ENERGY TRANSFER PARTNERS, L.P.
3738 Oak Lawn Avenue
Dallas, Texas 75219
July 28, 2014
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Attn: | Mara L. Ransom, Assistant Director | |
| Division of Corporation Finance |
| Re: | Energy Transfer Partners, L.P. | |
| Registration Statement on Form S-4 (as amended) | ||
| File No. 333- 196498 |
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Energy Transfer Partners, L.P. (“ETP”) respectfully requests acceleration of the effective date of the above-captioned Registration Statement to 3:00 p.m., Washington, D.C. time, on July 30, 2014, or as soon as practicable thereafter.
ETP hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve ETP from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | ETP may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| ENERGY TRANSFER PARTNERS, L.P. | ||
| By: | /s/ Thomas P. Mason | |
| Thomas P. Mason | ||
| Senior Vice President, General Counsel | ||
| and Secretary | ||
| cc: | E.V. Bonner, Jr., Susser Holdings Corporation | |
| W. Matthew Strock, Vinson & Elkins L.L.P. | ||
| Lande A. Spottswood, Vinson & Elkins L.L.P. | ||
| Jay Tabor, Gibson, Dunn & Crutcher LLP |
