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 SCOTT DONNELLY
   2. Issuer Name and Ticker or Trading Symbol
MARTIN MIDSTREAM PARTNERS LP [MMLP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive V.P.
(Last)
(First)
(Middle)
4200 STONE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
11/14/2007
(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 11/14/2007   C/K   850,672 A $ 0 3,483,471 I By Martin Resource Management Corporation. (1)
Common Units               12,227 D  

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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 11/14/2007   C/K     850,672 11/14/2007   (2) Common Units 850,672 $ 0 1,701,346 I By Martin Resource Management Corporation (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARTIN SCOTT DONNELLY
4200 STONE ROAD
KILGORE, TX 75662		   X   X   Executive V.P.  

Signatures

 /s/ Scott D. Martin   11/15/2007
**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) Scott D. Martin beneficially owns securities in Martin Resource Management Corporation ("MRMC") representing approximately 61.7% of the voting power thereof and serves on its Board of Directors and as such may be deemed the beneficial owner of the common and subordinated units of the issuer held by MRMC. MRMC is the beneficial owner of 3,483,471 common units and 1,701,346 subordinated units held by Martin Product Sales LLC ("MPS"), Midstream Fuel Service LLC ("MFS") and Martin Resource LLC ("Resource"). Subordinated units held by each of MPS, MFS and Resource converted into common units on November 14, 2007 in accordance with the issuer's First Amended and Restated Agreement of Limited Partnership. After the conversion, MPS owns 1,857,732 common units and 617,520 subordinated units, MFS owns 372,387 common units and 248,257 subordinated units, and Resource owns 1,253,352 common units and 835,569 subordinated units.
(2) The subordinated units do not have an expiration date.
 
Remarks:
Scott D. Martin is an Executive Vice President and a member of the Board of Directors of Martin Midstream GP LLC, the general partner
of Martin Midstream Partners L.P.

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