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As filed with the Securities and Exchange Commission on
    August 23, 2007
 Registration Statement No.
    333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form S-3
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
 CALUMET SPECIALTY PRODUCTS
    PARTNERS, L.P.
 CALUMET FINANCE CORP.
 (Exact name of registrant as
    specified in its charter)
  Delaware
    Delaware

2911
    2911

37-1516132
    41-2249841(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification No.)   2780 Waterfront Pkwy E.
    Drive
 Suite 200
 Indianapolis, Indiana
    46214
 (317) 328-5660
 (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
  R. Patrick
    Murray, II
 2780 Waterfront Pkwy E.
    Drive
 Suite 200
 Indianapolis, Indiana
    46214
 (317) 328-5660
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
  Copy to:
  David P. Oelman
 Vinson & Elkins
    L.L.P.
 1001 Fannin Street, Suite
    2500
 Houston, Texas 77002
 (713) 758-2222
  Approximate date of commencement of proposed sale to the
    public:
  o
  þ
  o
   o
   o
   o
   CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Amount ofTitle of Each Class of


Aggregate


RegistrationSecurities to be Registered


Offering Price


Fee(6)Common UnitsDebt Securities(1)(2)Guarantees of Debt Securities(2)Total


$750,000,000.00(3)(4)(5)


$23,025.00  (1)
    
    If any debt securities are issued
    at an original issue discount, then the offering price of such
    debt securities shall be in such amount as shall result in an
    aggregate initial offering price not to exceed $750,000,000.00,
    less the dollar amount of any registered securities previously
    issued.(2)
    
    If a series of debt securities is
    guaranteed, such series will be guaranteed by all subsidiaries
    other than minor subsidiaries as such term is
    interpreted in securities regulations governing financial
    reporting for guarantors. Pursuant to Rule 457(n), no
    separate fee is payable with respect to the guarantees of the
    debt securities being registered.(3)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(o).
    In no event will the aggregate initial offering price of all
    securities offered from time to time pursuant to the prospectus
    included as a part of this Registration Statement exceed
    $750,000,000.00. To the extent applicable, the aggregate amount
    of common units registered is further limited to that which is
    permissible under Rule 415 (a)(4) under the Securities Act.
    Any securities registered hereunder may be sold separately or as
    units with other securities registered hereunder.(4)
    
    There are being registered
    hereunder a presently indeterminate number of common units and
    an indeterminate principal amount of debt securities. This
    registration statement also covers an indeterminate amount of
    securities as may be issued in exchange for, or upon conversion
    or exercise of, as the case may be, the securities registered
    hereunder.(5)
    
    The proposed maximum aggregate
    offering price for each class of securities to be registered is
    not specified pursuant to General Instruction, II.D. of
    Form S-3.(6)
    
    Calculated in accordance with
    Rule 457(o).




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Calumet Operating, LLC
 (Exact Name of Registrant As
    Specified In Its Charter)
  Delaware

11-3767449(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)   Calumet LP GP, LLC
 (Exact Name of Registrant As
    Specified In Its Charter)
  Delaware

11-3767452(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer 
    Identification Number)   Calumet Lubricants Co., Limited Partnership
 (Exact Name of Registrant As
    Specified In Its Charter)
  Indiana

35-1811116(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)   Calumet Shreveport Lubricants & Waxes, LLC
 (Exact Name of Registrant As
    Specified In Its Charter)
  Indiana

20-1717754(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)   Calumet Shreveport Fuels, LLC
 (Exact Name of Registrant As
    Specified In Its Charter)
  Indiana

20-1717710(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer 
    Identification Number)   Calumet Sales Company Incorporated
 (Exact Name of Registrant As
    Specified In Its Charter)
  Delaware

04-3833543(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)   Calumet Shreveport, LLC
 (Exact Name of Registrant As
    Specified In Its Charter)
  Indiana

20-1717330(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer 
    Identification Number)    The Registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933, or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities, and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.  SUBJECT TO COMPLETION, DATED
    AUGUST 23, 2007
  PRELIMINARY PROSPECTUS
  CALUMET SPECIALTY PRODUCTS
    PARTNERS, L.P.
 CALUMET FINANCE CORP.
      Common Units
  Debt Securities
        
    common units representing limited partnership interests in
    Calumet Specialty Products Partners, L.P.; and
    debt securities, which may be either senior debt securities or
    subordinated debt securities.      
    will have a maximum aggregate offering price of $750,000,000.00;
    will be offered at prices and on terms to be set forth in one or
    more accompanying prospectus supplements; and
    may be offered separately or together, or in separate series.      Limited partnerships are inherently different than
    corporations. You should carefully consider each of the factors
    described under Risk Factors beginning on
    page 4 of this prospectus before you make an investment in
    our securities.
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.




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TABLE OF
    CONTENTS
  
  GUIDE TO READING
    THIS PROSPECTUS


1WHERE YOU CAN FIND
    MORE INFORMATION


1INFORMATION
    REGARDING FORWARD-LOOKING STATEMENTS


2CALUMET SPECIALTY
    PRODUCTS PARTNERS, L.P.


3Overview


3Partnership
    Structure and Management


3RISK
    FACTORS


4Risks Related to
    Our Business


4Risks Inherent in
    an Investment in Us


13Risks Related to
    Debt Securities


19TAX RISKS TO COMMON
    UNITHOLDERS


20USE OF
    PROCEEDS


24RATIO OF EARNINGS
    TO FIXED CHARGES


24DESCRIPTION OF THE
    COMMON UNITS


25The Units


25Number of
    Units


25Subordinated
    Units


25Voting
    Rights


25Limited
    Liability


26Issuance of
    Additional Securities


27Amendment of the
    Partnership Agreement


29Merger, Sale or
    Other Disposition of Assets


30Termination and
    Dissolution


31Liquidation and
    Distribution of Proceeds


31Withdrawal or
    Removal of the General Partner


31Transfer of General
    Partner Interest


33Transfer of
    Ownership Interests in Our General Partner


33Transfer of
    Incentive Distribution Rights


33Change of
    Management Provisions


33Limited Call
    Right


34Meetings;
    Voting


34Status as Limited
    Partner


35Non-Citizen
    Transferees


35Indemnification


35Reimbursement of
    Expenses


35Books and
    Reports


36Right to Inspect
    Our Books and Records


36Registration
    Rights


36Transfer Agent and
    Registrar


37OUR CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS


37General


37Distributions of
    Available Cash


38Operating Surplus
    and Capital Surplus


39Subordination
    Period


40Distributions of
    Available Cash from Operating Surplus During the Subordination
    Period


41Distributions of
    Available Cash from Operating Surplus After the Subordination
    Period


41Incentive
    Distribution Rights


41 i




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Percentage
    Allocations of Available Cash from Operating Surplus


42Distributions from
    Capital Surplus


42Adjustment to the
    Minimum Quarterly Distribution and Target Distribution
    Levels


43Distributions of
    Cash Upon Liquidation


43DESCRIPTION OF DEBT
    SECURITIES


45General


45Specific Terms of
    Each Series of Debt Securities in the Prospectus
    Supplement


45Guarantees


46Consolidation,
    Merger or Asset Sale


46No Protection in
    the Event of a Change of Control


47Modification of
    Indentures


47Events of Default
    and Remedies


48No Limit on Amount
    of Debt Securities


49Registration of
    Notes


49Minimum
    Denominations


49No Personal
    Liability


49Payment and
    Transfer


49Exchange,
    Registration and Transfer


50Provisions Relating
    only to the Senior Debt Securities


50Provisions Relating
    only to the Subordinated Debt Securities


50Book Entry,
    Delivery and Form


51Satisfaction and
    Discharge; Defeasance


52Governing
    Law


52The
    Trustee


52MATERIAL TAX
    CONSEQUENCES


53Partnership
    Status


54Limited Partner
    Status


55Tax Consequences of
    Unit Ownership


55Tax Treatment of
    Operations


60Disposition of
    Common Units


61Uniformity of
    Units


63Tax-Exempt
    Organizations and Other Investors


63Administrative
    Matters


64State, Local,
    Foreign and Other Tax Considerations


66TAX CONSEQUENCES OF
    OWNERSHIP OF DEBT SECURITIES


67PLAN OF
    DISTRIBUTION


67LEGAL
    MATTERS


68EXPERTS


68Form of Senior IndentureForm of Subordinated IndentureOpinion of Vinson & Elkins L.L.P.- LegalityOpinion of Vinson & Elkins L.L.P.- Tax MattersRatios of Earnings to Fixed ChargesConsent of Ernst & Young LLP    You should rely only on the information contained or
    incorporated by reference in this prospectus. We have not
    authorized any other person to provide you with different
    information. You should not assume that the information
    incorporated by reference or provided in this prospectus is
    accurate as of any date other than the date on the front of this
    prospectus.
 ii




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GUIDE TO
    READING THIS PROSPECTUS  Form S-3
     WHERE YOU
    CAN FIND MORE INFORMATION      
    Our Annual Report on
    Form 10-K
    for the year ended December 31, 2006;
    Our Quarterly Reports on
    Form 10-Q
    for the periods ended March 31, 2007 and June 30,
    2007; and
    The description of our common units contained in our
    registration statement on
    Form 8-A
    filed on January 18, 2006 and any subsequent amendment
    thereto filed for the purpose of updating such description.    Jennifer
    Straumins
    2780 Waterfront Pkwy E. Drive
    Suite 200
    Indianapolis, Indiana 46214(317) 328-5660
  1-800-SEC-0330 http://www.sec.gov
  http://www.calumetspecialty.com Form 10-K Form 10-Q,
 1




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INFORMATION
    REGARDING FORWARD-LOOKING STATEMENTS      
    the overall demand for specialty hydrocarbon products, fuels and
    other refined products;
    our ability to produce specialty products and fuels that meet
    our customers unique and precise specifications;
    the results of our hedging activities;
    the availability of, and our ability to consummate, acquisition
    or combination opportunities;
    our access to capital to fund expansions or acquisitions and our
    ability to obtain debt or equity financing on satisfactory terms;
    successful integration and future performance of acquired assets
    or businesses;
    environmental liabilities or events that are not covered by an
    indemnity, insurance or existing reserves;
    maintenance of our credit rating and ability to receive open
    credit from our suppliers;
    demand for various grades of crude oil and resulting changes in
    pricing conditions;
    fluctuations in refinery capacity;
    the effects of competition;
    continued creditworthiness of, and performance by,
    counterparties;
    the impact of crude oil price fluctuations;
    the impact of current and future laws, rulings and governmental
    regulations;
    shortages or cost increases of power supplies, natural gas,
    materials or labor;
    weather interference with business operations or project
    construction;
    fluctuations in the debt and equity markets; and
    general economic, market or business conditions.   2




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CALUMET
    SPECIALTY PRODUCTS PARTNERS, L.P. Overview      Princeton Refinery.
  Cotton Valley Refinery.
  Shreveport Refinery.
  Distribution and Logistics Assets.
 Partnership
    Structure and Management    (317) 328-5660.
 3




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RISK
    FACTORS  Limited partner interests are inherently different from
    capital stock of a corporation, although many of the business
    risks to which we are subject are similar to those that would be
    faced by a corporation engaged in a similar business. The
    following risks could materially and adversely affect our
    business, financial condition or results of operations. In that
    case, the amount of the distributions on our common units could
    be materially and adversely affected, the trading price of our
    common units could decline.
 Risks
    Related to Our Business  We may
    not have sufficient cash from operations to enable us to pay the
    minimum quarterly distribution following the establishment of
    cash reserves and payment of fees and expenses, including
    payments to our general partner.
    
    overall demand for specialty hydrocarbon products, fuel and
    other refined products;
    the level of foreign and domestic production of crude oil and
    refined products;
    our ability to produce fuel and specialty products that meet our
    customers unique and precise specifications;
    the marketing of alternative and competing products;
    the extent of government regulation;
    results of our hedging activities; and
    overall economic and local market conditions.    
    the level of capital expenditures we make, including those for
    acquisitions, if any;
    our debt service requirements;
    fluctuations in our working capital needs;
    our ability to borrow funds and access capital markets;
    restrictions on distributions and on our ability to make working
    capital borrowings for distributions contained in our credit
    facilities; and
    the amount of cash reserves established by our general partner
    for the proper conduct of our business.  The
    amount of cash we have available for distribution to unitholders
    depends primarily on our cash flow and not solely on
    profitability.
   4




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Refining
    margins are volatile, and a reduction in our refining margins
    will adversely affect the amount of cash we will have available
    for distribution to our unitholders.
  3/2/1 3/2/1 3/2/1 3/2/1
    Because
    of the volatility of crude oil and refined products prices, our
    method of valuing our inventory may result in decreases in net
    income.
    The
    price volatility of fuel and utility services may result in
    decreases in our earnings, profitability and cash
    flows.
     5




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Our
    hedging activities may reduce our earnings, profitability and
    cash flows.
    Accounting for Derivative Instruments and Hedging
    Activities
    Our
    asset reconfiguration and enhancement initiatives, including the
    current expansion project at our Shreveport refinery, may not
    result in revenue or cash flow increases, may be subject to
    significant cost overruns and are subject to regulatory,
    environmental, political, legal and economic risks, which could
    adversely affect our business, operating results, cash flows and
    financial condition.
   6




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If our
    general financial condition deteriorates, we may be limited in
    our ability to issue letters of credit which may affect our
    ability to enter into hedging arrangements or to purchase crude
    oil.
    We
    depend on certain key crude oil gatherers for a significant
    portion of our supply of crude oil, and the loss of any of these
    key suppliers or a material decrease in the supply of crude oil
    generally available to our refineries could materially reduce
    our ability to make distributions to unitholders.
      We are
    dependent on certain third-party pipelines for transportation of
    crude oil and refined products, and if these pipelines become
    unavailable to us, our revenues and cash available for
    distribution could decline.
   7




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Distributions
    to unitholders could be adversely affected by a decrease in the
    demand for our specialty products.
    Distributions
    to unitholders could be adversely affected by a decrease in
    demand for fuel products in the markets we serve.
    
    a recession or other adverse economic condition that results in
    lower spending by consumers on gasoline, diesel, and travel;
    higher fuel taxes or other governmental or regulatory actions
    that increase, directly or indirectly, the cost of fuel products;
    an increase in fuel economy or the increased use of alternative
    fuel sources;
    an increase in the market price of crude oil that lead to higher
    refined product prices, which may reduce demand for fuel
    products;
    competitor actions; and
    availability of raw materials.  We
    could be subject to damages based on claims brought against us
    by our customers or lose customers as a result of the failure of
    our products to meet certain quality
    specifications.
    We are
    subject to compliance with stringent environmental laws and
    regulations that may expose us to substantial costs and
    liabilities.
   8




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Our
    business subjects us to the inherent risk of incurring
    significant environmental liabilities in the operation of our
    refineries and related facilities.
      We are
    exposed to trade credit risk in the ordinary course of our
    business activities.
  and/or
  If we
    do not make acquisitions on economically acceptable terms, our
    future growth will be limited.
   9




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
    performance from the acquired assets and businesses that is
    below the forecasts we used in evaluating the acquisition;
    a significant increase in our indebtedness and working capital
    requirements;
    an inability to timely and effectively integrate the operations
    of recently acquired businesses or assets, particularly those in
    new geographic areas or in new lines of business;
    the incurrence of substantial unforeseen environmental and other
    liabilities arising out of the acquired businesses or assets;
    the diversion of managements attention from other business
    concerns; and
    customer or key employee losses at the acquired businesses.    Our
    refineries and terminal operations face operating hazards, and
    the potential limits on insurance coverage could expose us to
    potentially significant liability costs.
  and/or
    Downtime
    for maintenance at our refineries will reduce our revenues and
    cash available for distribution.
    We are
    subject to strict regulations at many of our facilities
    regarding employee safety, and failure to comply with these
    regulations could reduce our ability to make distributions to
    our unitholders.
   10




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We
    face substantial competition from other refining
    companies.
    Our
    debt levels may limit our flexibility in obtaining additional
    financing and in pursuing other business
    opportunities.
    
    our ability to obtain additional financing, if necessary, for
    working capital, capital expenditures, acquisitions or other
    purposes may be impaired or such financing may not be available
    on favorable terms;
    covenants contained in our existing and future credit and debt
    arrangements will require us to meet financial tests that may
    affect our flexibility in planning for and reacting to changes
    in our business, including possible acquisition opportunities;
    we will need a substantial portion of our cash flow to make
    principal and interest payments on our indebtedness, reducing
    the funds that would otherwise be available for operations,
    future business opportunities and distributions to
    unitholders; and
    our debt level will make us more vulnerable than our competitors
    with less debt to competitive pressures or a downturn in our
    business or the economy generally.  and/or
  Our
    credit agreements contain operating and financial restrictions
    that may restrict our business and financing
    activities.
    
    incur indebtedness;
    grant liens;
    make certain acquisitions and investments;
    make capital expenditures above specified amounts; 11




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
    redeem or prepay other debt or make other restricted payments;
    enter into transactions with affiliates;
    enter into a merger, consolidation or sale of assets; and
    cease our crack spread hedging program.    An
    increase in interest rates will cause our debt service
    obligations to increase.
    Our
    business and operations could be adversely affected by terrorist
    attacks.
    Due to
    our lack of asset and geographic diversification, adverse
    developments in our operating areas would reduce our ability to
    make distributions to our unitholders.
  and/or
  We
    depend on key personnel for the success of our business and the
    loss of those persons could adversely affect our business and
    our ability to make distributions to our
    unitholders.
   12




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We
    depend on unionized labor for the operation of our refineries.
    Any work stoppages or labor disturbances at these facilities
    could disrupt our business.
    The
    operating results for our fuels segment and the asphalt we
    produce and sell are seasonal and generally lower in the first
    and fourth quarters of the year.
    If we
    fail to develop or maintain an effective system of internal
    controls, we may not be able to report our financial results
    accurately, or prevent fraud which could have an adverse effect
    on our business and would likely have a negative effect on the
    trading price of our common units.
   Risks
    Inherent in an Investment in Us  The
    families of our chairman and chief executive officer and
    president, The Heritage Group and certain of their affiliates
    owned a 62.7% limited partner interest in us as of June 30,
    2007 and own and control our general partner, which has sole
    responsibility for conducting our business and managing our
    operations. Our general partner and its affiliates have
    conflicts of interest and limited fiduciary duties, which may
    permit them to favor their own interests to other
    unitholders detriment.
   13




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
    our general partner is allowed to take into account the
    interests of parties other than us, such as its affiliates, in
    resolving conflicts of interest, which has the effect of
    limiting its fiduciary duty to our unitholders;
    our general partner has limited its liability and reduced its
    fiduciary duties under our partnership agreement and has also
    restricted the remedies available to our unitholders for actions
    that, without the limitations, might constitute breaches of
    fiduciary duty. As a result of purchasing common units,
    unitholders consent to some actions and conflicts of interest
    that might otherwise constitute a breach of fiduciary or other
    duties under applicable state law;
    our general partner determines the amount and timing of asset
    purchases and sales, borrowings, issuance of additional
    partnership securities, and reserves, each of which can affect
    the amount of cash that is distributed to unitholders;
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    our general partner determines the amount and timing of any
    capital expenditures and whether a capital expenditure is a
    maintenance capital expenditure, which reduces operating
    surplus, or a capital expenditure for acquisitions or capital
    improvements, which does not. This determination can affect the
    amount of cash that is distributed to our unitholders and the
    ability of the subordinated units to convert to common units;
    our general partner has the flexibility to cause us to enter
    into a broad variety of derivative transactions covering
    different time periods, the net cash receipts from which will
    increase operating surplus and adjusted operating surplus, with
    the result that our general partner may be able to shift the
    recognition of operating surplus and adjusted operating surplus
    between periods to increase the distributions it and its
    affiliates receive on their subordinated units and incentive
    distribution rights or to accelerate the expiration of the
    subordination period; and
    in some instances, our general partner may cause us to borrow
    funds in order to permit the payment of cash distributions, even
    if the purpose or effect of the borrowing is to make a
    distribution on the subordinated units, to make incentive
    distributions or to accelerate the expiration of the
    subordination period.  The
    Heritage Group and certain of its affiliates may engage in
    limited competition with us.
    
    any business owned or operated by The Heritage Group or any of
    its affliliates at the closing of our initial public offering;
    the refining and marketing of asphalt and asphalt-related
    products and related product development activities;
    the refining and marketing of other products that do not produce
    qualifying income as defined in the Internal Revenue
    Code;
    the purchase and ownership of up to 9.9% of any class of
    securities of any entity engaged in any restricted business;
    any restricted business acquired or constructed that The
    Heritage Group or any of its affiliates acquires or constructs
    that has a fair market value or construction cost, as
    applicable, of less than $5.0 million; 14




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
    any restricted business acquired or constructed that has a fair
    market value or construction cost, as applicable, of
    $5.0 million or more if we have been offered the
    opportunity to purchase it for fair market value or construction
    cost and we decline to do so with the concurrence of the
    conflicts committee of the board of directors of our general
    partner; and
    any business conducted by The Heritage Group with the approval
    of the conflicts committee of the board of directors of our
    general partner.    Our
    partnership agreement limits our general partners
    fiduciary duties to our unitholders and restricts the remedies
    available to unitholders for actions taken by our general
    partner that might otherwise constitute breaches of fiduciary
    duty.
    
    Permits our general partner to make a number of decisions in its
    individual capacity, as opposed to in its capacity as our
    general partner. This entitles our general partner to consider
    only the interests and factors that it desires, and it has no
    duty or obligation to give any consideration to any interest of,
    or factors affecting, us, our affiliates or any limited partner.
    Examples include the exercise of its limited call right, its
    voting rights with respect to the units it owns, its
    registration rights and its determination whether or not to
    consent to any merger or consolidation of our partnership or
    amendment to our partnership agreement;
    Provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed the decision was in the best interests of our
    partnership;
    Generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or be fair and
    reasonable to us. In determining whether a transaction or
    resolution is fair and reasonable, our general
    partner may consider the totality of the relationships between
    the parties involved, including other transactions that may be
    particularly advantageous or beneficial to us; and
    Provides that our general partner and its officers and directors
    will not be liable for monetary damages to us or our limited
    partners for any acts or omissions unless there has been a final
    and non-appealable judgment entered by a court of competent
    jurisdiction determining that the general partner or those other
    persons acted in bad faith or engaged in fraud or willful
    misconduct or, in the case of a criminal matter, acted with
    knowledge that such persons conduct was criminal.    Unitholders
    have limited voting rights and are not entitled to elect our
    general partner or its directors.
   15




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Even
    if unitholders are dissatisfied, they cannot remove our general
    partner without its consent.
  2 3
    Our
    partnership agreement restricts the voting rights of those
    unitholders owning 20% or more of our common
    units.
    Control
    of our general partner may be transferred to a third party
    without unitholder consent.
    We do
    not have our own officers and employees and rely solely on the
    officers and employees of our general partner and its affiliates
    to manage our business and affairs.
   16




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We may
    issue additional common units without unitholder approval, which
    would dilute our current unitholders existing ownership
    interests.
      
    our unitholders proportionate ownership interest in us may
    decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    because a lower percentage of total outstanding units will be
    subordinated units, the risk that a shortfall in the payment of
    the minimum quarterly distribution will be borne by our common
    unitholders will increase;
    the relative voting strength of each previously outstanding unit
    may be diminished;
    the market price of the common units may decline; and
    the ratio of taxable income to distributions may increase.    Our
    general partners determination of the level of cash
    reserves may reduce the amount of available cash for
    distribution to unitholders.
    Cost
    reimbursements due to our general partner and its affiliates
    will reduce cash available for distribution to
    unitholders.
    Our
    general partner has a limited call right that may require
    unitholders to sell their units at an undesirable time or
    price.
   17




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##### Table of Contents



Unitholder
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
    
    a court or government agency determined that we were conducting
    business in a state but had not complied with that particular
    states partnership statute; or
    unitholders right to act with other unitholders to remove
    or replace the general partner, to approve some amendments to
    our partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business.  Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
  Our
    common units have a limited trading history compared to other
    units representing limited partner interests.
      
    our quarterly distributions;
    our quarterly or annual earnings or those of other companies in
    our industry;
    changes in commodity prices or refining margins;
    loss of a large customer;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles; 18




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
    general economic conditions;
    the failure of securities analysts to cover our common units
    after this offering or changes in financial estimates by
    analysts;
    future sales of our common units; and
    the other factors described in these Risk Factors. Risks
    Related to Debt Securities  We
    have a holding company structure in which our subsidiaries own
    substantially all of our operating assets.
    We do
    not have the same flexibility as other types of organizations to
    accumulate cash which may limit cash available to service our
    debt securities or to repay them at maturity.
    
    all cash on hand at the end of the quarter;
    less the amount of cash that our general partner determines in
    its reasonable discretion is necessary or appropriate to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments, or
    other agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four
    quarters; and  
    plus all cash on hand on the date of determination of available
    cash for the quarter resulting from working capital borrowings
    made after the end of the quarter. Working capital borrowings
    are generally borrowings made under our credit facility and in
    all cases are used solely for working capital purposes or to pay
    distributions to partners.     19




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The
    subsidiary guarantees could be deemed fraudulent conveyances
    under certain circumstances, and a court may try to subordinate
    or void the subsidiary guarantees.
    
    intended to hinder, delay or defraud any present or future
    creditor or received less than reasonably equivalent value or
    fair consideration for the incurrence of the guarantee;
    was insolvent or rendered insolvent by reason of such incurrence;
    was engaged in a business or transaction for which the
    guarantors remaining assets constituted unreasonably small
    capital; or
    intended to incur, or believed that it would incur, debts beyond
    its ability to pay those debts as they mature.    
    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all of its assets;
    the present saleable value of its assets was less than the
    amount that would be required to pay its probable liability,
    including contingent liabilities, on existing debts as they
    become absolute and mature; or
    it could not pay its debts as they became due. TAX RISKS
    TO COMMON UNITHOLDERS    Our
    tax treatment depends on our status as a partnership for federal
    income tax purposes, as well as our not being subject to a
    material amount of entity-level taxation by individual states.
    If the IRS were to treat us as a corporation for federal income
    tax purposes or we were to become subject to additional amounts
    of entity-level taxation for state tax purposes, then our cash
    available for distribution to you could be substantially
    reduced.
     20




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We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of our units each month based upon
    the ownership of our units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred. The IRS may challenge this treatment, which could
    change the allocation of items of income, gain, loss and
    deduction among our unitholders.
    If the
    IRS contests the federal income tax positions we take, the
    market for our common units may be adversely impacted and the
    cost of any IRS contest will reduce our cash available for
    distribution to you.
   21




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You
    may be required to pay taxes on your share of our income even if
    you do not receive any cash distributions from us.
    Tax
    gain or loss on the disposition of our common units could be
    more or less than expected.
    Tax-exempt
    entities and foreign persons face unique tax issues from owning
    our common units that may result in adverse tax consequences to
    them.
  non-U.S. persons non-U.S. persons non-U.S. persons non-U.S. person,
  We
    will treat each purchaser of common units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could adversely
    affect the value of the common units.
    We
    have adopted certain valuation methodologies that may result in
    a shift of income, gain, loss and deduction between the general
    partner and the unitholders. The IRS may challenge this
    treatment, which could adversely affect the value of the common
    units.
   22




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We
    have a subsidiary that is treated as a corporation for federal
    income tax purposes and subject to corporate-level income
    taxes.
    The
    sale or exchange of 50% or more of our capital and profits
    interests during any twelve-month period will result in the
    termination of our partnership for federal income tax
    purposes.
    You
    will likely be subject to state and local taxes and return
    filing requirements in states where you do not live as a result
    of investing in our common units.
  and/or
 23




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USE OF
    PROCEEDS   RATIO OF
    EARNINGS TO FIXED CHARGES    Calumet Specialty ProductsPartners, L.P.Predecessor





Six MonthsCalumet Lubricants Co., Limited Partnership





EndedYear Ended December 31,





June 30,2002


2003


2004


2005


2006(1)


2007(Unaudited)EarningsIncome (loss) from continuing
    operations

$
5,470


$
(4,939
)

$
8,281


$
12,926


$
95,768


$
65,932Fixed charges less capitalized
    interest


12,148



14,205



14,473



28,419



14,822



5,305Earnings (loss) from continuing
    operations before fixed charges

$
17,618


$
9,266


$
22,754


$
41,345


$
110,590


$
71,237Fixed chargesInterest expense, net of
    capitalized interest

$
7,435


$
9,493


$
9,869


$
22,961


$
9,030


$
2,128Capitalized interest, net of
    amortization










302



178



1,938



2,201Estimated interest within rental
    expense


4,713



4,712



4,604



5,458



5,792



3,177Total fixed charges

$
12,148


$
14,205


$
14,775


$
28,597


$
16,760


$
7,506Ratio of earnings (loss) to fixed
    charges


1.45



0.65



1.54



1.45



6.60



9.49     (1)
    
    The information presented for the year ended December 31,
    2006 contains results of the Predecessor for the period of
    January 1, 2006 through January 31, 2006.     24




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DESCRIPTION
    OF THE COMMON UNITS The
    Units     Number of
    Units   Subordinated
    Units   Voting
    Rights    
    during the subordination period, the approval of a majority of
    the common units, excluding those common units held by our
    general partner and its affiliates, and a majority of the
    subordinated units, voting as separate classes; and
    after the subordination period, the approval of a majority of
    the common units.    Issuance of additional units of equal rank with the common units
    during the subordination period
    
    Unit majority, with exceptions described under
     Issuance of Additional Securities.Issuance of units senior to the common units during the
    subordination period
    
    Unit majority.Issuance of units junior to the common units during the
    subordination period
    
    No approval right.Issuance of additional units after the subordination period
    
    No approval right. 25




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Amendment of our partnership agreement
    
    Certain amendments may be made by the general partner without
    the approval of the unitholders. Other amendments generally
    require the approval of a unit majority. Please read
     Amendment of the Partnership Agreement.Merger of our partnership or the sale of all or substantially
    all of our assets
    
    Unit majority in certain circumstances. Please read
     Merger, Sale or Other Disposition of
    Assets.Dissolution of our partnership
    
    Unit majority. Please read  Termination and
    Dissolution.Continuation of the business of our partnership upon dissolution
    
    Unit majority. Please read  Termination and
    Dissolution.Withdrawal of our general partner
    
    Under most circumstances, the approval of a majority of the
    common units, excluding common units held by our general partner
    and its affiliates, is required for the withdrawal of our
    general partner prior to December 31, 2015 in a manner that
    would cause a dissolution of our partnership. Please read
     Withdrawal or Removal of the General
    Partner.Removal of our general partner
    
    Not less than
    662/3%
    of the outstanding units, including units held by our general
    partner and its affiliates. Please read
     Withdrawal or Removal of the General
    Partner.Transfer of the general partner interest
    
    Our general partner may transfer all, but not less than all, of
    its general partner interest in us without a vote of our
    unitholders to an affiliate or another person in connection with
    its merger or consolidation with or into, or sale of all or
    substantially all of its assets to, such person. The approval of
    a majority of the common units, excluding common units held by
    our general partner and its affiliates, is required in other
    circumstances for a transfer of the general partner interest to
    a third party prior to December 31, 2015. Please read
     Transfer of General Partner Interest.Transfer of incentive distribution rights
    
    Except for transfers to an affiliate or another person as part
    of our general partners merger or consolidation, sale of
    all or substantially all of its assets or the sale of all of the
    ownership interests in such holder, the approval of a majority
    of the common units, excluding common units held by the general
    partner and its affiliates, is required in most circumstances
    for a transfer of the incentive distribution rights to a third
    party prior to December 31, 2015. Please read 
    Transfer of Incentive Distribution Rights.Transfer of ownership interests in our general partner
    
    No approval required at any time. Please read 
    Transfer of Ownership Interests in Our General Partner. Limited
    Liability   26




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
    to remove or replace our general partner;
    to approve some amendments to our partnership agreement; or
    to take other action under our partnership agreement;         Issuance
    of Additional Securities   27




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##### Table of Contents




    upon exercise of the underwriters option to purchase
    additional units;
    upon conversion of the subordinated units;
    under employee benefits plans;
    upon conversion of the general partner interest and incentive
    distribution rights as a result of a withdrawal or removal of
    our general partner;
    upon conversion of units of equal rank with the common units
    into common units or other parity units under certain
    circumstances;
    in the event of a combination or subdivision of common units;
    in connection with an acquisition or an expansion capital
    improvement that increases cash flow from operations per unit on
    an estimated pro forma basis;
    if the proceeds of the issuance are used to repay indebtedness,
    the cost of which to service is greater than the distribution
    obligations associated with the units issued in connection with
    its retirement; or
    in connection with the redemption of common units or other
    equity interests of equal rank with the common units from the
    net proceeds of an issuance of common units or parity units, but
    only if the redemption price equals the net proceeds per unit,
    before expenses, to us.         28




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Amendment
    of the Partnership Agreement  General.
  Prohibited Amendments.
  
    enlarge the obligations of any limited partner without its
    consent, unless approved by at least a majority of the type or
    class of limited partner interests so affected; or
    enlarge the obligations of, restrict in any way any action by or
    rights of, or reduce in any way the amounts distributable,
    reimbursable or otherwise payable by us to our general partner
    or any of its affiliates without the consent of our general
    partner, which consent may be given or withheld at its option.    No Unitholder Approval.
  
    a change in our name, the location of our principal place of our
    business, our registered agent or our registered office;
    the admission, substitution, withdrawal or removal of partners
    in accordance with our partnership agreement;
    a change that our general partner determines to be necessary or
    appropriate to qualify or continue our qualification as a
    limited partnership or a partnership in which the limited
    partners have limited liability under the laws of any state or
    to ensure that neither we nor the operating company nor any of
    its subsidiaries will be treated as an association taxable as a
    corporation or otherwise taxed as an entity for federal income
    tax purposes;
    an amendment that is necessary, in the opinion of our counsel,
    to prevent us or our general partner or its directors, officers,
    agents or trustees from in any manner being subjected to the
    provisions of the Investment Company Act of 1940, the Investment
    Advisors Act of 1940, or plan asset regulations
    adopted under the Employee Retirement Income Security Act of
    1974, or ERISA, whether or not substantially similar to plan
    asset regulations currently applied or proposed;
    an amendment that our general partner determines to be necessary
    or appropriate for the authorization of additional partnership
    securities or rights to acquire partnership securities;
    any amendment expressly permitted in our partnership agreement
    to be made by our general partner acting alone;
    an amendment effected, necessitated or contemplated by a merger
    agreement that has been approved under the terms of our
    partnership agreement;
    any amendment that our general partner determines to be
    necessary or appropriate for the formation by us of, or our
    investment in, any corporation, partnership or other entity, as
    otherwise permitted by our partnership agreement; 29




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
    a change in our fiscal year or taxable year and related changes;
    mergers with or conveyances to another limited liability entity
    that is newly formed and has no assets, liabilities or
    operations at the time of the merger or conveyance other than
    those it receives by way of the merger or conveyance; or
    any other amendments substantially similar to any of the matters
    described in the bullet points above.    
    do not adversely affect the limited partners (or any particular
    class of limited partners) in any material respect;
    are necessary or appropriate to satisfy any requirements,
    conditions or guidelines contained in any opinion, directive,
    order, ruling or regulation of any federal or state agency or
    judicial authority or contained in any federal or state statute;
    are necessary or appropriate to facilitate the trading of
    limited partner interests or to comply with any rule,
    regulation, guideline or requirement of any securities exchange
    on which the limited partner interests are or will be listed for
    trading;
    are necessary or appropriate for any action taken by our general
    partner relating to splits or combinations of units under the
    provisions of our partnership agreement; or
    are required to effect the intent expressed in this prospectus
    or the intent of the provisions of our partnership agreement or
    are otherwise contemplated by our partnership agreement.  Opinion of Counsel and Unitholder
    Approval.
   Merger,
    Sale or Other Disposition of Assets     30




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Termination
    and Dissolution    
    the election of our general partner to dissolve us, if approved
    by the holders of units representing a unit majority;
    there being no limited partners, unless we are continued without
    dissolution in accordance with applicable Delaware law;
    the entry of a decree of judicial dissolution of our
    partnership; or
    the withdrawal or removal of our general partner or any other
    event that results in its ceasing to be our general partner
    other than by reason of a transfer of its general partner
    interest in accordance with our partnership agreement or
    withdrawal or removal following approval and admission of a
    successor.    
    the action would not result in the loss of limited liability of
    any limited partner; and
    neither our partnership, our operating company nor any of our
    other subsidiaries would be treated as an association taxable as
    a corporation or otherwise be taxable as an entity for federal
    income tax purposes upon the exercise of that right to continue. Liquidation
    and Distribution of Proceeds   Withdrawal
    or Removal of the General Partner   31




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2 3 1 3
    
    the subordination period will end, and all outstanding
    subordinated units will immediately convert into common units on
    a one-for-one basis;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and its incentive distribution rights into
    common units or to receive cash in exchange for those interests
    based on the fair market value of those interests at that time.     32




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Transfer
    of General Partner Interest    
    an affiliate of our general partner (other than an
    individual); or
    another entity as part of the merger or consolidation of our
    general partner with or into another entity or the transfer by
    our general partner of all or substantially all of its assets to
    another entity,     Transfer
    of Ownership Interests in Our General Partner   Transfer
    of Incentive Distribution Rights   Change of
    Management Provisions      
    the subordination period will end and all outstanding
    subordinated units will immediately convert into common units on
    a one-for-one basis; 33




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
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and its incentive distribution rights into
    common units or to receive cash in exchange for those interests. Limited
    Call Right    
    the highest cash price paid by either of our general partner or
    any of its affiliates for any partnership securities of the
    class purchased within the 90 days preceding the date on
    which our general partner first mails notice of its election to
    purchase those partnership securities; and
    the current market price as of the date three days before the
    date the notice is mailed.   Meetings;
    Voting       34




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Status as
    Limited Partner   Non-Citizen
    Transferees   Indemnification    
    our general partner;
    any departing general partner;
    any person who is or was an affiliate of a general partner or
    any departing general partner;
    any person who is or was a director, officer, member, partner,
    fiduciary or trustee of any entity set forth in the preceding
    three bullet points;
    any person who is or was serving as director, officer, member,
    partner, fiduciary or trustee of another person at the request
    of our general partner or any departing general partner or any
    of their affiliates (other than persons acting on a
    fee-for-services basis); and
    any person designated by our general partner.   Reimbursement
    of Expenses   35




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Books and
    Reports       Right to
    Inspect Our Books and Records    
    a current list of the name and last known address of each
    partner;
    a copy of our tax returns;
    information as to the amount of cash, and a description and
    statement of the agreed value of any other property or services,
    contributed or to be contributed by each partner and the date on
    which each partner became a partner;
    copies of our partnership agreement, our certificate of limited
    partnership, related amendments and powers of attorney under
    which they have been executed;
    information regarding the status of our business and financial
    condition; and
    any other information regarding our affairs as is just and
    reasonable.   Registration
    Rights   36




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Transfer
    Agent and Registrar  Duties.
 OUR CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS General  Rationale for Our Cash Distribution
    Policy.
  Limitations on Cash Distributions and Our Ability to Change
    Our Cash Distribution Policy.
  
    Our distribution policy will be subject to restrictions on
    distributions under our new credit facilities. Specifically, our
    new credit facilities contain consolidated leverage and
    available liquidity tests that we must satisfy in order to make
    distributions to unitholders. Should we be unable to satisfy
    these restrictions under our new credit facilities, we would be
    prohibited from making cash distributions to you notwithstanding
    our stated cash distribution policy.
    Our board of directors will have the authority to establish
    reserves for the prudent conduct of our business or for future
    distributions to unitholders, and the establishment of those
    reserves could result in a reduction in cash distributions to
    you from levels we currently anticipate pursuant to our stated
    distribution policy.
    Even if our cash distribution policy is not modified or revoked,
    the amount of distributions we pay under our cash distribution
    policy and the decision to make any distribution is determined
    by our general partner, taking into consideration the terms of
    our partnership agreement.
    Under
    Section 17-607
    of the Delaware Act, we may not make a distribution to you if
    the distribution would cause our liabilities to exceed the fair
    value of our assets.
    We may lack sufficient cash to pay distributions to our
    unitholders due to a number of factors, including increases in
    our general and administrative expense, principal and interest
    payments on our outstanding debt, tax expenses, working capital
    requirements, anticipated cash needs and seasonality. Please
    read Risk Factors for a discussion of these factors.
    While our partnership agreement requires us to distribute our
    available cash, our partnership agreement may be amended. During
    the subordination period, with certain exceptions, our
    partnership agreement may not be amended without approval of the
    nonaffiliated common unitholders, but our partnership 37




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agreement can be amended with the approval of a majority of our
    outstanding common units after the subordination period has
    ended.  Our Cash Distribution Policy May Limit Our Ability to
    Grow.
  Our Ability to Grow is Dependent on Our Ability to Access
    External Expansion Capital.
 Distributions
    of Available Cash  General.
  Definition of Available Cash.
  
    less the amount of cash reserves established by our general
    partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters.  
    plus all cash on hand on the date of determination of available
    cash for the quarter resulting from working capital borrowings
    made after the end of the quarter for which the determination is
    being made. Working capital borrowings are generally borrowings
    that will be made under our revolving credit facility and in all
    cases are used solely for working capital purposes or to pay
    distributions to partners.  Intent to Distribute the Minimum Quarterly
    Distribution.
  General Partner Interest and Incentive Distribution
    Rights.
 38




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Operating
    Surplus and Capital Surplus  General.
  Operating Surplus.
  
    our cash balance on the closing date of this offering; plus
    $10.0 million (as described below); plus
    as of our cash receipts after the closing of this offering,
    excluding cash from (1) borrowings that are not working
    capital borrowings, (2) sales of equity and debt securities
    and (3) sales or other dispositions of assets outside the
    ordinary course of business; plus
    working capital borrowings made after the end of a quarter but
    before the date of determination of operating surplus for the
    quarter; less
    all of our operating expenditures after the closing of this
    offering (including the repayment of working capital borrowings,
    but not the repayment of other borrowings) and maintenance
    capital expenditures; less
    the amount of cash reserves established by our general partner
    for future operating expenditures.      Capital Surplus.
  
    borrowings other than working capital borrowings;
    sales of our equity and debt securities; and
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or as part of normal retirement
    or replacement of assets.  Characterization of Cash Distributions.
 39




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Subordination
    Period  General.
  Subordination Period.
  
    distributions of available cash from operating surplus on each
    of the outstanding common units, subordinated units and general
    partner units equaled or exceeded the minimum quarterly
    distributions on such common units, subordinated units and
    general partner units for each of the three consecutive,
    non-overlapping four-quarter periods immediately preceding that
    date;
    the adjusted operating surplus (as defined below)
    generated during each of the three consecutive, non-overlapping
    four-quarter periods immediately preceding that date equaled or
    exceeded the sum of the minimum quarterly distributions on all
    of the outstanding common units, subordinated units and general
    partner units during those periods on a fully diluted
    basis; and
    there are no arrearages in payment of minimum quarterly
    distributions on the common units.  Expiration of the Subordination Period.
  
    the subordination period will end and each subordinated unit
    will immediately convert into one common unit;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    the general partner will have the right to convert its general
    partner interest and its incentive distribution rights into
    common units or to receive cash in exchange for those interests.  Adjusted Operating Surplus.
  
    operating surplus generated with respect to that period; less
    any net increase in working capital borrowings with respect to
    that period; less 40




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
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; plus
    any net decrease in working capital borrowings with respect to
    that period; plus
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium. Distributions
    of Available Cash from Operating Surplus During the
    Subordination Period    
    first, 98% to the common unitholders, pro rata, and 2% to the
    general partner, until we distribute for each outstanding common
    unit an amount equal to the minimum quarterly distribution for
    that quarter;
    second, 98% to the common unitholders, pro rata, and 2% to the
    general partner, until we distribute for each outstanding common
    unit an amount equal to any arrearages in payment of the minimum
    quarterly distribution on the common units for any prior
    quarters during the subordination period;
    third, 98% to the subordinated unitholders, pro rata, and 2% to
    the general partner, until we distribute for each subordinated
    unit an amount equal to the minimum quarterly distribution for
    that quarter; and
    thereafter, in the manner described in
     Incentive Distribution Rights below.   Distributions
    of Available Cash from Operating Surplus After the Subordination
    Period    
    first, 98% to all unitholders, pro rata, and 2% to the general
    partner, until we distribute for each outstanding unit an amount
    equal to the minimum quarterly distribution for that
    quarter; and
    thereafter, in the manner described in
     Incentive Distribution Rights below.   Incentive
    Distribution Rights      
    we have distributed available cash from operating surplus to the
    common and subordinated unitholders in an amount equal to the
    minimum quarterly distribution; and
    we have distributed available cash from operating surplus on
    outstanding common units in an amount necessary to eliminate any
    cumulative arrearages in payment of the minimum quarterly
    distribution;    
    first, 98% to all unitholders, pro rata, and 2% to the general
    partner, until each unitholder receives a total of $0.495 per
    unit for that quarter (the first target
    distribution); 41




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##### Table of Contents




    second, 85% to all unitholders, pro rata, and 15% to the general
    partner, until each unitholder receives a total of $0.563 per
    unit for that quarter (the second target
    distribution);
    third, 75% to all unitholders, pro rata, and 25% to the general
    partner, until each unitholder receives a total of $0.675 per
    unit for that quarter (the third target
    distribution); and
    thereafter, 50% to all unitholders, pro rata, and 50% to the
    general partner.   Percentage
    Allocations of Available Cash from Operating Surplus    Marginal PercentageInterest inTotal Quarterly

DistributionsDistribution



GeneralTarget Amount

Unitholders

PartnerMinimum Quarterly Distribution

$0.45


98
%


2
%First Target Distribution

up to $0.495


98
%


2
%Second Target Distribution

above $0.495 up to $0.563


85
%


15
%Third Target Distribution

above $0.563 up to $0.675


75
%


25
%Thereafter

above $0.675


50
%


50
%  Distributions
    from Capital Surplus  How Distributions from Capital Surplus Will Be
    Made.
  
    first, 98% to all unitholders, pro rata, and 2% to the general
    partner, until we distribute for each common unit that was
    issued in this offering, an amount of available cash from
    capital surplus equal to the initial public offering price;
    second, 98% to the common unitholders, pro rata, and 2% to the
    general partner, until we distribute for each common unit, an
    amount of available cash from capital surplus equal to any
    unpaid arrearages in payment of the minimum quarterly
    distribution on the common units; and
    thereafter, we will make all distributions of available cash
    from capital surplus as if they were from operating surplus.  Effect of a Distribution from Capital
    Surplus.
 42




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Adjustment
    to the Minimum Quarterly Distribution and Target Distribution
    Levels    
    the minimum quarterly distribution;
    target distribution levels;
    the unrecovered initial unit price;
    the number of common units issuable during the subordination
    period without a unitholder vote; and
    the number of common units into which a subordinated unit is
    convertible.     Distributions
    of Cash Upon Liquidation  General.
   43




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Manner of Adjustments for Gain.
  
    first, to the general partner and the holders of units who have
    negative balances in their capital accounts to the extent of and
    in proportion to those negative balances;
    second, 98% to the common unitholders, pro rata, and 2% to the
    general partner, until the capital account for each common unit
    is equal to the sum of: (1) the unrecovered initial unit
    price; (2) the amount of the minimum quarterly distribution
    for the quarter during which our liquidation occurs; and
    (3) any unpaid arrearages in payment of the minimum
    quarterly distribution;
    third, 98% to the subordinated unitholders, pro rata, and 2% to
    the general partner until the capital account for each
    subordinated unit is equal to the sum of: (1) the
    unrecovered initial unit price; and (2) the amount of the
    minimum quarterly distribution for the quarter during which our
    liquidation occurs;
    fourth, 98% to all unitholders, pro rata, and 2% to the general
    partner, until we allocate under this paragraph an amount per
    unit equal to: (1) the sum of the excess of the first
    target distribution per unit over the minimum quarterly
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the minimum
    quarterly distribution per unit that we distributed 98% to the
    unitholders, pro rata, and 2% to the general partner, for each
    quarter of our existence;
    fifth, 85% to all unitholders, pro rata, and 15% to the general
    partner, until we allocate under this paragraph an amount per
    unit equal to: (1) the sum of the excess of the second
    target distribution per unit over the first target
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the first
    target distribution per unit that we distributed 85% to the
    unitholders, pro rata, and 15% to the general partner for each
    quarter of our existence;
    sixth, 75% to all unitholders, pro rata, and 25% to the general
    partner, until we allocate under this paragraph an amount per
    unit equal to: (1) the sum of the excess of the third
    target distribution per unit over the second target distribution
    per unit for each quarter of our existence; less (2) the
    cumulative amount per unit of any distributions of available
    cash from operating surplus in excess of the second target
    distribution per unit that we distributed 75% to the
    unitholders, pro rata, and 25% to the general partner for each
    quarter of our existence; and
    thereafter, 50% to all unitholders, pro rata, and 50% to the
    general partner.      Manner of Adjustments for Losses.
  
    first, 98% to holders of subordinated units in proportion to the
    positive balances in their capital accounts and 2% to the
    general partner, until the capital accounts of the subordinated
    unitholders have been reduced to zero; 44




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
    second, 98% to the holders of common units in proportion to the
    positive balances in their capital accounts and 2% to the
    general partner, until the capital accounts of the common
    unitholders have been reduced to zero; and
    thereafter, 100% to the general partner.    Adjustments to Capital Accounts.
 DESCRIPTION
    OF DEBT SECURITIES General    
    our direct general obligations;
    either senior debt securities or subordinated debt
    securities; and
    issued under separate indentures among us and a trustee.     Specific
    Terms of Each Series of Debt Securities in the Prospectus
    Supplement    
    whether Calumet Finance will be a co-issuer of the debt
    securities;
    the guarantors of the debt securities, if any; 45




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
    whether the debt securities are senior or subordinated debt
    securities;
    the title of the debt securities;
    the total principal amount of the debt securities;
    the assets, if any, that are pledged as security for the payment
    of the debt securities;
    whether we will issue the debt securities in individual
    certificates to each holder in registered form, or in the form
    of temporary or permanent global securities held by a depository
    on behalf of holders;
    the prices at which we will issue the debt securities;
    the portion of the principal amount that will be payable if the
    maturity of the debt securities is accelerated;
    the currency or currency unit in which the debt securities will
    be payable, if not U.S. dollars;
    the dates on which the principal of the debt securities will be
    payable;
    the interest rate that the debt securities will bear and the
    interest payment dates for the debt securities;
    any conversion or exchange provisions;
    any optional redemption provisions;
    any sinking fund or other provisions that would obligate us to
    repurchase or otherwise redeem the debt securities;
    any changes to or additional events of default or covenants; and
    any other terms of the debt securities.   Guarantees     Consolidation,
    Merger or Asset Sale   46




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
    the remaining or acquiring entity must be organized under the
    laws of the United States, any state or the District of
    Columbia; provided that Calumet Finance may not merge,
    amalgamate or consolidate with or into another entity other than
    a corporation satisfying such requirement for so long as Calumet
    Specialty Products Partners, L.P. is not a corporation;
    the remaining or acquiring entity must assume the issuers
    obligations under the indenture; and
    immediately after giving effect to the transaction, no Default
    or Event of Default (as defined under  Events
    of Default and Remedies below) may exist.   No
    Protection in the Event of a Change of Control   Modification
    of Indentures    
    reduce the principal amount of debt securities whose holders
    must consent to an amendment, supplement or waiver;
    reduce the principal of or change the fixed maturity of any debt
    security;
    reduce or waive the premium payable upon redemption or alter or
    waive the provisions with respect to the redemption of the debt
    securities (except as may be permitted in the case of a
    particular series of debt securities);
    reduce the rate of or change the time for payment of interest on
    any debt security;
    waive a Default or an Event of Default in the payment of
    principal of or premium, if any, or interest on the debt
    securities (except a rescission of acceleration of the debt
    securities by the holders of at least a majority in aggregate
    principal amount of the debt securities and a waiver of the
    payment default that resulted from such acceleration);
    except as otherwise permitted under the indenture, release any
    security that may have been granted with respect to the debt
    securities;
    make any debt security payable in currency other than that
    stated in the debt securities;
    in the case of any subordinated debt security, make any change
    in the subordination provisions that adversely affects the
    rights of any holder under those provisions; 47




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
    make any change in the provisions of the indenture relating to
    waivers of past Defaults or the rights of holders of debt
    securities to receive payments of principal of or premium, if
    any, or interest on the debt securities;
    waive a redemption payment with respect to any debt security
    (except as may be permitted in the case of a particular series
    of debt securities);
    except as otherwise permitted in the indenture, release any
    guarantor from its obligations under its guarantee or the
    indenture or change any guarantee in any manner that would
    adversely affect the rights of holders; or
    make any change in the preceding amendment, supplement and
    waiver provisions (except to increase any percentage set forth
    therein).    
    to establish the form of terms of any series of debt securities;
    to cure any ambiguity, defect or inconsistency;
    to provide for uncertificated notes in addition to or in place
    of certified notes;
    to provide for the assumption of an issuers or
    guarantors obligations to holders of debt securities in
    the case of a merger or consolidation or disposition of all or
    substantially all of such issuers or guarantors
    assets;
    in the case of any subordinated debt security, to make any
    change in the subordination provisions that limits or terminates
    the benefits applicable to any holder of Senior Indebtedness of
    Calumet Specialty Products Partners, L.P.;
    to add or release guarantors pursuant to the terms of the
    indenture;
    to make any changes that would provide any additional rights or
    benefits to the holders of debt securities or that do not, taken
    as a whole, adversely affect the rights under the indenture of
    any holder of debt securities;
    to comply with requirements of the SEC in order to effect or
    maintain the qualification of the Indenture under the
    Trust Indenture Act;
    to evidence or provide for the acceptance of appointment under
    the indenture of a successor Trustee;
    to add any additional Events of Default; or
    to secure the debt securities
    and/or the
    guarantees. Events of
    Default and Remedies  Event of Default,
  
    failure to pay when due the principal of or any premium on any
    debt security of that series;
    failure to pay, within 30 days of the due date, interest on
    any debt security of that series;
    failure to pay when due any sinking fund payment with respect to
    any debt securities of that series;
    failure on the part of the issuers to comply with the covenant
    described under   Consolidation, Merger or
    Asset Sale;
    failure to perform any other covenant in the indenture that
    continues for 60 days after written notice is given to the
    issuers;
    certain events of bankruptcy, insolvency or reorganization of an
    issuer; or
    any other Event of Default provided under the terms of the debt
    securities of that series. 48




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No Limit
    on Amount of Debt Securities   Registration
    of Notes   Minimum
    Denominations   No
    Personal Liability   Payment
    and Transfer     49




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Exchange,
    Registration and Transfer      
    to issue, register the transfer of, or exchange debt securities
    of a series either during a period beginning 15 business days
    prior to the selection of debt securities of that series for
    redemption and ending on the close of business on the day of
    mailing of the relevant notice of redemption or repurchase, or
    between a record date and the next succeeding interest payment
    date; or
    to register the transfer of or exchange any debt security called
    for redemption or repurchase, except the unredeemed portion of
    any debt security we are redeeming or repurchasing in part. Provisions
    Relating only to the Senior Debt Securities   Provisions
    Relating only to the Subordinated Debt Securities  Subordinated
    Debt Securities Subordinated to Senior
    Indebtedness
    Payment
    Blockages
    
    we or our property is involved in any voluntary or involuntary
    liquidation or bankruptcy;
    we fail to pay the principal, interest, any premium or any other
    amounts on any Senior Indebtedness of Calumet Specialty Products
    Partners, L.P. within any applicable grace period or the
    maturity of such Senior Indebtedness is accelerated following
    any other default, subject to certain limited exceptions set
    forth in the subordinated indenture; or
    any other default on any Senior Indebtedness of Calumet
    Specialty Products Partners, L.P. occurs that permits immediate
    acceleration of its maturity, in which case a payment blockage
    on the subordinated debt securities will be imposed for a
    maximum of 179 days at any one time. 50




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No
    Limitation on Amount of Senior Debt
   Book
    Entry, Delivery and Form                  
    DTC notifies us that it is unwilling or unable to continue as
    depositary or if DTC ceases to be a clearing agency registered
    under applicable law and in either event a successor depositary
    is not appointed by us within 90 days; or 51




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
    an Event of Default occurs and DTC notifies the Trustee of its
    decision to exchange the global debt security for certificated
    debt securities. Satisfaction
    and Discharge; Defeasance               Governing
    Law   The
    Trustee    Resignation
    or Removal of Trustee
     52




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Limitations
    on Trustee if it is Our Creditor
    Annual
    Trustee Report to Holders of Debt Securities
    Certificates
    and Opinions to be Furnished to Trustee
   MATERIAL
    TAX CONSEQUENCES           53




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Partnership
    Status                 54




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##### Table of Contents



Limited
    Partner Status         Tax
    Consequences of Unit Ownership  Flow-Through of Taxable Income.
  Treatment of Distributions.
 55




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and/or
  Basis of Common Units.
  Limitations on Deductibility of Losses.
     56




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Limitations on Interest Deductions.
  
    interest on indebtedness properly allocable to property held for
    investment;
    our interest expense attributed to portfolio income; and
    the portion of interest expense incurred to purchase or carry an
    interest in a passive activity to the extent attributable to
    portfolio income.    Entity-Level Collections.
  Allocation of Income, Gain, Loss and
    Deduction.
   57




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
    his relative contributions to us;
    the interests of all the partners in profits and losses;
    the interest of all the partners in cash flow; and
    the rights of all the partners to distributions of capital upon
    liquidation.    Treatment of Short Sales.
  
    any of our income, gain, loss or deduction with respect to those
    units would not be reportable by the unitholder;
    any cash distributions received by the unitholder as to those
    units would be fully taxable; and
    all of these distributions would appear to be ordinary income.    Alternative Minimum Tax.
  Tax Rates. 2008-2010
 58




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Section 754 Election.
  Regulation Section 1.197-2(g)(3) Regulation Section 1.167(c)-1(a)(6),
  non-amortizable Regulation Section 1.167(c)-1(a)(6), Regulation Section 1.197-2(g)(3).
   59




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Tax
    Treatment of Operations  Accounting Method and Taxable Year.
  Initial Tax Basis, Depreciation and
    Amortization.
     60




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Valuation and Tax Basis of Our Properties.
 Disposition
    of Common Units  Recognition of Gain or Loss.
       61




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
    a short sale;
    an offsetting notional principal contract; or
    a futures or forward contract with respect to the partnership
    interest or substantially identical property.    Allocations Between Transferors and
    Transferees.
      Notification Requirements.
  Constructive Termination.
 62




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Uniformity
    of Units  Regulation Section 1.167(c)-1(a)(6) Regulation Section 1.197-2(g)(3).
  Regulation Section 1.167(c)-1(a)(6), Regulation Section 1.197-2(g)(3).
 Tax-Exempt
    Organizations and Other Investors     63




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Form W-8BEN
     Administrative
    Matters  Information Returns and Audit Procedures. Schedule K-1,
       64




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Nominee Reporting.
  (a)
    the name, address and taxpayer identification number of the
    beneficial owner and the nominee;  (b)
    whether the beneficial owner is:  1.
    a person that is not a United States person;2.
    a foreign government, an international organization or any
    wholly owned agency or instrumentality of either of the
    foregoing; or3.
    a tax-exempt entity;  (c)
    the amount and description of units held, acquired or
    transferred for the beneficial owner; and  (d)
    specific information including the dates of acquisitions and
    transfers, means of acquisitions and transfers, and acquisition
    cost for purchases, as well as the amount of net proceeds from
    sales.    Accuracy-Related Penalties.
    (1)
    for which there is, or was, substantial
    authority; or(2)
    as to which there is a reasonable basis and the pertinent facts
    of that position are disclosed on the return.   65




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Reportable Transactions.
    
    accuracy-related penalties with a broader scope, significantly
    narrower exceptions, and potentially greater amounts than
    described above at  Accuracy-Related Penalties,
    for those persons otherwise entitled to deduct interest on
    federal tax deficiencies, nondeductibility of interest on any
    resulting tax liability and
    in the case of a listed transaction, an extended statute of
    limitations.   State,
    Local, Foreign and Other Tax Considerations     66




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TAX
    CONSEQUENCES OF OWNERSHIP OF DEBT SECURITIES   PLAN OF
    DISTRIBUTION        
    market prices prevailing at the time of any sale under this
    registration statement;
    prices related to market prices; or
    negotiated prices.             67




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LEGAL
    MATTERS   EXPERTS  Form 10-K
 68




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PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 14.
    Other
    Expenses of Issuance and Distribution.    Securities and Exchange Commission
    registration fee

$
23,025.00Legal fees and expenses


300,000.00Accounting fees and expenses


250,000.00Printing expenses


350,000.00Miscellaneous


76,975.00TOTAL

$
1,000,000.00   Item 15.
    Indemnification
    of Directors and Officers.  Calumet
    Specialty Products Partners, L.P.
  Section 17-108
  
    our general partners;
    any departing general partner;
    any person who is or was an affiliate of our general partners or
    any departing general partner;
    any person who is or was a member, partner, officer, director
    employee, agent or trustee of our general partners or any
    departing general partner or any affiliate of our general
    partners or any departing general partner; or
    any person who is or was serving at the request of our general
    partners or any departing general partners or any affiliate of a
    general partner or any departing general partner as an officer,
    director, employee, member, partner, agent or trustee of another
    person.    Calumet
    Finance Corp.
   II-1




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Item 16.
    Exhibits  ExhibitNumber



Description*1
.1



Form of Underwriting Agreement**4
.1



Form of Senior Indenture for
    Senior Debt Securities.**4
.2



Form of Subordinated Indenture for
    Subordinated Debt Securities.*4
.3



Form of Senior Debt Securities.*4
.4



Form of Subordinated Debt
    Securities.**5
.1



Opinion of Vinson & Elkins
    L.L.P. as to the legality of the securities being registered**8
.1



Opinion of Vinson & Elkins
    L.L.P. as to tax matters**12
.1



Ratios of earnings to fixed charges**23
.1



Consent of Ernst & Young LLP**23
.2



Consent of Vinson & Elkins
    L.L.P. (contained in Exhibits 5.1 and 8.1)**24
.1



Power of Attorney (included on
    signature page of this registration statement)     *
    
    To be filed as an Exhibit to a Current Report on
    Form 8-K
    or in a post-effective amendment to this registration statement**
    
    Filed herewith  Item 17.
    Undertakings         II-2




---



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Form S-3
                 II-3




---



##### Table of Contents



II-4




---



##### Table of Contents



SIGNATURES
  Form S-3
    By:
    Calumet GP, LLC,   By:
    /s/  F.
    William Grube   Title:
    Director, President and Chief Executive Officer of Calumet GP,
    LLC    Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

Director, President and Chief
    Executive
    Officer of Calumet GP, LLC (Principal
    Executive Officer)/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Vice President, Chief Financial
    Officer
    and Secretary of Calumet GP, LLC
    (Principal Financial Officer and
    Principal Accounting Officer)/s/  Fred
    M. Fehsenfeld,
    Jr.Fred
    M. Fehsenfeld, Jr.

Director and Chairman of the Board
    of
    Calumet GP, LLC/s/  James
    S. CarterJames
    S. Carter

Director of Calumet GP, LLC II-5




---



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Signature

Title/s/  William
    S.
    FehsenfeldWilliam
    S. Fehsenfeld

Director of Calumet GP, LLC/s/  Robert
    E. FunkRobert
    E. Funk

Director of Calumet GP, LLC/s/  Nicholas
    J.
    RutiglianoNicholas
    J. Rutigliano

Director of Calumet GP, LLC/s/  Michael
    L. SmithMichael
    L. Smith

Director of Calumet GP, LLC  II-6




---



##### Table of Contents



SIGNATURES
  Form S-3
    By:
    /s/  F.
    William Grube   Title:
    President and Chief Executive Officer    Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

President, Chief Executive Officer
    and Director
    (Principal Executive Officer)/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Chief Financial Officer, Vice
    President, Secretary
    and Director (Principal Financial Officer and
    Principal Accounting Officer)  II-7




---



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SIGNATURES
  Form S-3
    By:
    Calumet Specialty Products Partners, L.P.,   By:
    Calumet GP, LLC,   By:
    /s/  F.
    William Grube   Title:
    President and Chief Executive Officer     Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

Director, President and Chief
    Executive
    Officer of Calumet GP, LLC (Principal
    Executive Officer)/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Vice President, Chief Financial
    Officer
    and Secretary of Calumet GP, LLC
    (Principal Financial Officer and
    Principal Accounting Officer)/s/  Fred
    M. Fehsenfeld,
    Jr.Fred
    M. Fehsenfeld, Jr.

Director and Chairman of the Board
    of
    Calumet GP, LLC II-8




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Signature

Title/s/  James
    S. CarterJames
    S. Carter

Director of Calumet GP, LLC/s/  William
    S.
    FehsenfeldWilliam
    S. Fehsenfeld

Director of Calumet GP, LLC/s/  Robert
    E. FunkRobert
    E. Funk

Director of Calumet GP, LLC/s/  Nicholas
    J.
    RutiglianoNicholas
    J. Rutigliano

Director of Calumet GP, LLC/s/  Michael
    L. SmithMichael
    L. Smith

Director of Calumet GP, LLC  II-9




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SIGNATURES
  Form S-3
    By:
    Calumet Operating, LLC,   By:
    Calumet Specialty Products Partners, L.P.,   By:
    Calumet GP, LLC,   By:
    /s/  F.
    William Grube   Title:
    President and Chief Executive Officer     Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

President and Chief Executive
    Officer of
    Calumet LP GP, LLC and Director of
    Calumet GP, LLC (Principal Executive
    Officer) II-10




---



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Signature

Title/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Vice President, Chief Financial
    Officer
    and Secretary of Calumet LP GP, LLC
    (Principal Financial Officer and
    Principal Accounting Officer)/s/  Fred
    M. Fehsenfeld,
    Jr.Fred
    M. Fehsenfeld, Jr.

Director and Chairman of the Board
    of
    Calumet GP, LLC/s/  James
    S. CarterJames
    S. Carter

Director of Calumet GP, LLC/s/  William
    S.
    FehsenfeldWilliam
    S. Fehsenfeld

Director of Calumet GP, LLC/s/  Robert
    E. FunkRobert
    E. Funk

Director of Calumet GP, LLC/s/  Nicholas
    J.
    RutiglianoNicholas
    J. Rutigliano

Director of Calumet GP, LLC/s/  Michael
    L. SmithMichael
    L. Smith

Director of Calumet GP, LLC  II-11




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SIGNATURES
  Form S-3
    By:
    Calumet LP GP, LLC,   By:
    Calumet Operating, LLC,   By:
    Calumet Specialty Products Partners, L.P.,   By:
    Calumet GP, LLC,   By:
    /s/  F.
    William Grube   Title:
    President and Chief Executive Officer     Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

President and Chief Executive
    Officer of
    Calumet LP GP, LLC and Director of
    Calumet GP, LLC (Principal Executive Officer) II-12




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##### Table of Contents



Signature

Title/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Vice President, Chief Financial
    Officer
    and Secretary of Calumet LP GP, LLC
    (Principal Financial Officer and
    Principal Accounting Officer)/s/  Fred
    M. Fehsenfeld,
    Jr.Fred
    M. Fehsenfeld, Jr.

Director and Chairman of the Board
    of
    Calumet GP, LLC/s/  James
    S. CarterJames
    S. Carter

Director of Calumet GP, LLC/s/  William
    S.
    FehsenfeldWilliam
    S. Fehsenfeld

Director of Calumet GP, LLC/s/  Robert
    E. FunkRobert
    E. Funk

Director of Calumet GP, LLC/s/  Nicholas
    J.
    RutiglianoNicholas
    J. Rutigliano

Director of Calumet GP, LLC/s/  Michael
    L. SmithMichael
    L. Smith

Director of Calumet GP, LLC  II-13




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##### Table of Contents



SIGNATURES
  Form S-3
    By:
    /s/  F.
    William Grube   Title:
    President and Chief Executive Officer    Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

President, Chief Executive Officer
    and Director
    (Principal Executive Officer)/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Chief Financial Officer, Vice
    President and
    Secretary (Principal Financial Officer
    and Principal Accounting Officer)/s/  Fred
    M. Fehsenfeld,
    Jr.Fred
    M. Fehsenfeld, Jr.

Director  II-14




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##### Table of Contents



SIGNATURES
  Form S-3
    By:
    Calumet Lubricants Co., Limited Partnership,   By:
    Calumet LP GP, LLC,   By:
    Calumet Operating, LLC,   By:
    Calumet Specialty Products Partners, L.P.,   By:
    Calumet GP, LLC,   By:
    /s/  F.
    William Grube   Title:
    President and Chief Executive Officer    II-15




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##### Table of Contents



Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

President and Chief Executive
    Officer of
    Calumet Shreveport, LLC and Director of
    Calumet GP, LLC (Principal Executive
    Officer)/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Vice President, Chief Financial
    Officer
    and Secretary of Calumet Shreveport,
    LLC (Principal Financial Officer and
    Principal Accounting Officer)/s/  Fred
    M. Fehsenfeld,
    Jr.Fred
    M. Fehsenfeld, Jr.

Director and Chairman of the Board
    of
    Calumet GP, LLC/s/  James
    S. CarterJames
    S. Carter

Director of Calumet GP, LLC/s/  William
    S.
    FehsenfeldWilliam
    S. Fehsenfeld

Director of Calumet GP, LLC/s/  Robert
    E. FunkRobert
    E. Funk

Director of Calumet GP, LLC/s/  Nicholas
    J.
    RutiglianoNicholas
    J. Rutigliano

Director of Calumet GP, LLC/s/  Michael
    L. SmithMichael
    L. Smith

Director of Calumet GP, LLC  II-16




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##### Table of Contents



SIGNATURES
  Form S-3
      By:
    Calumet Shreveport, LLC,   By:
    Calumet Lubricants Co., Limited Partnership,   By:
    Calumet LP GP, LLC,   By:
    Calumet Operating, LLC,   By:
    Calumet Specialty Products Partners, L.P.,   By:
    Calumet GP, LLC,   By:
    /s/  F.
    William Grube   Title:
    President and Chief Executive Officer    II-17




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##### Table of Contents



Form S-3
  Signature

Title/s/  F.
    William
    GrubeF.
    William Grube

President and Chief Executive
    Officer of
    Calumet Shreveport, LLC and Director of
    Calumet GP, LLC (Principal Executive
    Officer)/s/  R.
    Patrick
    Murray, IIR.
    Patrick Murray, II

Vice President, Chief Financial
    Officer
    and Secretary of Calumet Shreveport,
    LLC (Principal Financial Officer and
    Principal Accounting Officer)/s/  Fred
    M. Fehsenfeld,
    Jr.Fred
    M. Fehsenfeld, Jr.

Director and Chairman of the Board
    of
    Calumet GP, LLC/s/  James
    S. CarterJames
    S. Carter

Director of Calumet GP, LLC/s/  William
    S.
    FehsenfeldWilliam
    S. Fehsenfeld

Director of Calumet GP, LLC/s/  Robert
    E. FunkRobert
    E. Funk

Director of Calumet GP, LLC/s/  Nicholas
    J.
    RutiglianoNicholas
    J. Rutigliano

Director of Calumet GP, LLC/s/  Michael
    L. SmithMichael
    L. Smith

Director of Calumet GP, LLC  II-18




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber



Description*1
.1



Form of Underwriting Agreement**4
.1



Form of Senior Indenture for
    Senior Debt Securities.**4
.2



Form of Subordinated Indenture for
    Subordinated Debt Securities.*4
.3



Form of Senior Debt Securities.*4
.4



Form of Subordinated Debt
    Securities.**5
.1



Opinion of Vinson & Elkins
    L.L.P. as to the legality of the securities being registered**8
.1



Opinion of Vinson & Elkins
    L.L.P. as to tax matters**12
.1



Ratios of earnings to fixed charges**23
.1



Consent of Ernst & Young LLP**23
.2



Consent of Vinson & Elkins
    L.L.P. (contained in Exhibits 5.1 and 8.1)**24
.1



Power of Attorney (included on
    signature page of this registration statement)     *
    
    To be filed as an Exhibit to a Current Report on
    Form 8-K
    or in a post-effective amendment to this registration statement**
    
    Filed herewith