SECOND AMENDMENT TO AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGELLAN GP, LLC

Exhibit 3.1

SECOND AMENDMENT TO

AMENDED & RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

MAGELLAN GP, LLC

This Second Amendment (this “Amendment”) dated as of May 21, 2004, to the Amended & Restated Limited Liability Company Agreement (the “Agreement”) of Magellan GP, LLC (the “Company”), a Delaware limited liability company, dated as of December 1, 2003, as amended, is adopted, executed and agreed to by Magellan Midstream Holdings, L.P., a Delaware limited partnership, as the sole member (“Member”) of the Company, pursuant to authority granted in Section 13.05 of the Agreement. Capitalized terms used but not defined herein are used as defined in the Agreement.

WHEREAS, Section 13.05 of the Agreement provides that the Agreement may only be amended by a written instrument executed by the Member (except in the case of amendments to certain provisions contained in Article VII that must be approved by the Board and are otherwise subject to the restrictions on amendment contained in such Article);

WHEREAS, the Board of Directors of the Company and the Conflicts Committee of the Board of Directors of the Company each approved the form of this Amendment by unanimous written consent dated May 19, 2004;

WHEREAS, the Member deems it to be in the best interest of the Company to amend the term “Xxxxxxxx Group” throughout the Agreement.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. In Section 1.01, the term “Xxxxxxxx Group” shall be amended and restated in its entirety to read as follows:

“Magellan Group” means Magellan Midstream Holdings, L.P., a Delaware limited partnership, and its Subsidiaries and Affiliates (other than the Company and the Partnership and its Subsidiaries).

2. In Section 2.08 and Section 7.10, the term “Xxxxxxxx Group” shall be replaced with the term “Magellan Group.”

3. Except as hereby amended, the Agreement shall remain in full force and effect.

4. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

5. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

Magellan Midstream Holdings, L.P., Member
By: Magellan Midstream Management, LLC, its general partner
By:		/s/ Xxx X. Xxxxxxxxxx
Name:		Xxx X. Xxxxxxxxxx
Title:		Chief Executive Officer & President

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