8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2007

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-32940	85-0470977
State or other jurisdiction	(Commission File Number)	(IRS Employer
Of incorporation		Identification No.)

2330 North Loop 1604 West
San Antonio, Texas	78248
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (210) 918-2000

_______________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results Of Operations And Financial Condition.

On November 7, 2007, NuStar GP Holdings, LLC, a Delaware limited liability company, issued a press release announcing financial results for the quarter ended September 30, 2007. A copy of the press release announcing the financial results is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in this report, including the press release, will not be incorporated by reference into any registration statement filed by NuStar GP Holdings, LLC under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

NON-GAAP FINANCIAL MEASURES

The press release announcing the earnings discloses certain financial measures, EBITDA, distributable cash flow, and distributable cash flow per unit, that are non-GAAP financial measures as defined under SEC rules. The press release furnishes a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are widely accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the company’s assets and the cash that the business is generating. Neither EBITDA, distributable cash flow, nor distributable cash flow per unit are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.

Item7.01 RegulationFD Disclosure.

NuStar GP Holdings, LLC has prepared a slide presentation for use in connection with today’s earnings call. The slides are available on NuStar GP Holdings, LLC’s website at www.nustargpholdings.com under “Management Presentations.”

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release dated November 7, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NuStar GP Holdings, LLC
Date: November 7, 2007	By:	/s/ Bradley C. Barron
	Name:	Bradley C. Barron
	Title:	Secretary

EXHIBIT INDEX

Number Exhibit

99.1 Press Release dated November 7, 2007.

EX-99.1

Exhibit 99.1

NuStar GP Holdings, LLC Reports Higher Third Quarter 2007 Earnings

SAN ANTONIO, November 7, 2007 – NuStar GP Holdings, LLC (NYSE:NSH) today announced earnings of $14.1 million, or $0.33 per unit, for the third quarter of 2007 compared to $9.7 million, or $0.23 per unit, for the third quarter of 2006. Distributable cash flow available to unitholders for the third quarter of 2007 was $15.1 million, or $0.35 per unit, compared to $13.5 million, or $0.32 per unit, for the third quarter of 2006.

NuStar GP Holdings, LLC previously announced that its board of directors had declared an increase to the quarterly distribution rate to $0.36 per unit, or $1.44 per unit on an annual basis, which will be paid on November 16, 2007, to holders of record as of November 8, 2007. This quarterly distribution represents an increase of $0.04 per unit, or 12.5 percent, over the $0.32 prorated distribution for the third quarter of 2006.

NuStar Energy L.P. announced this morning a proposed acquisition of CITGO Asphalt Refining Company’s asphalt operations and assets for $450 million plus working capital estimated to be $100 million at closing.

A conference call with management is scheduled for 11:00 a.m. ET (10:00 a.m. CT) today, November 7, 2007, to discuss the proposed acquisition of CITGO Asphalt Refining Company and respond to questions regarding the financial and operational results for the third quarter of 2007. Investors interested in listening to the presentation may call 800/622-7620, passcode 20992515. International callers may access the presentation by dialing 706/645-0327, passcode 20992515. The company intends to have a playback available following the presentation, which may be accessed by calling 800/642-1687, passcode 20992515. A live broadcast of the conference call will also be available on the partnership’s Web site at www.nustargp.com. In addition, further information about the transaction is provided in a management presentation posted to the NuStar Energy L.P. and NuStar GP Holdings, LLC Web sites at www.nustarenergy.com and www.nustargp.com in the Investors portion of the Web sites.

NuStar GP Holdings, LLC is a publicly traded limited liability company that owns the two percent general partner interest, a 21.4 percent limited partner interest and the incentive distribution rights in NuStar Energy L.P., one of the largest independent terminal and petroleum liquids pipeline operators in the nation with operations in the United States, the Netherlands Antilles, Canada, Mexico, the Netherlands and the United Kingdom. For more information, visit NuStar GP Holdings, LLC’s Web site at www.nustargp.com.

-More-

NuStar Energy L.P. is a publicly traded, limited partnership based in San Antonio, with 9,113 miles of pipeline, 85 terminal facilities and four crude oil storage tank facilities. The second largest independent liquids terminal operator in the world, NuStar has operations in the United States, the Netherlands Antilles, Canada, Mexico, the Netherlands and the United Kingdom. The partnership’s combined system has over 81 million barrels of storage capacity, and includes crude oil and refined product pipelines, refined product terminals, a petroleum and specialty liquids storage and terminaling business, as well as crude oil storage facilities. For more information, visit NuStar Energy L.P.’s Web site at www.nustarenergy.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995 regarding future events and the future financial performance of NuStar GP Holdings, LLC. All forward-looking statements are based on the company’s beliefs as well as assumptions made by and information currently available to the company. These statements reflect the company’s current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in NuStar GP Holdings, LLC’s filings with the Securities and Exchange Commission.

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NuStar GP Holdings, LLC

Consolidated Financial Information

September 30, 2007 and 2006

(unaudited, thousands of dollars, except unit data and per unit data)

	Three Months Ended						Nine Months Ended
	September 30,							September 30,
	2007				2006			2007			2006
Statement of Income Data:
Equity in earnings of NuStar Energy L.P.	$	15,033		$	11,637		$	36,541		$	32,141
General and administrative expenses		(665	)		(877	)		(2,208	)		(903	)
Other expense, net		—			(286	)		(2	)		(249	)
Interest expense, net - affiliated		—			(901	)		—			(10,315	)
Interest income (expense), net		29			(6	)		43			(6	)
Income before income tax (expense) benefit		14,397			9,567			34,374			20,668
Income tax (expense) benefit		(313	)		130			(271	)		(273	)
Net income	$	14,084		$	9,697		$	34,103		$	20,395
Basic and diluted net income per unit	$	0.33		$	0.23		$	0.80		$	0.48
Equity in Earnings of NuStar Energy L.P.:
General partner interest (2%)	$	927		$	753		$	2,176		$	2,033
General partner incentive distribution		4,915			3,909			13,238			10,869
Direct charges to NuStar GP Holdings, LLC (Note 1)		—			(352	)		—			(352	)
General partner's interest in earnings of NuStar Energy L.P.		5,842			4,310			15,414			12,550
Limited partner interest in earnings of NuStar Energy L.P.		9,912			8,048			23,290			21,754
Amortization of step-up in basis related to NuStar Energy L.P.'s
assets and liabilities		(721	)		(721	)		(2,163	)		(2,163	)
Equity in earnings of NuStar Energy L.P.	$	15,033		$	11,637		$	36,541		$	32,141
Distributable Cash (Note 2):
Cash distributions from NuStar Energy L.P. associated with:
General partner interest (2%)	$	1,041		$	955		$	2,992		$	2,787
Incentive distribution rights		4,915			3,909			13,238			10,869
Limited partner interest-common units		10,083			9,350			29,156			27,447
Total cash distributions from NuStar Energy L.P.		16,039			14,214			45,386			41,103
Deduct expenses of NuStar GP Holdings, LLC:
General and administrative expenses		(665	)		(877	)		(2,208	)		(903	)
Income tax (expense) benefit		(313	)		130			(271	)		(273	)
Interest income (expense), net		29			(6	)		43			(6	)
Distributable cash	$	15,090		$	13,461		$	42,950		$	39,921
Units outstanding		42,500,420			42,500,000			42,500,141			42,500,000
Distributable cash flow per unit	$	0.35		$	0.32		$	1.01		$	0.94
Cash distributions to be paid to the unitholders of
NuStar GP Holdings, LLC (Note 3):
Distribution per unit	$	0.36		$	0.26		$	1.02		$	0.26
Distributions applicable to public unitholders	$	15,300		$	4,440		$	43,350		$	4,440
Distributions applicable to Valero Energy (Note 3)		—			6,499			—			6,499
Total distributions	$	15,300		$	10,939		$	43,350		$	10,939

NuStar GP Holdings, LLC

Consolidated Financial Information

September 30, 2007 and 2006

(unaudited, thousands of dollars)

Notes:     

1. We reimbursed NuStar Energy L.P. for these costs, and we were in turn reimbursed by Valero Energy. Generally accepted accounting principles require us to record this as an increase in our investment of NuStar Energy L.P. and for NuStar Energy L.P. to record the full expense and reimbursement as a capital contribution. NuStar Energy L.P. allocated 100% of these costs to us because we paid the amounts in full.

2. NuStar GP Holdings, LLC utilizes distributable cash as a financial measure which is not defined in United States generally accepted accounting principles. Management uses this financial measure because it is a widely accepted financial indicator used by investors to compare general partner performance. In addition, management believes that this measure provides investors an enhanced perspective of the ability to make a quarterly distribution. Distributable cash is not intended to represent cash flows for the period, nor is it presented as an alternative to net income. It should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with United States generally accepted accounting principles.

The following is a reconciliation of net income to distributable cash to net cash provided by operating activities:                    

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007				2006			2007			2006
Net Income	$	14,084		$	9,697		$	34,103		$	20,395
Adjustments to derive Distributable Cash:
Equity in earnings of NuStar Energy L.P.		(15,033	)		(11,637	)		(36,541	)		(32,141	)
Quarterly distribution from NuStar Energy L.P.		16,039			14,214			45,386			41,103
Other expense, net		—			286			2			249
Interest expense, net - affiliated (a)		—			901			—			10,315
Distributable cash		15,090			13,461			42,950			39,921
Adjustments to Distributable Cash to derive Net Cash Provided by
Operating Activities:
Quarterly distribution from NuStar Energy L.P.		(16,039	)		(14,214	)		(45,386	)		(41,103	)
Cash distribution of equity earnings received from NuStar Energy L.P.		15,033			11,637			36,541			32,141
Interest expense, net - affiliated (a)		—			(901	)		—			(10,315	)
Net effect of changes in operating accounts		(1,276	)		221			1,284			689
Net cash provided by operating activities	$	12,808		$	10,204		$	35,389		$	21,333

(a)  In connection with our initial public offering, Valero Energy made a capital contribution to us in the form of its note receivable from us  including affiliated interest expense. Therefore, affiliated interest expense is excluded from the calculation of distributable cash.

3. For periods prior to our initial public offering on July 19, 2006, Valero Energy received 100% of our distributions. NuStar GP Holdings, LLC did not declare cash distributions on a per unit basis prior to the third quarter of 2006. The quarterly distribution for the period between the closing of the offering on July 19, 2006 and September 30, 2006 based on $0.32 per unit is prorated.