Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2009, Energy Transfer Partners, L.P. (the "Partnership") entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC, as joint book-running managers and representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Partnership sold 6,000,000 units representing limited partner interests in the Partnership (the "Units") at a price of $41.27 per Unit ($39.997 per Unit, net of underwriting discount). Pursuant to the Underwriting Agreement, the Partnership granted the Underwriters a 30-day option to purchase up to an additional 900,000 Units on the same terms as those Units sold by the Partnership. The Units have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-3ASR (Registration No. 333-147990) of the Partnership, as supplemented by the Prospectus Supplement dated October 1, 2009 relating to the Units, filed with the Securities and Exchange Commission ("Commission") pursuant to Rule 424(b) of the Securities Act on October 1, 2009. Closing of the sale of the Units is scheduled for October 6, 2009. Legal opinions relating to the Units are included as Exhibits 5.1 and 8.1 hereto.
The Partnership has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The summary of the Underwriting Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto.
Item 7.01. Regulation FD Disclosure.
On October 1, 2009, the Partnership issued a press release announcing that it had priced the offering of 6,000,000 Units. A copy of the press release is furnished as Exhibit 99.1 hereto 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number Description of the Exhibit Exhibit 1.1 Underwriting Agreement, dated October 1, 2009, by and among the Partnership and the Underwriters. Exhibit 5.1 Opinion of Vinson & Elkins L.L.P. regarding legality of the Units. Exhibit 8.1 Opinion of Vinson & Elkins L.L.P. regarding tax matters. Exhibit 99.1 Press release, dated October 1, 2009, announcing the pricing of the Units.

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