FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WARREN KELCY L   2. Issuer Name and Ticker or Trading Symbol Regency Energy Partners LP [RGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3738 OAK LAWN AVE. 3. Date of Earliest Transaction (Month/Day/Year) 06/04/2014 (Street) DALLAS, TX 75219 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Units 06/04/2014   J(1)   14,398,848 A (1) 14,398,848 I Held by ETE Common Holdings, LLC (1) Common Units               26,266,791 I Held by Energy Transfer Equity, L.P. (2) Common Units               31,372,419 I Held by Panhandle Eastern Pipeline Company, LP (3) Class F Units               6,274,483 I Held by Panhandle Eastern Pipeline Company, LP (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WARREN KELCY L 3738 OAK LAWN AVE. DALLAS, TX 75219		X

Signatures

Sonia Aube as Attorney-in-Fact for Kelcy L. Warren		06/06/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to a Common Unit Purchase Agreement dated as of June 4, 2014, between ETE Common Holdings, LLC ("ETE Common Holdings") and Regency Energy Partners LP ("Regency"), ETE Common Holdings purchased from Regency 14,398,848 common units representing limited partner interests in Regency for an aggregate purchase price of $400,000,000. ETE Common Holdings is a wholly owned subsidiary of Energy Transfer Equity, L.P. ("ETE"). ETE owns all of the membership interests in ETE Common Holdings Member, LLC ("ETE CH Member"). ETE owns a 99.8% interest in ETE Common Holdings and ETE CH Member owns a 0.2% interest in ETE Common Holdings. Mr. Warren disclaims beneficial ownership of the securities of the Issuer held indirectly by ETE Common Holdings except to the extent of his pecuniary interest therein, if any.
(2)	LE GP, LLC is the general partner of ETE. Mr. Warren holds an 81.2% membership interest in LE GP, LLC. Mr. Warren disclaims beneficial ownership of the securities of the Issuer held indirectly by LE GP, LLC through ETE except to the extent of his pecuniary interest therein, if any.
(3)	In January 2014, Southern Union Company merged with and into Panhandle Eastern Pipeline Company, LP ("PEPL"). PEPL is a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP"). Energy Transfer Partners GP, L.P. is the general partner of ETP and Energy Transfer Partners, L.L.C. is the general partner of Energy Transfer Partners GP, L.P. and both are wholly owned subsidiaries of ETE. Mr. Warren disclaims beneficial ownership of the securities of the Issuer held indirectly by PEPL except to the extent of his pecuniary interest therein, if any.

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