comment and have revised Amendment No. 4 to include a new risk factor describing the risks associated with our ownership of a portion of the membership interest in our general partner.  The new risk factor also includes a cross reference to additional relevant disclosure in Amendment No. 4.  Please see pages 33, 228 and 229.

Forms of Opinion

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

RESPONSE:

We respectfully acknowledge the Staff’s comment and have filed final, signed versions of the opinions as exhibits to Amendment No. 4.  Please see Exhibits 5.1 and 8.1.

2

Exhibit 8.1

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

RESPONSE:

We respectfully acknowledge the staff’s comment and have revised the opinion contained in Exhibit 8.1 to remove the limitation on reliance.  Please see Exhibit 8.1.

*                                         *                                         *                                         *                                         *

3

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:

/s/   Richard K. McGee

Name:

Richard   K. McGee

Title:

Executive   Vice President, General Counsel and Secretary

Enclosures

cc:

Paul   Monsour

Timothy   Levenberg

David   P. Oelman

Alan   Beck

Joshua   Davidson

Jason   Rocha

Al   Swanson

4

CORRESP
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[Company Letterhead]

October 4, 2013

Timothy Levenberg

Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.

Registration Statement on Form S-1
 Filed July 29, 2013
 File No. 333-190227

Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), Plains GP Holdings, L.P. (the “Partnership,” “we,” “us” or “our”) hereby submits its proposed revisions to the Registration Statement on Form S-1, File No. 333-190227 (the “Registration Statement”) in response to the oral comments provided in such discussions.  The Partnership is also supplementally providing additional disclosure it expects to include in the next amendment to the Registration Statement.

*                                         *                                         *                                         *                                         *

Securities and Exchange Commission

October 4, 2013

Page 2

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:  PAA GP HOLDINGS LLC, its general partner

By:

/s/   Richard K. McGee

Name:

Richard   K. McGee

Title:

Executive   Vice President,

General   Counsel and Secretary

Enclosures

cc:                                H. Roger Schwall

Paul Monsour

David P. Oelman

Alan Beck

Joshua Davidson

Jason Rocha

Al Swanson

October 4 , 2013

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

Re: Plains GP Holdings, L.P.
Amendment No. 2 to Registration Statement on Form  S-1
Filed September 26, 2013
File No. 333-190227

Dear  Mr. McGee :

We have reviewed your response letter dated September 26, 2013  as well as your
amended registration statement  and have the following additional comments.

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

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

Amendment No. 2 to Registration Statement on Form S-1 Filed  September 26, 2013

Summary, page 1

Organizational Structure , page 13

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

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

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

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

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

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

Forms of Opinion

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

Exhibit 8. 1

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

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the i nformation the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclo sures they have made .

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

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

 should the Commission or the sta ff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date  of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

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

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. David P. Oelman

CORRESP
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filename1.htm

September 26, 2013

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:

Plains   GP Holdings, L.P.

Registration   Statement on Form S-1

Filed   July 29, 2013

File   No. 333-190227

Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), Plains GP Holdings, L.P. (the “Partnership,” “we,” “us” or “our”) hereby confidentially submits its currently expected offering terms of the initial public offering (the “Offering”) of Class A shares representing limited partner interests in the Partnership (“Class A shares”), including the bona fide price range pursuant to Item 503(b)(3) of Regulation S-K, the number of Class A shares to be offered, the estimated net proceeds the Partnership expects to receive from the Offering and the total number of Class A shares to be outstanding after the Offering. The Partnership expects that these pricing terms will be included in a future amendment to the Partnership’s Registration Statement on Form S-1, File No. 333-190227 (the “Registration Statement”).

The Offering terms include a bona fide estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of September 26, 2013. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.

The Partnership proposes to price the Offering with a bona fide price range of $22.00 to $25.00 per Class A share, with a midpoint of $23.50 per share. In the Offering, the Partnership proposes to sell up to 147,200,000 Class A shares, including up to 19,200,000 Class A shares that may be purchased by the underwriters pursuant to their option to purchase additional Class A shares. As discussed with members of the Staff, this range is initially being provided for your consideration by correspondence due to the Partnership’s and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

Additionally, the Partnership is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth herein. These marked changes will be incorporated into a future amendment to the Registration Statement. The Partnership seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future amendment to the Registration Statement.

*       *       *       *       *

Securities and Exchange Commission

September 26, 2013

Page 2

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:   PAA GP HOLDINGS LLC, its general partner

By:

/s/   Richard K. McGee

Name:

Richard   K. McGee

Title:

Executive   Vice President,

General   Counsel and Secretary

Enclosures

cc:

Paul   Monsour

Timothy   Levenberg

David   P. Oelman

Alan   Beck

Joshua   Davidson

Jason   Rocha

Al   Swanson

CORRESP
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September 26, 2013

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:          Plains GP Holdings, L.P.

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

Ladies and Gentlemen:

Set forth below are the responses of Plains GP Holdings, L.P. (“we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 18, 2013, with respect to Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-190227, filed with the Commission on September 6, 2013 (the “Registration Statement”). Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to the Amendment No. 2 to Registration Statement on Form S-1 unless otherwise specified.

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

General

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

RESPONSE:         We acknowledge the Staff’s comment and have filed with Amendment No. 2 the Amended and Restated Limited Partnership Agreement of Plains GP Holdings, L.P. We have also filed certain of the other exhibits with Amendment No. 2, including the form of (i) opinion of counsel as to the legality of the securities being registered and (ii) opinion of counsel relating to tax matters.  We will file the remaining omitted exhibits soon enough to allow sufficient time for the Staff to review them.

Prospectus Cover Page

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

RESPONSE:         We acknowledge the Staff’s comment and have revised the Registration Statement as requested.  Please see page 229.

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

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

RESPONSE:         We acknowledge the Staff’s comment and have removed the disclaimer language referenced above from the Registration Statement.  Please see page 262.

*              *              *              *              *

2

Please direct any questions that you have with respect to the foregoing or any requests for additional supplemental information to Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:   PAA GP HOLDINGS LLC, its general partner

By:

/s/   Richard K. McGee

Name:

Richard   K. McGee

Title:

Executive   Vice President,

Enclosures

General   Counsel and Secretary

cc:

Paul   Monsour

Timothy   Levenberg

David   P. Oelman

Alan   Beck

Joshua   Davidson

Jason   Rocha

Al   Swanson

3

September 18 , 2013

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

Re: Plains GP Holdings, L.P.
Amendment No. 1 to Registration Statement on Form  S-1
Filed September 6, 2013
File No. 333-190227

Dear  Mr. McGee :

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

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

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

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

General

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

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

 Prospectus Cover Page

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

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

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

Closing Comments

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its man agement are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made .

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

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from t aking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of t he disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

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

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

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

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

cc:  Mr. David P. Oelman

CORRESP
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September 5, 2013

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.

Registration Statement on Form S-1
 Filed July 29, 2013
 File No. 333-190227

Ladies and Gentlemen:

Set forth below are the responses of Plains GP Holdings, L.P. (the “Partnership,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 27, 2013, with respect to Registration Statement on Form S-1, File No. 333-190227, filed with the Commission on July 29, 2013 (the “Registration Statement”). Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified.

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

General

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

RESPONSE:                            We acknowledge the Staff’s comment and advise the Staff that the Partnership intends to file the form of the Amended and Restated Agreement of Limited Partnership of Plains GP Holdings, L.P. with a subsequent amendment to the Registration Statement. We also wish to inform the Staff that the NYSE has scheduled the Partnership for a pre-filing confidential review on September 6, 2013.  Once the NYSE has cleared us, we will file a listing application with the NYSE.  We undertake to provide in future amendments updated

information regarding the status of our NYSE listing application, as well as all omitted exhibits and all information in the Registration Statement that we are not entitled to omit under Rule 430A.  We will allow sufficient time for the Staff to review our complete disclosure (including all omitted exhibits) and for us to respond to any comments that may result from the Staff’s review prior to the distribution of the preliminary prospectus.

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

RESPONSE:                            We acknowledge the Staff’s comment and undertake to provide the requested statement and a copy of the FINRA no-objections letter to the Staff as soon as such no-objections letter becomes available.

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

RESPONSE:                            We acknowledge the Staff’s comment and have included updated financial statements and related disclosures in the prospectus in accordance with Rule 3-12 of Regulation S-X.

Prospectus Cover Page

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

RESPONSE:                            We acknowledge the Staff’s comment and respectfully submit our belief that no further disclosure in the Registration Statement relating to general partner liability is warranted.  We concur with the Staff’s assertion regarding indirect control of PAA GP LLC (“PAA GP”) by the Partnership, but, for the reasons described below, we do not believe that subjects us or our limited partners to meaningful risk of liability.

Specifically, while Section 17-403 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) subjects general partners to liability for the obligations of limited partnerships, Section 17-108 of the Delaware Act permits a limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.  As permitted by Section 17-108 of the Delaware Act, Section 7.7 of PAA’s limited partnership agreement (“PAA’s LPA”) provides broad indemnification to various indemnitees, including PAA GP and its affiliates, among others.  Section 7.7 of PAA’s LPA

2

(http://www.sec.gov/Archives/edgar/data/1070423/000119312512245124/d357272dex31.htm) provides in pertinent part as follows:

“To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that in each case the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in, or (in the case of a Person other than the General Partner) not opposed to, the best interests of the Partnership and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful…”

Given that the definition of “Indemnitee” under PAA’s LPA includes the General Partner (PAA GP) and its Affiliates, this indemnity extends to the Partnership as well as to PAA GP, AAP, Plains All American GP LLC and the Partnership’s general partner.  As a result of these indemnification arrangements, PAA is generally required economically to bear the general partner liability that might otherwise attach pursuant Section 17-403 of the Delaware Act.

In addition to this contractual indemnity, PAA’s organizational structure in combination with the terms of its commercial contracts further protects the Partnership and its limited partners from liability associated with ownership or control of PAA’s general partner.  First, PAA is primarily a holding company and substantially all of PAA’s commercial contracts are entered into by subsidiaries who benefit from a corporate or LLC structure that protects the owners of these corporate entities, including PAA and the Partnership, from direct liability.  Second, in the limited circumstances where PAA is a contractual counter-party (e.g., material debt agreements), the obligations under such contracts have been made expressly non-recourse to PAA GP.  For these reasons and the protections afforded by PAA’s LPA with respect to indemnification and exculpation of PAA GP and affiliated entities, we believe the likelihood that the Partnership or any other entity affiliated with PAA GP could be held individually liable for material obligations is remote and therefore not material to a prospective investor’s investment decision in this offering.

For all of these reasons, we respectfully request the Staff’s concurrence in our belief that no further disclosure in the Registration Statement is warranted.

Summary, page 1

Organizational Structure, page 12

5.                                      Please revise the diagram to provide the omitted percentages.  Also, please break out as a separate entry the amount of PAA owned directly by the Existing Owners.  For example, you could move the “Public PAA Investors” to the other side of PAA and

3

draw a line from your “Existing Owners” to PAA that runs parallel to the Public PAA Investors’ line and quantifies the limited partnership interest in PAA that each entity owns.  We note footnote 3 to the chart in that regard.

RESPONSE:                            We acknowledge the Staff’s comment and advise the Staff that the omitted percentages are not yet ascertainable, as the percentages are directly correlated to the intended size of the offering, which is the subject of ongoing discussions between the Existing Owners and the underwriters.  We advise the Staff that we will revise the diagram on pages 13 and 54 to provide the omitted percentages in a future amendment to the Registration Statement following a determination of the omitted percentages. With respect to the separate entry of the percentage interest in PAA owned directly by the Existing Owners, we have revised the Registration Statement as requested to provide a placeholder to reflect the amount of PAA owned directly by the Existing Owners, which amount will be provided in a future amendment to the Registration Statement.  Please see pages 13 and 54.

Limited Call Right, page 19

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

RESPONSE:                            We acknowledge the Staff’s comment and advise the Staff that, based on the expected percentage of Class A and Class B shares owned by our Existing Owners and their affiliates as of the consummation of the offering, and assuming that our Existing Owners and their affiliates do not acquire any additional Class A and Class B shares, our general partner would not have the ability to exercise the call right.  Therefore, we respectfully submit that any revision to the disclosure is not appropriate at this time.  However, if for any reason the anticipated ownership levels of the Existing Owners and the referenced affiliates were to increase as of the consummation of the offering and this threshold amount would be met, providing our general partner with the ability to exercise the call right, we would adjust the threshold or further revise this disclosure in a subsequent amendment to the Registration Statement.

In addition, Rule 13e-4(h)(1) of the Securities Exchange Act of 1934 provides that “this rule shall not apply to calls or redemptions of any security in accordance with the terms and conditions of its governing instruments.” The Partnership’s partnership agreement (the instrument that governs the terms and conditions of our Class A shares and Class B shares), which we will file with a subsequent amendment to the Registration Statement, will provide our general partner with the limited call right described in the Registration Statement. Consequently, we believe that the tender offer rules are not applicable to the contractual call right of our general partner and therefore we do not expect that our general partner would file a Schedule TO if this right is

4

exercised.  To the extent that the exception set forth in Rule 13e-4(h)(1) is not available, any exercise of the call right would be made in compliance with the tender offer rules.

Material Tax Consequences, page 20

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

RESPONSE:                            We acknowledge the Staff’s comment and have undertaken to revise the Registration Statement accordingly.  Please see “Material U.S. Federal Income Tax Consequences” beginning on page 255.  Please note that the revisions to such section include the addition of a statement to the effect that the legal conclusions in such section are, unless otherwise noted, the legal opinion of Vinson & Elkins L.L.P.  Please note that we intend to file the legal opinion of Vinson & Elkins L.L.P. confirming the legal conclusions in such section as Exhibit 8.1 in a future amendment to the Registration Statement.  We believe that the revised disclosure accurately describes all of the material federal income tax consequences related to the securities being offered, as well as those flowing from the Partnership’s election to be treated as a corporation for federal income tax purposes.  Regarding the reasons for the Partnership’s decision to make such election, the Partnership has elected to be taxed as a corporation for federal income taxes as it believes this election will provide the Partnership with access to a larger pool of investor capital.  This access largely results from the fact that certain institutional investors will only make (or at least have a strong preference for) investments in entities that issue Form 1099s to investors as opposed to entities that issue partnership returns on Form K-1, which returns could include an allocation of specific types of income that certain institutional investors desire to avoid.  We do not believe an explanation of the reasons for our election to be treated as a corporation for federal income tax purposes is material to an investment decision with respect to the Partnership’s Class A shares and have therefore not proposed to include additional language explaining the election.  We have disclosed in the Summary of the Registration Statement and elsewhere the different nature of the tax reporting associated with an investment in the Partnership, as compared to a master limited partnership.  See pages 1, 21, 230 and 255 of the revised Registration Statement.

Risk Factors, pa

August 27 , 2013

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

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

Dear  Mr. McGee :

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

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

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

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

General

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

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

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

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

Prospectus Cover Page

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

Summary, page 1

Organizational Structure , page 12

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

Limited Call Right, page 19

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

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

 Material Tax Consequences , page 20

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

Risk Factors, page 23

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

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

Our Cash Distribution Policy and Restrictions on Distributions, page 62

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

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

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

PAA’s  Cash  Distribution  Policy,  page  67

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

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

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

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

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

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

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

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

 Lock -Up Agreements, page s 247 and 256

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

Index  to Financial  Statements,  page  F-1

Plains  All American  Pipeline,  L.P.

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

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

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

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

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

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

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

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1 933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made .

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

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

 should the Commission or the staff, acting pursuant to delegated a uthority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirm ation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the a bove registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

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

Sincerely,

/s/ A.N. Parker for

H. Roger Schwall
Assistant Director

cc:  Mr. David P. Oelman