SecProbe.io

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<TYPE>LETTER
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Mail Stop 3561
      September 30, 2005

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

      Re:	Energy Transfer Equity, L.P.
		Registration Statement on Form S-1
      Filed September 2, 2005
		File No. 333-128097

Dear Mr. McReynolds:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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
supplemental 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.

Cover Page
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range on the cover page
and
the dilution amounts on page 47.  We note, however, that you have
stated the midpoint of the price range elsewhere in the document.
Therefore, it is unclear why you have not disclosed the price
range.
If the included information changes, we may have additional
comments.
Please allow us sufficient time to review your complete disclosure
prior to any distribution of preliminary prospectuses.

2. Please indicate that a portion of the proceeds will be used to
repay indebtedness to an affiliate of one of your underwriters.
Also, please clarify that the net proceeds of the $600 million
term
loan were used to make a distribution to your current equity
holders.
Disclose the purpose of the indebtedness throughout the
prospectus,
including in the Use of Proceeds section.
3. Please delete the word "rapidly-growing" from the second
paragraph.
4. You have included underwriters in addition to the managing
underwriters you identified on page 212.  Please identify only the
lead or managing underwriters.  Refer to Item 501(b)(8) of
Regulation
S-K.
5. Provide us in a timely manner copies of any artwork that you
intend to use.  Please be advised that we may have comments on
these
materials and you should consider waiting for our comments before
printing and circulating any artwork.

Prospectus Summary, page 1
6. We remind you that the summary should provide a brief overview
of
the key aspects of the offering and you.  As currently drafted,
your
22-page summary is too long and some of the disclosure is repeated
in
the body of the prospectus.  Please revise to eliminate
redundancies
and reduce the detail provided in the summary.  Also, the forward-
looking statements should follow the risk factors.
7. We note several claims you make, for example, your statement on
page 1 that ETP is the third largest publicly traded master
limited
partnership in equity market capitalization and your statement on
page 78 that ETP is the fourth largest retail manufacturer of
propane
in the United States.  For these and similar claims elsewhere,
please
provide us annotated documentary evidence substantiating them.  In
addition, for each use of industry data and statistics, tell us
whether this source is publicly available.  If it was prepared
especially for you, file a consent for that industry source.
Additionally, provide us with annotated copies of the cited
materials
as support.
8. Please state in this section that you will make an initial
quarterly distribution of $0.175 per common unit.  In addition,
state
the approximate date when you expect to pay the initial quarterly
distribution.
9. Please clarify throughout that you will purchase the additional
units directly from ETP and not from the equity holders.

Our Management, page 7
10. You state here and on page 13 that your general partner, LE
GP,
LLC, will manage your operations and activities.  Please clarify
here
and in the cash distributions sub-section on page 12 whether LE
GP,
LLC will establish the quarterly cash distribution levels for your
common units and establish the cash reserves and payment of fees
and
expenses, including payments to LE GP, LLC and ETP.

Comparison of Rights of Holders of Our Common Units and ETP`s
Common
Units, page 8
11. In the table on page 9, where you discuss the respective
sources
of cash flow, please clarify briefly that ETP may be your
potential
competitor in the process of conducting its business and
operations,
as you discuss on page 25.
12. Here or in an appropriate location discuss the rights of the
holders of the Class D and E unitholders.

The Offering, page 12
13. Where you generally discuss your distribution policy, as in
this
section, please revise to state what you "will" pay instead of
what
you "intend" or "expect" to pay.
14. With respect to the limited call right, please disclose the
amount of your ownership that will be held by affiliates at the
offering date.

Risk Factors, page 23

In the future, we may not have sufficient cash to pay
distributions..., page 23
15. We note on page 13 that you will have sufficient cash from
operations to make the initial quarterly distribution on all units
for each quarter through August 31, 2006.  Please disclose in this
location the dollar amount of available cash you need for this
stated
purpose.

Our general partner only has one executive officer..., page 26
16. Please clarify whether Mr. McReynolds will continue to serve
as
your chief financial officer following the offering.  We note that
Mr. McReynolds was a partner at a law firm prior to becoming your
president and chief financial officer.  We further note that you
cite
risks regarding compliance with section 404 of the Sarbanes-Oxley
Act.  To the extent that Mr. McReynolds does not have an
accounting
or finance background, disclose any risks related to him serving
as
your chief financial officer.

Although we control ETP through our ownership of its general
partner..., page 39
17. You state on page 8 that ETP`s cash distributions to its
common
unitholders have a priority over your incentive distribution
rights
in ETP.  Please discuss briefly, if appropriate, how ETP`s
inability
to meet its minimum quarterly distribution to its own unitholders
may
result in decreased distributions to you.
Potential conflicts of interest may arise among our general
partner,
its affiliates and us..., page 40
18. In the fourth bullet point you state that your general partner
determines which costs incurred by it and its affiliates are
reimbursable by you.  Please expand the risk factor caption and
disclosure to include a brief discussion of the risk that if you
are
unable or unwilling to fully reimburse or indemnify your general
partner for obligations and liabilities it incurs in managing your
business, the value of your general partner, and therefore the
value
of your common units, may decline.
Our Cash Distribution Policy and Restrictions on Distributions,
page
48
19. Please change the caption entitled Restrictions on Our Ability
to
Change Our Cash Distribution Policy to reflect accurately the fact
that you also discuss in the sub-section the various limitations
on
your ability to make quarterly distributions.  Also, please
include
any limitations on your ability to make distributions that will be
imposed by the new term loan that you refer to on page 110.

Our Initial Distribution Rate, page 49
20. Please disclose the factors based on which you have determined
the minimum quarterly distribution.  To the extent applicable,
provide specific detail for each factor, for example, expected
cash
requirements or amount and due date of any material debt payment,
and
so on.
21. You state on page 50 that you will distribute all your
available
cash to common unitholders of record on a quarterly basis, and as
part of calculating available cash, you subtract the amount of
cash
reserves that your "general partner determines is necessary or
appropriate."  Please make clear wherever you discuss available
cash
whether your general partner has absolute discretion to determine
the
amount or is limited by standards of reasonableness or other
restraints.  In addition, clarify whether your general partner has
the right to modify or repeal your distribution policy at any time
and for or without any reason.

Unaudited Pro-Forma Consolidated Available Cash, page 53
22. Please add a footnote which shows your calculation of your
proceeds from the issuances of ETP common units or add a cross
reference to show specifically where this information can be
found.
Additionally, please disclose to whom the common units were
issued.
23. Your table on page 53 shows additional expenses of being a
public
company of $1.7 million for the year ended August 31, 2004 and
$1.3
million for the nine months ended May 31, 2005.  Footnote (c)
discloses $2.5 million in incremental expenses.  Please advise or
revise.

Estimated Cash Available to Pay Distributions Based Upon Estimated
Consolidated Adjusted EBITDA, page 58
24. Please explain the significant fluctuations in expected sales
of
natural gas and NGLs in the midstream segment for fiscal year end
August 31, 2006 as compared to fiscal year end August 31, 2004 pro
forma amounts.
25. Please explain the significant increase in EBITDA for the
transportation segment from $63.7 million for the year ended
August
31, 2004 to the $275 million estimate for the 12 months ended
August
31, 2006.  We assume the increase is due primarily to acquisition
activity and the completion of construction of certain projects.
Please clarify the extent to which acquisitions and new
construction
contributed to the increase in EBITDA.  Please also clarify your
growth assumptions to the extent that any of the increase reflects
assumed organic growth.
26. Please explain why you include the $131 million proceeds from
the
equity offering in this table.  Based on disclosure in note (h) we
assume you are referring to the common units that you plan to
purchase from Energy Transfer Partners, L.P. noted in the Use of
Proceeds section on page 45.  If our assumption is correct, please
explain why this adjustment is necessary since you consolidate
Energy
Transfer Partners, L.P. and there would be no consolidated net
impact
on cash.  Notwithstanding the preceding, please explain whether
you
expect to depend on equity issuances in future periods to support
the
payment of cash distributions to existing unit holders.

Distributions of Cash upon Liquidation, page 66
27. If the general partner has a priority on distribution to the
common unitholders in the event of a liquidation, please describe
their different rights.

Management`s Discussion and Analysis, page 72
28. Please note that Item 303(a)(3)(ii) of Regulation S-K
requires,
as applicable, a discussion of any known trends or uncertainties
that
may materially affect your business or operations.  Please expand
this section to discuss in reasonable detail any known material
trends and uncertainties that will have or are reasonably likely
to
have a material impact on your revenues or income or result in
your
liquidity decreasing or increasing in any material way.  For
example,
if relevant, you may discuss the evolving trends in the midstream,
transportation and storage of natural gas, the natural gas and
propane prices, the nature of your competition, the consumer
demands
for natural gas and propane in the geographical markets where you
operate, and so on.  In doing so, provide additional information
about the quality and variability of your earnings and cash flows
so
that investors can ascertain the likelihood of the extent past
performance is indicative of future performance.  Also, please
discuss whether the recent hurricanes had a material effect on
your
business or operations.  In addition, discuss in reasonable
detail:
* the economic or industry-wide factors relevant to your company,
and
* the material opportunities, challenges and risks in short and
long
term and the actions you are taking to address them.
  	Please refer to SEC Release No. 33-8350.

Financial Presentation, page 74
29. Your disclosure here suggests that you record the gains
resulting
from the issuances of Energy Transfer Partners, L.P. common units;
however, on page F-38, Gains on Issuances of Subsidiary Units, you
disclose that you elected not to record such gains.  Please advise
or
revise.

Debt Obligations, page 109
30. Please identify the institution with which you have a $600
million senior secured term loan agreement and the institution
with
which you expect to enter into a credit facility of up to $100
million.  Please explain the reason for entering into the new term
loan facility.

Legal Proceedings, page 146
31. Please describe the nature of the SCANA litigation.  See Item
103
of Regulation S-K.

Management, page 148
32. In this table on page 148, please clarify which director will
resign from the board of directors of your general partner upon
closing.  Also, update the ETP table to identify the directors
that
will not stand for re-election.
33. Please provide dates to account for the business experience of
Messrs. Rioux and Collins for the past five years.  See Item
401(e)(1) of Regulation S-K.

Security Ownership of Certain Beneficial Owners and Management,
page
163
34. Please identify the persons who exercise voting and investment
control over the securities held of record by the non-public
entities
listed on pages 163 and 164.  Also, please include the addresses
for
each of the beneficial holders.  For example, we note that you
have
not included Mr. Hersh`s and Natural Gas Partners VI, L.P.`s
addresses on page 163 and Ms. Hicks`s address on page 164.
35. We note on pages 45 and 212 that the net proceeds from any
exercise of the underwriters` over-allotment option will be used
to
redeem an equal number of units from affiliates of your current
equity partners.  It appears that doing so would render those
affiliates selling security holders in this offering.  Please
advise.
With respect to any beneficial owner whose common units are
subject
to the over-allotment option, include the selling security holder
information in the Security Ownership of Certain Beneficial Owners
and Management section on page 163.  In that table, please list
the
unit amounts those persons might have redeemed if identical units
are
sold for the over-allotment option and identify each beneficial
owner
who is a selling security holder as an underwriter in the event
the
over-allotment option is exercised.
Conflicts of Interest and Fiduciary Duties, page 168

Conflicts of Interests, page 168
36. It appears that your general partner may make certain
decisions
without others` approval.  Please specify all decisions or types
of
decisions your general partner is entitled to make in its sole
discretion.  In addition, if there is any appreciable likelihood
that
your general partner would exercise its power to withhold its
consent
to an assignee requesting admission as a substituted limited
partner,
as described on page 173, please include an appropriate risk
factor
discussing the negative impact on liquidity of that a power of
your
general partner.

Fiduciary Duties, page 170
37. On page 172 you state that in order to become one of your
limited
partners, "a common unitholder is required to agree to be bound by
the provisions in the partnership agreement..."  Please clarify
that
the limited partners agree to be bound by the partnership
agreement
by purchasing common units.
Under