CORRESP 1 filename1.htm Document



July 12, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention:
Loan Lauren P. Nguyen
 
Legal Branch Chief
 
Office of Natural Resources
 
Re:
MPLX LP 
 
 
Registration Statement on Form S-3 (Registration No. 333-211397)
Ladies and Gentlemen:
On behalf of MPLX LP (the “Partnership”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, that the Registration Statement on Form S-3 (File No. 333-211397) (the “Registration Statement”) of the Partnership be declared effective at 10:00 a.m. Eastern Time on Friday, July 15, 2016, or as soon thereafter as practicable. The Partnership respectfully requests that you notify Kimberly J. Pustulka of such effectiveness by a telephone call to (216) 586-7002.
In connection with such request, the undersigned, on behalf of the Partnership, hereby acknowledges the following:
•
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
•
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
•
the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.





Please contact Kimberly J. Pustulka of Jones Day at (216) 586-7002 if you have any questions concerning this matter. Thank you for your continued attention to this matter.
 
Very truly yours,
 
 
 
 
MPLX LP 
 
 
 
 
By:
MPLX GP LLC, its General Partner
 
 
 
 
By:
/s/ Molly R. Benson
 
 
Name: Molly R. Benson
 
 
Title: Vice President and Corporate Secretary
 
 
 


cc:
C. Corwin Bromley
 
Kimberly J. Pustulka