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Pricing Info Cover Letter for WGP IPO

 [Letterhead of Western Gas Equity Partners, LP]

November 28, 2012

 Via EDGAR and
Federal Express

 Mara L. Ransom

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Western Gas Equity Partners, LP

Registration Statement on Form S-1

 File No. 333-184763

 Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), Western Gas Equity Partners, LP (the “Partnership”) hereby submits the proposed offering terms of its initial public offering
(the “Offering”), including a bona fide price range pursuant to Item 503(b)(3) of Regulation S-K. These pricing terms will be included in a future amendment to the Registration Statement on Form S-1, File
No. 333-184763 (the “Registration Statement”). The provided terms are a bona fide estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of November 28,
2012. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.

 The Partnership proposes to price the Offering with a bona fide price range of $19.00 to $21.00 per common unit, with a midpoint of $20.00 per common unit. In the Offering, the Partnership proposes to
sell up to 17,250,000 common units representing limited partner interests in the Partnership. As discussed with members of the Staff, this range is initially being provided for your consideration by correspondence given the Partnership’s and
the underwriters’ concern regarding providing such information significantly in advance of the launch of the offering given recent market volatility as well as our desire to provide all information necessary for the Staff to complete its review
on a timely basis.

 Additionally, the Partnership is enclosing its proposed marked copy of those pages of the Registration
Statement that will be affected by the offering terms set forth herein. These marked changes will be incorporated into a future amendment to the Registration Statement.

 The Partnership seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.

 Securities and Exchange Commission

 November 28, 2012

  Page
 2

 Please direct any questions that you have with respect to the foregoing or if any
additional supplemental information is required by the Staff, please contact David P. Oelman of Vinson & Elkins L.L.P. at (713) 758-3708.

Very truly yours,

By:

/s/ David P. Oelman

David P. Oelman

 Enclosures

cc:
Lisa Sellars (Commission)

Jennifer Thompson (Commission)

 Scott Anderegg (Commission)

 Catherine Brown (Commission)

Alan Beck (Vinson & Elkins L.L.P.)

 Donald R. Sinclair (Partnership)

 Philip H. Peacock (Partnership)

 The information in this preliminary prospectus is not complete and may be changed. These securities
may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.

Subject to Completion, dated November 28, 2012

PROSPECTUS

 15,000,000 Common Units

 Representing Limited Partner Interests

  This is the initial public offering of the common
units of Western Gas Equity Partners, LP. We are offering 15,000,000 common units. No public market currently exists for our common units. We have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange
under the symbol “WGP.” We currently estimate that the initial public offering price will be between $19.00 and $21.00 per common unit.

Investing in our common units involves risks. See “Risk Factors” beginning on page 22 of this prospectus. These risks
include the following:

•

 Our only cash-generating assets are our partnership interests in Western Gas Partners, LP (“WES”), and our cash flow is therefore completely dependent
upon the ability of WES to make cash distributions to its partners.

•

 WES’s general partner, with our consent but without the consent of our unitholders, may limit or modify the incentive distributions we are entitled to
receive from WES, which may reduce cash distributions to you.

•

 A reduction in WES’s distributions will disproportionately affect the amount of cash distributions to which we are currently entitled.

•

 Our unitholders do not elect our general partner or vote on our general partner’s directors. In addition, upon completion of this offering, Anadarko will
own a sufficient number of our common units to allow it to prevent the removal of our general partner.

•

 WES’s general partner owes duties to WES’s unitholders that may conflict with our interests, including in connection with the terms of contractual
agreements between us and WES; the determination of cash distributions to be made by WES; and the determination of whether WES should make acquisitions and on what terms. Additionally, our and WES’s partnership agreements contain modifications
of state law fiduciary duty obligations which may limit an investor’s remedies.

•

 Because WES is substantially dependent on Anadarko as its primary customer and ultimate owner of its general partner, any development that materially and
adversely affects Anadarko’s operations, financial condition or market reputation could have a material and adverse impact on WES and us.

•

 Because of the natural decline in production from existing wells, WES’s success depends on its ability to obtain new sources of natural gas, which is
dependent on certain factors beyond its control. Any decrease in the volumes of natural gas that WES gathers, processes, treats and transports could adversely affect its business and operating results.

•

 Our taxation as a flow-through entity depends on our status as a partnership for U.S. federal income tax purposes. Likewise, WES’s taxation as a
flow-through entity depends on its status as a partnership for U.S. federal income tax purposes. If the IRS were to treat WES or us as a corporation for federal income tax purposes, then our cash available for distribution to you could be
substantially reduced.

•

 The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative
changes and differing interpretations, possibly on a retroactive basis.

 In addition, we qualify as an “emerging growth
company” as defined in Section 2(a)(19) of the Securities Act of 1933 and, as such, are allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify. Furthermore, for so long as we remain an
emerging growth company, we will qualify for certain limited exceptions from investor protection laws such as the Sarbanes Oxley Act of 2002 and the Investor Protection and Securities Reform Act of 2010. Please read “Prospectus
Summary—Emerging Growth Company Status” and “Risk Factors.”

Per Common Unit

Total

 Price to the public

$

$

 Underwriting discounts and commissions (1)

$

$

 Proceeds to Western Gas Equity Partners, LP (before expenses)

$

$

(1)
Excludes a structuring fee of an aggregate of $1.0 million payable to Barclays Capital Inc. and Citigroup Global Markets Inc. Please read “Underwriting.”

  We have granted the underwriters a 30-day option to purchase up to an additional 2,250,000 common units on the same terms and
conditions as set forth above if the underwriters sell more than 15,000,000 common units in this offering.

 Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Barclays, on behalf of the underwriters, expects to deliver the common units on or
about                     , 2012.

Barclays

Citigroup

Deutsche Bank Securities

Morgan Stanley

Goldman, Sachs & Co.

RBC Capital Markets

UBS Investment Bank

Wells Fargo Securities

BMO Capital Markets

Global Hunter Securities

Janney Montgomery Scott

Ladenburg Thalmann & Co. Inc.

  Tudor, Pickering, Holt & Co.

  Prospectus dated
                    , 2012

  We own the general partner of Western Gas Partners, LP (WES), all of the incentive
distribution rights in WES, and 46,570,413 WES common units.

 WES’S MIDSTREAM ASSETS

 PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that you should
consider before making an investment decision. You should read the entire prospectus, including the historical and pro forma financial statements and the notes to those financial statements, for a more complete understanding of this offering of
common units. You should read “Risk Factors” for more information regarding risks you should consider before investing in our common units. Unless the context otherwise indicates, the information included in this prospectus assumes
(i) that the underwriters do not exercise their over-allotment option, (ii) an initial public offering price of $20.00 per common unit (the midpoint of the range set forth on the cover page of the prospectus) and (iii) that we will
use the net proceeds of this offering to purchase 5,997,174 WES (as defined below) common units and 122,391 WES general partner units, in each case, at a purchase price of $46.00 per unit.

Throughout this prospectus, when we use the terms “WGP,” “we,” “us,” “our” and “Western
Gas Equity Partners, LP,” we are referring to Western Gas Equity Partners, LP in its individual capacity or to Western Gas Equity Partners, LP and its consolidated subsidiaries collectively, as the context requires. As used in this prospectus,
(i) “our general partner” refers to Western Gas Equity Holdings, LLC, the general partner of Western Gas Equity Partners, LP; (ii) “WES” refers to Western Gas Partners, LP in its individual capacity or to Western Gas
Partners, LP and its subsidiaries collectively, as the context requires; (iii) “WES GP” refers to Western Gas Holdings, LLC, our wholly owned subsidiary and the general partner of Western Gas Partners, LP;
(iv) “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries and affiliates, other than us, our general partner, WES GP, WES, and its subsidiaries as of the closing date of this offering; and (v) “Anadarko
Petroleum Corporation” refers to Anadarko Petroleum Corporation excluding its subsidiaries and affiliates. We include a glossary of some of the terms used in this prospectus as Appendix B.

Western Gas Equity Partners, LP

 We are a Delaware limited partnership formed to own three types of partnership interests in Western Gas Partners, LP, a publicly traded limited partnership (NYSE: WES). WES is a growth-oriented Delaware
master limited partnership organized by Anadarko Petroleum Corporation (NYSE: APC) to own, operate, acquire and develop midstream energy assets. Our only cash-generating assets consist of our partnership interests in WES, which upon the completion
of this offering will consist of the following:

•

 2,080,302 WES general partner units, representing a 2.0% general partner interest in WES;

•

 all of the incentive distribution rights in WES, which entitle us to receive increasing percentages, up to the maximum level of 48.0%, of any
incremental cash distributed by WES as certain target distribution levels are reached in any quarter; and

•

 46,570,413 WES common units, representing a 44.8% limited partner interest in WES.

We were formed in September 2012 upon the conversion of our predecessor, WGR Holdings, LLC, into a Delaware limited partnership. As of September 30,
2012, we owned 40,573,239 WES common units and, indirectly through our 100% membership interest in WES GP, 1,957,845 WES general partner units and all of the incentive distribution rights.

Based on WES’s anticipated fourth quarter cash distribution and our expected ownership of WES following this offering, we expect our
initial quarterly cash distribution to be $0.165 per common unit, or $0.660 per common unit on an annualized basis. Our primary objective is to increase distributions to our unitholders over time through growth in the distributions payable
with respect to our partnership interests in WES. To achieve this objective, we intend to actively monitor and support WES in the successful execution of its business strategy. In the future, we may facilitate WES’s growth through the use of
our capital resources, which could involve capital contributions, loans or other forms of financial support.

 1

 WES is required by its partnership agreement to distribute, and it has historically
distributed within 45 days of the end of each quarter, all of its cash on hand at the end of each quarter, less reserves established by its general partner to provide for the proper conduct of its business or to provide funds for future
distributions. Like WES, we are structured as a limited partnership and will distribute all of our cash on hand at the end of each quarter, less reserves established by our general partner.

Our cash flows will consist of the cash distributions we receive with respect to the WES partnership interests we own. While we, like
WES, are structured as a limited partnership, our capital structure and cash distribution policy differ materially from those of WES. Most notably, (i) our general partner does not have an economic interest in us and is not entitled to receive
any distributions from us and (ii) our capital structure does not include incentive distribution rights. Therefore, our distributions will be allocated exclusively to our common units.

Our ownership of WES’s incentive distribution rights entitles us to receive the following percentages of cash distributed by WES at
the following target cash distribution levels:

•

 13.0% of all incremental cash distributed in a quarter after $0.345 has been distributed in respect of each common unit and general partner unit of WES
for that quarter;

•

 23.0% of all incremental cash distributed in a quarter after $0.375 has been distributed in respect of each common unit and general partner unit of WES
for that quarter; and

•

 the maximum sharing level of 48.0% of all incremental cash distributed in a quarter after $0.450 has been distributed in respect of each common unit
and general partner unit of WES for that quarter.

 The cash distributions we receive from WES are tied to
(i) WES’s per unit distribution level and (ii) the number of WES common units outstanding. An increase in either factor (assuming the other factor remains constant or increases) will generally result in an increase in the amount of
cash distributions we receive from WES. Since its initial public offering, WES has engaged in transactions that have resulted in significant increases in both its per unit distribution level and outstanding equity capitalization, and we expect WES
to engage in similar transactions in the future. WES has increased its quarterly cash distribution from $0.30 per common unit, or $1.20 on an annualized basis, for the quarter ended June 30, 2008, to $0.50 per common unit, or $2.00 on an
annualized basis, for the quarter ended September 30, 2012. During the same period, WES issued a total of 42.9 million common units.

  Our discussion of WES Adjusted EBITDA for the year ending December 31, 2013, included elsewhere in this prospectus, assumes a WES quarterly distribution of $0.52 per unit, because based on WES’s
fourth quarte