Mail Stop 3561
      January 5, 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. 2 to Registration Statement on Form S-1
      Filed December 20, 2005
		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.

Our Cash Distribution Policy and Restrictions on Distributions,

Estimated Cash Available to Pay Distributions Based Upon Estimated
Consolidated..., page 58
1. Please revise the sixth bullet point on page 60 to reflect the
increased estimate of growth capital expenditures reflected in the
table on page 58.

Unaudited Pro Forma Condensed Consolidated Financial Statements,

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page F-4
2. On page 76 you disclose that a partnership controlled by Mr.
McReynolds will receive 2,521,570 Class B units upon the closing
the offering.  Please tell us why you do not reflect a pro forma
adjustment to retained earnings to reflect the $50.4 million
to be incurred with respect to this transaction upon completion of
the offering.  Please note that pro forma balance sheet
must include events that are directly attributable to the
and factually supportable even if the events do not have a
impact.  Please advise or revise, as applicable.

Unaudited Pro Forma Condensed Consolidated Statement of
page F-6
3. Since the issuance of 2,521,570 Class B units upon completion
the offering appears to be a material nonrecurring charge to be
recognized in earnings following completion of the offering it
not appear appropriate under Article 11 of Regulation S-X to
an adjustment for the issuance of Class B units in your unaudited
forma condensed consolidated statement of operations.  Please
the pro forma adjustment of $50,431,000 and disclose in a note to
pro forma financial statements that the $50,431,000 expense
associated with the issuance of Class B units was excluded.
Consolidated Statements of Operations, page F-13
4. Please disclose your cost of products sold related to your
revenues separately from your cost of products sold.  Since
revenues are greater than ten percent of total revenues these
are required to be presented separately.  Refer to Rule 5-03 of
Regulation S-X.

Notes to Consolidated Financial Statements

Note 2.  Presentation of Financial Information, page F-24
5. Please explain why you presented this pro forma information for
the years ended August 31, 2004 and 2003.  If such information is
required by promulgated GAAP or Regulation S-X, it may not be safe
harbored under Item 10(e)(5) of Regulation S-K and, if presented,
would appear to be a non-GAAP performance measure.  If this
information is considered a non-GAAP measure then Item
of Regulation S-K would prohibit the presentation of this
in your footnotes.  Please revise or advise.

Note 15. Reportable Segments, page F-64
6. Please revise the paragraph preceding the tabular disclosure of
segment amounts on page F-66 to indicate that the amounts
in the table are "audited" since amounts in the table represent
disclosures required by paragraphs 25-28 of SFAS 131.  We assume
the volume data could be labeled "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 5, 2006
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