Duncan Energy Partners 8-K Departure of Directors or Certain Officers

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 1, 2010

DUNCAN ENERGY PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-33266	20-5639997
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1100 Louisiana, 10th Floor

Houston, Texas 77002

(Address of Principal Executive Offices, including Zip Code)

(713) 381-6500

(Registrant’s Telephone Number, including Area Code)

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 (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(f)  Specific bonus information for 2009 (paid on February 26, 2010) was not calculable as of the filing date of the Information Statement on Schedule 14C for Duncan Energy Partners L.P. (the “Partnership”).  This information has been determined as disclosed in the Summary Compensation Table below.

The following table presents total compensation amounts paid, accrued or otherwise expensed by the Partnership with respect to the years ended December 31, 2009, 2008 and 2007 for the Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers of DEP Holdings, LLC, the general partner of the Partnership (the “General Partner”), as of December 31, 2009.  Collectively, these five individuals were the General Partner’s “named executive officers” for 2009.

		Cash		Cash		Unit		Option		All Other
Name and		Salary		Bonus		Awards		Awards		Comp.		Total
Principal Position	Year	($)		($) (1)		($) (2)		($) (3)		($) (4)		($)
Richard H. Bachmann	2009	$	129,000	$	190,000	$	550,867	$	133,080	$	47,295	$	1,050,242
(President and Chief Executive Officer)	2008		159,688		106,250		972,925		35,700		59,055		1,333,618
	2007		71,508		43,338		284,979		18,733		22,077		440,635
W. Randall Fowler	2009		55,781		95,625		262,684		65,416		21,660		501,166
(Executive Vice President and	2008		63,594		43,750		459,152		17,850		20,882		605,228
Chief Financial Officer)	2007		22,675		13,800		112,337		6,295		5,684		160,791
A. J. Teague (5)	2009		162,500		237,500		611,396		166,350		58,437		1,236,183
(Executive Vice President and
Chief Commercial Officer)
William Ordemann (6)	2009		63,232		49,600		262,919		90,552		35,275		501,578
(Executive Vice President)	2008		15,656		10,600		71,192		5,712		6,314		109,474
Michael J. Knesek	2009		50,700		27,625		158,996		54,064		17,099		308,484
(Senior Vice President, Controller	2008		61,800		26,000		185,478		14,280		21,200		308,758
and Principal Accounting Officer)	2007		22,089		9,000		69,381		6,030		5,814		112,314
(1)  Amounts represent discretionary annual cash awards accrued with respect to the years presented. Cash awards are paid in February of the following year (e.g., the cash awards for 2009 were paid in February 2010). (2)  Amounts represent the aggregate grant date fair value of restricted unit and Employee Partnership profits interests awards granted during each year presented. For information about assumptions made in the valuation of these awards, see Note 5 of the Notes to Consolidated Financial Statements included under Item 8 of the Partnership’s annual report for the year ended December 31, 2009, which information is incorporated by reference herein. Such annual report was filed with the U.S. Securities and Exchange Commission on March 1, 2010. (3)  Amounts represent the aggregate grant date fair value of unit option awards granted during each year presented. For information about assumptions made in the valuation of these awards, see Note 5 of the Notes to Consolidated Financial Statements included under Item 8 of the Partnership’s annual report for the year ended December 31, 2009, which information is incorporated by reference herein. (4)  Amounts primarily represent (i) matching contributions under funded, qualified, defined contribution retirement plans, (ii) quarterly distributions paid on incentive plan awards and (iii) the imputed value of life insurance premiums paid on behalf of the officer. (5)  Mr. Teague was elected our Chief Commercial Officer in July 2008. Mr. Teague devoted a minimal amount of his time to our business activities during 2008 and instead indirectly supervised the activities of other personnel who were more directly involved in our affairs. (6)  Mr. Ordemann devoted a minimal amount of his time to our business activities during 2007 and instead indirectly supervised the activities of other personnel who were more directly involved in our affairs. As a result, Mr. Ordemann allocated a nominal amount of his compensation to us in 2007.

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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.

 DUNCAN ENERGY PARTNERS L.P.

 By:        DEP Holdings, LLC,

                   its General Partner

Date: March 1, 2010	By:  /s/   Michael J. Knesek
	Name:   Michael J. Knesek
	Title:     Senior Vice President, Controller and Principal
	Accounting Officer of DEP Holdings, LLC

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