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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 29, 2004


ENERGY TRANSFER PARTNERS, L.P.

(Exact name of registrant as specified in its charter)
         
Delaware   1-11727   73-1493906
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

2838 Woodside Street
Dallas, Texas 75204

(Address of principal executive offices) (Zip Code)

(918) 492-7272
(Registrant’s telephone number, including area code)



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Item 5. Other Events:
Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release


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Item 5. Other Events:

On April 26, 2004 the Registrant announced that it had signed an agreement with TXU Fuel Company to acquire all of its midstream natural gas assets as described in the Press Release dated April 26, 2004, attached as an Exhibit to this Form 8-K.

Item 7. Financial Statements and Exhibits.

(c) Exhibits

The following is filed herewith:

Exhibit Number 99.1 — Press Release dated April 26, 2004

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SIGNATURE

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: April 29, 2004  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   
 
         

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EXHIBIT INDEX

         
Exhibit No.
  Description
99.1
  Press Release dated April 26, 2004

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