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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carlyle Investment Management LLC 		2. Issuer Name and Ticker or Trading Symbol

MAGELLAN MIDSTREAM HOLDINGS LP [ MGG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1001 PENNSYLVANIA AVENUE, N.W. 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2006
(Street)

WASHINGTON, DC 20004-2505
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Units representing limited partner interests   2/15/2006     M    40646551   A $0   (2) 40646551   I   Held through subsidiaries   (1)
Common Units representing limited partner interests   4/3/2007     S    23305358   D $24.50   17341193   I   Held through subsidiaries   (1)
Common Units representing limited partner interests   9/5/2007     S    8500000   D $26.61   8841193   (3) I   Held through subsidiaries   (1)
Common Units representing limited partner interests   1/1/2008     J    8841193   (3) D   (4) 0   I   N/A   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Limited partner interests   (1)   (2) 2/15/2006     M        0   (2)   2/15/2006   2/15/2006   Common Units representing limited partner interests   40646551   $0   0   I   Held through subsidiaries   (1)

Explanation of Responses:
( 1)  47.1% of these limited partner interests are indirectly and partially owned by Carlyle Investment Management L.L.C., which is a member of a "group" for purposes of Section 13(d) of the Exchange Act including TC Group, L.L.C. and TCG Holdings, L.L.C., as well as other entities not jointly filing on this Form 4. The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Carlyle Investment Management L.L.C. is set forth on Exhibit 99 attached to this Form 4. Carlyle Investment Management L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. disclaim 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 are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
( 2)  Not applicable. The limited partner interests were converted, on a one-to-one basis, to common units representing limited partner interests in connection with the initial public offering of the issuer.
( 3)  Carlyle Investment Management L.L.C. indirectly owns 47.1% of the limited partner interests held by the group, or 4,164,202 shares.
( 4)  On January 1, 2008 the pecuniary interest in these securities was transferred for no consideration to entities not controlled by the reporting persons.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carlyle Investment Management LLC
1001 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20004-2505
X

TC GROUP LLC
1001 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20004-2505
X

TCG HOLDINGS LLC
1001 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20004-2505
X


Signatures
Daniel A. D'Aniello, Managing Director 3/13/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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