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) 11/25/2011 (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 11/25/2011   C   889,444 (1) A (1) 6,593,267 (2) I See Footnote (2)

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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 Class B Units

(1)

11/25/2011

C

889,444

11/25/2011

(1)

Common Units

889,444

(1)

0

I

See Footnote (2)

Reporting Owners

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

Signatures

/s/ Ruben S. Martin, Chief Executive Officer		11/29/2011
**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)	Represents the conversion of 889,444 Subordinated Class B Units of Martin Midstream Partners LP, which were held by Cross Oil Refining & Marketing, Inc. ("Cross") and converted into Common Units on a one-to-one basis upon the exercise date as set forth in the Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners LP. The Subordinated Class B Units had no expiration date.
(2)	Martin Resource Management Corporation is the sole member of Martin Resource LLC ("Resource") and Cross and may be deemed to be the beneficial owner of common units held by such entities. As of November 25, 2011, Cross owns 889,444 Common Units and Resource owns 5,703,823 Common Units.
Remarks: Cross Oil Refining & Marketing, Inc. is a wholly owned subsidiary of Martin Resource Management Corporation which directly or indirectly owns 6,593,267 Common Units in the issuer and owns our general partner.

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