Mail Stop 3561
      January 18, 2006

John W. McReynolds
General Partner
Energy Transfer Equity, L.P.
2828 Woodside Street
Dallas, Texas 75204

      Re:	Energy Transfer Equity, L.P.
		Amendment No. 3 to Registration Statement on Form S-1
      Filed January 9, 2006
		File No. 333-128097

Dear Mr. McReynolds:

	We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General

1. Please revise your disclosures to include the interim period
ended
November 30, 2005.  Refer to Rules 3-12 and 11-02(c)(2)(i)
Regulation
S-X.

Our Cash Distribution Policy and Restrictions on Distributions,
page
46

Estimated Cash Available to Pay Distributions Based Upon Estimated
Consolidated..., page 58

2. We read your response to comment 1 in our letter dated January
5,
2006 and we re-issue our previous comment.  Please revise the
sixth
bullet point on page 61 to reflect the growth capital expenditures
reflected in the table on page 59.


Notes to Consolidated Financial Statements, page F-18

Note 15.  Reportable Segments, page F-64

3. We read your response to comment 6 in our letter dated January
5,
2006.  Please revise the paragraph preceding the tabular
disclosure
of segment amounts on page F-66 to clarify which amounts disclosed
in
the tables are audited and unaudited.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	You may contact Anthony Watson, Staff Accountant, at (202)
551-
3318, or George Ohsiek, Accounting Branch Chief, at (202) 551-3843
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 551-3333, Ellie Quarles, Special Counsel, at (202) 551-3238,
or
me at (202) 551-3720 with any other questions.

      Sincerely,



      H. Christopher Owings
      Assistant Director

cc:	Thomas P. Mason, Esq.
	Vinson & Elkins L.L.P.
	Fax:  (713) 615-5320


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John W. McReynolds
Energy Transfer Equity, L.P.
January 18, 2006
Page 1