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): November 9, 2010

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))

Exhibit Number		Description of the Exhibit
Exhibit 99.1		Energy Transfer Equity, L.P. Press Release dated November 9, 2010

		Energy Transfer Equity, L.P.
		By: LE GP, LLC, its general partner
Date: November 9, 2010		/s/ John W. McReynolds
		John W. McReynolds President and Chief Financial Officer

Exhibit Number		Description of the Exhibit
Exhibit 99.1		Energy Transfer Equity, L.P. Press Release dated November 9, 2010.

Exhibit 99.1

ENERGY TRANSFER EQUITY
REPORTS QUARTERLY RESULTS

Dallas — November 9, 2010 — Energy Transfer Equity, L.P. (NYSE:ETE) today reported Distributable Cash Flow and earnings attributable to its partners, both of which were impacted by ETE’s successful refinancing discussed below. Distributable Cash Flow, excluding realized losses on interest rate swaps terminated in connection with ETE’s long-term debt refinancing, was $125.2 million for the three months ended September 30, 2010, as compared to $123.2 million for the three months ended September 30, 2009.

In September 2010, ETE refinanced all of its existing credit facilities, capitalizing on a favorable interest rate environment by locking in a fixed interest rate that will help solidify its capital structure well into the future. The refinancing, consisting of ETE issuing $1.8 billion of 7.50% senior notes that mature in 2020, was used to refinance approximately $1.592 billion of indebtedness that would have become due in 2011 and 2012, together with ETE’s payment of approximately $168.6 million to terminate interest rate swaps related to an aggregate notional amount of $1.5 billion of debt.

Accordingly, ETE reported a net loss attributable to its partners of $15.3 million for the three months ended September 30, 2010, as compared to net income attributable to its partners of $47.0 million for the three months ended September 30, 2009. ETE’s earnings attributable to its partners for the three months ended September 30, 2010 reflected swap termination losses of $66.4 million, the portion of the swap termination payments that had not previously been recognized in earnings.

Distributable Cash Flow, excluding the realized losses on termination of interest rate swaps, was $366.9 million for the nine months ended September 30, 2010 and $365.4 million for the nine months ended September 30, 2009. ETE’s net income attributable to its partners, which was also impacted by the non-cash charge discussed below, was $116.7 million for the nine months ended September 30, 2010, as compared to $302.9 million for the nine months ended September 30, 2009.

ETE’s Distributable Cash Flow, Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) and net income attributable to its partners for the three and nine months ended September 30, 2010 also reflect the impacts from ETE’s acquisition of the general partner of Regency Energy Partners LP (“Regency”) and the exchange of a portion of the investment in Midcontinent Express Pipeline (“MEP”) among ETE and its subsidiaries on May 26, 2010 (the “Regency Transactions”). One-time transaction costs of $12.8 million were recorded for the nine months ended September 30, 2010 in connection with the Regency Transactions. Also, in connection with the transfer of the investment in MEP, ETE recorded a non-cash charge of $52.6 million, which was reflected in the consolidated statement of operations for the nine months ended September 30, 2010.

Distributable Cash Flow, as previously presented in ETE’s press release for the nine months ended September 30, 2009, was reflected net of contributions made to Energy Transfer Partners, L.P. (“ETP”) to maintain ETE’s general partner interest at 2%. During the three months ended December 31, 2009, ETE changed its presentation of Distributable Cash Flow to remove ETE’s capital contributions to ETP from the calculation of Distributable Cash Flow. Distributable Cash Flow for the nine months ended September 30, 2009 presented in this press release has been revised accordingly. Distributable Cash Flow and Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) are “non-GAAP measures” as explained below.

The Partnership’s principal sources of cash flow are distributions it receives from its investments in the limited and general partner interests in ETP and Regency, including 100% of ETP’s and Regency’s incentive distribution rights, approximately 50.2 million of ETP’s Common Units and approximately 26.3 million of Regency’s Common Units. ETE currently has no operating activities apart from those conducted by ETP and Regency and their operating subsidiaries. ETE’s principal uses of cash are for distributions to its general and limited partners and preferred unitholders, expenses, debt service and, at ETE’s election, capital contributions to ETP and Regency in respect of ETE’s general partner interests in ETP and Regency.

The Partnership has scheduled a conference call for 9:00 a.m. Central Time today to discuss its 2010 third quarter results. The conference call will be broadcast live via an internet web cast, which can be accessed through www.energytransfer.com. The call will be available for replay on the Partnership’s website for a limited time.

Use of Non-GAAP Financial Measures

This press release and accompanying schedules include the non-generally accepted accounting principle (“non-GAAP”) financial measures of Distributable Cash Flow and Distributable Cash Flow (excluding realized losses on termination of interest rate swaps). The accompanying schedules provide a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with GAAP. The Partnership’s Distributable Cash Flow and Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) 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 Flow. The Partnership defines Distributable Cash Flow for a period as cash distributions expected to be received from ETP and Regency in respect of such period in connection with the Partnership’s investments in limited and general partner interests of ETP and Regency, net of the Partnership’s cash expenditures for general and administrative costs and interest expense. Distributable Cash Flow 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 and Regency to the distributions the Partnership expects to pay its unitholders. Using this measure, the Partnership’s management can compute the coverage ratio of estimated cash flows for a period to planned cash distributions for such period.

Distributable Cash Flow is also 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 Flow 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 Flow is net income for ETE on a stand-alone basis (“Parent Company”). The accompanying analysis of Distributable Cash Flow is presented for the three and nine months ended September 30, 2010 and 2009 for comparative purposes.

Distributable Cash Flow (excluding realized losses on termination of interest rate swaps). The Partnership defines Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) for a period as cash distributions expected to be received from ETP and Regency in respect of such period in connection with the Partnership’s investments in limited and general partner interests of ETP and Regency, net of the Partnership’s cash expenditures for general and administrative costs and interest expense and net of realized losses on termination of interest rate swaps. Due to the cash cost associated with the termination of interest rate swaps that occurred during the three months ended September 30, 2010 in connection with the Partnership’s issuance of $1.8 billion of 7.5% senior notes due 2020 and related repayment of $1.592 billion of indebtedness, Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) is a significant liquidity measure used by the Partnership’s senior management for the three months and nine months ended September 30, 2010 to compare net cash flows generated by the Partnership’s equity investments in ETP and Regency to the distributions the Partnership expects to pay its unitholders. Using this measure, the Partnership’s management can compute the coverage ratio of estimated cash flows for a period to planned cash distributions for such period. The GAAP measures most directly comparable to Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) is net income (loss) for the Parent Company on a stand-alone basis. The accompanying analysis of Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) is presented for the three and nine months ended September 30, 2010 and 2009 for comparative purposes.

Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded partnership, which owns the general partner of Energy Transfer Partners and approximately 50.2 million ETP limited partner units; and owns the general partner of Regency Energy Partners and approximately 26.3 million Regency 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 currently has natural gas operations that include approximately 17,500 miles of gathering and transportation pipelines, treating and processing assets, and three storage facilities located in Texas. 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.

Regency Energy Partners LP (Nasdaq: RGNC) is a growth-oriented, midstream energy partnership engaged in the gathering, contract compression, processing, marketing and transporting of natural gas and natural gas liquids. Regency’s general partner is majority owned by Energy Transfer Equity, L.P. (NYSE: ETE). For more information, visit the Regency Energy Partners LP Web site at www.regencyenergy.com.

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

Media Relations:
Vicki Granado
Granado Communications Group
214-599-8785 (office)
214-498-9272 (cell)

—more—

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

		September 30,				December 31,
		2010				2009
ASSETS
CURRENT ASSETS		$	1,101,230			$	1,267,959
PROPERTY, PLANT AND EQUIPMENT, net			11,577,714				9,064,475
ADVANCES TO AND INVESTMENTS IN AFFILIATES			1,324,428				663,298
LONG-TERM PRICE RISK MANAGEMENT ASSETS			644				—
GOODWILL			1,592,203				775,094
INTANGIBLES AND OTHER ASSETS, net			1,255,128				389,683
Total assets		$	16,851,347			$	12,160,509
LIABILITIES AND EQUITY
CURRENT LIABILITIES		$	1,028,019			$	889,745
LONG-TERM DEBT, less current maturities			8,800,057				7,750,998
SERIES A CONVERTIBLE PREFERRED UNITS			304,950				—
LONG-TERM PRICE RISK MANAGEMENT LIABILITIES			60,470				73,332
OTHER NON-CURRENT LIABILITIES			236,544				226,183
COMMITMENTS AND CONTINGENCIES
PREFERRED UNITS OF SUBSIDIARY			70,896				—
PARTNERS’ CAPITAL			164,399				152
NONCONTROLLING INTEREST			6,186,012				3,220,099
Total equity			6,350,411				3,220,251
Total liabilities and equity		$	16,851,347			$	12,160,509

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2010				2009				2010				2009
REVENUES:
Natural gas operations		$	1,380,029			$	943,975			$	3,827,506			$	3,004,163
Retail propane			183,786				162,224				914,372				829,901
Other			23,992				23,650				80,438				77,449
Total revenues			1,587,807				1,129,849				4,822,316				3,911,513
COSTS AND EXPENSES:
Cost of products sold — natural gas operations			883,716				591,797				2,520,157				1,865,914
Cost of products sold — retail propane			104,533				80,232				519,796				378,524
Cost of products sold — other			6,856				6,119				20,470				18,842
Operating expenses			208,809				158,883				559,302				517,337
Depreciation and amortization			120,315				84,738				304,681				239,626
Selling, general and administrative			61,526				34,579				177,673				146,640
Total costs and expenses			1,385,755				956,348				4,102,079				3,166,883
OPERATING INCOME			202,052				173,501				720,237				744,630
OTHER INCOME (EXPENSE)
Interest expense, net of interest capitalized			(209,871	)			(120,100	)			(460,578	)			(341,050	)
Equity in earnings of affiliates			22,349				9,581				40,723				11,751
Gains (losses) on disposal of assets			81				(1,088	)			(408	)			(1,333	)
Gains (losses) on non-hedged interest rate derivatives			(31,966	)			(35,589	)			(68,858	)			24,373
Allowance for equity funds used during construction			12,432				30				18,039				18,618
Impairment of investment in affiliate			—				—				(52,620	)			—
Other, net			1,866				4,235				(6,812	)			4,559
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE			(3,057	)			30,570				189,723				461,548
Income tax expense (benefit)			2,093				(3,697	)			11,357				5,773
NET INCOME (LOSS) FROM CONTINUING OPERATIONS			(5,150	)			34,267				178,366				455,775
Income from discontinued operations			324				—				410				—
NET INCOME (LOSS)			(4,826	)			34,267				178,776				455,775
Less: Net income (loss) attributable to noncontrolling interest			10,511				(12,704	)			62,069				152,893
NET INCOME (LOSS) ATTRIBUTABLE TO PARTNERS			(15,337	)			46,971				116,707				302,882
GENERAL PARTNER’S INTEREST IN NET INCOME (LOSS)			(48	)			147				361				938
LIMITED PARTNERS’ INTEREST IN NET INCOME (LOSS)		$	(15,289	)		$	46,824			$	116,346			$	301,944
BASIC NET INCOME (LOSS) PER LIMITED PARTNER UNIT		$	(0.07	)		$	0.21			$	0.52			$	1.35
BASIC AVERAGE NUMBER OF UNITS OUTSTANDING			222,941,172				222,898,248				222,941,151				222,898,188
DILUTED NET INCOME (LOSS) PER LIMITED PARTNER UNIT		$	(0.07	)		$	0.21			$	0.52			$	1.35
DILUTED AVERAGE NUMBER OF UNITS OUTSTANDING			222,941,172				222,898,248				222,941,151				222,898,188

ENERGY TRANSFER EQUITY, L.P.
DISTRIBUTABLE CASH FLOW
(Dollars in thousands, except per unit data)
(unaudited)

The following table presents the calculation and reconciliation of Distributable Cash Flow of Energy Transfer Equity, L.P.

		Three Months Ended September 30,								Nine Months Ended September 30,
		2010				2009				2010				2009
Distributable Cash Flow:
Cash distributions expected from Energy Transfer Partners, L.P. (ETP) associated with: (1)
General partner interest:
Standard distribution rights		$	4,880			$	4,867			$	14,634			$	14,588
Incentive distribution rights			95,072				87,498				279,823				255,808
Limited partner interest			44,890				55,860				145,640				167,580
Total cash distributions expected from ETP:			144,842				148,225				440,097				437,976
Cash distributions expected from Regency Energy Partners LP (Regency) associated with: (2)
General partner interest:
Standard distribution rights			1,267				—				2,372				—
Incentive distribution rights			1,050				—				1,965				—
Limited partner interest			11,689				—				23,378				—
Total cash distributions expected from Regency			14,006				—				27,715				—
Total cash distributions expected from ETP and Regency			158,848				148,225				467,812				437,976
Pro rata cash settlement related to Regency Transactions: (3)
Received from ETP related to 12,273,830 ETP Common Units redeemed			—				—				10,451				—
Paid to Regency related to 26,266,791 Regency Common Units issued			—				—				(7,436	)			—
Paid to seller for general partner interest in Regency			(969	)			—				(969	)			—
Net pro rata cash settlement for period from April 1, 2010 through May 26, 2010			(969	)			—				2,046				—
Total cash distributions expected from ETP and Regency, including net pro rata settlement			157,879				148,225				469,858				437,976
Deduct expenses of the Parent Company on a stand-alone basis:
Selling, general and administrative expenses, excluding non-cash compensation expense (4)			(3,192	)			398				(20,353	)			(2,205	)
Interest expense, net of amortization of financing costs, interest income, and realized gains and losses on interest rate swaps (5) (6)			(198,026	)			(25,454	)			(251,187	)			(70,342	)
Distributable Cash Flow			(43,339	)			123,169				198,318				365,429
Realized losses on termination of interest rate swaps (6)			168,550				—				168,550				—
Distributable Cash Flow, excluding realized losses on termination of interest rate swaps		$	125,211			$	123,169			$	366,868			$	365,429
Cash distributions to be paid to the partners of ETE:
Distribution per limited partner unit as of the end of the period		$	0.5400			$	0.5350			$	0.5400			$	0.5350
Distributions to be paid to limited partners			120,388				119,251				361,164				355,523
Distributions to be paid to general partner			374				370				1,122				1,104
Total cash distributions to be paid by ETE to its partners (7)		$	120,762			$	119,621			$	362,286			$	356,627
Reconciliation of Non-GAAP “Distributable Cash Flow” and “Distributable Cash Flow (excluding realized losses on termination of interest rate swaps)” to GAAP “Net income (loss)” for the Parent Company on a stand-alone basis:
Net income (loss) for the Parent Company on a stand-alone basis		$	(15,337	)		$	46,971			$	116,707			$	302,882
Adjustments to derive Distributable Cash Flow:
Equity in income of unconsolidated affiliates			(102,389	)			(82,661	)			(324,128	)			(370,195	)
Quarterly distribution expected from subsidiaries			158,848				148,225				467,812				437,976
Net pro rata cash settlement for period from April 1, 2010 through May 26, 2010			(969	)			—				2,046				—
Amortization included in interest expense			2,589				1,074				4,742				5,236
Other non-cash			6,840				138				7,296				415
Unrealized (gains) losses on non-hedged interest rate swaps			(92,921	)			9,422				(76,157	)			(10,885	)
Distributable Cash Flow			(43,339	)			123,169				198,318				365,429
Realized losses on termination of interest rate swaps (6)			168,550				—				168,550				—
Distributable Cash Flow (excluding realized losses on termination of interest rate swaps)		$	125,211			$	123,169			$	366,868			$	365,429

SUPPLEMENTAL INFORMATION
(in thousands)

The following summarizes the key components of the stand-alone results of operations of the Parent Company for the periods indicated:

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
		2010				2009				Change				2010				2009				Change
Equity in earnings of affiliates		$	102,388			$	82,661			$	19,727			$	324,128			$	370,195			$	(46,067	)
Selling, general and administrative			(2,920	)			(786	)			(2,134	)			(20,335	)			(3,608	)			(16,727	)
Interest expense, net of interest capitalized			(89,484	)			(18,589	)			(70,895	)			(126,400	)			(56,728	)			(69,672	)
Losses on non-hedged interest rate derivatives			(18,211	)			(17,348	)			(863	)			(53,388	)			(7,954	)			(45,434	)
Other, net			(6,736	)			957				(7,693	)			(6,949	)			329				(7,278	)