SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Mail Stop 3-8

										January 10, 2005

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 reviewed your responses in your letter dated December
29, 2004 and have the following 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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Amendment No.1 to Form  S-3 filed January 6, 2005

1. The interim financial statements in Form S-3 should be updated
to
November 30, 2004, to comply with Rule 3-12(g)(1)(i)(B) of
Regulation
S-X at the effective date.

2. 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. This information was requested in our
previous letter.

As appropriate, please 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.
Please
file your response letter on EDGAR.  Please understand that we may
have additional comments after reviewing your responses to our
comment.

	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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January 10, 2005
Page 2

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