Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Carlyle/Riverstone BPL Holdings II, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2006		 3. Issuer Name and Ticker or Trading Symbol
Buckeye GP Holdings L.P. [BGH]
(Last)
(First)
(Middle)
C/O RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 51ST FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Owner of General Partner
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Units representing limited partnership interest 15,201,897 (1)
D (2)
 
Common Units representing limited partnership interest 2,830
I
Through MainLine Management LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlyle/Riverstone BPL Holdings II, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 51ST FLOOR
NEW YORK, NY 10019		     X   Owner of General Partner

Signatures

/s/GREG BEARD, Authorized Person 08/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This form is jointly filed by Carlyle/Riverstone BPL Holdings II, L.P., Carlyle/Riverstone Energy Partners II, L.P., C/R Energy GP II, LLC, Riverstone Holdings LLC, and Carlyle Investment Management LLC, TC Group LLC and TCG Holdings LLC. Information regarding the other reporting persons is set forth on Exhibit 99 to this Form 3.
(2) Carlyle/Riverstone BPL Holdings II, L.P. directly owns the securities indicated. All other reporting persons' ownership form is indirect, through Carlyle/Riverstone BPL Holdings II, L.P.
 
Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information

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