REGENCY ENERGY PARTNERS LP
1700 Pacific, Suite 2900
Dallas, Texas 75201
July 19, 2007
Via EDGAR and Facsimile
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549-7010
Attention: Jason Wynn
| Re: | | Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-141809) of Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the Partnership hereby requests that the effectiveness of its Registration Statement on Form S-3 (Registration No. 333-141809) be accelerated so that the Registration Statement will become effective on Monday, July 23, 2007 at 11:00 a.m., New York time, or as soon as thereafter practicable. The Partnership hereby acknowledges that:
| • | | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
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| • | | the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
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| • | | the Partnership may not assert comments of the staff of the Commission 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. |
Securities and Exchange Commission
July 19, 2007
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| Very truly yours,
REGENCY ENERGY PARTNERS LP | |
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| By: | Regency GP LP, its general partner | |
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| By: | Regency GP LLC, its general partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Executive Vice President | |
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| REGENCY ENERGY FINANCE CORP. | |
| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY WAHA LP, LLC REGENCY NGL GP, LLC REGENCY GAS MARKETING GP LLC REGENCY WAHA GP, LLC REGENCY INTRASTATE GAS, LLC REGENCY MIDCON GAS LLC REGENCY LIQUIDS PIPELINE LLC REGENCY GAS GATHERING AND PROCESSING LLC REGENCY FN GP LLC REGENCY FS GP LLC REGENCY GUARANTOR GP LLC REGENCY GU GP LLC REGENCY OPERATING GP LLC REGENCY PIPELINE COMPANY INC. REGENCY TGG LLC REGENCY TS GP LLC REGENCY TS ACQUISITION GP LLC PUEBLO HOLDINGS, INC. PUEBLO MIDSTREAM GAS CORPORATION PUEBLO ENERGY MARKETING INC. REGENCY OIL PIPELINE LLC | |
| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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Securities and Exchange Commission
July 19, 2007
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| REGENCY OLP GP LLC | |
| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Executive Vice President | |
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| REGENCY EASTEX NEWLINE LP REGENCY EASTEX PROTREAT I LP REGENCY EASTEX PROTREAT II LP | |
| By: | REGENCY OPERATING GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY FRIO NEWLINE LP | |
| By: | REGENCY FN GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY FS LP | |
| By: | REGENCY FS GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY GAS UTILITY LP | |
| By: | REGENCY GU GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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Securities and Exchange Commission
July 19, 2007
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| REGENCY GUARANTOR LP | |
| By: | REGENCY GUARANTOR GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY FIELD SERVICES LP | |
| By: | REGENCY TS GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY OPERATING LP | |
| By: | REGENCY OPERATING GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY TS ACQUISITION LP | |
| By: | REGENCY TS ACQUISITION GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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Securities and Exchange Commission
July 19, 2007
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| REGENCY GAS COMPANY LTD. | |
| By: | REGENCY PIPELINE COMPANY INC., its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY NGL MARKETING LP | |
| By: | REGENCY NGL GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY GAS MARKETING LP | |
| By: | REGENCY GAS MARKETING GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY GAS SERVICES LP | |
| By: | REGENCY OLP GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| REGENCY GAS SERVICES WAHA LP. | |
| By: | REGENCY WAHA GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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Securities and Exchange Commission
July 19, 2007
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| PALAFOX JOINT VENTURE | |
| By: | REGENCY GAS COMPANY LTD., its Venturer | |
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| | By: REGENCY PIPELINE COMPANY INC., its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| By: | REGENCY GAS SERVICES LP, its Venturer | |
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| | By: REGENCY OLP GP LLC, its General Partner | |
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| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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| GULF STATES TRANSMISSION CORPORATION | |
| By: | /s/ William E. Joor III | |
| | William E. Joor III | |
| | Vice President | |
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