November 19, 2024

Robert D. Bondurant
President and Chief Executive Officer
Martin Midstream Partners L.P.
4200 B Stone Road
Kilgore, TX 75662

       Re: Martin Midstream Partners L.P.
           Schedule 13E-3 filed October 25, 2024
           File No. 005-80397
           Preliminary Proxy Statement on Schedule 14A filed October 25, 2024
           File No. 000-50056
Dear Robert D. Bondurant:

       We have reviewed your filings 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 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.

Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed
October 25,
2024
Background of the Merger, page 28

1.     Refer to the following disclosure throughout this section indicating
that:
           in the fall of 2023, "Parent began considering a potential
transaction to acquire the
          Partnership, and in November 2023, Parent engaged [...] counsel in
connection
          with a potential transaction;"
           on January 3, 2024, the Chief Legal Officer and General Counsel of
Parent and
          the General Partner contacted the Chairman of the Conflicts Committee
"to
          discuss the possibility of the Proposed Transaction and to suggest
that the
          Conflicts Committee commence the process to interview and engage
independent
          financial and legal advisors with respect thereto;"
           in February and March 2024, representatives of Parent engaged in
discussions
 November 19, 2024
Page 2

           with financial advisors regarding the potential to provide financing
for the
           Proposed Transaction; and
             in April and May 2024, representatives of Parent continued
discussions with
           financial advisors regarding the Proposed Transaction.

       Please tell us why the Parent Group Support Entities, Mr. Martin, and
Senterfitt did
       not file an amendment to their respective Schedules 13D until May 24,
2024, the day
       Parent submitted a non-binding proposal to acquire all of the
outstanding Common
       Units.
Reasons for the GP Board's Recommendation, page 56

2.     The factors listed in Instruction 2 to Item 1014 of Regulation M-A and
paragraphs (c),
       (d) and (e) of Item 1014 are generally relevant to each filing person's
fairness
       determination and should be discussed in reasonable detail. See
paragraph (b) of Item
       1014 of Regulation M-A and Questions 20 and 21 of Exchange Act Release
No. 34-
       17719 (April 13, 1981). Please revise this section to include the
factors described in
       paragraphs (c) of Item 1014, as well as clauses (iv) and (vi) of
Instruction 2 to Item
       1014 or explain why such factors were not deemed material or relevant to
the GP
       Board   s fairness determination. If the procedural safeguards in Item
1014(c) were not
       considered, please explain why the GP Board believes the Rule 13e-3
transaction is
       fair in the absence of such safeguards.

       This comment also applies to the disclosure in the section captioned
Position of the
       Buyer Filing Parties as to the Fairness of the Merger    beginning on
page 75 with
       respect to paragraph (c) and clause (vi) of Instruction 2 to Item 1014.
Unaudited Financial Projections of the Partnership, page 59

3.     We note your reference on page 62 to the "summary of the financial
projections
       prepared by management of the General Partner on behalf of the
Partnership." Please
       include in this section the full set of financial projections.
Houlihan Lokey Opinion to the Conflicts Committee, page 63

4.     Disclosure on page 63 indicates that Houlihan Lokey   s opinion was
furnished for the
       use of the Conflicts Committee in connection with its evaluation of the
Merger    and
       may not be used for any other purpose without Houlihan Lokey   s prior
written
       consent.    Please disclose that Houlihan Lokey has consented to the use
of its
       materials in the filing.
Financial Analyses, page 66

5.     Refer to the following statement in the first paragraph of this section:
"[t]he summary
       of Houlihan Lokey   s analyses is not a complete description of the
analyses underlying
       Houlihan Lokey   s opinion." Please revise to remove the implication
that this summary
       presented in your filing is not complete. While you may include
appropriate
       disclaimers concerning the nature of a summary generally, summaries must
be
       complete in describing all material analyses or terms. You may direct
investors to read
       exhibits or annexes for a more complete discussion.
 November 19, 2024
Page 3

Miscellaneous, page 69

6.     Please revise this section to quantify any compensation received in the
past two years,
       or to be received, by Houlihan Lokey and its affiliates as a result of
its relationship
       with the Partnership, the Conflicts Committee, or their respective
affiliates. In this
       regard, we note your disclosure on page 30 that the "Conflicts Committee
selected
       Houlihan Lokey to act as its financial advisor on the basis of" Houlihan
Lokey's
       "familiarity with the Partnership and its business and experience with
the Conflicts
       Committee." Refer to Item 9 of Schedule 13E-3, Item 1015(b)(4) of
Regulation M-A,
       and Going Private Transactions, Exchange Act Rule 13e-3 and Schedule
13E-3
       Compliance and Disclosure Interpretation 217.01.
Where You Can Find More Information, page 134

7.     Please note that Schedule 14A does not permit general    forward
incorporation    of
       documents to be filed in the future. The proxy statement may only
incorporate by
       reference in the manner and to the extent specifically permitted by the
items of
       Schedule 14A. Otherwise, the proxy statement must be amended to
specifically list
       any such future filings. Please revise. See Note D of Schedule 14A.
General

8.     Please attach a preliminary form of proxy to the preliminary proxy
statement.
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

      Please direct any questions to Brian Soares at 202-551-3690 or Perry
Hindin at 202-
551-3444.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions