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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
 
 TARGA RESOURCES PARTNERS LP
  Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    001-33303
(Commission
File Number)
    
    65-1295427
(IRS Employer
Identification No.)
 1000 Louisiana, Suite 4300
Houston, TX 77002
 (713) 584-1000
  o
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Item 1.01
Entry Into a Material Definitive Agreement.
 Underwriting Agreement
       Credit Agreement




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Contribution, Conveyance and Assumption Agreement
    Amended and Restated Omnibus Agreement
  i.
    
    Targas obligation to provide certain general and administrative services
to the Partnership and its subsidiaries;ii.
    
    the Partnerships obligation to reimburse Targa and its affiliates for
the provision of these general and administrative services, subject to a cap of $5
million (relating to the Partnerships north Texas business) in the first year,
which increases in the subsequent two years based on a formula specified in the
Amended and Restated Omnibus Agreement;iii.
    
    the Partnerships obligation to reimburse Targa and its affiliates for
direct expenses incurred on behalf of the Partnership and its subsidiaries; andiv.
    
    Targas obligation to indemnify the Partnership for certain liabilities
and the Partnerships obligation to indemnify Targa for certain liabilities.
  i.
    
    general and administrative expenses, which are not capped,
allocated to the Acquired Businesses according to Targas
allocation practice; andii.
    
    operating and certain direct expenses, which are not capped.




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Relationships
     Item 2.01 Completion of Acquisition or Disposition of Assets.
  Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
  Item 3.02 Unregistered Sales of Equity Securities.




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Item 7.01 Regulation FD Disclosure.
   Item 9.01 Financial Statements and Exhibits.
 (a)  Financial statements of businesses acquired.
 In accordance with Item 9.01(a)(4) of Form 8-K, the
required financial information with respect to the acquisition of the
Purchased Interests will be provided within 71 calendar days of
October 24, 2007.
 (b)  Pro forma financial information.
 In accordance with Item 9.01(b)(2) of Form 8-K, the
required pro forma financial information with respect to the acquisition of the
Purchased Interests will be provided within 71 calendar days of
October 24, 2007.
 (c)  Not applicable.
 (d)  Exhibits
 ExhibitNumber
    
    DescriptionExhibit 1.1
    
    Underwriting Agreement, dated October 18, 2007, by and among the
Partnership, GP LLC, Operating GP LLC, Operating LP and the
Underwriters named therein.Exhibit 2.1*
    
    Purchase and Sale Agreement, dated as of September 18, 2007, by
and between Targa Resources Partners LP and Targa Resources
Holdings LP (incorporated by reference to Exhibit 2.1 to Targa
Resources Partners LPs Current Report on Form 8-K filed
September 21, 2007 (File No. 001-33303)).Exhibit 2.2
    
    Amendment to Purchase and Sale
Agreement, dated October 1, 2007.Exhibit 10.1
    
    Credit Agreement, dated February 14, 2007, by and among Targa
Resources Partners LP, as Borrower, Bank of America, N.A., as
Administrative Agent, Wachovia Bank, N.A., as Syndication Agent,
Merrill Lynch Capital, Royal Bank of Canada and The Royal Bank
of Scotland PLC, as Co-Documentation Agents, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1
to Targa Resources Partners LPs Current Report on Form 8-K
filed February 16, 2007 (File No. 001-33303)).Exhibit 10.2
    
    Commitment Increase Supplement, dated October 24, 2007, by and
among Targa Resources Partners LP, Bank of America, N.A. and the
parties signatory thereto as the Increasing Lenders and the New
Lenders.Exhibit 10.3
    
    First Amendment to Credit Agreement, dated October 24, 2007, by
and among Targa Resources Partners LP, Bank of America, N.A. and
each Lender party thereto.Exhibit 10.4
    
    Contribution, Conveyance and Assumption Agreement, dated
October 24, 2007, by and among Targa Resources Partners LP, Targa
Resources Holdings LP, Targa TX LLC, Targa TX PS LP, Targa LA
LLC, Targa LA PS LP and Targa North Texas GP LLC.Exhibit 10.5
    
    Amended and Restated Omnibus Agreement, dated October 24, 2007,
by and among the Partnership, Targa, Targa Resources LLC and GP
LLC.Exhibit 99.1
    
    Targa Resources Partners LP Press Release dated October 24, 2007.




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SIGNATURES
  TARGA RESOURCES PARTNERS LPBy:
    Targa Resources GP LLCits general partner Dated: October 24, 2007
    By:
    /s/ Jeffrey J. McParlandJeffrey J. McParlandExecutive Vice President and Chief Financial Officer




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EXHIBIT INDEX
 ExhibitNumber
    
    DescriptionExhibit 1.1
    
    Underwriting Agreement, dated October 18, 2007, by and among the
Partnership, GP LLC, Operating GP LLC, Operating LP and the
Underwriters named therein.Exhibit 2.1*
    
    Purchase and Sale Agreement, dated as of September 18, 2007, by
and between Targa Resources Partners LP and Targa Resources
Holdings LP (incorporated by reference to Exhibit 2.1 to Targa
Resources Partners LPs Current Report on Form 8-K filed
September 21, 2007 (File No. 001-33303)).Exhibit 2.2
    
    Amendment to Purchase and Sale
Agreement, dated October 1, 2007.Exhibit 10.1
    
    Credit Agreement, dated February 14, 2007, by and among Targa
Resources Partners LP, as Borrower, Bank of America, N.A., as
Administrative Agent, Wachovia Bank, N.A., as Syndication Agent,
Merrill Lynch Capital, Royal Bank of Canada and The Royal Bank
of Scotland PLC, as Co-Documentation Agents, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1
to Targa Resources Partners LPs Current Report on Form 8-K
filed February 16, 2007 (File No. 001-33303)).Exhibit 10.2
    
    Commitment Increase Supplement, dated October 24, 2007, by and
among Targa Resources Partners LP, Bank of America, N.A. and the
parties signatory thereto as the Increasing Lenders and the New
Lenders.Exhibit 10.3
    
    First Amendment to Credit Agreement, dated October 24, 2007, by
and among Targa Resources Partners LP, Bank of America, N.A. and
each Lender party thereto.Exhibit 10.4
    
    Contribution, Conveyance and Assumption Agreement, dated October
24, 2007, by and among Targa Resources Partners LP, Targa
Resources Holdings LP, Targa TX LLC, Targa TX PS LP, Targa LA
LLC, Targa LA PS LP and Targa North Texas GP LLC.Exhibit 10.5
    
    Amended and Restated Omnibus Agreement, dated October 24, 2007,
by and among the Partnership, Targa, Targa Resources LLC and GP
LLC.Exhibit 99.1
    
    Targa Resources Partners LP Press Release dated October 24, 2007.