UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2011

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (210) 918-2000

NOT APPLICABLE

(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:

Item 1.01 Entry into a Material Definitive Agreement.

On March 7, 2011, NuStar GP Holdings, LLC (“Holdings”) entered into that certain First Amendment to 364-Day Revolving Credit Agreement, dated as of March 7, 2011, among Holdings, The Lenders Party Thereto, and JPMorgan Chase Bank, N.A. (the “First Amendment”). The First Amendment amends that certain 364-Day Revolving Credit Agreement, dated as of July 15, 2010, among Holdings, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank, as Syndication Agent, and the Lenders Party Thereto (the “Credit Facility”).

Pursuant to the First Amendment, the unused proceeds from Gulf Opportunity Zone bond issuances (as provided in the Gulf Opportunity Zone Act of 2005) made for the benefit of Holdings’ wholly owned subsidiary NuStar Logistics, L.P. (“Logistics”) in an aggregate amount not to exceed $350,000,000 (together with the corresponding portion of any outstanding letters of credit providing credit support therefore under Logistics’ credit facility dated as of December 10, 2007) shall be excluded from the calculation of indebtedness for purposes of the consolidated debt coverage ratio covenant set forth in the Credit Facility, to the extent such proceeds are held in one or more qualifying project funds. The provisions of the Credit Facility, as modified by the First Amendment, remain in full force and effect. The above discussion of the First Amendment is qualified in its entirety by the text of the First Amendment, a copy of which is filed as Exhibit 10.01 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

EXHIBIT INDEX