SecProbe.io

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 Western Midstream Partners, LP
 9950 Woodloch Forest Drive, Suite 2800
 The Woodlands, Texas 77380 September 10,
2025 Via EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549-3561

 Re:
 Western Midstream Partners, LP
 Registration Statement on Form S-4, as amended
 File No. 333-289924
 Ladies and Gentlemen: On behalf of Western Midstream Partners,
LP (the “ Registrant ”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “ Act ”), the undersigned hereby requests that the effective date of the above
referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on September 12, 2025, or as soon as practicable thereafter, unless the Registrant notifies you
otherwise prior to such time. In making this acceleration request, the Registrant acknowledges that it is aware of its obligations under the Act. Once the above-referenced Registration Statement on Form
 S-4 has been declared effective, please orally confirm that event with our counsel, Vinson & Elkins L.L.P., by calling Jackson O’Maley at
 (713) 758-3374. Thank you for your assistance with this matter.

 Very truly yours,

 WESTERN MIDSTREAM PARTNERS, LP

 By:

 Western Midstream Holdings, LLC, its general
partner

 By:

 /s/ Christopher B. Dial

 Name:

 Christopher B. Dial

 Title:

 Senior Vice President, General Counsel and Secretary

 cc:
 Lande A. Spottswood, Vinson & Elkins L.L.P.
 Jackson O’Maley, Vinson & Elkins L.L.P.
 D. Alex Robertson, Vinson & Elkins L.L.P.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Oscar K. Brown
President and Chief Executive Officer
Western Midstream Partners, LP
9950 Woodloch Forest Drive, Suite 2800
The Woodlands, Texas 77380

 Re: Western Midstream Partners, LP
 Registration Statement on Form S-4
 Filed August 28, 2025
 File No. 333-289924
Dear Oscar K. Brown:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Timothy S. Levenberg at 202-551-3707 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Jackson A. O'Maley, Esq., of Vinson & Elkins LLP
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 17, 2021
Michael P. Ure
President and Chief Executive Officer
Western Midstream Partners, LP
9950 Woodloch Forest Drive, Suite 2800
The Woodlands, Texas 77380
Re:Western Midstream Partners, LP and
Western Midstream Operating, LP
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File Nos. 001-35753 and 001-34046
Dear Mr. Ure:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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WesternMidstream.com

August 9, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Mr. Craig Arakawa and Ms. Joanna Lam

Re:       Western Midstream Partners, LP

Western Midstream Operating, LP

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 26, 2021

File Nos. 001-35753 and 001-34046

Ladies and Gentlemen:

On August 3, 2021, Western Midstream Partners, LP (“WES”) and Western Midstream Operating, LP (“WES Operating” and, together with WES, “we”, “us”, or “our”) received the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”).

For your convenience, our response is prefaced by the exact text of the Staff’s comment in italicized text. All references to page numbers and captions correspond to the Form 10-K unless otherwise specified.

Form 10-K for the Fiscal Year Ended December 31, 2020

Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP financial measures, page 72

1.    We note you present Adjusted Gross Margin as a non-GAAP measure and that you reconcile this measure to operating income at page 73. Please revise to reconcile to a fully loaded GAAP gross profit or tell us why you believe operating income is the most directly comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

9950 Woodloch Forest Drive, Suite 2800  The Woodlands, Texas 77380

U.S. Securities and Exchange Commission

August 9, 2021

Page 2

Response:

We respectfully acknowledge the Staff’s comment. In response, we have included a reconciliation of the non-GAAP measure Adjusted Gross Margin to gross margin calculated in accordance with GAAP in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (the “Form 10-Q”) filed on even date herewith. Please see page 53 of the Form 10-Q for the reconciliation, which we will include in our future filings.

* * * * *

9950 Woodloch Forest Drive, Suite 2800  The Woodlands, Texas 77380

U.S. Securities and Exchange Commission

August 9, 2021

Page 3

We respectfully request an opportunity to discuss this response letter further with the Staff if, following a review of this information, the Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (346) 786-5300.

 Very truly yours,

 /s/ Michael P. Ure

 Michael P. Ure

President, Chief Executive Officer and Chief Financial Officer

Western Midstream Holdings, LLC

(General Partner of Western Midstream Partners, LP)

Western Midstream Operating GP, LLC

(General Partner of Western Midstream Operating, LP)

cc: Kenneth F. Owen, Chairperson, Audit Committee

 Joel A. Smith, KPMG LLP

 Jon W. Daly, Sidley Austin LLP

United States securities and exchange commission logo
August 3, 2021
Michael P. Ure
President and Chief Executive Officer
Western Midstream Partners, LP
9950 Woodloch Forest Drive, Suite 2800
The Woodlands, Texas 77380
Re:Western Midstream Partners, LP and
Western Midstream Operating, LP
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File Nos. 001-35753 and 001-34046
Dear Mr. Ure:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP financial measures, page 72
1.We note you present Adjusted Gross Margin as a non-GAAP measure and that you
reconcile this measure to operating income at page 73.  Please revise to reconcile to a fully
loaded GAAP gross profit or tell us why you believe operating income is the most directly
comparable GAAP measure.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

 FirstName LastNameMichael P. Ure
 Comapany NameWestern Midstream Partners, LP
 August 3, 2021 Page 2
 FirstName LastName
Michael P. Ure
Western Midstream Partners, LP
August 3, 2021
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joanna Lam, Staff Accountant at 202-551-3476 or Craig Arakawa,
Branch Chief at 202-551-3650 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
September 25, 2020
Michael C. Pearl
Vice President and Chief Executive Officer
Western Midstream Partners, LP
9950 Woodloch Forest Drive
The Woodlands, TX 77380
Re:Western Midstream Partners, LP and
Western Midstream Operating, LP
Forms 10-K for the Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File Nos. 001-35753 and 001-34046
Dear Mr. Pearl:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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WesternMidstream.com

September 8, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn:    Messrs. Brian McAllister and Craig Arakawa

Re:      Western Midstream Partners, LP

            Western Midstream Operating, LP

            Form 10-K for the Fiscal Year Ended December 31, 2019

            Filed February 27, 2020

            File Nos. 001-35753 and 001-34046

Ladies and Gentlemen:

On August 31, 2020, Western Midstream Partners, LP (“WES”) and Western Midstream Operating, LP (“WES Operating” and, together with WES, “we”, “us”, or “our”) received the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in italicized text. All references to page numbers and captions correspond to our 2019 Form 10-K unless otherwise specified.

Form 10-K for the Fiscal Year Ended December 31, 2019, Cover Page

1.We note that you appear to be relying upon General Instruction I of Form 10-K. Please confirm, on the date of filing your report, that you met the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and therefore you filed your report with the reduced disclosure format. To the extent that you rely upon General Instruction I of Form 10-K in future filings, please confirm that you will prominently set forth, on the cover page of the Form 10-K, a statement that you meet the conditions set forth in General Instruction I(a) and (b) of Form 10-K and therefore are filing your report with the reduced disclosure format. Refer to General Instruction I(1)(c) of Form 10-K.

9950 Woodloch Forest Drive  The Woodlands, Texas 77380

U.S. Securities and Exchange Commission

September 8, 2020

Page 2

Response:

We respectfully acknowledge the Staff’s comment. We do not, however, rely on General Instruction I to present a reduced-disclosure format because WES owns only 98% of WES Operating.1 Rather, we rely on guidance provided in Section 1370.1 of the Division of Corporate Finance’s Financial Reporting Manual regarding the combined periodic reporting for parent and subsidiary registrants in cases where the parent owns substantially all of the ownership interests of the subsidiary. We believe this guidance supports our presentation as there are only nominal differences between the financial statements of WES and WES Operating and the non-financial disclosures of WES and WES Operating are substantially similar. In compliance with the guidance provided in Section 1370.1, we have provided (a) separate auditor opinions for both WES and WES Operating, (b) a management assessment of internal controls over financial reporting (“ICOFR”) that specifically addresses both WES and WES Operating, (c) a separate audit opinion on WES ICOFR matters2, (d) separate complete sets of financial statements for WES and WES Operating, (e) separate footnote and other disclosures in areas of the Form 10-K where presentation differs between WES and WES Operating, and (f) separate CEO and CFO certifications for WES and WES Operating.

Summary of Significant Accounting Policies, Basis of Presentation, page 138

2.You disclose that you apply proportionate consolidation to the Springfield system and Marcellus Interest systems, consolidating your associated share of assets, liabilities, revenues and expenses attributable to these assets. Please provide your analysis of FASB ASC 810-10-45-14 and 932-810-45-1 that supports your application of proportionate consolidation to these operations. Your analysis should also explain how you concluded that the nature of the operations constitute “oil and gas producing activities” as defined in FASB ASC 932-10-15-2A.

Response:

We respectfully acknowledge the Staff’s comment. The Springfield system includes a gas- and oil-gathering system in South Texas. WES owns a 50.1% undivided interest in the Springfield system. The Marcellus Interest systems include gas-gathering systems and related facilities in Pennsylvania. WES owns a 33.75% undivided interest in the Marcellus Interest systems. We believe proportionate consolidation is allowed if (i) an investor-venturer owns an undivided interest in each asset and is proportionately liable for its share of each liability or (ii) the investment is in an unincorporated legal entity and the investee operates in either the construction or extractive industries. The ASC Master Glossary defines an undivided interest as “an ownership arrangement in which two or more parties jointly own property, and title is held individually to the extent of each party’s interest.”

_________________________________________________________________________________________

1 The remaining 2% of WES Operating is owned by an affiliate of Occidental Petroleum Corporation, which owns WES’s general partner.

2 A WES Operating ICOFR opinion was not required due to WES Operating’s status as a non-accelerated filer as of the filing date of the Form 10-K.

U.S. Securities and Exchange Commission

September 8, 2020

Page 3

The Springfield system and Marcellus Interest systems are governed by agreements that provide for undivided ownership interests in the underlying assets and proportionate sharing of system liabilities in accordance with ownership percentages. Neither the Springfield system nor the Marcellus Interest systems is owned or held through a separate legal entity.

WES is not in the extractive industry, and the nature of the operations of the Springfield system and Marcellus Interest systems do not constitute oil- and gas-producing activities as defined in ASC 932-10-15-2A. However, the ability to utilize proportionate consolidation under ASC 810-10-45-14 is not limited to investments in unincorporated legal entities engaged in extractive (e.g. oil and gas producing) or construction activities. We believe that proportionate-consolidation accounting for our interests in the Springfield system and Marcellus Interest systems is appropriate and permitted under ASC 810-10-45-14 based on these investments being owned in undivided ownership interest form and our being proportionately liable for our share of system liabilities.

* * * * *

We respectfully request an opportunity to discuss this response letter further with the Staff if, following a review of this information, the Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (832) 636-3271.

 Very truly yours,

 /s/ Michael C. Pearl

 Michael C. Pearl

Senior Vice President and Chief Financial Officer

Western Midstream Holdings, LLC

(General Partner of Western Midstream Partners, LP)

Western Midstream Operating GP, LLC

(General Partner of Western Midstream Operating, LP)

cc: Thomas R. Hix, Chairperson, Audit Committee

 Joel A. Smith, KPMG LLP

 John M. Greer, Latham & Watkins LLP

United States securities and exchange commission logo
August 31, 2020
Michael C. Pearl
Vice President and Chief Executive Officer
Western Midstream Partners, LP
9950 Woodloch Forest Drive
The Woodlands, TX 77380
Re:Western Midstream Partners, LP and
Western Midstream Operating, LP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File Nos. 001-35753 and 001-34046
Dear Mr. Pearl:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Yead Ended December 31, 2019
Cover Page
1.We note that you appear to be relying upon General Instruction I of Form 10-K.  Please
confirm, on the date of filing your report, that you met the conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K and therefore you filed your report with the
reduced disclosure format.  To the extent that you rely upon General Instruction I of Form
10-K in future filings, please confirm that you will prominently set forth, on the cover
page of the Form 10-K, a statement that you meet the conditions set forth in General
Instruction I(a) and (b) of Form 10-K and therefore are filing your report with the reduced
disclosure format.  Refer to General Instruction I(1)(c) of Form 10-K.

 FirstName LastNameMichael C. Pearl
 Comapany NameWestern Midstream Partners, LP
 August 31, 2020 Page 2
 FirstName LastName
Michael C. Pearl
Western Midstream Partners, LP
August 31, 2020
Page 2

1. Summary of Significant Accounting Policies
Basis of Presentation, page 138
2.You disclose that you apply proportionate consolidation to the Springfield system and
Marcellus Interest systems, consolidating your associated share of assets, liabilities,
revenues and expenses attributable to these assets.  Please provide your analysis of FASB
ASC 810-10-45-14 and 932-810-45-1 that supports your application of proportionate
consolidation to these operations. Your analysis should also explain how you concluded
that that the nature of the operations constitute "oil and gas producing activities" as
defined in FASB ASC 932-10-15-2A.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Brian McAllister at (202) 551-3341 or Craig Arakawa at (202) 551-
3650 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Western Gas Equity Partners, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380

(832) 636-6000

December 12, 2016

By EDGAR

Ms. Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-214447) of Western Gas Equity Partners, LP

Dear Ms. Ransom:

On behalf of Western Gas Equity Partners, LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on December 14, 2016, or as soon thereafter as practicable.

If you need any additional information, please contact me at (832) 636-2439.

 Very truly yours,

 WESTERN GAS EQUITY PARTNERS, LP

 By:

 Western Gas Equity Holdings, LLC, its general partner

 By:

 /s/ Philip H. Peacock

 Name:

 Philip H. Peacock

 Title:

 Vice President, General Counsel and Corporate Secretary

Mail Stop 3561

December 9, 2016

Donald R. Sinclair
Chief Executive Officer
Western Gas Equity Partners , LP

Benjamin M. Fink
Chief Financial Officer
Western Gas Partners, LP

1201 Lake Robbins Drive
The Woodlands, Texas 77380 -1046

Re: Western Gas Equity  Partners , LP
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 2 5, 2016
File No. 001 -35753

Western Gas Partners, LP
Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 25, 201 6
File No. 001 -34046

Dear Messrs . Sinclair and Fink :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: David Oelman , Esq.
 Alan Beck, Esq.

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December 7, 2016

Ms. Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

101 F Street, N.E.

Washington, D.C. 20549-3561

Mail Stop 3561

Re:      Western Gas Equity Partners, LP

            Registration Statement on Form S-3

            Filed November 4, 2016

            File No. 333-214447

            Form 10-K for Fiscal Year Ended December 31, 2015

            Filed February 25, 2016

            File No. 001-35753

            Western Gas Partners, LP

            Form 10-K for Fiscal Year Ended December 31, 2015

            Filed February 25, 2016

            File No. 001-34046

Dear Ms. Ransom:

We are providing the following responses to the comment letter dated December 2, 2016, from the staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission regarding our Registration Statement on Form S-3 filed on November 4, 2016 (“Form S-3”), our Form 10-K for fiscal year ended December 31, 2015 (“WGP Form 10-K”) and the Form 10-K of Western Gas Partners, LP for the fiscal year ended December 31, 2015 (“WES Form 10-K”). The responses provided below are numbered to correspond to the Staff’s comments, which have been reproduced herein for ease of reference.

Western Gas Equity Holdings, LLC  |  1201 Lake Robbins Drive  |  The Woodlands, Texas 77380  |  Phone: (832) 636-6000

Ms. Mara L. Ransom

United States Securities and Exchange Commission

December 7, 2016

Page 2

Western Gas Equity Partners, LP

Registration Statement on Form S-3

General

1.

 At this time, a review is open for your annual report on Form 10-K for the fiscal year ended December 31, 2015. We will coordinate any request for acceleration of effectiveness for this registration statement with resolution of all comments regarding the Form 10-K review. Please confirm your understanding in this regard.

Response:  We acknowledge the above and confirm that we will coordinate any request for acceleration of effectiveness of the Form S-3 with resolution of all comments regarding the WGP Form 10-K review.

Prospectus Cover Page

2.

 Please update the statement, in the fourth paragraph, that the selling unitholder “may be an underwriter” to reflect its status as an underwriter, as is disclosed on page 17.

Response:  We have revised the Form S-3 to update the applicable statement on the prospectus cover page as requested above. Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Form S-3 via EDGAR.

Form 10-K for Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis, page 78

3.

 We note your disclosure on page 94 that revenues from gathering, processing and transportation of natural gas and natural gas liquids increased by $181.1 million due to increases in revenue at the DJ Basin complex, resulting from increased throughput, a higher gathering fee, and the introduction of a condensate handling fee. In future filings, please separately quantify the change in revenues attributable to increased throughput, gathering fees, and the condensate handling fee, to the extent practicable. Please refer to Item 303(a)(3) of Regulation S-K and Release No. 33-6835 and provide us with your proposed disclosure. Additionally, please provide additional disclosure about the condensate handling fee, including how such fees are generated, to the extent such fees are a material portion of your revenues.

Ms. Mara L. Ransom

United States Securities and Exchange Commission

December 7, 2016

Page 3

Response:  We acknowledge the Staff’s comment and propose updating our disclosure in future filings in a manner consistent with the below revised passage from page 94 of the WGP Form 10-K (added disclosure is underlined):

“Revenues from gathering, processing and transportation of natural gas and natural gas liquids increased by $193.0 million for the year ended December 31, 2015, primarily due to increases of (i) $181.1 million at the DJ Basin complex resulting primarily from increased throughput ($139.7 million), a higher gathering fee ($37.0 million), and the introduction of a condensate handling fee in the first quarter of 2015 ($4.4 million), (ii) $49.6 million due to the acquisition of DBM in November 2014, and (iii) $10.0 million at the Brasada complex due to increased throughput and a higher processing fee, as well as revenues from treating services beginning in the first quarter of 2015. . . . .”

With respect to the condensate handling fees specifically, fees are earned on a per-barrel basis in connection with Western Gas Partners, LP’s gas gathering services provided in the DJ Basin, and have not historically represented a material portion of our revenues ($4.4 million for the year ended December 31, 2015, and $4.5 million for the nine months ended September 30, 2016, representing approximately 0.28% and 0.35% of our revenues for such periods, respectively). In future filings, we will update our disclosure on page 15 in Business and Properties — Industry Overview — Typical Contractual Arrangements, under Part I, Items 1 and 2 of the WGP Form 10-K as follows (added disclosure is underlined):

“Fee-based. Under fee-based arrangements, the service provider typically receives a fee for each unit of natural gas gathered, treated and/or processed, or NGL/liquid/crude product serviced, at its facilities. As a result, the price per unit received by the service provider does not vary with commodity price changes, minimizing the service provider’s direct commodity price risk exposure.”

Western Gas Partners, LP

Form 10-K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis, page 79

4.

 Comment 3 above also applies to the disclosure in this filing.

Response:  We propose modifying the applicable disclosure in future filings for Western Gas Partners, LP in a manner consistent with the approach outlined for the WGP Form 10-K in our response to Comment 3, above.

Ms. Mara L. Ransom

United States Securities and Exchange Commission

December 7, 2016

Page 4

*

 *

 *

 *

 *

We respectfully request an opportunity to discuss this response letter further with the Staff if, following a review of this information, the Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (832) 636-3348.

 Very truly yours,

 /s/ Benjamin M. Fink

 Benjamin M. Fink

Senior Vice President, Chief Financial Officer and Treasurer

Western Gas Equity Holdings, LLC

(as general partner of Western Gas Equity Partners, LP)

cc:

 David J. Tudor, Chairperson, Audit Committee

 Brad Ringleb, KPMG LLP

 David P. Oelman, Vinson & Elkins L.L.P.

 D. Alan Beck, Jr., Vinson & Elkins L.L.P.

Mail Stop 3561

December 2, 2016

Donald R. Sinclair
Chief Executive Officer
Western Gas Equity Partners , LP

Benjamin M. Fink
Chief Financial Officer
Western Gas Partners, LP

1201 Lake Robbins Drive
The Woodlands, Texas 77380 -1046

Re: Western Gas Equity  Partners , LP
Registration Statement on Form S-3
Filed November 4 , 2016
File No. 333 -214447
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 2 5, 2016
File No. 001-35753

Western Gas Partners, LP
Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 25, 201 6
File No. 001 -34046

Dear Messrs . Sinclair and Fink :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please  tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Donald R. Sinclair
Benjamin M. Fink
Western Gas Equity  Partners , LP
Western Gas Partners, LP
December 2, 2016
Page 2

 Western Gas Equity Partners, LP

Registration Statement on Form S -3

General

1. At this time, a review is open for your annual report on Form 10 -K for the fiscal  year
ended December 31, 201 5.  We will coordinate any request for acceleration of
effectiveness  for this registration statement with resolution of all comments regarding the
Form 10 -K review.   Please confirm your unders tanding in this regard.

Prospectus Cover Page

2. Please update  the statement, in the fourth paragraph, that the selling unitholder “may be
an underwriter” to reflect its status as an underwriter, as is disclosed on page 17.

Form 10 -K for Fiscal Year Ended December 31, 2015

Management ’s Disc ussion and Analysis, page 78

3.   We note your disclosure on page 94 that revenues from gathering, processing and
transportation of natural gas and natural gas liquids increased by $181.1 million due to
increases in revenue at the DJ Basin complex, resulting from increased throughput, a
higher gathering fee, and the introduction of a condensate handling fee.  In future filings,
please separately quantify the change in revenues attributable to increased throughput,
gathering fees, and the condensate handling fee, to the exten t practicable.  Please refer to
Item 303(a)(3) of Regulation S -K and Release No. 33 -6835 and provide us with your
proposed disclosure.  Additionally, please provide additional disclosure about the
condensate handling fee, including how such fees are genera ted, to the extent such fees
are a material portion of your revenues.

Western Gas Partners, LP

Form 10 -K for Fiscal Year Ended December 31, 2015

Management ’s Discussion and Analysis, page 79

4.  Comment 3 above also applies to the disclosur e in this filing.

Donald R. Sinclair
Benjamin M. Fink
Western Gas Equity  Partners , LP
Western Gas Partners, LP
December 2, 2016
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Charlie Guidry, Staff Attorney , at 202-551-3621 , Lisa Kohl, Legal Branch
Chief, at 202 -551-3252,  or me at 202-551-3720  with any other questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: David Oelman , Esq.
 Alan Beck, Esq.

October 3, 2012

Via Secure E -mail
David R. Sinclair
President and Chief Executive Officer
Western Gas Equity Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380 -1046

Re: Western Gas Equity Partners, LP
Draft Registration Statement on Form S-1
Originally Submitted September 14, 2012
  CIK No. 0001558315

Dear Mr. Sinclair :

 We are sending you this letter because you have a draft registration statement under
review by the staff of the Division of Corporation Finance.

 Beginning in April, we adopted temporary policies allowing the submission of  draft
registration statement s using either the SEC’s mail room or , in May,  a secure email system .  On
October 1, 2012 you will be able to submit  draft registration statements  using EDGAR .  You will
not be required to use EDGAR until the Commission adopts the changes to the EDGAR Filer
Manual for Release 12.2.  We will announce on the Commission’s website when you will be
required to start using EDGAR for your submissions.

 This letter is to provide guidance to you on how to start using the EDGAR system to
submit your draft registration statements.  You already  have a Central Index Key, or CIK
number, assigned to you.   You will need your CIK number to make your initial filing on
EDGAR and you must take a number of steps to prepare for that filing.  Following the
procedures set forth in Se ction 3.3.1.1  of the EDGAR Filer Manual – Volume I at
http://www.sec.gov/info/edgar/edgarfm -vol1-v13.pdf , you must:

 Submit a request to us to convert yo ur EDGAR status  to an electronic filer  if we
generated the CIK  number  for you .

 Request access codes and passwords to file your  registration statement on the EDGAR
system.   If you already had a CIK number when you submitted your confidential draft,
we used that number and you should confirm that you have your previously obtained
access codes available for filing.

If you need new or replacement EDGAR access codes and passwords, we suggest that
you complete the process to obtain them as soon as possible so that you can  use EDGAR

David R. Sinclair
Western Gas Equity Partners, LP
October 3, 2012
Page 2

 when you are ready to submit your next draft filing .  Please call the Division’s Filer
Support team at 202 -551-8900 (choose option number four) if you have questions about
this process.   If you do call, please make sure to tell us that we have a lready assigned a
CIK number to your company and have that number readily available.

 Make  any necessary changes to your contact information and business and mailing
addresses in EDGAR prior to making your initial filing so we can contact you about your
filing.   You should make sure that you list your secure email address in your EDGAR
information, since that is the address the staff will use to send you comment letters.   See
Volume  1, section 5 of the EDGAR Filer Manual on how to make Company data
modifi cations .

 Once you have your EDGAR access codes, login to the EDGAR Filer Website at
https://www.edgarfiling.sec.gov .  Select “Draft Reg. Statement” on the left hand side of the
opening page and proceed to a ttach your draft submission  as described  in the EDGAR Filer
Manual  and the d etailed instructions that are posted on the SEC Website at
http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf .

 When you make your first EDGAR draft submission, you should submit it as a new draft
registration statement, even if it is an amendment to a previously submitted version.  In addition
to the new draft, i n this first EDGAR submission, you should  also:

 Attach each previously submitted draft registration statement , including exhibits, to your
initial registration statement as a separate Exhibit 99 document and clearly identify each
confidential submission attached as an Exhibit 99 document (e.g., EX-99.1 “Original
Draft Registration Statement, dated xx/xx/2012” ).  Do not attach submissions marked to
show changes from earlier submissions.

 Submit each item of correspondence you sent to us in connection with your draft
submissions, including your responses to our comments, as a separate “COVER”
document within the sub mission.

If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of
information in the correspondence you submit on EDGAR, please properly mark that
information in each of your confidential submissions to us so we do not repeat or r efer to
that information in our comment letters to you.

David R. Sinclair
Western Gas Equity Partners, LP
October 3, 2012
Page 3

 Please contact Scott Anderegg, Staff Attorney , at (202) 551 -3342, Catherine Brown, Staff
Attorney, at (202)  551-3513  or me at (202) 551 -3720 with any questions.

     Sincerely,

 /s/ Dietrich King for

 Mara L. Ransom
Assistant Director

October 12, 2012

Via Secure E-mail
David R. Sinclair
President and Chief Executive Officer
Western Gas Equity Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380 -1046

Re: Western Gas Equity Partners, LP
Confidential Draft Registration Statement on Form S-1
Originally Submitted September 14, 2012
  CIK No. 0001558315

Dear Mr. Sinclair :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confi dential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After revi ewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comments.

General
1. Please file all required exhibits, such as the legal and  tax opinions and your partnership
agreement, in a timely manner so that we may have time to review them before you
request that your registration statement become effective.
2. Please provide us with any artwork that has not been submitted  and will be used i n the
prospectus, including  the inside cover graphics.
3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 2

 distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Secti on 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Prospectus Cover Page

4. Please disclose  the following risk s on the cover page or advise:

 A reduction in WES’s distri bution will disproportionately affect the annual cash
distributions to which you are currently entitled;

 Your unitholders have limited voting rights, including that y our unitholders do not
elect your general partner or vote on your general partner’s direc tors and, upon
completion of this offering, Anadarko will own a sufficient number of your common
units to allow it to prevent the removal of your general partner;  and

 A brief description of the various conflicts of interest involved, including that WES
GP owes fiduciary duties to WES’s unitholders that may conflict with your interests,
and the modification of the state law fiduciary standard that may impact an investor’s
interest .

Prospectus Summary, page 1

5. Please revise your summary to briefly describe the most significant risks that WGP and
WES face.

Western Gas Equity Partners, LP, page 1

6. We note your disclosure in the first sentence under this heading and elsewhere in your
filing that you were formed in September 2012.  Please revise your disclosure s to clarify,
if true, that you were WGR Holdings, LLC and that you converted to a limited
partnership legal form in September 2012 as we believe this provides additional
important information to your investors.  Additionally, please revise your disclosure s
throughout your filing concerning your ownership of WES’s equity units to clarify, if
true, that through your predecessor WGR Holdings, LLC, at June 30, 2012 you owned a
100% membership interest in WES GP, including all outstanding WES general partner
units and all WES incentive distribution rights, and 40,422,004 WES common units,
representing a 41.4% limited partner interest in WES.

7. In your discussion of the hypothetical cash distribution, please disclose that the cash
distributions will generally not be cumulative .

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 3

 Western Gas Partners, LP, page 5
8. We note your disclosure in the first paragraph that two -thirds of WES’s services are
provided under long -term contracts with fee -based rates.  Please revise to provide
investors with more insight into WES’s long-term contract profile, including any
upcoming expirations, the status of any pending renewal s and the weighted average
remaining term under these contracts .
9. In the third paragraph on page 6, please clarify whether the throughput percentages
attributab le to production owned or controlled by Anadarko are inclusive or exclusive of
equity investment throughput.  In this regard, we note your disclosure in the penultimate
paragraph on page 73. Please make similar revisions on pages 30, 107 and 165.
10. If you ch oose to highlight WES’s growth strategy and competitive strengths in the
summary, please balance that disclosure with a discussion of the principal challenges  or
risks  associated with achieving that growth and the competitive weaknesses facing WES.
For ex ample, we note your disclosure in the penultimate bullet on page 8 that WES’s
growth strategy includes pursuing accretive acquisitions. We also note the disclosure in
your first risk factor on page 19 that because WES GP currently participates in incentive
distribution rights at all levels, it is more difficult for an acquisition to show accretion for
the WES common unitholders than if the incentive distribution rights received less
incremental cash flow and, as a result, WES GP may determine to propose a r eduction in
the incentive distribution rights to facilitate an acquisition which would reduce the cash
distributions to your unitholders.  As another example, we note your disclosure in the
penultimate paragraph on page 6 regarding Anadarko’s dedication of  certain production
to WES as well as your disclosure in the last risk factor on page 30 that Anadarko is
under no contractual obligation to maintain its production volumes dedicated to WES  and
your disclosure in the third paragraph on page 82 that the low  natural gas environment
has resulted in fewer new well connections and, in some cases, temporary curtailments of
production in some areas.  Please make similar revisions in your business section.

WES’s Primary Growth Drivers, page 7

11. We note your tabular  presentation of “Next Twelve Months EBITDA Multiple” for each
of WES’s acquisitions since 2008.  We have the following comments:

 Please explain to us in detail why you are presenting this measure and how you
believe it is meaningful to an investment deci sion.  In this regard, if you are trying to
depict expected future growth resulting from historical acquisitions, we assume that
you have already conveyed that information within the explanation of the
assumptions behind your estimate of cash available for  distributions for the year
ended December 31, 2013.  Alternatively, if you are implying that the expected return
on future acquisitions will be consistent with the return on historical acquisitions, it is
unclear to us that you have a reasonable basis for  making that assertion.  Please also

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 4

 explain to us why the EBITDA multiple would provide better information about
expected future growth than the dollar amount of EBITDA expected to be contributed
to your results.

 You indicate that the numerator in this m ultiple is the “transaction purchase price.”
Please clarify how this differs from the “Acquisition Price” as presented in this table
and discussed in footnote (1).  Additionally, please clarify whether this is the
purchase price paid to a third party to a cquire these assets or whether it is the carrying
value of the assets on Anadarko’s books at the time that Anadarko transferred these
assets to WES.  We note that the carrying value of the assets on Anadarko’s books at
the time these assets were transferre d to WES could differ from the purchase  price
paid to a third party due to items such as depreciation, amortization, and fluctuations
in working capital that occurred subsequent to the original acquisition.  This is
particularly unclear given your statemen t in footnote (1) that the “Acquisition Price”
includes the value of units issued to Anadarko rather than the value of units issued to
a third party.

 You indicate that the denominator in this multiple is a forecast of EBITDA “for the
ensuing 12 months (at  the time of acquisition).”  The meaning of “at the time of
acquisition” is unclear since most of these projects were acquired more than 12
months prior to your latest historical balance sheet date; therefore, EBITDA for the
12 months following the date of  acquisition should be known rather than a forecast.
Please revise to clarify this matter.

 If you present forecasted financial information, you should also present historical
information for a recent 12 month period and a narrative explanation of any
assumptions you made about changes that would cause future results to differ from
historical results.  Additionally, you must have a reasonable basis for your forecast.
If you present a separate forecast of EBITDA for each project listed in this table, you
should present historical EBITDA and a discussion of assumptions separately for
each project listed.  If you retain these forecasted financial numbers, please revise to
comply with Item 10(b) of Regulation S -K and Rule 11 -03 of Regulation S -X.
12. Please revis e your disclosure on page 7 to include the Red Desert expansion project
described at the top of page 109 or advise.

Risk Factors, page 18

Our rate of growth may be reduced to the extent we purchase additional WES common units,
which will  reduce the perc entage of our cash flow that we receive from the incentive distribution
rights , page 20
13. Please revise the penultimate sentence to also disclose the percentage of cash flows you
will receive from WES that is attributable to your ownership of the incentive distribution

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 5

 rights upon completion of the offering assuming the underwriters exercise the ir over-
allotment option in full .

Our Cash Distribution Policy and Restricti ons on Distributions, page 52

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy, page
52

14. Please discuss your general partner’s ability to approve a waiver or reduction to WES’s
incentive distribution rights without the consent of your unitholders.  Disclose how this
would decrease the amount of cash available to pay distributions to your unitholders.

Estimated Minimum Necessary WES Adjusted EBITDA, page 61

15. Please explain to us in more detail how you determined the Estimated Minimum
Necessary Adjusted EBITDA attributable to Western Gas Partners, LP of $312.1 million.
In this regard, we note that your current calculation results in an excess of estimated
available cash of WES of $6 million, so it appears you are pres enting Adjusted EBITDA
of WES beyond the minimum amount necessary to achieve your desired distribution.

16. Please explain to us in more detail how you determined the assumptions on page 62
related to your operations for the year ended December 31, 2013.  Spe cifically, please
address whether the estimated throughput is based on your expected throughput for the
year or the minimum throughput you think is necessary to achieve the minimum Adjusted
EBITDA.  Please also explain to us in more detail why you have ass umed that
transportation volumes for the White Cliffs pipeline will increase.  Please also explain in
more detail your assumption that equity -based compensation will decrease, since it is
unclear to us that the Incentive Plan that will be terminated would not be replaced with
some other form of compensation for the employees seconded to WES.

17. Please revise your assumptions on page 62 to state, if true, that you have assumed that
WES GP will not propose a waiver or reduction in WES’s incentive distribution r ights.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
70

Overview of WES, page 73
18. We note your disclosure in the first paragraph on page 74 that WES has received
significant dedication from Anadarko for certai n production Anadarko owns or controls.
Please revise your disclosure here and elsewhere in your prospectus regarding this
dedication to clarify how Anadarko has dedicated such natural gas production to WES,
such as through contract or otherwise .

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 6

 Non-GAA P Financial Measures, page 75

19. We note that your definition of Adjusted EBITDA adjusts for other nonrecurring
adjustments that are not settled in cash.  Please tell us what items are included in other
nonrecurring adjustments.

20. We note that you reconcile A djusted EBITDA to both net income and net cash provided
by operating activities.  Please tell us how you have complied with Question 102.06 of
our Compliance and Disclosure Interpretations concerning Non -GAAP Financial
Measures, available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

21. We note your discussion of Distributable cash flow.  You indicate that you use
Distributable cash flow to com pute the coverage ratio of estimated cash flows to planned
cash distributions.  Since you use this metric to measure your ability to make cash
payments to your investors, please explain to us how this is not a measure of liquidity and
why this metric shoul d not also be reconciled to net cash provided by operating activities.

Results of Operations, page 83

22. In your analysis of results of operations, you often attribute period -to-period changes to a
combination of several different factors, such as in your discussion of results for your
natural gas gathering, processing and transportation revenues, your operation and
maintenance expense and your general and administrative, depreciation and other
expenses.  When you list multiple factors that contributed to c hanges, please quantify, if
possible, the impact of each factor that you discuss to provide better insight into the
underlying reasons behind the changes in your results.  Refer to Item 303(a)(3) of
Regulation S -K and our Release No. 33 -8350.

Liquidity an d Capital Resources, page 94

Consolidated Historical Cash Flow, page 96

23. Please revise to better explain the underlying reasons behind the changes in your cash
flows and the variability in your cash flows, particularly for your operating cash flows.
Please ensure that you do not merely recite the information seen on the face of your cash
flow statement.

Management, page 134

Executive Compensation Discussion and Analysis, page 138

24. Other than future awards under the Western Gas Equity Partners, LP Long -Term
Incentive Plan, please disclose whether the officers of your general partner will receive

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 7

 any compensation for serving as officers of your general partner that is in addition to the
compensation they receive for serving as officers of WES GP that is reimbursable to
Anadarko under the WES omnibus agreement.  If not, please revise the first paragraph to
so state.

25. Please revise the header in the table on page 139 to refer to WES GP as opposed to your
general partner, if true. Please also revise the ref erences to “our named executive
officers” in each element of compensation to refer to WES’s named executive officers, if
true, as you do in the second paragraph on page 141.  Please review this section for
compliance with

CORRESP
1
filename1.htm

Acceleration Request

 [Letterhead of Western Gas Equity Partners, LP]

December 5, 2012

 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:

On behalf of Western Gas Equity Partners, LP (the “Partnership”), and pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m., Washington, D.C. time, on December 6, 2012, or as soon
thereafter as practicable. The Partnership hereby acknowledges that:

•
should the Securities and Exchange Commission (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 Partnership from its full
responsibility for the accuracy and adequacy of the disclosure in the filing; and

•
the Partnership may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 This request has been transmitted via EDGAR. If you need
additional information, please contact David P. Oelman (713) 758-3708 of Vinson & Elkins L.L.P.

 * * * * *

 Securities and Exchange Commission

 Page 2

 Very truly yours,

 Western Gas Equity Partners, LP

 By:

 Western Gas Equity Holdings, LLC, its general partner

By:

 /s/ Philip H. Peacock

 Name:

 Philip H. Peacock

 Title:

 Vice President, General Counsel and Corporate Secretary

cc:
Scott Anderegg (Commission)

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

 Michael E. Dillard (Latham & Watkins L.L.P.)

 Sean T. Wheeler
(Latham & Watkins L.L.P.)

 Donald R. Sinclair (Partnership)

Philip H. Peacock (Partnership)

CORRESP
1
filename1.htm

Acceleration Request

 December 5, 2012

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:

As representative of the several underwriters of Western Gas Equity Partners, LP’s (the “Partnership”) proposed public
offering of up to 17,250,000 common units, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (Washington, D.C. time) on December 6, 2012, or as
soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of
1933, as amended, we wish to advise you that we have effected the following distribution of the Partnership’s Preliminary Prospectus dated December 3, 2012, through the date hereof:

Preliminary Prospectus dated December 3, 2012:

 12,237 copies to prospective Underwriters, institutional investors, dealers and others

 The undersigned as a representative of the several underwriters, has and will, and each underwriter has advised the undersigned that it has and will, comply with Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

 BARCLAYS CAPITAL INC.

As Representative of the several Underwriters

 BARCLAYS CAPITAL INC.

 By:

 /s/ Victoria Hale

 Name:

 Victoria Hale

 Title:

 Vice President

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

Response Letter

 Tel 713.758.2222    Fax 713.758.2346

Via EDGAR and Federal Express

 November 13, 2012

 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

Amendment No. 1 to Confidential Draft Registration Statement on Form S-1 Submitted October 18, 2012

CIK No. 0001423902

Western Gas Partners, LP

Form 10-K for Fiscal Year Ended December 31, 2012

Filed February 28, 2012

File No. 001-34046

 Dear
Ms. Ransom:

 On behalf of each of Western Gas Equity Partners, LP, a Delaware limited partnership (the
“Partnership”), and Western Gas Partners, LP, a Delaware limited partnership (“WES”), set forth below are the Partnership’s responses to comments received from the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 2, 2012, with respect to Amendment No. 1 (“Draft Submission
Amendment No. 1”) to the Partnership’s Registration Statement on Form S-1 (as amended, the “Registration Statement”), as confidentially submitted to the Commission on October 18, 2012, and
WES’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

 On
November 5, 2012, the Partnership filed a revised Registration Statement (the “November 5th Registration Statement”) publicly via EDGAR that did not include disclosure changes in response to the comments received on
November 2, 2012. On November 13, 2012, the Partnership filed Amendment No. 1 to the
November 5th Registration Statement (the
“November 13th Amendment”) to address such comments. This letter and the
November 13th Amendment are being filed through
EDGAR.

 Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow

New York Palo Alto Riyadh San Francisco Shanghai Tokyo Washington

 First City Tower, 1001 Fannin Street, Suite 2500

 Houston, TX 77002-6760

 Tel +1.713.758.2222 Fax +1.713.758.2346
www.velaw.com

 Mara L. Ransom

 November 13, 2012

  Page
 2

 For your convenience, each response is prefaced by the exact text of
the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the November 13th Amendment unless otherwise specified. Capitalized terms used in this letter but not defined herein have the meanings
given to them in the Registration Statement.

 Information provided in this letter on behalf of the Partnership or WES has been
provided to us by the Partnership or WES, as applicable.

 Prospectus Summary, page 1

1. Please revise the graphic at the top of page 4 to also reflect the compound annual growth rate since the initial WES distribution for the second
quarter of 2008.

 Response: The Partnership has revised the graphic to include the
requested compound annual growth rate. Please see page 4 of the November 13th Amendment.

 2. We note your response to comment 28 in our letter dated October 12,
2012. Please include disclosure following the hypothetical annualized WES distributions graphic on page 4 to the effect that the hypothetical distributions reflected in the graphic assume that WES GP does not exercise its right to limit or modify
the incentive distributions. Please also provide a cross reference to the related risk factor on page 21.

 Response: The Partnership has revised the disclosure on page 4 of the November 13th Amendment to include a footnote with the requested disclosure.

Western Gas Equity Partners, LP Unaudited Pro Forma Available Cash for the Year Ended December 31, 2011 and the 12 Months Ended June 30,
2012, page 58

 3. We note the disclosures throughout your filing, including the first sentence under the heading “WES’s
Cash Distribution Policy” on page 56, that WES is required to distribute all of its available cash to its partners on a quarterly basis. Please reconcile this disclosure to the fact that your table on pages 58-59 presents an excess of pro forma
available cash of Western Gas Partners, LP over total pro forma distributions of Western Gas Partners, LP. Please consider revising the titles of the line items reflecting pro forma distributions to non-affiliated owners of WES and pro forma
distributions to Western Gas Equity Partners, LP, or the related footnotes, to more clearly indicate, if true, that these pro forma distributions only reflect the minimum distributions from WES necessary to pay your annualized initial quarterly
distribution of $114.2 million rather than reflecting the pro forma distributions that your unitholders could have received during these periods if WES had distributed all of its available cash.

 Mara L. Ransom

 November 13, 2012

  Page
 3

 Response: Pursuant to the First Amended and Restated
Agreement of Limited Partnership of Western Gas Partners, LP (as amended, the “WES Partnership Agreement”), WES is required to distribute all of its available cash on a quarterly basis. As defined in the WES
Partnership Agreement, “available cash” consists of all cash on hand at the end of a quarter, less the amount of cash reserves established by WES GP to (i) provide for the proper conduct of WES’s business, (ii) comply with
applicable law, any of its debt instruments or other agreements, or (iii) provide funds for distributions to WES’s unitholders for any one or more of the following four quarters, plus if WES GP so determines, all or a portion of cash on
hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. The Partnership has revised the line item title on page 59 and included footnote disclosure on
page 60 of the November 13th Amendment to
clarify that such amounts represent hypothetical cash reserves established by WES GP.

 Estimated Minimum Necessary WES Adjusted
EBITDA, page 63

 4. We note that the most recent period of historical financial statements included in this filing is the six
months ended June 30, 2012; however, your forward looking projection of cash distributions is for the 12 months ended December 31, 2013. This results in a six month gap during which you have neither provided historical financial
information nor provided projections. Please explain to us why you believe it is meaningful for your forward looking calculation of estimated minimum necessary WES adjusted EBITDA to be for the 12 months ended December 31, 2013 as this date is
18 months from your most recent balance sheet date and more than 14 months from the date of this filing. To help us better understand the reason for this presentation, please provide us with your estimate of when you will request effectiveness for
this filing and when you will close this offering.

 Response: The Partnership updated its
presentation of unaudited pro forma available cash (“backcast”) in the
November 13th Amendment to be for the twelve months
ended September 30, 2012. The Partnership anticipates closing its initial public offering as early as December 2012.

 The
Partnership believes the presentation properly informs investors of its ability to pay quarterly distributions at its initial quarterly distribution rate for four full quarters following the closing of the initial public offering. Given that the
twelve month period included in the backcast is derived from the Partnership’s unaudited pro forma financial

 Mara L. Ransom

 November 13, 2012

  Page
 4

information, it is unable to update such information to be as of a more recent date. Additionally, while a forecast for the twelve months ending September 30, 2013 would eliminate any gap
between the backcast and forecast periods, the Partnership believes that such a presentation would be less meaningful for investors than the current presentation because the first quarter reflected in such a presentation will be almost over by the
anticipated closing date of the offering. With respect to the fourth quarter of 2012 (assuming a December 2012 closing of the offering), investors will be entitled to only a prorated distribution based on (i) the number of days commencing on
the closing date of the offering through December 31, 2012 divided by (ii) the number of days in the quarter. Accordingly, while the Partnership will update its disclosure in the event that it determines that there is any material
information relative to its fourth quarter 2012 performance necessary to permit an informed investment decision, it believes that investors will be better served with a presentation of a forecast covering the first four full quarters after the
anticipated closing date.

 The Partnership believes the relationship of periods covered in its
presentation of backcast and forecasted information included in the November 13th Amendment is consistent with the presentations included in substantially all of the prospectuses of recent initial public offerings of master limited partnerships.

5. We note that you are presenting the minimum necessary Adjusted EBITDA that WES must generate to fund your annualized initial quarterly
distribution. We also note your statement in the first paragraph on page 64 that management believes that WES’s Adjusted EBITDA during 2013 will exceed the minimum necessary amount that is presented. Please expand the discussion of your
assumptions to provide reasonable support for your belief that WES’s Adjusted EBITDA will meet or exceed the minimum necessary Adjusted EBITDA amount presented. The mere fact that the minimum necessary Adjusted EBITDA amount is less than pro
forma Adjusted EBITDA for the historical periods is not sufficient to provide insight into why management believes this minimum Adjusted EBITDA amount is achievable. In providing these disclosures, you may wish to discuss projected throughput and
contract pricing for 2013 and the basis for those projections as compared to the historical periods in addition to the minimum throughput needed to achieve the minimum Adjusted EBITDA. Alternatively, you may wish to discuss the minimum distribution
from WES needed to make your initial annualized quarterly distribution as compared to the projected distribution from WES for the year ending December 31, 2013, including your reasons for assuming that level of distribution from WES.

 Mara L. Ransom

 November 13, 2012

  Page
 5

 Response: The Partnership has revised footnote 8 to the
forecast table to provide a discussion of the minimum necessary distribution from WES as compared to the projected distribution from WES, including information relating to certain commercial and operational matters which the Partnership believes
provide support for the achievability of (i) the minimum necessary WES Adjusted EBITDA and (ii) the forecasted distributions from WES. Please see pages 66 and 67.

 6. We note your response to comment 15 from our letter dated October 12, 2012. Footnote 8 indicates that you believe the excess of estimated available cash of WES would be enough to permit you
to pay the initial quarterly distribution if the offering size or price is increased. It is unclear from your current disclosure whether this excess of estimated available cash is exactly the amount needed if the offering size or price is increased
as described or whether it is more than enough to cover the described increase. Please revise to clarify.

 Response: The Partnership has revised the disclosure in footnote 8 on page 67 of the November 13th Amendment to clarify that such amount would equal the amount needed to enable WES to distribute sufficient additional
cash to the Partnership to permit the Partnership to pay the initial quarterly distribution on the common units that would be issued in the offering if the offering price or size were to be increased to yield aggregate gross offering proceeds of
approximately $435 million, which amount represents the maximum permissible aggregate offering size the Partnership could achieve, based on the proposed maximum aggregate offering price included in the Calculation of Registration Fee table in the
November 5th Registration Statement, by means of a
registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933.

 7. We note your response to comment 16 from our
letter dated October 12, 2012. Please revise to disclose similar information in your filing as we believe it provides valuable insight to your investors.

Response: The Partnership has revised the disclosure on page 64 of the November 13th Amendment to include information similar to that included in its
response to comment 16 from the Staff’s letter dated October 12, 2012. The Partnership has not included in such disclosure the information relative to the White Cliffs’ throughput volumes that was in such response. As a result of its
updating its disclosure generally for the third quarter of 2012, the Partnership no longer shows any increase in White Cliffs’ throughput volumes in the forecast period (as the pipeline was running at full capacity as of September 30,
2012).

 Mara L. Ransom

 November 13, 2012

  Page
 6

 8. We note that in footnote 2 you state that you have only assumed $26.1 million in borrowings
under the WES RCF to fund expansion capital expenditures. Please explain to us how you determined this amount as you show $120.6 million in borrowings to fund expansion capital expenditures in the table on page 63.

Response: The Partnership has corrected the disclosures in each of footnote 2 on page 65 and the
table on page 63 of the November 13th Amendment
to reflect the assumption that WES will borrow approximately $43.4 million to fund expansion capital expenditures during the year ending December 31, 2013.

 9. We note that you anticipate funding a significant portion of the 2013 expansion capital expenditures with proceeds from this offering. Please revise footnote 7 to address the fact that this
offering is likely to be a nonrecurring source of funds and discuss the implications this has on your ability to generate sufficient cash to pay the minimum annual cash distributions in future years. As part of your discussion, please disclose the
amounts available for borrowing under your current debt facilities as of your latest balance sheet date and your projected availability as of December 31, 2013.

 Response: The Partnership has revised footnote 7 on page 66 to address the Staff’s comment.

 10. We read in footnote 8 that you have assumed that WES will pay a quarterly cash distribution of $0.48 per WES common unit for each quarter. However, we also note that on page 10 you state that on
October 11, 2012, the board of directors of WES GP declared a cash distribution to its unitholders of $0.50 per unit for the quarter ended September 30, 2012. Please tell us how you considered updating this assumption.

 Mara L. Ransom

 November 13, 2012

  Page
 7

 Response: The Partnership has revised the disclosures within the Registration
Statement to update for the impact of the declared $0.50 distribution. Given that the anticipated launch date of the Partnership’s road show will fall after the payment date for such distribution, the Partnership will undertake to further
revise the disclosures in a future filing to reflect the payment of such distribution.

 Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 72

 Liquidity and Capital Resources, page 96

Consolidated Historical Cash Flow, page 98

 11. We note your response to comment 23 from our letter dated October 12, 2012 and your additions to your registration statement. While you have listed the items whose cash flows changed,
contributing to the net change in your cash flows from operating activities, you still have not explained why these cash flows changed. For example, your discussion of interim operating cash flows does not provide any insight into why accounts
receivabl

November 2, 2012

Via E -mail
Donald R. Sinclair
President and Chief Executive Officer
Western Gas Equity Partners, LP
Western Gas Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380 -1046

Re: Western Gas Equity Partners, LP
Amendment No. 1 to Confidential Draft Registration Statement on Form S -1
Submitted October 18 , 2012
  CIK No. 0001423902
Western Gas Partners, LP
 Form 10 -K for Fiscal Year Ended December 31, 2012
Filed February 28, 2012
  File No. 001 -34046

Dear Mr. Sinclair:

We have reviewed your amended confidential draft registration statement and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may bet ter understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comm ents apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended confidential draft registration sta tement or filed registration statement, we may have
additional comments.

Prospectus Summary, page 1

1. Please revise the graphic at the top of page 4 to also reflect the compound annual growth
rate since the initial WES distribution for the second quarter  of 2008.

2. We note your response to comment 28  in our letter dated October 12, 2012.  Please
include disclosure following the hypothetical annualized WES distributions  graphic  on

David R. Sinclair
Western Gas Equity Partners, LP
Western Gas Partners, LP
November 2, 2012
Page 2

 page 4  to the effect that the hypothetical distributions reflected in the graphic assume that
WES GP does not exercise its right to  limit or modify the incentive distributions .  Please
also provide a cross reference to the related risk factor on page 21.

Wester n Gas Equity Partners, LP Unaudited Pro Forma Available Cash for the Year Ended
December 31, 2011 and the 12 Months Ended June 30, 2012, page 58

3. We note the disclosures throughout your filing, including the first sentence under the
heading “WES’s Cash Distribution Policy” on page 56, that WES is required to distribute
all of its available cash to its partners on a quarterly basis.  Please reconcile  this
disclosure to the fact that your table on pages 58 -59 presents an excess of pro forma
available cash of Western Gas Partners, LP over total pro forma distributions of Western
Gas Partners, LP.  Please consider revising the titles of the line items re flecting pro forma
distributions to non -affiliated owners of WES and pro forma distributions to Western Gas
Equity Partners, LP, or the related footnotes, to more clearly indicate, if true, that these
pro forma distributions only reflect the minimum distri butions from WES necessary to
pay your annualized initial quarterly distribution of $114.2 million rather than reflecting
the pro forma distributions that your unitholders could have received during these periods
if WES had distributed all of its available  cash.

Estimated Minimum Necessary WES Adjusted EBITDA, page 6 3

4. We note that the most recent period of historical financial statements included in this
filing is the six months ended June 30, 2012; however, your forward looking projection
of cash distrib utions is for the 12 months ended December 31, 2013.  This results in a six
month gap during which you have neither provided historical financial information nor
provided projections.  Please explain to us why you believe it is meaningful for your
forward looking calculation of estimated minimum necessary WES adjusted EBITDA to
be for the 12 months ended December 31, 2013 as this date is 18 months from your most
recent balance sheet date and more than 14 months from the date of this filing.  To help
us bett er understand the reason for this presentation, please provide us with your estimate
of when you will request effectiveness for this filing and when you will close this
offering.

5. We note that you are presenting the minimum necessary Adjusted EBITDA that W ES
must generate to fund your annualized initial quarterly distribution.  We also note your
statement in the first paragraph on page 64 that management believes that WES’s
Adjusted EBITDA during 2013 will exceed the minimum necessary amount that is
present ed.  Please expand the discussion of your assumptions to provide reasonable
support for your belief that WES’s Adjusted EBITDA will meet or exceed the minimum
necessary Adjusted EBITDA amount presented.  The mere fact that the minimum
necessary Adjusted EB ITDA amount is less than pro forma Adjusted EBITDA for the
historical periods is not sufficient to provide insight into why management believes this

David R. Sinclair
Western Gas Equity Partners, LP
Western Gas Partners, LP
November 2, 2012
Page 3

 minimum Adjusted EBITDA amount is achievable.  In providing these disclosures, you
may wish to discuss proj ected throughput and contract pricing for 2013 and the basis for
those projections as compared to the historical periods in addition to the minimum
throughput needed to achieve the minimum Adjusted EBITDA.  Alternatively, you may
wish to discuss the minimu m distribution from WES needed to make your initial
annualized quarterly distribution as compared to the projected distribution from WES for
the year ending December 31, 2013, including your reasons for assuming that level of
distribution from WES.

6. We no te your response to comment 15 from our letter dated October 12, 2012.  Footnote
8 indicates that you believe the excess of estimated available cash of WES would be
enough to permit you to pay the initial quarterly distribution if the offering size or pric e is
increased.  It is unclear from your current disclosure whether this excess of estimated
available cash is exactly the amount needed if the offering size or price is increased as
described or whether it is more than enough to cover the described increa se.  Please
revise to clarify.

7. We note your response to comment 16 from our letter dated October 12, 2012.  Please
revise to disclose similar information in your filing as we believe it provides valuable
insight to your investors.

8. We note that in footn ote 2 you state that you have only assumed $26.1 million in
borrowings under the WES RCF to fund expansion capital expenditures.  Please explain
to us how you determined this amount as you show $120.6 million in borrowings to fund
expansion capital expendi tures in the table on page 63.

9. We note that you anticipate funding a significant portion of the 2013 expansion capital
expenditures with proceeds from this offering.  Please revise footnote 7 to address the
fact that this offering is likely to be a nonrec urring source of funds and discuss the
implications this has on your ability to generate sufficient cash to pay the minimum
annual cash distributions in future years.  As part of your discussion, please disclose the
amounts available for borrowing under yo ur current debt facilities as of your latest
balance sheet date and your projected availability as of December 31, 2013.

10. We read in footnote 8 that you have assumed that WES will pay a quarterly cash
distribution of $0.48 per WES common unit for each quar ter.  However, we also note that
on page 10 you state that on October 11, 2012, the board of directors of WES GP
declared a cash distribution to its unitholders of $0.50 per unit for the quarter ended
September 30, 2012.  Please tell us how you considered updating this assumption.

David R. Sinclair
Western Gas Equity Partners, LP
Western Gas Partners, LP
November 2, 2012
Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
72

Liquidity and Capital Resources, page 96

Consolidated Historical Cash Flow, page 98

11. We note your response to comment 23 from our letter dated October 12, 2012 and your
additions to your registration statement.  While you have listed the items whose cash
flows changed, contributing to the net change in your cash flows from operating
activi ties, you still have not explained why these cash flows changed.  For example, your
discussion of interim operating cash flows does not provide any insight into why
accounts receivable decreased during the first six months of 2012 but increased during
the first six months of 2011.  It is particularly unclear why your accounts receivable
decreased during a period of higher revenue.  As another example, your discussion of
interim operating cash flows does not provide any insight into why accounts and natural
gas imbalance payables and accrued liabilities increased by a lesser amount during the
first six months of 2012 as compared to the first six months of 2011.  Please revise to
better explain the underlying reasons behind the changes in your cash flows and t he
variability in your cash flows.

Financial Statements for the Year Ended December 31, 2011, page F -7

General

12. We note your response to comments 23 and 31 from our letter dated October 12, 2012.
Please confirm our understanding that you will update y our financial statements to
September 30, 2012 prior to requesting effectiveness for this registration statement.

Consolidated Statements of Income, page F -8

13. We note your response to comment 32 from our letter dated October 12, 2012.  We
understand your reasons for believing that the income from your equity method
investments is integral to your operations and therefore properly included in operating
income.  However, we remain unclear as to why revenue is the appropriate classification
within operating i ncome.  Please also tell us the effect that inclusion in revenue has on
your gross margin and gross margin per Mcf.

Consolidated Statements of Cash Flows, page F -11

14. We note your response to comment 33 from our letter dated October 12, 2012 and your
revisions to the Statements of Cash Flows such that you now seem to be double -counting
contributions from and distributions to Anadarko by presenting it once in a gross

David R. Sinclair
Western Gas Equity Partners, LP
Western Gas Partners, LP
November 2, 2012
Page 5

 presentation and once in a net presentation.  Please tell us how these two classifications
differ and the types of items that would be included in each classification.

General

If you intend to respond to these comments with an amended draft registration s tatement,
please submit it and any associated correspondence in text searchable PDF files on EDGAR, as
we describe on our website at
http://www.sec.gov/divisions/corpfin/gu idance/drsfilingprocedures.pdf .

Western Gas Partners, LP

Form 10 -K for the year ended December 31, 2011

General

15. In the interest of reducing the volume of comments that we issue, we have not repeated
the comments that we issued on WGP’s Form S -1 that  also are applicable to WES’s
periodic reports.  However, we expect you to apply all applicable comments to WES’s
periodic reports.  Please confirm your agreement with this objective.

Financial Statements and Supplementary Data, page 90

Supplemental Quar terly Information, page 129

16. In future filings, please revise to disclose both net income (loss) and net income (loss)
attributable to the registrant for each quarter within the last two fiscal years.  See Item
302(a)(1) of Regulation S -K.

Please contact Lisa Sellars, Staff Accountant, at (202) 551 -3348 or Jennifer Thompson,
Accounting Branch Chief, at (202) 551 -3737 if you have any questions regarding comments on
the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney,  at
(202) 551 -3342, Catherine Brown, Staff Attorney , at (202)  551-3513 or me at (202) 551 -3720
with any other questions.

Sincerely,

 /s/ Jennifer Thompson   for

  Mara L. Ransom
Assistant Director