SecProbe.io

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Mail Stop 3561
      December 16, 2005

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.
		Registration Statement on Form S-4
      Filed November 23, 2005
		File No. 333-129920
		Form 10-K/A for Fiscal Year Ended August 31, 2005
		Filed December 12, 2005
		File No. 1-11727

Dear Mr. Krimbill:

	We have limited our review of your filings to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
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.

Form S-4

Fee Table
1. Please note that because guarantees of securities are
securities
themselves for purposes of the Securities Act of 1933, absent an
exemption, both the guaranteed securities and the guarantee must
be
registered when initially offered to the public.  Please revise
the
registration fee table to include guarantees underlying the notes
as
a class of separate securities to be registered.  Refer to SEC
Release 33-7878, dated August 15, 2000.

Form 10-K for Fiscal Year Ended August 31, 2005
Item 9A.  Controls and Procedures, page 77
Changes in Internal Control Over Financial Reporting, page 79
2. Please revise the first paragraph to state that there have been
changes in your internal controls over financial reporting and
that
the changes relate to HPL acquisition, and then discuss those
changes.  Refer to Item 308(c) of Regulation S-K.
Consolidated Statements of Operations, page F-6
3. In future filings please disclose your cost of products sold
related to your propane revenues separately from your cost of
products sold.  Since propane revenues are greater than ten
percent
of total revenues these amounts 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-16
4. Please explain why you presented this pro forma information for
the years ended August 31, 2004 and 2003.  If such information is
not
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
10(e)(i)(2)(C)
of Regulation S-K would prohibit the presentation of this
information
in your footnotes.  Please revise or advise.

* * * * *

      As appropriate, please amend your registration statement and
Form 10-K in response to these comments.  You may wish to provide
us
with marked copies of the amendments to expedite our review.
Please
furnish a cover letter with your amendments 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 amendments
and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that the filing includes all information required under
the
Securities Act of 1933 and they have provided all information
investors require for an informed investment 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	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.
December 16, 2005
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