Item 1.01. Entry into a Material Definitive Agreement.

On January 22, 2013, Energy Transfer Partners, L.P. (the "Partnership") entered into an Equity Distribution Agreement (the "Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("BofA Merrill Lynch"). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through BofA Merrill Lynch, as the Partnership's sales agent, the Partnership's common units representing limited partner interests having an aggregate offering price of up to $200,000,000 (the "Units"). Sales of the Units, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed by the Partnership and BofA Merrill Lynch.

Under the terms of the Agreement, the Partnership may also sell Units from time to time to BofA Merrill Lynch as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to BofA Merrill Lynch as principal would be pursuant to the terms of a separate terms agreement between the Partnership and BofA Merrill Lynch.

The Units will be issued pursuant to the Partnership's shelf registration statement on Form S-3 (Registration No. 333-183388).

The summary of the 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. Legal opinions relating to the Units are included as Exhibits 5.1 and 8.1 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Description Exhibit 1.1 Equity Distribution Agreement, dated January 22, 2013 by and among the Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 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.

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