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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1. Name and Address of Reporting Person * MARTIN RUBEN S   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) President and CEO (Last) (First) (Middle) 4200 STONE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2008 (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 11/14/2008   C/K   850,672 A $ 0 4,334,143 I By Martin Resource Management Corporation. (1) Common Units               28,518 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

11/14/2008

C/K

850,672

11/14/2008

(2)

Common Units

850,672

$ 0

850,674

I

By Martin Resource Management Corporation (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARTIN RUBEN S 4200 STONE ROAD KILGORE, TX 75662	X	X	President and CEO

Signatures

/s/ Ruben S. Martin		11/18/2008
**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)	Ruben S. Martin beneficially owns securities in Martin Resource Management Corporation ("MRMC") representing approximately 54.58% of the voting power thereof and serves on its Board of Directors and as its Chief Executive Officer and President 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 4,334,143 common units and 850,674 subordinated units held by Martin Resource LLC ("Resource"). Subordinated units held by Resource converted into common units on November 14, 2008 in accordance with the issuer's First Amended and Restated Agreement of Limited Partnership. After the conversion, Resource owns 4,334,143 common units and 850,674 subordinated units.
(2)	The subordinated units do not have an expiration date.
Remarks: Ruben S. Martin is President, Chief Executive Officer 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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