8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 30, 2008

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, TEXAS		75662
(Address of principal executive offices)		(Zip code)

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

(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))

TABLE OF CONTENTS

EXHIBIT 17.1

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On September 24, 2008, Martin Midstream Partners L.P. (“MMLP”) filed a Form 8-K in connection with the removal of Scott Martin from the Board of Directors of Martin Midstream GP LLC, the general partner of MMLP. MMLP provided Mr. Martin with a copy of such Form 8-K in accordance with Item 5.02 of Form 8-K. On September 30, 2008, MMLP received a letter from Mr. Martin in response to the disclosure made in the Form 8-K. Pursuant to the requirements of Item 5.02(a)(3) of Form 8-K, Mr. Martin’s letter is attached as an exhibit to this Amendment to the Form 8-K. It is MMLP management’s position that a number of the factual assertions in Mr. Martin’s letter are not accurate.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

EXHIBIT
NUMBER		DESCRIPTION
17.1	—	Letter dated September 30, 2008, from Scott Martin

2 

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: October 2, 2008	By:	/s/ Robert D. Bondurant
		Robert D. Bondurant,
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
Number	Description
17.1	Letter dated September 30, 2008, from Scott Martin

EX-17.1

Scott D. Martin

September 30, 2008

Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
Attn: Board of Directors

Re: Martin Midstream Partners L.P.
Current Report on Form 8-K dated September 24, 2008

Gentlemen:

     This letter refers to the Current Report on Form 8-K (the “Form 8-K”) filed by Martin Midstream Partners L.P. (“MMLP”) with the Securities and Exchange Commission on September 24, 2008 disclosing my removal from the board of directors of Martin Midstream GP LLC, the general partner (the “General Partner”) of MMLP. The General Partner is an indirect wholly owned subsidiary of Martin Resources Management Corporation (“MRMC”), a privately held corporation that Ruben S. Martin controls and has controlled, despite having only the same minority percentage ownership of MRMC as me, through his ownership of shares, direct and indirect control of a trust for the benefit of his and my niece, and, since June 18, 2008, when the board of MRMC, against my vote, increased the outstanding shares of MRMC by approximately 27%, through his direct and indirect control of an employee stock ownership plan that received over one-half of the new shares and the 38 individual employees of MRMC that work under him and who received the remainder of the new shares.

     This letter is to inform you of my disagreement with certain of the statements made in the Form 8-K.

     The Form 8-K stated that I was removed from the board of directors of the General Partner “as a result of the collective effect of Mr. [Scott] Martin’s recent activities, which the Board of Directors of MRMC determined were detrimental to both MRMC and MMLP.”

     I strongly disagree with such determination, which was not unanimous but was made by interested members of the MRMC board of directors: Ruben Martin, the Chairman and Chief Executive Officer of MRMC, Robert Bondurant, Chief Financial Officer, Donald R. Neumeyer, Chief Operating Officer, and Wesley M. Skelton, Executive Vice President. These four directors are all defendants (the “Director Defendants”) in the lawsuit styled Scott D. Martin and SKM Partnership, Ltd. Individually and as Shareholders on Behalf of Martin Resouce Management Corporation v. Martin Resource Management Corporation, Ruben S. Martin, III, Robert Bondurant, Donald R. Neumeyer, Wesley M. Skelton, et al., Cause No. 2008-53943, filed on September 5, 2008 in District Court of Harris County, Texas (the “Lawsuit”).

Martin Mistream Partners, L.P.
Board of Directors
Page 2

     With my twenty-year experience in the energy logistics and commodities business, I believe that my actions were, in my business judgment, necessary and in the best interest of each of MMLP and MRMC. Further, I believe that the actions of the Director Defendants, which are enumerated in the Lawsuit and included the improper approval of the 27% increase in the number of MRMC shares that the Director Defendants issued to persons and entities under their control, were designed to entrench Ruben Martin and the other Director Defendants in power and control of MRMC and MMLP. I further believe that the Director Defendants’ actions outlined in the Lawsuit and their removal of me as an officer of MRMC and as an officer and director of MMLP are a direct retaliation against my efforts, in the exercise of my business judgment and in my capacity as director, to institute corporate governance and controls, including voicing opinions with respect to the businesses of each of MRMC and MMLP that differed from the opinion of Ruben Martin.

Sincerely,

Scott D. Martin