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 *
MARTIN RESOURCE MANAGEMENT CORP
  2. Issuer Name and Ticker or Trading Symbol
MARTIN MIDSTREAM PARTNERS LP [MMLP]
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)
4200 STONE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2005
(Street)

KILGORE, TX 75662
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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
Common Units 11/10/2005   P   460,971 A $ 32.54 460,971 I Acquired by Martin Product Sales LLC, of which Martin Resource Management is the Sole Member.
Common Units 11/14/2005   C/K   850,672 A $ 0 1,311,643 I See Footnote (1)

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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 $ 0 11/14/2005   C/K     850,672 11/14/2005   (2) Common Units 850,672 $ 0 3,402,690 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARTIN RESOURCE MANAGEMENT CORP
4200 STONE ROAD
KILGORE, TX 75662
    X    

Signatures

 Martin Resource Management Corporation /s/ Robert D. Bondurant, Chief Financial Officer   11/15/2005
**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) Martin Resource Management Corporation is the sole member of Martin Product Sales LLC, Martin Fuel Service LLC and Martin Resource LLC, all of which held subordinated units which converted into common units on November 14, 2005 in accordance with the Issuer's First Amended and Restated Agreement of Limited Partnership. Martin Product Sales LLC's 308,759 subordinated units converted into common units on a one-for-one basis. Martin Fuel Service LLC's 124,129 subordinated units converted into common units on a one-for-one basis. Martin Resource LLC's 417,784 subordinated units converted into common units on a one-for-one basis.
(2) The subordinated units do not have an expiration date.

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