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 *

MADISON DEARBORN CAPITAL PARTNERS IV LP 		2. Issuer Name and Ticker or Trading Symbol

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

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

70 W. MADISON STREET, SUITE 4600 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2009
(Street)

CHICAGO, IL 60602
(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   3/20/2009     J (1) (2)    4168133   D $0   0   D   (1) (2)  
Common Units representing limited partner interests   3/20/2009     J (3)    101739   D $0   839409   D    
Common Units representing limited partner interests   3/25/2009     S (4)    200000   D $18.13   639409   D    
Common Units representing limited partner interests   3/26/2009     S (5)    200000   D $17.95   439409   D    
Common Units representing limited partner interests   3/27/2009     S (6)    180700   D $17.67   258709   D    

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

Explanation of Responses:
( 1)  Prior to December 4, 2008, 8,841,193 common units of the Issuer ("Common Units") were owned directly by MGG Midstream Holdings, L.P. ("MGG MH"), which was a member of a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that included, among other entities, Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"), Madison Dearborn Partners IV, L.P. ("MDP IV") and Madison Dearborn Partners, LLC ("MDP LLC"). Members of this group filed joint Form 4s with the Securities and Exchange Commission. On December 4, 2008, as described in a Form 4 filed by MGG MH with the Securities and Exchange Commission, MGG MH distributed all of the Common Units owned by it to its general partner and limited partners on a pro rata basis, and its general partner in turn distributed the Common Units received in such distribution to its members on a pro rata basis. (Continue to footnote 2)
( 2)  As a result of these distributions, MDCP IV became the direct owner of 4,168,133 Common Units. On March 20, 2009, MDCP IV distributed all of the Common Units owned by it to its general partner and limited partners on a pro rata basis. As a result of this distribution, MDCP IV no longer owns any Common Units (nor does it have any pecuniary interest in any Common Units reported on this Form 4). MDCP IV and MDP IV are jointly filing this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest 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. Patrick C. Eilers, a limited partner of MDP IV, is a director of the Issuer.
( 3)  On March 20, 2009, MDP IV (the general partner of MDCP IV) became the direct owner of 941,148 Common Units as a result of the distribution described in Footnote (2) above. Following such distribution, MDP IV further distributed 101,739 Common Units to its general partner and limited partners on a pro rata basis and MDP IV retained 839,409 Common Units. A limited partner committee of MDP IV composed of John A. Canning, Paul J. Finnegan and Samuel M. Mencoff has the power, acting by majority vote, to vote or dispose of the Common Units directly held by MDP IV. Messrs. Canning, Finnegan and Mencoff each hereby disclaims any beneficial ownership of any Common Units over which MDP IV has voting and dispositive power. Due to this limited partner committee of MDP IV, MDP LLC no longer reports beneficial ownership of Common Units which may be deemed to be beneficially owned by it.
( 4)  Reflects sales pursuant to a 10b5-1 trading plan. The sales were executed at different prices from $17.78 to $18.53, with an average sale price of $18.13.
( 5)  Reflects sales pursuant to a 10b5-1 trading plan. The sales were executed at different prices from $17.77 to $18.31, with an average sale price of $17.95.
( 6)  Reflects sales pursuant to a 10b5-1 trading plan. The sales were executed at different prices from $17.42 to $17.97, with an average sale price of $17.67.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MADISON DEARBORN CAPITAL PARTNERS IV LP
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602 		X


MADISON DEARBORN PARTNERS IV LP
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602 		X



Signatures
/s/ Mark B. Tresnowski, Managing Director and General Counsel, Madison Dearborn Partners, LLC, General Partner for Madison Dearborn Partners IV, L.P., General Partner for Madison Dearborn Capital Partners IV, L.P. 3/27/2009
** Signature of Reporting Person Date

/s/ Mark B. Tresnowski, Managing Director and General Counsel, Madison Dearborn Partners, LLC, General Partner for Madison Dearborn Partners IV, L.P. 3/27/2009
** 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).
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