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SEC Company Response from DCP Midstream, LP (CIK 0001338065) — Nov 29, 2005

DCP Midstream, LP (CIK 0001338065)
Date: Nov. 29, 2005 · CIK: 0001338065 · Accession: 0000950129-05-011449

AI Filing Summary & Sentiment

File numbers found in text: 333-128378

Date
November 29, 2005
Author
DCP MIDSTREAM PARTNERS, LP
Form
CORRESP
Company
DCP Midstream, LP (CIK 0001338065)

Letter

Via EDGAR and FACSIMILE Securities And Exchange Commission Division of Corporation Finance Attention: H. Christopher Owings, Assistant Director Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-128378) of DCP Midstream Partners, LP (the “Partnership”)

Dear Mr. Owings:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effectiveness of the above-referenced Registration Statement be accelerated so that the Registration Statement will become effective at 3:00 p.m. (Washington D.C. time) on December 1, 2005, or as soon thereafter as practicable.

The Partnership hereby acknowledges to the Securities and Exchange Commission (the “Commission”) that should the Commission or the staff of the Division of Corporation Finance (the “Staff”) acting pursuant to delegated authority, declare the filing effective, it (i) does not foreclose the Commission from taking any action with respect to the filing and (ii) does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosures in the filing. The Partnership further acknowledges that it may not assert 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.

Very truly yours,
DCP MIDSTREAM PARTNERS, LP

Show Raw Text
CORRESP
1
filename1.htm

corresp

370 17th Street, Suite 2775

Denver, Colorado 80202

November 29, 2005

Via EDGAR and FACSIMILE

Securities And Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: H. Christopher Owings, Assistant Director

    Re:

    Request for Acceleration of Effectiveness of Registration Statement on Form S-1

(File No. 333-128378) of DCP Midstream Partners, LP (the “Partnership”)

Dear Mr. Owings:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the
effectiveness of the above-referenced Registration Statement be accelerated so that the
Registration Statement will become effective at 3:00 p.m. (Washington D.C. time) on December 1,
2005, or as soon thereafter as practicable.

     The Partnership hereby acknowledges to the Securities and Exchange Commission (the
“Commission”) that should the Commission or the staff of the Division of Corporation Finance (the
“Staff”) acting pursuant to delegated authority, declare the filing effective, it (i) does not
foreclose the Commission from taking any action with respect to the filing and (ii) does not
relieve the Partnership from its full responsibility for the adequacy and accuracy of the
disclosures in the filing. The Partnership further acknowledges that it may not assert 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.

    Very truly yours,

DCP MIDSTREAM PARTNERS, LP

DCP MIDSTREAM GP, LP

Its General Partner,

DCP MIDSTREAM GP, LLC

Its General Partner

    By:
    /s/ Michael S. Richards

    Name:
    Michael S. Richards

    Title:
    Vice President, General Council and Secretary