Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2010




(Exact name of registrant as specified in its charter)




DELAWARE   1-16335   73-1599053

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

One Williams Center

Tulsa, Oklahoma 74172

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (918) 574-7000


(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.

Magellan Midstream Partners, L.P. (the “Partnership”) wishes to disclose its press release dated February 3, 2010, furnished herewith as Exhibit 99.1, which is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


Exhibit 99.1   The Partnership’s press release dated February 3, 2010.

In accordance with General Instruction B.2. of Form 8-K and the Securities and Exchange Commission Release No. 33-8176, the above information being furnished under Items 2.02 and Item 9.01 related thereto, of Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.


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.


  Magellan Midstream Partners, L.P.
  By:   Magellan GP, LLC,
    its General Partner
Date: February 3, 2010   By:  

/S/    SUZANNE H. COSTIN        

  Name:   Suzanne H. Costin
  Title:   Corporate Secretary



99.1    Copy of the Partnership’s press release dated February 3, 2010.