8-K

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 (Date of earliest event reported): January 6, 2011 (December 31, 2010)

REGENCY ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)  

DELAWARE	000-51757	16-1731691
(State or other jurisdiction of  incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

2001 Bryan Street, Suite 3700

 Dallas, Texas 75201

 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (214) 750-1771

 (Former name or former address, if changed since last report.)

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 5.03.                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 31, 2010, ETE GP Acquirer LLC (“GP Acquirer”), the sole member of Regency GP LLC, approved the Third Amendment to the Amended and Restated Limited Liability Company Agreement of Regency GP LLC (the “Third Amendment”), and the Third Amendment became effective on December 31, 2010.

GP Acquirer owns 100% of the limited liability company interests in Regency GP LLC, which is the general partner of Regency GP LP, which in turn is the general partner of Regency Energy Partners LP.

The Third Amendmentamends the definition of “Conflicts Committee” contained in the Amended and Restated Limited Liability Company Agreement of Regency GP LLC in order to provide that the Conflicts Committee will be comprised of two or more, rather than three, committee members.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
Exhibit 3.1	Third Amendment to the Amended and Restated Limited Liability Company Agreement of Regency GP LLC, dated December 31, 2010.

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.

REGENCY ENERGY PARTNERS LP  By: Regency GP LP, its general partner  By: Regency GP LLC, its general partner
By:	/s/ Paul M. Jolas
	Paul M. Jolas
	Executive Vice President, Chief Legal Officer and Secretary

January 6, 2011

EX-3.1

THIRD AMENDMENT

TO

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

REGENCY GP LLC

This Third Amendment (“Amendment”) to the Amended and Restated Limited Liability Company Agreement dated February 3, 2006, as amended by Amendment No. 1 thereto dated February 25, 2010, as further amended by Amendment No. 2 thereto dated August 10, 2010 (as so amended, the “Original LLC Agreement”), of Regency GP LLC, a Delaware limited liability company (the “Company”), is dated December 31, 2010. Defined terms used in this Amendment shall have the meanings ascribed thereto in the Original LLC Agreement.

RECITALS

WHEREAS, ETE GP Acquirer LLC, a Delaware limited liability company (the “Member”), in its capacity as the sole member of the Company, desires to amend the Original LLC Agreement.

NOW, THEREFORE, the Member hereby amends the Original LLC Agreement as follows:

Section 1.                      Amendments.

Section 7.9(c) of the Original LLC Agreement is hereby amended and restated to read in its entirety:

 “(c)           The Board shall have a conflicts committee comprised of two or more Directors, all of whom shall be Independent Directors (the “Conflicts Committee”). Any matter approved by the Conflicts Committee in the manner provided for in the Partnership Agreement shall be conclusively deemed to be fair and reasonable to the Partnership, and not a breach by the Company of any fiduciary or other duty owed to the Partnership by the Company.”

Section 2.                      Ratification of Original LLC Agreement.  Except as expressly modified and amended herein, all of the terms and conditions of the Original LLC Agreement shall remain in full force and effect.

Section 3.                      Governing Law.  This Amendment will be governed by and construed in accordance with the laws of the State of Delaware.

Section 4.                      Counterparts.  This Amendment may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above by the sole member of the Company.

MEMBER:

ETE GP ACQUIRER LLC

BY:           Energy Transfer Equity, L.P.

its sole member

BY:           LE GP, LLC,

its general partner

By:           /s/ John W. McReynolds

Name:      John W. McReynolds

Title:        President and Chief Financial Officer of LE GP, LLC,