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Filed by Bowne Pure Compliance

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): February 17, 2009 (February 16, 2009)

ENERGY TRANSFER EQUITY, L.P.
(Exact name of registrant as specified in its charter)


Delaware	1-32740	30-0108820
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3738 Oak Lawn Avenue Dallas, TX		75219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 981-0700

(Former name or former address if changed since last report.)

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:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On February 16, 2009, Energy Transfer Equity, L.P. (the “Partnership”) issued a press release announcing its financial and operating results for the fourth quarter ended December 31, 2008. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


Exhibit Number		Description of the Exhibit
Exhibit 99.1		Energy Transfer Equity, L.P. Press Release, dated February 16, 2009.

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.


	Energy Transfer Equity, L.P.

	By:	LE GP, LLC, its general partner

Date: February 17, 2009		/s/ John W. McReynolds
		John W. McReynolds President and Chief Financial Officer

Exhibit Index


Exhibit Number		Description of the Exhibit
Exhibit 99.1		Energy Transfer Equity, L.P. Press Release, dated February 16, 2009.

Filed by Bowne Pure Compliance

Exhibit 99.1

ENERGY TRANSFER EQUITY REPORTS
QUARTERLY AND ANNUAL RESULTS

Dallas — February 16, 2009 — Energy Transfer Equity, L.P. (NYSE:ETE) today reported Distributable Cash of $114.9 million for the quarter ended December 31, 2008. Distributable Cash is a “non-GAAP measure,” as explained below.

ETE’s net income for the year ended December 31, 2008 increased by $35.2 million to $375.0 million as compared to $339.8 million for the twelve months ended November 30, 2007. ETE’s net income for the fourth quarter ended December 31, 2008 was $22.6 million compared to $51.5 million for the quarter ended November 30, 2007. The fourth quarter 2008 results reflect unrealized losses on certain interest rate derivatives of $109.7 million, compared to unrealized losses of $30.2 million for the three months ended November 30, 2007. Excluding these unrealized losses, net income increased for both the quarter and the full year due principally to increased earnings of Energy Transfer Partners, L.P. (“ETP”).

ETE changed its fiscal year from August 31^st to December 31^st in November 2007. Quarterly results are compared to the three months ended November 30, 2007, which was included in the transition period. Annual results are compared to the twelve months ended November 30, 2007.

The principal sources of cash flow of ETE are distributions it receives from its investments in the limited and general partner interests in ETP. ETE currently has no other operating activities apart from those conducted by the operating subsidiaries within ETP. ETE’s principal uses of cash are for administrative expenses, debt service and distributions to its general and limited partners.

Use of Non-GAAP Financial Measures

This press release and accompanying schedules include the non-generally accepted accounting principle (“non-GAAP”) financial measure of Distributable Cash. The accompanying schedules provide a reconciliation of this non-GAAP financial measure to its most directly comparable financial measure calculated and presented in accordance with GAAP. The Partnership’s Distributable Cash should not be considered as an alternative to GAAP financial measures such as net income, cash flow from operating activities, or any other GAAP measure of liquidity or financial performance.

Distributable Cash. The Partnership defines Distributable Cash as cash distributions expected to be received from ETP in connection with the Partnership’s investments in limited and general partner interests of ETP, net of the Partnership’s expenditures for general and administrative costs and debt service. Distributable Cash is a significant liquidity measure used by the Partnership’s senior management to compare net cash flows generated by the Partnership’s equity investments in ETP to the distributions the Partnership expects to pay its unitholders. Using this measure, the Partnership’s management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions.

Distributable Cash is an important non-GAAP financial measure for our limited partners since it indicates to investors whether or not the Partnership’s investments are generating cash flows at a level that can sustain or support an increase in quarterly cash distribution levels. Financial measures such as Distributable Cash are quantitative standards used by the investment community with respect to publicly-traded partnerships because the value of a partnership unit is in part measured by its yield (which in turn is based on the amount of cash distributions a partnership can pay to a unitholder). The GAAP measures most directly comparable to Distributable Cash are net income and cash flow from operating activities for ETE on a stand-alone basis (“Parent Company”).

Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded partnership, which owns the general partner of Energy Transfer Partners and approximately 62.5 million ETP limited partner units.

Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Arizona, Colorado, Louisiana, New Mexico, and Utah, and owns the largest intrastate pipeline system in Texas. ETP’s natural gas operations include intrastate natural gas gathering and transportation pipelines, natural gas treating and processing assets and three natural gas storage facilities located in Texas. These assets include approximately 14,600 miles of intrastate pipeline in service, with approximately 250 miles of intrastate pipeline under construction. In addition, ETP owns 2,450 miles of interstate pipeline in service, with approximately 250 miles of interstate pipeline under construction. ETP is also one of the three largest retail marketers of propane in the United States, serving more than one million customers across the country.

The information contained in this press release is available on our website at www.energytransfer.com.

Contacts:

Investor Relations:
Brent Ratliff
Energy Transfer
214-981-0700 (office)

Media Relations:
Vicki Granado
Granado Communications Group
214-504-2260 (office)
214-498-9272 (cell)

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)


	December 31,		December 31,
	2008		2007

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	92,023	$	56,557
Marketable securities		5,915		3,002
Accounts receivable, net of allowance for doubtful accounts		591,257		822,027
Accounts receivable from related companies		15,142		18,070
Inventories		272,348		361,954
Deposits paid to vendors		78,237		42,273
Exchanges receivable		45,209		37,321
Price risk management assets		5,423		8,203
Prepaid expenses and other		75,441		54,389

Total current assets		1,180,995		1,403,796

PROPERTY, PLANT AND EQUIPMENT, net		8,702,534		6,852,458
ADVANCES TO AND INVESTMENT IN AFFILIATES		10,110		86,167
GOODWILL		773,283		757,698
INTANGIBLES AND OTHER LONG-TERM ASSETS, net		402,980		361,975

Total assets	$	11,069,902	$	9,462,094

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)


	December 31,			December 31,
	2008			2007

LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$	381,933		$	673,116
Accounts payable to related companies		34,495			48,012
Exchanges payable		54,636			40,382
Customer advances and deposits		106,679			75,831
Accrued wages and benefits		65,754			35,729
Accrued capital expenditures		153,230			87,622
Accrued and other current liabilities		94,156			133,500
Price risk management liabilities		142,432			13,547
Interest payable		115,487			78,933
Income taxes payable		14,298			7,264
Deferred income taxes		589			429
Current maturities of long-term debt		45,232			47,068


Total current liabilities		1,208,921			1,241,433

LONG-TERM DEBT, less current maturities		7,190,357			5,870,106
LONG-TERM PRICE RISK MANAGEMENT LIABILITIES		121,710			46,479
DEFERRED INCOME TAXES		194,871			199,934
OTHER NON-CURRENT LIABILITIES		14,727			12,986
MINORITY INTERESTS		2,422,748			2,106,819

COMMITMENTS AND CONTINGENCIES

		11,153,334			9,477,757

PARTNERS’ CAPITAL (DEFICIT):
General Partner		155			192
Limited Partners:
Common Unitholders (222,829,956 units authorized, issued and outstanding at December 31, 2008 and 2007)		(15,762	)		(4,628	)

Accumulated other comprehensive income (loss)		(67,825	)		(11,227	)

Total partners’ capital (deficit)		(83,432	)		(15,663	)


Total liabilities and partners’ capital (deficit)	$	11,069,902		$	9,462,094

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit and unit data)
(unaudited)


	Three Months			Three Months			Year			Twelve Months
	Ended			Ended			Ended			Ended
	December 31,			November 30,			December 31,			November 30,
	2008			2007			2008			2007
REVENUES:
Natural gas operations	$	1,331,086		$	1,304,965		$	7,653,156		$	5,628,413
Retail propane		428,182			288,966			1,514,599			1,201,949
Other		35,413			34,141			125,612			201,302

Total revenues		1,794,681			1,628,072			9,293,367			7,031,664


COSTS AND EXPENSES:
Cost of products sold, natural gas operations		920,837			944,739			5,885,982			4,268,456
Cost of products sold, retail propane		269,752			192,065			1,014,068			758,650
Cost of products sold, other		10,247			11,035			38,030			111,596
Operating expenses		208,225			161,955			781,831			589,174
Depreciation and amortization		73,450			55,783			274,372			210,302
Selling, general and administrative		59,400			45,170			200,181			169,913

Total costs and expenses		1,541,911			1,410,747			8,194,464			6,108,091


OPERATING INCOME		252,770			217,325			1,098,903			923,573

OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized		(96,244	)		(77,857	)		(357,541	)		(289,296	)
Equity in earnings (losses) of affiliates		584			(241	)		(165	)		33
Gain (loss) on disposal of assets		(2,887	)		13,124			(1,303	)		4,870
Gains (losses) on non-hedged interest rate derivatives		(114,813	)		(30,316	)		(128,423	)		(1,235	)
Allowance for equity funds used during construction		18,701			4,766			63,976			9,714
Other, net		(241	)		(11,469	)		8,115			(11,857	)


INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTERESTS		57,870			115,332			683,562			635,802
Income tax expense (benefit)		(2,792	)		4,925			3,808			13,443


INCOME BEFORE MINORITY INTERESTS		60,662			110,407			679,754			622,359
Minority interests		(38,096	)		(58,943	)		(304,710	)		(282,576	)


NET INCOME		22,566			51,464			375,044			339,783

GENERAL PARTNER’S INTEREST IN NET INCOME		70			159			1,161			1,062


LIMITED PARTNERS’ INTEREST IN NET INCOME	$	22,496		$	51,305		$	373,883		$	338,721


BASIC NET INCOME PER LIMITED PARTNER UNIT	$	0.10		$	0.23		$	1.68		$	1.52


BASIC AVERAGE NUMBER OF UNITS OUTSTANDING		222,829,956			222,829,902			222,829,956			222,829,902


DILUTED NET INCOME PER LIMITED PARTNER UNIT	$	0.10		$	0.23		$	1.68		$	1.52


DILUTED AVERAGE NUMBER OF UNITS OUTSTANDING		222,829,956			222,829,902			222,829,956			222,829,902


	Three Months Ended				Year Ended
	December 31,		November 30,		December 31,		November 30,
	2008		2007		2008		2007

VOLUMES SOLD THROUGH ENERGY TRANSFER PARTNERS, L.P.:

Midstream
Natural gas MMBtu/d — sold		982,207		1,074,560		1,269,724		964,721
NGLs Bbls/d — sold		20,635		24,956		25,939		28,995
Transportation and storage
Natural gas MMBtu/d — transported		13,269,286		8,831,276		11,187,327		7,122,562
Natural gas MMBtu/d — sold		876,261		1,220,692		1,389,781		1,450,466
Interstate transportation
Natural gas MMBtu/d — transported		1,856,034		1,728,028		1,777,097		1,783,639
Natural gas MMBtu/d — sold		21,319		14,622		15,162		18,419
Retail propane gallons (in thousands)		179,025		130,425		601,134		594,063

ENERGY TRANSFER EQUITY, L.P. — PARENT COMPANY
DISTRIBUTABLE CASH
(Dollars in thousands, except per unit)
(unaudited)

The following table presents the calculation and reconciliation of Distributable Cash of the Parent Company with respect to the following periods:


	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	December 31,			November 30,			December 31,			November 30,
	2008			2007			2008			2007

Distributable Cash:
Cash distributions expected from Energy Transfer Partners, L.P. associated with:
General partner interest:
Standard distribution rights	$	4,582		$	3,812		$	17,322		$	14,217
Incentive distribution rights		79,277			63,994			298,575			234,467
Less: General Partner contribution to ETP to maintain its 2% interest		—			—			(13,098	)		—
Limited partner interest:
Common units		55,860			52,735			221,878			140,810
Class G units		—			—			—			63,098

Total cash expected from Energy Transfer Partners, L.P.		139,719			120,541			524,677			452,592
Deduct expenses of the Parent Company on a stand-alone basis:
General and administrative expenses		(1,407	)		(10,695	)		(7,007	)		(19,064	)
Interest expense, net of amortization of financing costs		(23,436	)		(25,852	)		(97,654	)		(100,200	)

Distributable Cash	$	114,876		$	83,994		$	420,016		$	333,328


Cash distributions to be paid to the partners of Energy Transfer Equity, L.P.:

Distribution per limited partner unit as of the end of the period	$	0.5100		$	0.4100		$	1.9100		$	1.5285

Distributions to be paid to public unitholders		48,445			38,917			181,334			145,085
Distributions to be paid to affiliates		65,234			52,443			244,306			195,509
Distributions to be paid to general partner		353			284			1,322			1,058

Total cash distributions to be paid by Energy Transfer Equity, L.P. to its limited and general partners	$	114,032		$	91,644		$	426,962		$	341,652


Reconciliation of Non-GAAP “Distributable Cash” to GAAP “Net Income” and GAAP “Net cash provided by operating activities” for the Parent Company on a stand-alone basis:

Net income	$	22,566		$	51,464		$	375,044		$	339,783
Adjustments to derive Distributable Cash:
Equity in income of unconsolidated affiliates		(110,536	)		(118,972	)		(551,835	)		(494,240	)
Quarterly distribution expected to be received from Energy Transfer Partners, L.P.		139,719			120,541			524,677			452,592
Amortization of financing costs		2,821			756			5,076			3,007
Other non-cash		808			18			823			47
Change in value of Realized/Unrealized (gains)/losses on interest rate swaps		59,498			30,187			66,231			32,139

Distributable Cash		114,876			83,994			420,016			333,328

Adjustments to Distributable Cash to derive Net Cash Provided by Operating Activities:
Quarterly distribution expected to be received from Energy Transfer Partners, L.P.		(139,719	)		(120,541	)		(524,677	)		(452,592	)
Cash distribution received from Energy Transfer Partners, L.P.		136,048			110,850			535,342			421,546
Net effect of changes in operating accounts		(3,536	)		11,956			6,137			10,990

Net cash provided by operating activites for Parent Company on stand-alone basis	$	107,669		$	86,259		$	436,818		$	313,272

(1)		For the three months ended December 31, 2008, cash distributions expected to be received from Energy Transfer Partners, L.P. consists of cash distributions in respect of the quarter ended December 31, 2008 payable on February 13, 2009 to holders of record on February 6, 2009. For the three months ended November 30, 2007, cash distributions expected from Energy Transfer Partners, L.P. consist of the allocated portion of cash distributions received on February 14, 2008 in respect of the four months ended December 31, 2007.

		For the twelve months ended December 31, 2008, cash distributions received or expected to be received from Energy Transfer Partners, L.P. consist of cash distributions paid on May 15, 2008 in respect of the quarter ended March 31, 2008, cash distributions paid on August 14, 2008 in respect of the quarter ended June 30, 2008, cash distributions paid on November 14, 2008 in respect of the quarter ended September 30, 2008, and cash distributions in respect of the quarter ended December 31, 2008 payable on February 13, 2009 to holders of record on February 6, 2009. For the twelve months ended November 30, 2008, cash distributions received from Energy Transfer Partners, L.P. consist of cash distributions received on April 13, 2007 in respect of the fiscal quarter ended February 28, 2007, cash distributions received on July 16, 2007 in respect of the fiscal quarter ended May 31, 2007, cash distributionsreceived on October 15, 2007 in respect of the fiscal quarter ended August 31, 2007, and the cash distributions allocated to the three months ended November 30, 2007 in respect of the distribution received on February 14, 2008 for the four months ended December 31, 2007.

(2)		For the three months ended December 31, 2008, cash distributions expected to be paid by Energy Transfer Equity, L.P. consist of cash distributions in respect of the three months ended December 31, 2008 payable on February 19, 2009 to holders of record as of February 6, 2009. For the three months ended November 30, 2007, cash distributions paid by Energy Transfer Equity, L.P. consist of the allocated portion of cash distributions paid on February 19, 2008 for the four months ended December 31, 2007.

		For the twelve months ended December 31, 2008, cash distributions paid or expected to be paid by Energy Transfer Equity, L.P. consist of cash distributions paid on May 19, 2008 in respect of the quarter ended March 31, 2008, cash distributions paid on August 19, 2008 in respect of the quarter ended June 30, 2008, cash distributions paid on November 19, 2008 in respect of the quarter ended September 30, 2008, and cash distributions in respect of the quarter ended December 31, 2008 payable on February 19, 2009 to holders of record on February 6, 2009. For the twelve months ended November 30, 2007, cash distributions paid by Energy Transfer Equity, L.P. consisted of cash distributions paid on April 16, 2007 for the three months ended February 28, 2007, cash distributions paid on July 19, 2007 for the three months ended May 31, 2007, cash distributions paid October 19, 2007 for the three months ended August 31, 2007, and cash distributions allocated to the three months ended November 30, 2007 in respect of the distribution paid on February 19, 2008 for the four months ended December 31, 2007.