SecProbe.io

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Mail Stop 3-8

										December 13,
2004

By Facsimile and U.S. Mail

Mr. H. Michael Krimbill
President and Chief Financial Officer
Energy Transfer Partners, L.P.
2838 Woodside Street
Dallas, Texas 75204

		RE:	Form S-3 filed November 24, 2004
			Form 10-K, for the year ended August 31, 2004
			Filed November 15, 2004

			File No.  1-11727

Dear Mr. Krimbill

	We have performed a targeted review of your filing and have
the
following comments.  As indicated below, we request supplemental
information from you in response to these comments.  Please be as
detailed as necessary in your response.

	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.

FORM 10-K FOR THE YEAR ENDED AUGUST 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Analysis of Historical Results of Operations, page 43

1. Please revise your discussion of the aggregate unaudited
results
of operations for the year ended August 31, 2004 and 2003 to
identify
amounts as Non-GAAP measures.  See Item 10(e)(2)(ii) of Regulation
S-
K.

EBITDA, as adjusted reconciliation, page 48

2. You have presented the non-GAAP measure "EBITDA, as adjusted"
based on aggregate amounts.  Please revise your table to reconcile
these measures to the most directly comparable financial measure
presented in accordance with GAAP, net income.  We believe that
you
could accomplish this by revising your "Actual EBITDA, as
adjusted"
column for the year ended August 31, 2004 to include one or more
line
items for Heritage`s historical operations from September 1, 2003
to
January 19, 2004 to arrive at "Aggregate EBITDA, as adjusted."  We
expect that you would similarly revise the August 31, 2003 column
to
include Heritage`s historical operations from September 1, 2002 to
August 31, 2003.  We would not object to you including your
reconciliation of the non-GAAP measure "Aggregate net income" to
the
non-GAAP measure "Aggregate EBITDA, as adjusted" as a footnote to
the
table to supplement your "Aggregate EBITDA, as adjusted"
disclosures.
See Item 10(e) of Regulation S-K and Question 1 of the Staff`s
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures issued June 13, 2003.

	As appropriate, respond to this comment within 10 business
days
or tell us when you will provide us with a response.  Please
provide
us with a response letter that keys your responses to our comments
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please file your response
letter as a correspondence file on EDGAR.  Please understand that
we
may have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comment or changes to disclosure in response to staff
comment
do not foreclose the Commission from taking any action with
respect
to the filing; and

* the company may not assert staff comment as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Anthony Watson, Staff Accountant, at (202) 942-7781
or, in his absence, to the undersigned at (202) 942-2905.  Any
other
questions regarding disclosures issues may be directed to H.
Christopher Owings, Assistant Director at (202) 942-1900.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief
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December 13, 2004
Page 3

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