EXHIBIT 3.8

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                             MARTIN OPERATING GP LLC
                      A DELAWARE LIMITED LIABILITY COMPANY

         This LIMITED LIABILITY COMPANY AGREEMENT OF MARTIN OPERATING GP LLC
(this "Agreement"), dated as of June 21, 2002, is adopted, executed, and agreed
to by the sole Member (as defined below).

         1. FORMATION. Martin Operating GP LLC (the "Company") has been formed
as a Delaware limited liability company under and pursuant to the Delaware
Limited Liability Company Act (the "Act").

         2. TERM. The Company shall have a perpetual existence.

         3. PURPOSES. The purposes of the Company are to carry on any lawful
business, purpose, or activity for which limited liability companies may be
formed under the Act.

         4. SOLE MEMBER. Martin Resource LLC, a Delaware limited liability
company, shall be the sole member of the Company (the "Member").

         5. CONTRIBUTIONS. The Member has made an initial contribution to the
capital of the Company in the amount of $1,000.00. Without creating any rights
in favor of any third party, the Member may, from time to time, make additional
contributions of cash or property to the capital of the Company, but shall have
no obligation to do so.

         6. DISTRIBUTIONS. The Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Company and (b) to enjoy all other rights, benefits, and interests in the
Company.

         7. MANAGEMENT. The management of the Company is fully reserved to the
Member, and the Company shall not have "managers," as that term is used in the
Act. The powers of the Company shall be exercised by or under the authority of,
and the business and affairs of the Company shall be managed under the direction
of, the Member, who shall make all decisions and take all actions for the
Company.

         8. DISSOLUTION. The Company shall dissolve and its affairs shall be
wound up at such time, if any, as the Member may elect. No other event
(including, without limitation, an event described in Section 18-801(4) of the
Act) will cause the Company to dissolve.

         9. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT-OF-LAWS RULES).


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         IN WITNESS WHEREOF, the undersigned, being the sole member of the
Company, has caused this Agreement to be duly executed as of the date first
written above.

                                   MARTIN RESOURCE LLC
                                   as Sole Member

                                   By:  Martin Resource Management Corporation
                                        as Sole Member


                                        By: /s/ ROBERT D. BONDURANT
                                           -------------------------------------
                                           Robert D. Bondurant
                                           Chief Financial Officer




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