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): April 26, 2011

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, 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 7.01 Regulation FD Disclosure.

On April 26, 2011, Regency Energy Partners LP (the “Partnership”) issued a press release announcing its Board of Directors approved a cash distribution for the quarter ended March 31, 2011.

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 April 26, 2011, the Partnership announced that its Board of Directors has approved a quarterly distribution of $0.445 per unit ($1.78 annualized) on common units and Series A Preferred Units for the quarter ended March 31, 2011. The distribution will be paid on May 13, 2011 to unitholders of record as of the close of business on May 6, 2011.

Item 9.01 Financial Statements and Exhibits.

(a)-(c) Not used.

(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.

Exhibit
Number	Description
Exhibit 99.1	Regency Energy Partners LP Press Release dated April 26, 2011.

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

April 26, 2011

EX-99.1

Exhibit 99.1

Regency Energy Partners Announces Cash Distribution of 44.5 Cents

Per Outstanding Common Unit

DALLAS, April 26, 2011 – Regency Energy Partners LP (Nasdaq: RGNC), (“Regency” or the “Partnership”), announced today a cash distribution of 44.5 cents per outstanding common unit and Series A Preferred Unit for the first quarter ended March 31, 2011. The distribution will be paid on May 13, 2011 to unitholders of record at the close of business on May 6, 2011.  This distribution is equivalent to $1.78 per outstanding common unit and Series A Preferred Unit on an annual basis.

Regency will hold a quarterly conference call to discuss first-quarter 2011 results on Thursday, May 5, 2011, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).

The dial-in number for the call is 1-866-788-0542 in the United States, or +1-857-350-1680 outside the United States, pass code 99047709. A live webcast of the call may be accessed on the investor relations page of Regency’s website at www.regencyenergy.com. The call will be available for replay for seven days by dialing 1-888-286-8010 (from outside the U.S., +1-617-801-6888) pass code 24958497. A replay of the broadcast will also be available on the Partnership’s Web site for 30 days.

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Please note that 100 percent of Regency’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, Regency’s distributions to foreign investors are subject to federal income tax withholding at a rate of 35 percent.

This release contains “forward-looking” statements, which are any statements that do not relate strictly to historical facts.  The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “will” or similar expressions help identify forward-looking statements.  Forward-looking statements are subject to a variety of risks, uncertainties and assumptions, which include, but are not limited to, the risks, uncertainties and assumptions enumerated in our Forms 10-Q and 10-K as filed with the Securities and Exchange Commission.  Although we believe our forward-looking statements are based on reasonable assumptions, current expectations and projections about future events, we cannot give assurances that such assumptions, expectations and projections will prove to be correct.  Therefore, actual results and outcomes may differ materially from those expressed in such forward-looking statements.  We undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Regency Energy Partners LP (Nasdaq: RGNC) is a growth-oriented, midstream energy partnership engaged in the gathering and processing, contract compression, treating and transportation of natural gas and natural gas liquids. Regency's general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE). For more information, visit the Regency Energy Partners LP Web site at www.regencyenergy.com.

CONTACT:

Investor Relations:	Media Relations:
Lyndsay Hannah	Elizabeth Cornelius
Regency Energy Partners	HCK2 Partners
Manager, Communications & Public Relations
214-840-5477	972-716-0500 x26
ir@regencygas.com	elizabeth.cornelius@hck2.com