X0201 42003-12-01 0001126975 MAGELLAN MIDSTREAM PARTNERS LP MMP 0001246263 MAGELLAN MIDSTREAM HOLDINGS LP One Williams CenterTulsaOK741721010 0001246261 MAGELLAN MIDSTREAM MANAGEMENT LLC OK1010 0001122443 MADISON DEARBORN CAPITAL PARTNERS IV LP 1010 0001181100 MADISON DEARBORN PARTNERS LLC 1010 0001247497 RIVERSTONE HOLDINGS LLC 1010 0001247527 CARLYLE RIVERSTONE ENERGY PARTNERS II LP 1010 0001247529 C R ENERGY GP II LLC 1010 0001247532 CARLYLE RIVERSTONE MLP HOLDINGS LP 1010 0001249306 MADISON DEARBORN PARTNERS IV LP THREE FIRST NATIONAL PLAZA STE 3800 CHICAGO IL 60602 1010Common Units representing limited partner interests2003-12-014M07830924A8910618DClass B Common Units representing limited partner interests2003-12-014M07830924DCommon Units representing limited partner interests78309240DThe transaction described herein is also exempt under Rule 16b-6(b) as the conversion of a derivative security, thus Transaction Code C is also applicable.Magellan Midstream Holdings, L.P. converted 7,830,924 shares of Class B Common Units into an equal number of Common Units on December 1, 2003.These securities are owned by Magellan Midstream Holdings, L.P. (formerly WEG Acquisitions, L.P.), which is a member of a "group" for purposes of Section 13(d) of the Exchange Act including Magellan Midstream Management, LLC (formerly WEG Acquisition Mangement, LLC), Carlyle/Riverstone MLP Holdings, L.P., Carlyle/Riverstone Energy Partners II, L.P., C/R Energy GP II, LLC, Riverstone Holdings LLC, Madison Dearborn Capital Partners IV, L.P., Madison Dearborn Partners IV, L.P., Madison Dearborn Partners, L.L.C., and other entities not jointly filing on this Form 4. Magellan Midstream Holdings, L.P. directly owns all securities reported on this Form 4, and all the other joint filers' ownership form is indirect, through one or more subsidiaries. The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Magellan Midstream Holdings, L.P. is set forth on Exhibit 99 to this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.1-for-1NoneNot ApplicableImmediatelyJohn D. Chandler, Chief Financial Officer of Magellan Midstream Management, LLC, general partner of Magellan Midstream Holdings, L.P.2003-12-03