UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 1-32940





LOGO

NUSTAR GP HOLDINGS, LLC

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 85-0470977                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)



|                                             |  |           
|-------------------------------------------- |  | ----------
|2330 North Loop 1604 West
San Antonio, Texas |  | 78248     
|(Address of principal executive offices)     |  | (Zip Code)

Registrants telephone number, including area code (210) 918-2000





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule12b-2 of the Exchange Act:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | x                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Indicate the number of units outstanding of the issuers classes of common units, as of the last practicable date: Not applicable









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EXPLANATORY NOTE

NuStar GP Holdings, LLC (NuStar GP Holdings) is filing this Amendment No. 1 (Amendment) to the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2010, which was originally filed with the Securities and Exchange Commission on May 6, 2010 (the Quarterly Report). This Amendment includes paragraphs 1, 2, 4 and 5 of
the certifications of the Chief Executive Officer and Chief Financial Officer of NuStar GP Holdings, originally filed as Exhibit 31.01. Our original filing omitted the reference to internal control over financial reporting in paragraph 4 and
subparagraph 4(b) from the certifications of the Chief Executive Officer and Chief Financial Officer of NuStar GP Holdings in the Quarterly Report.

This Amendment should be read in conjunction with the Quarterly Report, which continues to speak as of the date of the Quarterly
Report. Other than as set forth above, this Amendment does not modify or update disclosures in the Quarterly Report. Accordingly, this Amendment does not reflect events occurring after the filing of the Quarterly Report or modify or update
any related or other disclosures.



---

|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                                                                       
|------------- |  | ------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                           
|              | 
|*31.01        |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|*31.02        |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



|* | Filed herewith.
|- | ---------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the
Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                                     |  |                                      
|------------------------------------ |  | -------------------------------------
|NuStar GP Holdings, LLC
(Registrant)
|                                     | 
|By:                                  |  | /S/    CURTIS V.
ANASTASIO           
|                                     |  | Curtis V. Anastasio                  
|                                     |  | President and Chief Executive Officer
|                                     |  | July 13, 2010                        



|    |  |                                                             
|--- |  | ------------------------------------------------------------
|    | 
|By: |  | /S/    STEVEN A.
BLANK                                      
|    |  | Steven A. Blank                                             
|    |  | Senior Vice President, Chief Financial Officer and Treasurer
|    |  | July 13, 2010                                               
|    | 
|By: |  | /S/    THOMAS R.
SHOAF                                      
|    |  | Thomas R. Shoaf                                             
|    |  | Vice President and Controller                               
|    |  | July 13, 2010