SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

HILAND PARTNERS, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

431291 10 3

(CUSIP Number)

Matthew S. Harrison
Hiland Partners, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Tel: (580) 242-6040

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Hiland Holdings GP, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,381,471 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

5,381,471 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,381,471 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

57.4%⁽²⁾

TYPE OF REPORTING PERSON*

PN — Limited Partnership

*SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of these Common Units.

(2) Excludes 3,060,000 Subordinated Units, which are not registered under the Exchange Act but are convertible into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-119908), incorporated herein by reference.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Hiland Partners GP Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,381,471 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

5,381,471 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,381,471 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

57.4%⁽²⁾

TYPE OF REPORTING PERSON*

OO — Limited Liability Company

*SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of these Common Units.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

HH GP Holding, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

7,735,513 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

7,735,513 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,735,513 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

82.5%⁽²⁾

TYPE OF REPORTING PERSON*

OO — Limited Liability Company

*SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of 5,381,471 Common Units and HH GP Holding is the direct beneficial owner of 2,354,042 Common Units.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold Hamm

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

7,735,513 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

7,735,513 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,735,513 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

82.5%⁽¹⁾

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of 5,381,471 Common Units and HH GP Holding is the direct beneficial owner of 2,354,042 Common Units.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bert Mackie

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

1,635,481

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,635,481

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,635,481⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

17.5%

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS

⁽¹⁾ Consists of 981,024 Common Units and 654,457 Common Units held by the Harold Hamm DST Trust and the Harold Hamm HJ Trust, respectively. Mr. Mackie serves as trustee for each of the trusts and has sole voting and dispositive power with respect to the Common Units owned by each of them. Mr. Mackie disclaims any pecuniary interest in such Common Units.

EXPLANATORY NOTE

This Amendment No. 7 to Schedule 13D (this “Amendment”) to the Schedule 13D filed on January 15, 2009 (the “Schedule 13D”) with the Securities and Exchange Commission (the “Commission”), as amended by Amendment No. 1 thereto filed on April 21, 2009 and Amendment No. 2 thereto filed on June 2, 2009, Amendment No. 3 thereto filed on September 9, 2009, Amendment No. 4 thereto filed on October 27, 2009, Amendment No. 5 thereto filed on October 27, 2009 and Amendment No. 6 thereto filed on November 4, 2009, relating to the common units (the “Common Units”) representing limited partner interests of Hiland Partners, LP (the “Issuer”) is being filed by Harold Hamm, HH GP Holding, LLC (“HH GP Holding”), Hiland Partners GP Holdings, LLC (“Holdings GP”), Hiland Holdings GP, LP (“Holdings”), Bert Mackie, the trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust (together, the “Trusts”), Joseph L. Griffin, Chief Executive Officer, President and Director of each of Holdings GP and Hiland Partners GP, LLC, the general partner of the Issuer (“Hiland GP”), and Matthew S. Harrison, Chief Financial Officer, Vice President-Finance, Secretary and a Director of each of Holdings GP and Hiland GP (collectively, the “Reporting Persons”). The Schedule 13D is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Unless set forth below, all previous Items of the Schedule 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

The disclosure in Item 3 is hereby supplemented by adding the following after the last paragraph thereof:

On December 4, 2009, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving limited partnership owned by HH GP Holding, the Trusts and Hiland Holdings (and to the extent they own restricted Common Units, officers and employees of the Issuer). In connection with the consummation of the merger, the Issuer requested that NASDAQ Stock Market LLC file with the Securities and Exchange Commission an application on Form 25 to remove the Common Units from listing on the NASDAQ Global Select Market and to deregister the Common Units under Section 12(b) of Securities Exchange Act of 1934, as amended. Consequently, trading of the Common Units on the NASDAQ Global Select Market was suspended prior to market opening on December 7th, 2009. Except as set forth in this statement (including any information incorporated by reference) and in connection with the transaction described above, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 4. Purpose of the Transaction.

The last paragraph of Item 3 above is hereby incorporated by reference in its entirety into this Item 4.

Item 5. Interest in Securities of the Issuer

This Item 5 shall be deemed to amend and restate Item 5 of the Schedule 13D in its entirety:

(a)-(b)		(i) Holdings directly beneficially owns 5,381,471 Common Units, or 57.4% of the Common Units outstanding. Pursuant to Holdings’ partnership agreement, a merger of the Issuer requires the consent of Holdings’ general partner. Accordingly, Holdings has shared voting and dispositive power with respect to all such Common Units with Holdings GP, its general partner, HH GP Holding, Holdings GP’s sole member, and Mr. Hamm, HH GP Holding’s sole member.

		(ii) Holdings GP indirectly beneficially owns 5,381,471 Common Units, or 57.4% of the Common Units outstanding. Holdings GP has shared voting and dispositive power with respect to all such Common Units with Holdings, the direct beneficial owner of the Common Units, HH GP Holding, Holdings GP’s sole member, and Mr. Hamm, HH GP Holding’s sole member.

		(iii) HH GP Holding directly beneficially owns 2,354,042 Common Units and indirectly beneficially owns 5,381,471 Common Units, for an aggregate of 7,735,513 or 82.5% of the Common Units outstanding. HH GP Holding has shared voting and dispositive power with Holdings and Holdings GP, Holdings’ general partner, with respect to 5,381,471 Common Units, and with Mr. Hamm, the sole member of HH GP Holding, with respect to 2,354,042 Common Units.

		(iv) Mr. Hamm indirectly beneficially owns 7,735,513 Common Units, or 82.5% of the Common Units outstanding. Mr. Hamm has shared voting and dispositive power with respect to 5,381,471 Common Units with Holdings and Holdings GP, its general partner, and with HH GP Holding, Holdings GP’s sole member with respect to 2,354,042 Common Units.

(v) Mr. Mackie, as the trustee of the Trusts, indirectly beneficially owns 1,635,481 Common Units or 17.5% of the Common Units outstanding. Mr. Mackie has sole voting and dispositive power with respect to all of such Common Units.

(c)

None.

(d)

As trustee of each of the Trusts, Mr. Mackie is the indirect beneficial owner of 981,024 Common Units and 654,457 Common Units owned of record by the Harold Hamm DST Trust and the Harold Hamm HJ Trust, respectively. The Trusts have the right to receive any cash distributions made in respect of, or the proceeds from any sale of, such Common Units indirectly beneficially owned by Mr. Mackie.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The last paragraph of Item 3 above is hereby incorporated by reference in its entirety into this Item 6.

SIGNATURE

Hiland Partners, LP SC 13D/A