UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) of ~~the~~OF ~~Securities Exchange~~THE ~~Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): August 10, 2009 (August 6, 2009)~~ 1934

~~MAGELLAN~~Date ~~MIDSTREAM~~of ~~HOLDINGS~~report (Date of earliest event reported): September 30, ~~L.P.~~2009 (September 25, 2009)

~~(Exact~~Magellan ~~name~~Midstream ofHoldings, ~~registrant~~L.P. ~~as specified in its charter)~~

DELAWARE		001-32745		20-4328784
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

One Williams Center

Delaware

001-32745

20-4328784

(State or Other

Jurisdiction of

Incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

Tulsa, Oklahoma 74172


One Williams Center, Tulsa, Oklahoma		74121
(Address of Principal Executive Offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip~~code: ~~Code~~(918) 574-7000

~~Registrant’s~~Not ~~telephone~~Applicable ~~number, including area code (918) 574-7000~~

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~Amendment~~Plan ~~to Simplification~~of ~~Agreement~~Liquidation

OnIn ~~August 6,~~connection ~~2009,~~with the completion of the matters contemplated by the previously announced Agreement Relating to Simplification of Capital Structure by and among Magellan Midstream Partners, L.P. (the “~~MMP~~Partnership”), Magellan GP, LLC (the “Partnership GP”), Magellan Midstream Holdings, L.P. (“~~MGG~~Holdings”) and ~~their~~Magellan ~~respective~~Midstream ~~general~~Holdings ~~partners~~GP, ~~entered~~LLC ~~into~~(“Holdings ~~Amendment~~GP”) ~~No.~~dated March 13, to2009 (the ~~Agreement Relating to~~ “Simplification ~~of Capital Structure~~Agreement”), ~~dated~~on ~~as of March~~September 330, 2009, byHoldings and ~~among~~Holdings ~~MMP~~GP, ~~MGG~~for itself and ~~their~~on ~~respective~~behalf ~~general~~ of all the limited partners (of Holdings, entered into the Plan of Liquidation of Holdings (“~~Simplification~~Plan ~~Agreement~~of Liquidation”)., ~~Amendment~~pursuant ~~No.~~to which effective September 130, to2009, ~~the~~Holdings ~~Simplification~~dissolved ~~Agreement~~and ~~extends~~wound-up its affairs and the Partnership ~~date~~common ~~after~~units ~~which~~it received pursuant to the Simplification Agreement ~~may~~and bethe ~~terminated~~Contribution byAgreement ~~either~~(as ~~MMP~~defined orbelow) ~~MGG~~were ifdistributed to the ~~effective~~Holdings ~~time~~common ofunitholders. ~~the~~Pursuant ~~matters contemplated~~to ~~thereby~~the ~~has~~Plan ~~not~~of ~~occurred~~Liquidation, ~~(subject~~Holdings towill ~~certain~~be ~~exceptions).~~terminated pursuant ~~Such~~to ~~termination~~the ~~date~~filing ~~has~~of ~~been~~a ~~extended~~certificate ~~from~~of ~~September 30,~~cancellation ~~2009~~of toits ~~November 19,~~certificate ~~2009.~~of ~~The~~limited ~~other~~partnership ~~provisions~~with of the ~~Simplification~~Secretary ~~Agreement~~of ~~remain~~State inof ~~full~~the ~~force~~State ~~and effect~~of Delaware.

The ~~terms~~foregoing description of ~~Amendment~~the ~~No. 1~~Plan toof ~~the~~Liquidation ~~Simplification~~does ~~Agreement~~not ~~were~~purport ~~unanimously~~to ~~approved~~be bycomplete ~~the~~and ~~conflicts~~is ~~committee,~~qualified ~~comprised of~~in ~~independent~~its ~~directors,~~entirety ofby reference to the ~~board~~complete text of ~~directors~~such ofagreement, ~~MMP’s~~a ~~general~~copy ~~partner,~~of ~~and~~which byis ~~the~~filed ~~conflicts~~as Exhibit ~~committee,~~2.3 ~~comprised~~to ofthis ~~independent~~Current ~~directors,~~Report ofon ~~the~~Form ~~board~~8-K ofand ~~directors~~is ofincorporated ~~MGG’s~~herein ~~general~~by ~~partner~~reference.

~~The~~Contribution ~~special meetings of MMP~~ and ~~MGG unitholders with respect to the matters contemplated by the Simplification~~ Assumption Agreement ~~are scheduled for September 25, 2009, as described in the definitive joint proxy statement/prospectus that has been mailed to MMP and MGG unitholders.~~

~~Amendment~~On ~~No.~~September 128, 2009, the Partnership, the Partnership GP, Holdings, Holdings GP and MGG GP Holdings, LLC (the sole member of Holdings GP) entered into a Contribution and Assumption Agreement (the “Contribution Agreement”). Pursuant to the ~~Simplification~~Contribution Agreement, isimmediately ~~filed~~following asthe ~~Exhibit~~transformation ~~2.1~~and the distributions, (i) Holdings contributed 100% of the limited liability company interests in the sole member of Holdings GP to ~~this~~the ~~Current~~Partnership ~~Report~~GP; on(ii) Holdings ~~Form~~contributed ~~8-K~~100% of the limited liability company interests in the Partnership GP to the Partnership; (iii) Holdings contributed to the Partnership all of its cash and isother ~~incorporated~~remaining byassets ~~reference~~other ~~herein~~than the Partnership common units it received pursuant to the Contribution Agreement; and (iv) the Partnership agreed to assume all of the liabilities and satisfy all debts and obligations of Holdings.

~~MMP~~The ~~and~~foregoing ~~MGG~~description ~~have~~of ~~filed~~the aContribution ~~joint~~Agreement does ~~proxy~~not ~~statement/prospectus~~purport ~~and~~to ~~other~~be ~~documents~~complete ~~with the Securities~~ and ~~Exchange~~is ~~Commission~~qualified ~~(SEC)~~ in ~~relation~~its toentirety ~~the~~by ~~proposed~~reference ~~simplification of their capital structure. Investors and security holders are urged~~ to ~~read these documents carefully because they contain important information regarding MMP, MGG and~~ the ~~simplification.~~complete Atext ~~definitive joint proxy statement/prospectus has been sent to unitholders~~ of ~~MMP~~such ~~and MGG seeking their approvals as contemplated by the simplification~~ agreement., ~~Investors and security holders may obtain~~ a ~~free~~ copy of ~~the~~which ~~joint~~is ~~proxy~~filed ~~statement/prospectus~~as ~~and~~Exhibit ~~other documents containing information about MMP and MGG at the SEC’s website at www~~10.~~sec.gov.~~1 ~~Copies~~to ofthis ~~the~~Current ~~joint~~Report ~~proxy~~on ~~statement/prospectus~~Form 8-K and ~~the~~is ~~SEC filings~~ incorporated byherein ~~reference in the joint proxy statement/prospectus may also be obtained free of charge~~ by ~~contacting Investor Relations at (877) 934-6571 or by accessing www~~reference.~~magellanlp.com~~ ~~or www.mgglp.com.~~

~~MMP,~~Item ~~MGG~~2.01. ~~and~~Completion ~~the officers and directors~~ of ~~the~~Acquisition ~~general~~or ~~partner~~Disposition of each partnership may be deemed to be participants in the solicitation of proxies from their security holders. Information about these persons can be found in the annual report and proxy statement for each partnership as filed with the SEC, and additional information about such persons may be obtained from the joint proxy statement/prospectus. Assets

~~This~~On ~~communication~~September 30, ~~shall~~2009, ~~not~~the ~~constitute~~Partnership anand ~~offer~~Holdings ~~to sell~~completed ortheir ~~the~~simplification ~~solicitation~~ of ancapital ~~offer~~structure pursuant to ~~buy~~the ~~any~~Simplification ~~securities,~~Agreement. ~~nor~~The ~~shall~~matters ~~there~~contemplated beby ~~any~~the ~~sale~~Simplification Agreement ofare ~~securities~~referred to collectively in ~~any~~this ~~jurisdiction~~Current inReport ~~which~~on ~~such~~Form 8-K as the “Simplification.”

~~offer,~~A ~~solicitation~~description orof the ~~sale~~Simplification ~~would~~and bethe ~~unlawful~~related ~~prior~~matters toand ~~registration~~all oragreements ~~qualification~~executed ~~under~~in ~~the~~connection ~~securities~~therewith ~~laws~~are ofcontained ~~any~~in ~~such~~Holdings’ ~~jurisdiction.~~Current NoReports ~~offering~~on ~~of securities~~Form ~~shall~~8-K befiled ~~made~~with ~~except~~the bySecurities ~~means~~and ofExchange aCommission ~~prospectus~~on ~~meeting~~March 4, ~~the~~2009 ~~requirements~~and ofAugust 10, 2009 ~~the~~and ~~Securities~~are ~~Act~~incorporated ofby ~~1933,~~reference ~~as amended~~herein.

Item 3.01.

Notice of Delisting or Failure to Satisfy an Continued Listing Rule or Standard; Transfer of Listing

In connection with the completion of the matters contemplated by the Simplification Agreement, trading of the Holdings common units on the New York Stock Exchange was suspended effective after the close of the market on September 25, 2009.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the completion of the Simplification, pursuant to the Contribution Agreement, the limited liability company agreement of Holdings GP and the limited partnership agreement of Holdings were amended in order to facilitate and reflect the matters contemplated by the Contribution Agreement.

Item 8.01.

Other Events

On September 25, 2009, the Partnership and Holdings issued a joint press release announcing the approval by their respective unitholders of the Simplification and all related proposals and announcing the appointment of the independent members of the board of directors of Holdings GP to the board of directors of the Partnership GP. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

~~Exhibit~~(d) 2Exhibits.1 ~~Amendment No. 1, dated as of August 6, 2009, to the Agreement Relating to Simplification of Capital Structure, dated as of March 3, 2009, by and among MMP, MGG and their respective general partners.~~

SIGNATURES



2.1		Agreement Relating to Simplification of Capital Structure, dated as of March 3, 2009, by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings GP, LLC (incorporated by reference to Exhibit 2.1 to Magellan Midstream Holdings L.P.’s Current Report on Form 8-K filed on March 4, 2009).

2.2		Amendment No. 1, dated as of August 6, 2009, to the Agreement Relating to Simplification of Capital Structure, dated as of March 3, 2009, by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings GP, LLC (incorporated by reference to Exhibit 2.1 to Magellan Midstream Holdings, L.P.’s Current Report on Form 8-K filed on August 10, 2009).

2.3*		Plan of Liquidation of Magellan Midstream Holdings, L.P. dated September 30, 2009 by and among Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings GP, LLC, for itself and on behalf of all limited partners of Magellan Midstream Holdings, L.P.

10.1		Contribution and Assumption Agreement dated September 28, 2009 by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P., Magellan Midstream Holdings GP, LLC and MGG GP Holdings, LLC (incorporated by reference to Exhibit 10.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K filed on September 30, 2009).

99.1		Joint Press Release dated September 25, 2009 (incorporated by reference to Exhibit 99.1 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K filed on September 30, 2009).

*Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Magellan Midstream Holdings, L.P.
	By:	Magellan Midstream Holdings GP, LLC,
		its General Partner
Date: August 10, 2009	By:	/s/ Lonny E. Townsend
	Name:	Lonny E. Townsend
	Title:	Senior Vice President, General Counsel and Corporate Secretary


Magellan Midstream Holdings, L.P.

By:		Magellan Midstream Holdings GP, LLC,
		its General Partner

By:		/s/ Lonny E. Townsend
		Lonny E. Townsend
		Senior Vice President, General Counsel and
		Corporate Secretary

~~EXHIBIT~~Dated: ~~INDEX~~September 30, 2009

Exhibit ~~2.1~~Index ~~Amendment No. 1, dated as of August 6, 2009, to the Agreement Relating to Simplification of Capital Structure, dated as of March 3, 2009, by and among MMP, MGG and their respective general partners.~~


Exhibits.

2.1		Agreement Relating to Simplification of Capital Structure, dated as of March 3, 2009, by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings GP, LLC (incorporated by reference to Exhibit 2.1 to Magellan Midstream Holdings, L.P.’s Current Report on Form 8-K filed on March 4, 2009).

2.2		Amendment No. 1, dated as of August 6, 2009, to the Agreement Relating to Simplification of Capital Structure, dated as of March 3, 2009, by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings GP, LLC (incorporated by reference to Exhibit 2.1 to Magellan Midstream Holdings, L.P.’s Current Report on Form 8-K filed on August 10, 2009).

2.3*		Plan of Liquidation of Magellan Midstream Holdings, L.P. dated September 30, 2009 by and among Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings GP, LLC, for itself and on behalf of all limited partners of Magellan Midstream Holdings, L.P.

10.1		Contribution and Assumption Agreement dated September 28, 2009 by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P., Magellan Midstream Holdings GP, LLC and MGG GP Holdings, LLC (incorporated by reference to Exhibit 10.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K filed on September 30, 2009).

99.1		Joint Press Release dated September 25, 2009 (incorporated by reference to Exhibit 99.1 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K filed on September 30, 2009).

*	Filed herewith.

Filing Compare · MAGELLAN MIDSTREAM HOLDINGS LP