SecProbe.io

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Mail Stop 3561
      October 14, 2005

Michael J. Bradley
President and Chief Executive Officer
DCP Midstream Partners, LP
370 17th Street, Suite 2775
Denver, Colorado 80202

      Re:	DCP Midstream Partners, LP
		Registration Statement on Form S-1
      Filed September 16, 2005
		File No. 333-128378

Dear Mr. Bradley:

	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.
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. Provide us with a copy of the picture or graphics that you
intend
to use.  Please note that we may have comments after our review of
the artwork and that you should consider waiting to receive our
clearance of the artwork before you print and circulate it.
3. We note on pages 8, 154 and elsewhere that the net proceeds
from
any exercise of the underwriters` over-allotment option will be
used
to borrow from a credit facility, the proceeds of which will be
used
in turn to redeem an equal number of units from affiliates of Duke
Energy Field Services.  Utilizing proceeds from the sale of units
to
redeem an equal number of units from affiliates of Duke Energy
Field
Services appears to constitute a sale of those units for the
account
of those affiliates, rendering them selling shareholders in this
offering.  Please advise or revise.
Inside Front Cover Page, page iv
4. Please delete the discussion at the end of the section
underneath
the Table of Contents dealing with explanations of references to
certain terms.  The excessive detail is not consistent with the
disclosure required of you by Item 502 of Regulation S-K.  When
you
use defined terms like "Duke Field Energy Services" or pronouns
like
"we" in the prospectus, please ensure that the references are
clear
from the context of the disclosure in the prospectus.

Summary, page 1
5. We remind you that the summary should provide a brief overview
of
the key aspects of the offering and your business.  As currently
drafted, your 11-page base summary is too long and some of the
disclosure is repeated more appropriately and completely later in
the
prospectus.  Please revise to eliminate redundancies and reduce
the
detail provided in the summary.
6. Please delete defined terms like "NGL,"  "PELICO," or "IRS"
from
this section and the rest of the forepart of the prospectus.  See
Rule 421(d) of Regulation C.
7. We note your discussion of the EBITDA you have generated
through
June 30, 2005.  Please delete any reference to non-GAAP financial
measures from the base summary.

Summary of Conflicts of Interest and Fiduciary Duties, page 7
8. We note on page 9 in The Offering sub-section that your general
partner has significant ability to reset incentive distribution
rights.  Please discuss briefly here how your general partner will
receive increasing percentages of the cash you distribute in
excess
of 115% of the highest quarterly cash distribution per common
unit,
and how this right to reset the minimum quarterly distribution
amount
and the target distribution levels can be exercised without
approval
of your common unit holders or the conflicts committee of your
general partner.

The Offering, page 8
9. Where you generally discuss your distribution policy, as in
this
section, please revise to state what you "will" pay instead of
what
you "intend" to pay common unit holders.

Cash Distributions, page 8
10. The current disclosure on the ability of your general partner
to
reset incentive distribution rights for common units is difficult
to
understand.  Please clarify in simple language the mechanism of
the
rest option, when it can be exercised, for what purpose, and to
what
effect upon the distributions to your common unit holders.

Subordinated Units, page 10
11. Please clarify, if accurate, that the subordination period
generally cannot end before December 31, 2008 or, at any event,
before December 31, 2007.

Non-GAAP Financial Measures, page 15
12. We note your presentation of segment EBITDA for both your
segments.  Although you indicate that management uses segment
EBITDA
as a supplemental performance measure, we note that it is not
presented in your segment footnote to your financial statements.
Segment measures that are adjusted to exclude amounts included in
the
measure reported to the chief operating decision maker for
purposes
of making decisions about allocating resources to the segment and
assessing its performance do not comply with FASB Statement 131
and
are subject to all of the prohibitions of Regulation G and Item
10(e)
of Regulation S-K.  Therefore, please revise to remove your
segment
EBITDA measures here and elsewhere in your document.  Refer to the
segment information section of our Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm

Risk Factors, page 16
13. Some of your risk factors are unduly vague and do not contain
adequate information either identifying the risk or the effects of
the risk.  Please revise to include sufficient, specific
information
to assess the risk discussed.  Examples include:

* "The amount of cash we have available for distribution to
unitholders...," page 17.  Please state whether the amount of pro
forma available cash to pay distributions that you have generated
so
far would have been sufficient to allow you to pay the full
minimum
quarterly distribution on the common and subordinated units and
DCP
Midstream GP, LP`s 2% general partner interest during that period.
* "We depend on certain key producers and other customers...,"
page
19.  Please disclose the percentage of your total natural gas
supply
you have sold to each of your key customers.

* Our debt levels may limit our flexibility in obtaining
additional
financing..., page 25.  Please disclose the total dollar amount of
debt you currently owe, exclusive of the $300 million credit
facility
to which you expect to enter.

* "Potential changes in accounting standards might cause us to
revise
our financial results...," page 26.  Please make this discussion
specific to identify why this risk is particularly applicable to
you.

* "If we fail to develop or maintain an effective system of
internal
controls...," page 26.  Similarly, please discuss why you are
particularly vulnerable to this risk and why this risk is germane
to
you more than other companies generally.

* "Duke Energy Field Services and its affiliates are not limited
in
their ability to compete with us," page 28.  Please revise the
caption to reflect the real nature of this risk and the probable
effects of this risk to investor.
These are only examples.  As a general matter, you should express
your risk factors in more concrete terms with adequate, but not
excessive, non-generic detail so that readers are able to clearly
identify and assess the magnitude of the risk.  Do not assume that
investors will be able to decipher the risk.
14. Some risk factors discuss more than one discrete risk.  For
example, each of the risk factors captioned "Duke Energy Field
Services controls our general partner..." on pages 27-28 and "Our
partnership agreement limits our general partner`s fiduciary
duties..." on page 29 is excessively long and appears to cluster
together multiple risks.  Please shorten the discussion by
unbundling
the risks, categorizing them under different headings if
necessary.

We may not have sufficient cash from operations..., page 16
15. We note on page 9 that you will have sufficient cash from
operations to make the initial quarterly distribution on all units
for each quarter through December 31, 2006.  Please disclose here
the
dollar amount of available cash you need to make cash
distributions
on your common units at the initial distribution rate.

Duke Energy Field Services controls our general partner..., page
27
16. In the ninth 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 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.

We may issue additional units without your approval..., page 31
17. Please expand the discussion to explain briefly the risks
associated with the unrestricted sale of units by affiliates of
your
general partner after this offering.

Use of Proceeds, page 36
18. The disclosure under the fourth bullet point is unclear.
Please
revise to disclose the dollar amount you intend to allocate to
each
of your stated need to the extent known and practicable.
Our Cash Distribution Policy and Restrictions on Distributions,
page
40
19. If applicable, please discuss any limitation on the transfer
of
cash from your operating subsidiaries at the operating company
level
to you at the holding company level.  Also expand the discussion
at
the bottom of page 41 to clarify, if accurate, that unit holders
on
their own have no contractual or other legal rights to
distributions
from you and can only depend on the obligations you need to
perform
under your partnership agreement that relate to cash
distributions,
which is an agreement to which they have no legal standing.
20. We note on pages 41-42 that you will distribute all your
available cash to common unit holders of record on a quarterly
basis,
and as part of calculating available cash, you subtract from cash
generated from business any amount of expenses and 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, fairness or other restraints.  In
addition, clarify whether your general partner has the right to
modify or repeal your dividend policy at any time and for or
without
any reason.

General, page 40
21. Please combine the two sub-sections on page 41 into one sub-
section discussing the limitations to your growth.

Our Initial Distribution Rate, page 41
22. Please briefly convey after the table at the bottom of page 41
that the subordinate units may expire as early as December 31,
2007
and that in their place the general partner has the right to
receive
Class B units with a reset incentive distribution rate.  Please
also
provide corresponding footnote disclosure in the historical and
next-
twelve-months available cash tables, with more extensive
disclosure
as appropriate regarding the potential impact upon your ability to
pay distributions as a result of the incentive distribution
rights.
23. The language of the first full paragraph on page 42 is
confusing.
Please break the paragraph into easily intelligible sentences for
the
enhanced readability of investors.

Unaudited Pro Forma Available Cash for Year Ended December 31,
2004
and Twelve Months Ended June 30, 2005, page 42
24. We note that EBITDA for DCP Midstream Partners Predecessor for
the year ended December 31, 2004 includes an impairment charge for
your equity method investment of $4.4 million, which is excluded
from
net cash provided by operating activities on DCP Midstream
Partners
Predecessor`s combined statement of cash flows for the year ended
December 31, 2004, making it necessary to present a $4.4 million
reconciling item between net cash provided by operating activities
and EBITDA in your calculation of Unaudited Pro Forma Available
Cash.
We further note that you have presented a reconciling item of $4.4
million entitled "other, including changes in non-current assets
and
liabilities" in your reconciliation of Net Cash Provided by
Operating
Activities to EBITDA for the year ended December 31, 2004.  Please
re-title this reconciling item as "Non-cash impairment of equity
method investment."  If the amount does not relate to the
impairment
charge, please explain.

Financial Forecast for the Twelve Months Ending December 31, 2006,
page 45
25. It appears that you may be presenting a forecast of your
operations over the next twelve months rather than the minimum
EBITDA
required to pay your minimum cash distribution over this period.
Please note that the purpose of this section is to present the
minimum EBITDA you need to generate over the next twelve months in
order to pay the minimum cash distribution for this period.  In
this
regard, we would expect your Statement of Forecasted Results of
Operations and Cash Flows on page 47 to be appropriately re-titled
along with the following changes:

* This table should reconcile the minimum EBITDA required to pay
the
minimum cash distributions over the next twelve-month period.

* Minimum EBITDA should be adjusted to arrive at cash available to
pay distributions.  Adjustments should include items arising from
investing and financing activities such as cash interest expense,
maintenance capital expenditures, expansion capital expenditures,
borrowings, and equity issuances which would impact the amount of
cash available for distribution.

Significant Forecast Assumptions, page 47
26. Please revise this caption to read "Assumptions and
Considerations."
27. Please expand your discussion to quantify the impact of your
assumptions as they relate to your estimated minimum EBITDA
required
to pay the minimum cash distributions over this period.  Please
also
quantify the impact of your assumptions to the historical periods
as
they relate to EBITDA.

Selected Historical and Pro-Forma Financial and Operating Data,
page
64
28. Please include a line item for long-term debt in order to
reflect
the borrowings under your new credit facility on your pro-forma
balance sheet at June 30, 2005.  Refer to Item 301(b)(2) of
Regulation S-K.  Please similarly revise your Summary Historical
and
Pro Forma Financial and Operating Data on page 13.

Management`s Discussion and Analysis, page 65

General Trends and Outlook, page 66
29. We note that you discuss certain factors that would affect
your
results of operations and the general trends and outlook in your
industry.  Please discuss here and in the Risk Factors, as
applicable, any material adverse effects the recent hurricanes
have
had on your business, operations, facilities and customers.  If
you
were adversely affected by the hurricanes, include a concise
discussion in the prospectus summary.

Results of Operations, page 73
30. Throughout this section, you have not provided explan