SCHEDULE 13D

(Rule 13d-101)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934

Buckeye Partners, L.P.

(Name of Issuer)

LP Units representing limited partner interests, no par value

(Title of Class of Securities)

118230101

(CUSIP Number)

John A. Tisdale
BGH GP Holdings, LLC
c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117
Telephone: (617) 531-6316

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 19, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE

CUSIP No. 118230101 

1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (Entities Only) BGH GP Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			12,347,184
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			12,347,184
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,347,184
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	17.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (Limited Liability Company)

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CUSIP No. 118230101 

     This Schedule 13D of BGH GP Holdings, LLC (the “Reporting Person”) relates to LP units representing limited partnership interests (“LP Units”) of Buckeye Partners, L.P., a Delaware limited partnership (the “Issuer”).

Item 1. Security and Issuer

     The title and class of equity securities to which this statement relates are LP Units representing limited partnership interests, no par value. The address of the principal executive offices of the Issuer is One Greenway Plaza, Suite 600, Houston, TX 77046.

Item 2. Identity and Background

     This schedule is being filed by:

BGH GP Holdings, LLC, a Delaware limited liability company
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, Massachusetts 02117

     The Reporting Person was formed to acquire and own the general partner of Buckeye GP Holdings L.P., the owner of the general partner of the Issuer.

     Certain information required by this Item 2 concerning the executive officers and directors of the Reporting Person is set forth on Schedule A, attached hereto, which is incorporated into this Item 2 by reference.

     Neither the Reporting Person nor, to the best of the Reporting Person’s knowledge, any of the persons listed on Schedule A hereto has, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     Item 4 of this Schedule 13D is incorporated herein by reference.

Item 4. Purpose of Transaction

Merger Agreement

     On November 19, 2010, the Issuer, Buckeye GP Holdings L.P., a Delaware limited partnership (“Holdings”), Grand Ohio, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer (“MergerCo”), Buckeye GP LLC, a Delaware limited liability company, and MainLine Management LLC, a Delaware limited liability company (“Holdings GP”), consummated a First Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) which was previously amended on October 29, 2010 (the “First Amendment”), whereby MergerCo merged with and into Holdings (the “Merger”), with Holdings surviving the Merger as a subsidiary of the Issuer, upon the terms and subject to the conditions set forth in the Merger Agreement. Holders of the common units and management units of Holdings received 0.705 LP Units in exchange for each common unit and management unit.

     A copy of the Merger Agreement is incorporated herein by reference as Exhibit 1 hereto and the description of the Merger Agreement contained herein is qualified in its entirety by reference to Exhibit 1. A copy of the First Amendment is incorporated herein by reference as Exhibit 2 hereto and the description of the First Amendment contained herein is qualified in its entirety by reference to Exhibit 2.

Support Agreement

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CUSIP No. 118230101 

     On June 10, 2010, the Issuer and the Reporting Person, ArcLight Energy Partners Fund III, L.P., ArcLight Energy Partners Fund IV, L.P., Kelso Investment Associates VII, L.P. and KEP VI, LLC (collectively, the “Unitholders” and, individually, a “Unitholder”) entered into a Support Agreement (the “Support Agreement”). Under the Support Agreement, the Unitholders irrevocably and unconditionally agreed, at any meeting relating to the Merger or a competing acquisition proposal, to:

• appear at each meeting or otherwise cause its common units and management units of Holdings to be counted as present for quorum purposes; and

• vote (or cause to be voted), in person or by proxy, or deliver a written consent covering all of the common units and management units of Holdings (i) in favor of the approval and adoption of the Merger Agreement, approval of the Merger and any other related action; (ii) against any action that would result in a breach of the obligations or representations and warranties of Holdings or Holdings GP under the Merger Agreement; (iii) against any other acquisition proposal; and (iv) against any action designed to delay or interfere with the Merger or the other transactions contemplated by the Merger Agreement.

     In addition, each Unitholder irrevocably appointed as its proxy and attorney-in-fact, as the case may be, Keith St.Clair and William Schmidt, in their respective capacities as officers of the Issuer and its general partner, and any individual who shall succeed to any such person, as the case may be, and any other person designated in writing by the Issuer or the general partner of the Issuer, to vote or execute written consents as described above. The Support Agreement remained in effect until the effective time of the Merger. A copy of the Support Agreement is incorporated herein by reference as Exhibit 3 hereto and the description of the Support Agreement contained herein is qualified in its entirety by reference to Exhibit 3.

Registration Rights Agreement

     Also on June 10, 2010, the Issuer and the Unitholders entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Issuer is obligated to file a registration statement covering the potential sale of LP Units issued to the Unitholders in the Merger. In addition, the Registration Rights Agreement gives the Unitholders piggyback registration rights under certain circumstances. The Registration Rights Agreement also includes provisions dealing with indemnification and contribution and allocation of expenses. A copy of the Registration Rights Agreement is incorporated herein by reference as Exhibit 4 hereto and the description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to Exhibit 4.

     Except as described herein, the Reporting Person has not formulated any plans, proposals or otherwise that relate to or would otherwise result in any matter required to be disclosed pursuant to paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person, however, will take such actions with respect to the Reporting Person’s investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserves the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.

Item 5. Interest in Securities of the Issuer

     (a) - (b) The Reporting Person is the beneficial owner of 12,347,184 LP Units (representing approximately 17.3% of the LP Units outstanding as of November 22, 2010). To the knowledge of the Reporting Person, except as disclosed in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2009, and except for 25,373 phantom units of the Issuer held by Forrest E. Wylie issued pursuant to the Issuer’s 2009 Long-Term Incentive Plan or the Issuer’s Unit Deferral and Incentive Plan, as applicable, no LP Units are beneficially owned by any of the persons listed on Schedule A.

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CUSIP No. 118230101 

     (c) With the exception of the Merger (described in Item 4 above), no transactions in LP Units were effected by the Reporting Person, or to its knowledge, by any of the persons listed on Schedule A, during the past 60 days.

     (d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of distributions from, or the power to direct the receipt of proceeds of the sale of, the LP Units owned by the Reporting Person.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     The information set forth under Items 4 and 5 and the agreements set forth as Exhibit 1, 2, 3 and 4 attached hereto are incorporated in this Item 6 by reference. As described in Item 4, a wholly owned subsidiary of the Issuer merged with and into Holdings, with Holdings continuing as the surviving entity and a subsidiary of the Issuer. Other than the Merger Agreement, the First Amendment, the Registration Rights Agreement and the Support Agreement described in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person or, to the knowledge of the Reporting Person, any person listed on Schedule A, on the one hand, and any other person, on the other hand, with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies on the other hand.

Item 7. Material to be Filed as Exhibits

Exhibit 1	First Amended and Restated Agreement and Plan of Merger, dated August 18, 2010, by and among Buckeye Partners, L.P., Buckeye GP LLC, Buckeye GP Holdings L.P., MainLine Management LLC and Grand Ohio, LLC (incorporated by reference to Annex A to the Issuer’s Registration Statement on Form S-4/A filed on August 19, 2010).
Exhibit 2	First Amendment to First Amended and Restated Agreement and Plan of Merger, dated October 29, 2010, by and among Buckeye Partners, L.P., Buckeye GP LLC, Buckeye GP Holdings L.P., MainLine Management LLC and Grand Ohio, LLC (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2010).
Exhibit 3	Support Agreement, by and among Buckeye Partners, L.P., BGH GP Holdings, LLC, ArcLight Energy Partners Fund III, L.P., ArcLight Energy Partners Fund IV, L.P., Kelso Investment Associates VII, L.P. and KEP VI, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2010).
Exhibit 4	Registration Rights Agreement, by and among Buckeye Partners, L.P., BGH GP Holdings, LLC, ArcLight Energy Partners Fund III, L.P., ArcLight Energy Partners Fund IV, L.P., Kelso Investment Associates VII, L.P. and KEP VI, LLC (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2010).

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CUSIP No. 118230101 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

     Dated: November 23, 2010.

BGH GP HOLDINGS, LLC
By:	/s/ John A. Tisdale
	John A. Tisdale
	Attorney-in-Fact

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CUSIP No. 118230101 

Schedule A

Board of Directors and Executive Officers of BGH GP Holdings, LLC

Daniel R. Revers
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117
Principal Occupation: Director; Managing Partner, ArcLight Capital Partners, LLC
Citizenship: USA

Robb E. Turner
c/o ArcLight Capital Partners, LLC
152 West 57th Street, 53rd Floor
New York, NY 10019
Principal Occupation: Director; Senior Partner, ArcLight Capital Partners, LLC
Citizenship: USA

Frank J. Loverro
c/o Kelso & Company
320 Park Avenue
New York, NY 10022
Principal Occupation: Director; Managing Director, Kelso & Company
Citizenship: USA

Christopher L. Collins
c/o Kelso & Company
320 Park Avenue
New York, NY 10022
Principal Occupation: Director; Managing Director, Kelso & Company
Citizenship: USA

Forrest E. Wylie
c/o MainLine Management LLC
Five TEK Park, 9999 Hamilton Blvd.
Breinigsville, PA 18031
Principal Occupation: Director and Officer; Chief Executive Officer, MainLine Management LLC
Citizenship: USA

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