SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Energy Transfer Partners, L.P.

(Exact name of Registrant as specified in its charter)

Delaware		1-11727		73-1493906
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

3738 Oak Lawn Avenue
Dallas, TX 75219
(Address of principal executive offices)
(214) 981-0700
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01 Regulation FD Disclosure.

     On March 17, 2008, Energy Transfer Partners, L.P. (“ETP”) issued a press release announcing the resolution of the pending legal proceeding brought against ETP by the Commodity Futures Trading Commission (the “CFTC”). A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 8.01 Other Events.

     On March 17, 2008, the legal proceeding brought by the CFTC against ETP in the United States District Court for the Northern District of Texas was dismissed after ETP entered into a consent order with the CFTC. Pursuant to the consent order, ETP agreed to pay the CFTC $10.0 million and the CFTC agreed to release ETP and its affiliates, directors and employees from all claims or causes of action asserted by the CFTC in this proceeding. The settlement payment will reduce ETP’s existing accrual and will be paid from cash flow from operations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

99.1

Press release dated March 17, 2008.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibits

99.1

Press release dated March 17, 2008.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Energy Transfer Partners Announces
Resolution of CFTC Proceedings

DALLAS, March 17, 2008 — Energy Transfer Partners, L.P. (NYSE:ETP) today announced it has reached an agreement to resolve the pending legal proceeding brought by the Commodity Futures Trade Commission (“CFTC”). Under the agreement, ETP will pay the CFTC $10 million, and the CFTC agreed to release ETP and its affiliates, directors and employees from all claims or causes of actions asserted by the CFTC in this proceeding. As a result of this agreement, the CFTC’s legal proceeding has been dismissed by the court. The agreement between the CFTC and ETP contains no findings of fact or conclusions of law.

“We are pleased to have resolved this matter,” said Jerry Langdon, Energy Transfer Partner’s Chief Administrative and Compliance Officer. “This is an important and positive step for Energy Transfer as we focus on the continued execution of our business plans.”

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Arizona, Colorado, Louisiana, New Mexico and Utah, and owns the largest intrastate pipeline system in Texas. ETP’s natural gas operations include intrastate natural gas gathering and transportation pipelines, natural gas treating and processing assets and three natural gas storage facilities located in Texas. These assets include approximately 14,000 miles of

intrastate pipeline in service, with approximately 500 miles of intrastate pipeline under construction, and 2,400 miles of interstate pipeline. ETP is also one of the three largest retail marketers of propane in the United States, serving more than one million customers across the country.

Energy Transfer Equity, L.P. (NYSE:ETE) owns the general partner of Energy Transfer Partners and approximately 62.5 million ETP limited partners units. Together ETP and ETE have a combined enterprise value of approximately $20 billion.

The information contained in this press release is available on the Partnership’s website at www.energytransfer.com.

Contacts:
Investor Relations:
Renee Lorenz
Energy Transfer
214-981-0795 (office)

Media Relations:
Vicki Granado
Gittins & Granado
214-504-2260 (office)
214-498-9272 (cell)

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