Mail Stop 3561
      January 18, 2006

John W. McReynolds
General Partner
Energy Transfer Equity, L.P.
2828 Woodside Street
Dallas, Texas 75204

      Re:	Energy Transfer Equity, L.P.
		Amendment No. 3 to Registration Statement on Form S-1
      Filed January 9, 2006
		File No. 333-128097

Dear Mr. McReynolds:

	We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.  Feel free to call us at the telephone
numbers listed at the end of this letter.


1. Please revise your disclosures to include the interim period
November 30, 2005.  Refer to Rules 3-12 and 11-02(c)(2)(i)

Our Cash Distribution Policy and Restrictions on Distributions,

Estimated Cash Available to Pay Distributions Based Upon Estimated
Consolidated..., page 58

2. We read your response to comment 1 in our letter dated January
2006 and we re-issue our previous comment.  Please revise the
bullet point on page 61 to reflect the growth capital expenditures
reflected in the table on page 59.

Notes to Consolidated Financial Statements, page F-18

Note 15.  Reportable Segments, page F-64

3. We read your response to comment 6 in our letter dated January
2006.  Please revise the paragraph preceding the tabular
of segment amounts on page F-66 to clarify which amounts disclosed
the tables are audited and unaudited.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
amendment and responses to our comments.

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


      H. Christopher Owings
      Assistant Director

cc:	Thomas P. Mason, Esq.
	Vinson & Elkins L.L.P.
	Fax:  (713) 615-5320





John W. McReynolds
Energy Transfer Equity, L.P.
January 18, 2006
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