FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MARTIN RESOURCE MANAGEMENT CORP   2. Issuer Name and Ticker or Trading Symbol MARTIN MIDSTREAM PARTNERS LP [MMLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4200 STONE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 10/02/2006 (Street) KILGORE, TX 75662 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Units 10/02/2006   P   1,400 A $ 33.12 1,400 D   Common Units 10/03/2006   P   800 A $ 32.94 2,200 D   Common Units 10/04/2006   P   3,500 A $ 32.64 5,700 D   Common Units 10/05/2006   P   213 A $ 32.7 5,913 D   Common Units 11/14/2006   C/K   850,672 A $ 0 2,162,315 I See Footnote (1) (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated Units

$ 0

11/14/2006

C/K

850,672

11/14/2006

(2)

Common Units

850,672

$ 0

2,552,018

I

See Footnote (1) (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARTIN RESOURCE MANAGEMENT CORP 4200 STONE ROAD KILGORE, TX 75662		X

Signatures

Martin Resource Management Corporation, /s/ Robert D. Bondurant, Chief Financial Officer		11/15/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Martin Resource Management Corporation is the sole member of Martin Product Sales LLC, Martin Fuel Service LLC and Martin Resource LLC, all of which held subordinated units which converted into common units on November 14, 2006 in accordance with the Issuer's First Amended and Restated Agreement of Limited Partnership. Martin Product Sales LLC's 308,759 subordinated units converted into common units on a one-for-one basis. Martin Fuel Service LLC's 124,129 subordinated units converted into common units on a one-for-one basis. Martin Resource LLC's 417,784 subordinated units converted into common units on a one-for-one basis.
(2)	The subordinated units do not have an expiration date.

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