UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A







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

For the quarterly period ended March 31, 2009

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 No.: 1-32745





Magellan Midstream Holdings, L.P.

(Exact name of registrant as specified in
its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 20-4328784                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

One Williams Center, P.O. Box 22186, Tulsa, Oklahoma 74121-2186

(Address of principal executive offices and zip code)

(918) 574-7000

(Registrants telephone number, including area code)





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.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | x |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

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

As of May 5, 2009, there were 62,646,551 outstanding common units of Magellan Midstream Holdings, L.P., that trade on the New York Stock Exchange under the ticker symbol MGG.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends our Form 10-Q for the quarter ended March 31, 2009 filed with the Securities and Exchange Commission on May 6, 2009. This Amendment No. 1 on Form 10-Q/A
only amends and restates Part I, Item 4: Controls and Procedures. No other Item in our Form 10-Q filed on May 6, 2009 is amended, modified or updated hereby. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, new
certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Form 10-Q/A.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

An evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in rule 13a-14(c) of the Securities Exchange Act) was performed as of the end of the period covered by the date of this report. This evaluation was
performed under the supervision and with the participation of our management, including our general partners Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our general partners Chief Executive Officer
and Chief Financial Officer concluded that these disclosure controls and practices are effective in providing reasonable assurance that all required disclosures are included in the current report. Additionally, these disclosure controls and
practices are effective in ensuring that information required to be disclosed is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures. There has been no
change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities and Exchange Act) during the quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.



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



|               |  |   |  |                                                                                                                                                                                                                                                              
|-------------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*Exhibit   2.1 |  |  |  | Agreement Relating to Simplification of Capital Structure by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings
GP, LLC (filed as Exhibit 2.1 to Form 8-K filed March 4, 2009).
|               |  |  
|*Exhibit   4.1 |  |  |  | Amendment No. 1 dated March 3, 2009 to Unit Purchase Rights Agreement between Magellan Midstream Holdings, L.P. and Computershare Trust Company, N.A. (filed as Exhibit 4.1 to Form 8-K filed
March 4, 2009).                                                
|               |  |  
|Exhibit 31.1   |  |  |  | Rule 13a-14(a)/15d-14(a) Certification of Don R. Wellendorf, principal executive officer.                                                                                                                                                                    
|               |  |  
|Exhibit 31.2   |  |  |  | Rule 13a-14(a)/15d-14(a) Certification of John D. Chandler, principal financial officer.                                                                                                                                                                     
|               |  |  
|Exhibit 32.1   |  |  |  | Section 1350 Certification of Don R. Wellendorf, Chief Executive Officer.                                                                                                                                                                                    
|               |  |  
|Exhibit 32.2   |  |  |  | Section 1350 Certification of John D. Chandler, Chief Financial Officer.                                                                                                                                                                                     



|* | Each such exhibit has heretofore been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in Tulsa, Oklahoma on
July 10, 2009.



MAGELLAN MIDSTREAM HOLDINGS, L.P.By:

Magellan Midstream Holdings GP, LLCits General Partner/s/ John D. ChandlerJohn D. Chandler Chief Financial Officer
and Treasurer (Principal Accounting and Financial Officer)




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INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                                                                                              
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                  
|*2.1          |  | Agreement Relating to Simplification of Capital Structure by and among Magellan Midstream Partners, L.P., Magellan GP, LLC, Magellan Midstream Holdings, L.P. and Magellan Midstream Holdings GP,
LLC (filed as Exhibit 2.1 to Form 8-K filed March 4, 2009).
|              | 
|*4.1          |  | Amendment No. 1 dated March 3, 2009 to Unit Purchase Rights Agreement between Magellan Midstream Holdings, L.P. and Computershare Trust Company, N.A. (filed as Exhibit 4.1 to Form 8-K filed
March 4, 2009).                                                
|              | 
|31.1          |  | Rule 13a-14(a)/15d-14(a) Certification of Don R. Wellendorf, principal executive officer.                                                                                                                                                                    
|              | 
|31.2          |  | Rule 13a-14(a)/15d-14(a) Certification of John D. Chandler, principal financial officer.                                                                                                                                                                     
|              | 
|32.1          |  | Section 1350 Certification of Don R. Wellendorf, Chief Executive Officer.                                                                                                                                                                                    
|              | 
|32.2          |  | Section 1350 Certification of John D. Chandler, Chief Financial Officer.                                                                                                                                                                                     



|* | Each such exhibit has heretofore been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------