WINSTON & STRAWN LLP
35 W. Wacker Drive
Chicago, Illinois 60601
January 26, 2006
VIA EDGAR AND FACSIMILE (202) 772-9204
H. Christopher Owings
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Energy Transfer Partners, L.P. |
| Amendment No. 1 to Registration Statement on Form S-4 |
| Filed January 9, 2006 |
| File No. 333-129920 |
Dear Mr. Owings:
On behalf of our client, Energy Transfer Partners, L.P. (the “Partnership”), we are responding to the comments of the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated January 12, 2006 with respect to the Partnership’s Registration Statement on Form S-4, originally filed with the Commission on November 23, 2005, as amended by Amendment No. 1 thereto as filed with the Commission on January 9, 2006 (the “Registration Statement”) referred to above. We are concurrently filing Amendment No. 2 to the Registration Statement, which has been prepared in response to the Staff’s comments (“Amendment No. 2”).
Set forth below are the Partnership’s responses to the Staff’s comments. For convenience of reference, we have duplicated the text of each of the Staff’s comments in italicized type below. The Partnership has authorized us to make the factual representations contained in this letter.
Amendment No. 1 to Form S-4
Comment No. 1
Please update to also incorporate by reference your Form 10-Q for the fiscal quarter ended November 30, 2005 and revise your other disclosures to include the interim period ended November 30, 2005. Refer to Rules 3-12 and 11-02(c)(2)(i) of Regulation S-X.
Mr. H. Christopher Owings
January 26, 2006
Page 2
Response
The Partnership has incorporated by reference its Form 10-Q for the fiscal quarter ended November 30, 2005 and has revised its other disclosures to include the interim period then ended.
Comment No. 2
Please file your response letter on EDGAR.
Response
A copy of this response letter has been filed on EDGAR simultaneously with the Partnership’s filing on EDGAR of Amendment No. 2.
Exhibit 99.1
Comment No. 3
Please delete the language in the letter of transmittal requiring the note holder to acknowledge or certify that he/she has “read” “reviewed” or “understands” all of the terms of the exchange offer.
Response
The Partnership has deleted the language in the letter of transmittal requiring the note holder to acknowledge or certify that he/she has “read” “reviewed” or “understands” all of the terms of the exchange offer.
Best regards,
/s/ Robert W. Ericson
| cc: | Anthony Watson |
George Ohsiek
Pradip Bhaumik
Ellie Quarles
Michael Krimbill
Robert Burk