UNITED STATES
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

Date of Report: January 31, 2005
Date of Earliest Event Reported: January 31, 2005

ENERGY TRANSFER PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-11727
(Commission File Number) 73-1493906
(IRS Employer
Identification No.)

2838 Woodside Street
Dallas, Texas 75204
(Address of principal executive offices) (Zip Code)

(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))

TABLE OF CONTENTS

Statements Of The Partnership's 5.95% Senior Notes due 2015

Item 7.01. Regulation FD Disclosure.

On January 31, 2005, Energy Transfer Partners, L.P. (the “Partnership”) held a conference call with the holders of its 5.95% Senior Notes due 2015 to discuss the Partnership’s recent announcement of the acquisition of the controlling interest in HPL Consolidation LP from AEP Energy Services Gas Holding Company II, L.L.C. and HPL Storage LP, subsidiaries of American Electric Power Company, and its impact on the Partnership’s operations. A copy of the statements made to the holders is attached to this report as Exhibit 99.1 and is being furnished herewith.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits. The following exhibits are being furnished herewith:
	Exhibit Number 99.1 — Statements made to the holders of the Partnership’s 5.95% Senior Notes due 2015 on January 31, 2005.

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.

	Energy Transfer Partners, L.P.
	By:	U.S. Propane L.P., General Partner
	By:	U.S. Propane L.L.C., General Partner
Date: January 31, 2005	By:	/s/ Ray C. Davis
		Ray C. Davis
		Co-Chief Executive Officer and officer duly authorized to sign on behalf of the registrant
	By:	/s/ Kelcy L. Warren
		Kelcy L. Warren
		Co-Chief Executive Officer and officer duly authorized to sign on behalf of the registrant

EXHIBIT INDEX

Exhibit No.	Description
99.1	Statements made to the holders of the Partnership’s 5.95% Senior Notes due 2015 on January 31, 2005.