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
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