United States securities and exchange commission logo





                               June 8, 2022

       Willie Chiang
       Chairman and Chief Executive Officer
       Plains GP Holding, L.P.
       333 Clay Street
       Suite 1600
       Houston, TX 77002

                                                        Re: Plains GP Holdings,
L.P.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2021
                                                            Filed March 1, 2022
                                                            File No. 001-36132

       Dear Mr. Chiang:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K filed March 1, 2022

       Risk Factors, page 44

   1.                                                   We note your disclosure
on page 30 of your Form 10-K regarding increasing litigation
                                                        risks for oil and
natural gas exploration and production companies related to the effects of
                                                        global warming. Please
also disclose any material litigation risks you face related to
                                                        climate change and
explain the potential impact to the company.
       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       73

   2.                                                   We note your 2020
Sustainability Report reflects that you have adopted innovative
                                                        technologies to
increase efficiencies and reduce GHG emissions. Revise your disclosure
                                                        to identify any
material past and/or future capital expenditures for climate-related projects
                                                        or tell us why you
believe they are not material to your operations. Please provide
 Willie Chiang
FirstName  LastNameWillie  Chiang
Plains GP Holding, L.P.
Comapany
June 8, 2022NamePlains GP Holding, L.P.
June 8,
Page 2 2022 Page 2
FirstName LastName
         quantitative information for each of the periods for which financial
statements are
         presented in your Form 10-K and for any future periods as part of your
response.
3.       To the extent material, discuss the indirect consequences of
climate-related regulation or
         business trends, such as increased competition to develop innovative
new services that
         result in lower emissions.
4.       We note your disclosure on page 31 of your Form 10-K regarding the
impact of the
         physical effects of climate change. If material, discuss the physical
effects of climate
         change on your operations and results in greater detail. This
disclosure may include the
         following:

                quantification of material weather-related damages to your
property or operations,
              including any damages as a result of hurricanes or tropical
storms in the U.S. Gulf
              Coast and/or extreme weather events such as Winter Storm Uri;
                potential for indirect weather-related impacts that have
affected or may affect your
              major customers or suppliers; and
                any weather-related impacts on the cost or availability of
insurance.

         Your response should include quantitative information for each of the
periods for which
         financial statements are presented in your Form 10-K and explain
whether changes are
         expected in future periods.
5.       We note your disclosures on pages 29-32 of your Form 10-K regarding
compliance with
         environmental laws and regulations, including those relating to
climate change. Please
         tell us about and quantify compliance costs related to climate change
for each of the
         periods covered by your Form 10-K and whether increased amounts are
expected to be
         incurred in future periods.
6.       We note you disclosure on page 29 of your Form 10-K that you have
purchased
         compliance instruments for GHG emissions in California since 2013 and
on page 33 of
         your Form 10-K that you are required to purchase GHG emission credits
and submit
         annual compliance reports under Nova Scotia   s and Quebec   s cap and
trade programs. If
         material, please expand your disclosure to discuss in greater detail
any purchase or sale of
         carbon credits or offsets and the effects on your business, financial
condition, and results
         of operations. Please ensure you provide quantitative information with
your response for
         each of the periods for which financial statements are presented in
your Form 10-K and
         for any future periods.
General

7.       We note that you provided more expansive disclosure in your 2020
Sustainability Report
         than you provided in your SEC filings. Please advise us what
consideration you gave to
         providing the same type of climate-related disclosure in your SEC
filings as you provided
         in your 2020 Sustainability Report.
 Willie Chiang
Plains GP Holding, L.P.
June 8, 2022
Page 3

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.



FirstName LastNameWillie Chiang                           Sincerely,
Comapany NamePlains GP Holding, L.P.
                                                          Division of
Corporation Finance
June 8, 2022 Page 3                                       Office of Energy &
Transportation
FirstName LastName