SEC – ‘UPLOAD’ from 2/2/06 re: Energy Transfer, LP – ‘LETTER’

On:  Thursday, 2/2/06, at 9:40am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  10/2/06   ·   Accession #:  0-6-5744

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    13K 


Mail Stop 3561                                                                  
February 2, 2006                                                    

Michael Krimbill                                                                
President and Chief Financial Officer                                           
Energy Transfer Partners, L.P.                                                  
8801 South Yale Avenue, Suite 310                                               
Tulsa, Oklahoma 74137                                                           

Re:       Energy Transfer Partners, L.P.                            
     Amendment No. 2 to Registration Statement on Form S-4
Filed January 26, 2006                                              
File No. 333-129920                             

Dear Mr. Krimbill:                                                              

We have limited our review of your amended filing to those      
issues we have addressed in our comments.  Where indicated, we                  
think                                                                           
you should revise your document in response to these comments.  If              
you disagree, we will consider your explanation as to why our                   
comments are inapplicable or a revision is unnecessary.  Please be              
as                                                                              
detailed as necessary in your explanation.  In some of our                      
comments,                                                                       
we may ask you to provide us with information so we may better                  
understand your disclosure.  After reviewing this information, we               
may                                                                             
or may not raise additional comments.                                           

Please understand that the purpose of our review process is     
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or on any other                   
aspect                                                                          
of our review.  Feel free to call us at the telephone numbers                   
listed                                                                          
at the end of this letter.                                                      

Unaudited Pro Forma Consolidated Statement of Operations, page F-1              
1. We read your response to comment 1 in our letter dated January               
12,                                                                             
2006.  Please update to include the interim period ended November               
30,                                                                             
2005.  Refer to Rule  11-02(c)(2)(i) Regulation S-X.                            

Item 22.  Undertakings, page II-10                                              
2. In your amended filing, please revise to include the new                     
undertakings that became effective on December 1, 2005.  Refer to               
Questions 3 and 4 in Securities Offering Reform Transition                      
Questions                                                                       
and Answers, which is available on our web site at                              
http://www.sec.gov/divisions/corpfin/transitionfaq.htm.  See new                
Item                                                                            
512(a)(5) and 512(a)(6) of Regulation S-K, which were adopted in                
Securities Offering Reform, Release No. 33-8591 (July 19, 2005),                
which is available on our web site                                              
http://www.sec.gov/rules/final/33-                                              
8591fr.pdf.                                                                     

* * * * *                                                                       

As appropriate, please amend your registration statement in         
response to these comments.  You may wish to provide us with                    
marked                                                                          
copies of the amendment to expedite our review.  Please furnish a               
cover letter with your amendment that keys your responses to our                
comments and provides any requested information.  Detailed cover                
letters greatly facilitate our review.  Please understand that we               
may                                                                             
have additional comments after reviewing your amendment and                     
responses                                                                       
to our comments.                                                                

You may contact Anthony Watson, Staff Accountant, at (202)      
551-                                                                            
3318, or George Ohsiek, Accounting Branch Chief, at (202) 551-3843              
if                                                                              
you have questions regarding comments on the financial statements               
and                                                                             
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,              
at                                                                              
(202) 551-3333, Ellie Quarles, Special Counsel, at (202) 551-3238,              
or                                                                              
me at (202) 551-3720 with any other questions.                                  

Sincerely,                                                          

H. Christopher Owings                                               
Assistant Director                                                  

cc:     Robert W. Ericson, Esq.                                                 
Winston & Strawn LLP                                            
Fax:  (212) 294-4700                                            

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Michael Krimbill                                                                
Energy Transfer Partners, L.P.                                                  
February 2, 2006                                                                
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		10/2/06		CORRESP,  UPLOAD
Filed on:		2/2/06		UPLOAD
		1/26/06		S-4/A,  UPLOAD
		1/12/06		UPLOAD
		12/1/05		UPLOAD
		11/30/05		10-Q,  4,  UPLOAD
		7/19/05		4,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/26/06  LG PL, LLC                        S-4/A¶                10:1.2M                                   Donnelley … Solutions/FA