MARTIN MIDSTREAM PARTNERS LP (Form: 8-K, Received: 02/01/2011)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report February 1, 2011 (date of earliest event reported): January 31, 2011

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE	000-50056	05-0527861
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

4200 Stone Road

Kilgore, TX 75662

(Address of principal executive offices)(Zip code)

Registrant's telephone number, including area code: (903) 983-6200

Not Applicable

(Former name or former address, if changed since last 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):

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

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

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

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 31, 2011, Martin Midstream GP LLC, the general partner (the “General Partner”) of Martin Midstream Partners L.P. (the “Partnership”) approved and executed Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership. This amendment revised the definition of “Conflicts Committee” to provide that each director on the Conflicts Committee must meet the independence standards required to serve on an audit committee of a board of directors as set forth by the national securities exchange on which the Partnership’s common units are listed; provided, however, that a director with a family member who is a partner with a foreign affiliate in the international cooperative of the Partnership’s registered independent public accounting firm shall be deemed to meet such independence standards if such director meets all other independence standards of the national securities exchange and the Board of the Directors of the General Partner affirmatively determines that such family relationship will not impair such director’s independent judgment as a member of the Conflicts Committee.

Item 9.01. Exhibits.

(d) Exhibits.


Exhibit No.		Description
3.1		Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated January 31, 2011.

SIGNATURES

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.

MARTIN MIDSTREAM PARTNERS L.P.

By: Martin Midstream GP LLC,

Its General Partner

Date: February 1, 2011 By: /s/ Robert D. Bondurant

Robert D. Bondurant,

Executive Vice President and

Chief Financial Officer

INDEX TO EXHIBITS


Exhibit No.		Description
3.1		Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated January 31, 2011.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED

MARTIN MIDSTREAM PARTNERS L.P.

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P. (this “Amendment”), dated as of January 31, 2011, is entered into by Martin Midstream GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of Martin Midstream Partners L.P. (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated as of November 25, 2009 (as heretofore amended, the “Partnership Agreement”).

WHEREAS, a member of the Board of Directors has a family member who is a partner with a foreign affiliate in the international cooperative of the Partnership’s registered independent public accounting firm;

WHEREAS, the Board of Directors believes that it is in the best interests of the Partnership for such member not to be prohibited from serving as a member of the Conflicts Committee solely as a result such familial relationship;

WHEREAS, to allow such member to be considered for service on the Conflicts Committee, the Board of Directors desires to amend Section 1.1 of the Partnership Agreement to allow the Board of Directors to consider whether such member would be able to exercise his or her independent judgment in carrying out the responsibilities of a member of the Conflicts Committee notwithstanding such familial relationship;

WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner may amend any provision of the Partnership Agreement without the approval of any Partner to reflect a change that, in the discretion of the General Partner, does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and

WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that this Amendment to the Partnership Agreement does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, and that such Amendment is in the best interests of the Partnership and the Limited Partners.

NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

1. Section 1.1 is hereby amended to amend and restate the following definition:

a. “Conflicts Committee” means a committee of the Board of Directors of the General Partner composed entirely of two or more directors who are not (a) security holders, officers or employees of the General Partner, (b) officers, directors or employees of any Affiliate of the General Partner or (c) holders of any ownership interest in the Partnership Group other than Common Units and who also meet the independence standards required to serve on an audit committee of a board of directors by the National Securities Exchange on which the Common Units are listed for trading; provided that if any director meets all such independence standards of such National Securities Exchange but for the fact that such director has a family member who is a partner with a foreign affiliate in the international cooperative of the Partnership's registered independent public accounting firm (a “Familial Relationship”), such director shall be deemed to meet such independence standards of such National Securities Exchange for purposes of this definition of “Conflicts Committee” if (i) such director meets all of the independence standards of such national Securities Exchange other than such Familial Relationship and (ii) the Board of Directors of the General Partner makes an affirmative determination in good faith, after reasonable inquiry and deliberation, that the Familial Relationship would not impair the ability of such director to exercise his or her independent judgment in carrying out the responsibilities of a member of the Conflicts Committee.

2. General Authority. The appropriate officers of the General Partner are hereby authorized to make such further clarifying and conforming changes they deem necessary or appropriate, and to interpret the Partnership Agreement, to give effect to the intent and purpose of this Amendment.

3. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

4. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the General Partner has executed this Amendment to be effective as of the date first set forth above.


	GENERAL PARTNER Martin Midstream GP, LLC
	By:		/s/ Robert D. Bondurant
	Name:		Robert D. Bondurant
	Title:		Executive Vice President and Chief Financial Officer