Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MAGELLAN MIDSTREAM HOLDINGS LP
   2. Issuer Name and Ticker or Trading Symbol
MAGELLAN MIDSTREAM PARTNERS LP [MMP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE WILLIAMS CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
04/11/2005
(Street)

TULSA, OK 74172		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests (1) 04/11/2005   S     2,839,848   (3)   (2) Common Units representing limited partner interests 2,839,848 (4) (5) $ 57.5 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAGELLAN MIDSTREAM HOLDINGS LP
ONE WILLIAMS CENTER
TULSA, OK 74172		   X   X    
MAGELLAN MIDSTREAM MANAGEMENT LLC
ONE WILLIAMS CENTER
TULSA, OK 74172		   X   X    
MADISON DEARBORN CAPITAL PARTNERS IV LP

 		   X   X    
MADISON DEARBORN PARTNERS LLC
THREE FIRST NATIOANL PLAZA STE 3800
CHICAGO, IL 60602		   X   X    
RIVERSTONE HOLDINGS LLC
1 GREENWICH OFFICE PARK
GREENWICH, CT 06831		   X   X    
CARLYLE RIVERSTONE ENERGY PARTNERS II LP

 		   X   X    
C R ENERGY GP II LLC

 		   X   X    
CARLYLE RIVERSTONE MLP HOLDINGS LP

 		   X   X    
MADISON DEARBORN PARTNERS IV LP
THREE FIRST NATIONAL PLAZA STE 3800
CHICAGO, IL 60602		   X   X    

Signatures

 John D. Chandler, Vice President, Chief Financial Officer and Treasurer of Magellan Midstream Management, LLC, general partner of Magellan Midstream Holdings, L.P.   04/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 1-for-1
(2) None
(3) The subordinated units will automatically convert into common units on a one-for-one basis one day following the 2005 fourth quarter distribution record date if certain financial tests are met as set forth in the issuer's partnership agreement. Also, if the general partner of the issuer is removed under circumstances where cause does not exist and units held by affiliates of the general partner are not voted in favor of such removal, the subordinated units will covert into common units on a one-for-one basis.
(4) These securities were owned by Magellan Midstream Holdings, L.P., which is a member of a "group" for purposes of Section 13(d) of the Exchange Act including Magellan Midstream Management, LLC, Carlyle/Riverstone MLP Holdings, L.P., Carlyle/Riverstone Energy Partners II, L.P., C/R Energy GP II, LLC, Riverstone Holdings LLC, Madison Dearborn Capital Partners IV, L.P., Madison Dearborn Partners IV, L.P., Madison Dearborn Partners, L.L.C., and other entities not jointly filing on this Form 4. Magellan Midstream Holdings, L.P. directly owned all securities reported on this Form 4, and all the other joint filers' ownership form was indirect, through one or more subsidiaries.
(5) The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Magellan Midstream Holdings, L.P. is set forth on Exhibit 99 to this Form 4. The reporting persons disclaimed beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons were beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

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