##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-33303
      TARGA
    RESOURCES PARTNERS LP
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other
    jurisdiction of
    incorporation or organization)

65-1295427(I.R.S. Employer
    Identification No.)1000 Louisiana,
    Suite 4300, Houston, Texas(Address of principal
    executive offices)

77002(Zip
    Code)   Registrants telephone number, including area code:
 (713) 584-1000
  þ o
  Rule 12b-2
  Large
    accelerated
    filer o     Accelerated
    filer o     Non-accelerated
    filer þ  Rule 12b-2 o þ




---



##### 



PART
    I  FINANCIAL INFORMATIONItem 1.


Unaudited Consolidated Financial
    Statements


4Consolidated
    Balance Sheets at June 30, 2007 and December 31,
    2006


4Consolidated
    Statements of Operations for the three and six months ended
    June 30, 2007 and 2006


5Consolidated
    Statements of Comprehensive Loss for the three and six months
    ended June 30, 2007 and 2006


6Consolidated
    Statement of Changes in Partners Capital for the six
    months ended June 30, 2007


7Consolidated
    Statements of Cash Flows for the six months ended June 30,
    2007 and 2006


8Notes to the
    Consolidated Financial Statements


9Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


26Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


39Item 4.


Controls and
    Procedures


42PART
    II  OTHER INFORMATIONItem 1.


Legal
    Proceedings


42Item 1A.


Risk
    Factors


42Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


43Item 3.


Defaults Upon
    Senior Securities


43Item 4.


Submission of
    Matters to a Vote of Security Holders


43Item 5.


Other
    Information


43Item 6.


Exhibits


43SIGNATURES


45Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350   1




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##### Table of Contents



Form 10-Q,
  BBtu

Billion British thermal unitsBtu

British thermal unit, a measure of
    heating value/d

Per daygal

GallonsBbl

BarrelsMBbl

Thousand barrelsMcf

Thousand cubic feetMMBtu

Million British thermal unitsMMcf

Million cubic feetNGL

Natural gas liquids   Price IndexDefinitionsIF-NGPL MC

Inside FERC Gas Market Report,
    Natural Gas Pipeline, Mid-ContinentIF-Waha

Inside FERC Gas Market Report,
    West Texas WahaMB-OPIS

Oil Price Information Service,
    Mont Belvieu, TexasNY-WTI

NYMEX, West Texas Intermediate
    Crude Oil   Cautionary
    Statement About Forward-Looking Statements
    
    our ability to access the debt and equity markets, which will
    depend on general market conditions and the credit ratings for
    our debt obligations;
    our success in risk management activities, including the use of
    derivative financial instruments to hedge commodity and interest
    rate risks;
    the level of creditworthiness of counterparties to transactions;
    the amount of collateral required to be posted from time to time
    in our transactions;
    changes in laws and regulations, particularly with regard to
    taxes, safety and protection of the environment or the gathering
    and processing industry;
    the timing and extent of changes in natural gas, NGL and
    commodity prices, interest rates and demand for our services;
    weather and other natural phenomena;
    industry changes, including the impact of consolidations and
    changes in competition;
    our ability to obtain necessary licenses, permits and other
    approvals; 2




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##### Table of Contents




    our ability to grow through acquisitions or internal growth
    projects, and the successful integration and future performance
    of such assets;
    the level and success of natural gas drilling around our assets,
    and our success in connecting natural gas supplies to our
    gathering and processing systems;
    general economic, market and business conditions; and
    the risks described elsewhere in this quarterly report and under
    Item 1A. Risk Factors in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006.  Form 10-K
   3




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Consolidated
    Financial Statements  TARGA
    RESOURCES PARTNERS LP
 CONSOLIDATED
    BALANCE SHEETS  June 30,


December 31,2007


2006(Unaudited)(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
9,361


$
Receivables from third parties


1,195



1,310Receivables from affiliated
    companies


50,701



Assets from risk management
    activities


7,616



17,250Other


483



Total current assets


69,356



18,560Property, plant and equipment, at
    cost


1,139,723



1,129,210Accumulated depreciation


(93,586
)


(65,102
)Property, plant and equipment, net


1,046,137



1,064,108Long-term assets from risk
    management activities


4,462



15,541Other long-term assets


3,860



17,612Total assets

$
1,123,815


$
1,115,821LIABILITIES AND PARTNERS
    CAPITALCurrent liabilities:Accounts payable

$
4,252


$
2,789Accrued liabilities


33,983



28,832Current maturities of debt
    allocated from Parent






281,083Liabilities from risk management
    activities


6,874



Total current liabilities


45,109



312,704Long-term debt allocated from
    Parent






582,877Long-term debt


294,500



Long-term liabilities from risk
    management activities


11,550



96Other long-term liabilities


1,763



1,684Deferred income tax liability


3,197



2,844Commitments and contingencies
    (Note 9)Partners capital:Common unitholders
    (19,336,000 units issued and outstanding at June 30,
    2007)


378,208



Subordinated unitholders
    (11,528,231 units issued and outstanding at June 30,
    2007)


376,673



General partner
    (629,555 units issued and outstanding at June 30, 2007)


20,571



Accumulated other comprehensive
    income (loss)


(7,756
)


30,843Net parent investment






184,773Total partners capital


767,696



215,616Total liabilities and
    partners capital

$
1,123,815


$
1,115,821    4




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##### Table of Contents



TARGA
    RESOURCES PARTNERS LP
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006(Unaudited)(In thousands, except per unit amounts)Revenues from third parties

$
4,300


$
2,871


$
10,384


$
4,728Revenues from affiliates


102,103



89,802



189,612



184,196Total operating revenues


106,403



92,673



199,996



188,924Costs and expenses:Product purchases from third
    parties


74,306



64,657



137,751



132,350Product purchases from affiliates


271



227



514



400Operating expenses, excluding
    DD&A


6,065



5,599



12,033



11,543Depreciation and amortization
    expense


14,289



13,719



28,484



27,439General and administrative expense


1,953



1,667



3,531



3,25596,884



85,869



182,313



174,987Income from operations


9,519



6,804



17,683



13,937Other expense:Interest expense, net


5,154







7,859



Interest expense from affiliates,
    net










9,827



Interest expense allocated from
    Parent






18,302







35,663Income (loss) before income taxes


4,365



(11,498
)


(3
)


(21,726
)Deferred income tax expense


327



1,454



665



1,454Net income (loss)

$
4,038


$
(12,952
)

$
(668
)

$
(23,180
)Allocation of net income (loss)
    for the three and six months ended June 30, 2007:Net loss attributable to the
    period from January 1, 2007 to February 13, 2007

$







$
(6,861
)Net income attributable to the
    period from February 14, 2007 to June 30, 2007


4,038







6,193Net income (loss)

$
4,038






$
(668
)General partner interest in net
    income for the period from February 14, 2007 to
    June 30, 2007

$
81






$
124Common and subordinated
    unitholders interest in net income for the period from
    February 14, 2007 to June 30, 2007

$
3,957






$
6,069Basic net income per common and
    subordinated unit

$
0.13






$
0.20Diluted net income per common and
    subordinated unit

$
0.13






$
0.20Basic average number of common and
    subordinated units outstanding


30,848







30,848Diluted average number of common
    and subordinated units outstanding


30,855







30,854    5




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##### Table of Contents



TARGA
    RESOURCES PARTNERS LP
 CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE LOSS  Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006(Unaudited)(In thousands)Net income (loss)

$
4,038


$
(12,952
)

$
(668
)

$
(23,180
)Other comprehensive income (loss):Commodity hedges:Change in fair value of commodity
    hedges


(7,440
)


12,007



(33,335
)


12,007Reclassification adjustment for
    settled periods


(1,004
)






(5,000
)


Related income taxes


8







311



Interest rate swaps:Change in fair value of interest
    rate swaps






593



(575
)


1,559Reclassification adjustment for
    settled periods






(36
)






3Other comprehensive income (loss)


(8,436
)


12,564



(38,599
)


13,569Comprehensive loss

$
(4,398
)

$
(388
)

$
(39,267
)

$
(9,611
)    6




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##### Table of Contents



TARGA
    RESOURCES PARTNERS LP
 CONSOLIDATED
    STATEMENT OF CHANGES IN PARTNERS CAPITAL  AccumulatedOther


Partners CapitalNet Parent


Comprehensive


Limited Partners


GeneralInvestment


Income


Common


Subordinated


Partner


Total(Unaudited)(In thousands)Balance at December 31,
    2006

$
184,773


$
30,843


$



$



$



$
215,616Net loss attributable to the
    period from January 1, 2007 through February 13, 2007


(6,861
)


















(6,861
)Other contributions


218,993



















218,993Book value of net assets
    contributed by Targa Resources, Inc. to the Partnership


(396,905
)










376,351



20,554



Issuance of units to public
    (including underwriter over-allotment), net of offering and
    other costs










377,593











377,593Non-cash compensation










76











76Other comprehensive loss






(38,599
)














(38,599
)Net income attributable to the
    period from February 14, 2007 to June 30, 2007










3,802



2,267



124



6,193Distributions










(3,263
)


(1,945
)


(107
)


(5,315
)Balance at June 30,
    2007

$



$
(7,756
)

$
378,208


$
376,673


$
20,571


$
767,696    7




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##### Table of Contents



TARGA
    RESOURCES PARTNERS LP
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Six Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2006(Unaudited)(In thousands)Cash flows from operating
    activitiesNet loss

$
(668
)

$
(23,180
)Adjustments to reconcile net loss
    to net cash provided by operating activitiesDepreciation


28,484



27,439Accretion of asset retirement
    obligations


79



72Amortization of debt issue costs


305



2,570Noncash compensation


76



Gain (loss) on sale of assets


1



(15
)Deferred income tax expense


665



1,454Risk management activities


130



Changes in operating assets and
    liabilities:Accounts receivable


(11,730
)


409Inventory






824Other


(503
)


630Accounts payable


1,463



933Accrued liabilities


5,151



(7,754
)Net cash provided by operating
    activities


23,453



3,382Cash flows from investing
    activitiesPurchases of property, plant and
    equipment


(10,515
)


(11,225
)Other


1



64Net cash used in investing
    activities


(10,514
)


(11,161
)Cash flows from financing
    activitiesProceeds from initial public
    offering


380,768



Costs incurred in connection with
    initial public offering


(3,175
)


Distributions


(5,315
)


Proceeds from borrowings under
    credit facility


342,500



Costs incurred in connection with
    financing arrangements


(4,145
)


Repayments of loans:Affiliated


(665,692
)


Credit facility


(48,000
)


Deemed parent contributions
    (distributions)


(519
)


7,779Net cash provided by (used in)
    financing activities


(3,578
)


7,779Cash and cash equivalents,
    beginning of period






Cash and cash equivalents, end of
    period

$
9,361


$
Supplemental cash flow
    information:Net settlement of allocated
    indebtedness and debt issue costs

$
846,348


$
Net contribution of affiliated
    indebtedness


(665,692
)


Net contribution of affiliated
    receivables


38,856



Noncash long-term debt allocation
    of payments from Parent






2,466    8




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##### Table of Contents



Targa
    Resources Partners LP
 Notes to
    Consolidated Financial Statements  Note 1 
    Description
    of Business and Basis of Presentation            Form 10-Q Regulation S-X.
 9




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  Form 10-Q Form 10-K
  Note 2 
    Accounting
    Policies  Asset Retirement Obligations. Accounting for Asset Retirement
    Obligations, Accounting for
    Conditional Asset Retirement Obligations. and/or
    Balance as of December 31,
    2006

$
1,684Liabilities incurred


Change in estimate


Accretion expense


79Balance as of June 30, 2007

$
1,763   Cash and Cash Equivalents.
  Comprehensive Income.
  Debt Issue Costs.
  Environmental Liabilities.
 10




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  and/or
  Impairment of Long-Lived Assets.
  Income Taxes.
  Accounting for
    Uncertainty in Income Taxes
  Inventory Imbalance. and/or
  Net Income per Limited Partner Unit. 03-6, Participating Securities and the Two-Class Method
    Under FASB Statement No. 128
  EITF 03-6
 11




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  EITF 03-6 EITF 03-6
  Price Risk Management (Hedging). Accounting for Derivative
    Instruments and Hedging Activities,
      Property, Plant and Equipment.
  Asset Group

Range of YearsNatural gas gathering systems and
    processing facilities


15 to 25Office and miscellaneous equipment


3 to 7     Revenue Recognition.
  
    sales of natural gas, NGL and condensate; and
    natural gas processing, from which we generate revenues through
    the compression, gathering, treating, and processing of natural
    gas. 12




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
       EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
  Segment Information. Disclosures about Segments of an Enterprise and Related
    Information
  Use of Estimates.
  Recent
    Accounting Pronouncements.
  Fair Value
    Measurements.
 13




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 115,
  Note 3 
    Partnership
    Equity and Distributions  General.
  Definition of Available Cash.
  
    less the amount of cash reserves established by the general
    partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to the unitholders and to the
    general partner for any one or more of the next four quarters.  General Partner Interest and Incentive Distribution
    Rights.
    Subordinated Units.
 14




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  Distributions of Available Cash during the Subordination
    Period.
  
    first, 98% to the common unitholders, and 2% to the
    general partner, pro rata, until we distribute for each
    outstanding common unit an amount equal to the Minimum Quarterly
    Distribution for that quarter;
    second, 98% to the common unitholders, and 2% to the
    general partner, pro rata, until we distribute for each
    outstanding common unit an amount equal to any arrearages in
    payment of the Minimum Quarterly Distribution on the common
    units for any prior quarters during the subordination period;
    third, 98% to the subordinated unitholders, and 2% to the
    general partner, pro rata, until we distribute for each
    subordinated unit an amount equal to the Minimum Quarterly
    Distribution for that quarter;
    fourth,98% to all unitholders, and 2% to the general
    partner, pro rata, until each unitholder receives a total of
    $0.3881 per unit for that quarter (the First Target
    Distribution);
    fifth,85% to all unitholders, and 15% to the general
    partner, pro rata, until each unitholder receives a total of
    $0.4219 per unit for that quarter (the Second Target
    Distribution);
    sixth,75% to all unitholders, and 25% to the general
    partner, pro rata, until each unitholder receives a total of
    $0.50625 per unit for that quarter (the Third Target
    Distribution); and
    thereafter,50% to all unitholders, and 50% to the
    general partner pro rata, (the Fourth Target Distribution).  Distributions of Available Cash after the Subordination
    Period.
  
    first, 98% to all unitholders, and 2% to the general
    partner, pro rata, until each unitholder receives a total of
    $0.3881 per unit for that quarter;
    second, 85% to all unitholders, and 15% to the general
    partner, pro rata, until each unitholder receives a total of
    $0.4219 per unit for that quarter;
    third, 75% to all unitholders, and 25% to the general
    partner, pro rata, until each unitholder receives a total of
    $0.50625 per unit for that quarter; and
    thereafter, 50% to all unitholders, and 50% to the
    general partner, pro rata.  Note 4 
    Net
    Income per Limited Partner Unit       15




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
      Three Months


Three Months


Six Months








Six MonthsEnded


Ended


Ended


Feb. 14, 2007 to


Jan. 1, 2007 to


EndedJune 30, 2007


June 30, 2006


June 30, 2007


June 30, 2007


Feb. 13, 2007


June 30, 2006Revenues from third parties

$
4,300


$
2,871


$
10,384


$
6,449


$
3,935


$
4,728Revenues from affiliates


102,103



89,802



189,612



151,443



38,169



184,196106,403



92,673



199,996



157,892



42,104



188,924Costs and expenses:Product purchases


74,577



64,884



138,265



109,570



28,695



132,750Operating expenses, excluding
    DD&A


6,065



5,599



12,033



9,217



2,816



11,543Depreciation and amortization
    expense


14,289



13,719



28,484



21,559



6,925



27,439General and administrative expense


1,953



1,667



3,531



2,829



702



3,25596,884



85,869



182,313



143,175



39,138



174,987Income from operations


9,519



6,804



17,683



14,717



2,966



13,937Other expenseInterest expense, net


5,154







7,859



7,859







Interest expense from affiliate, net










9,827







9,827



Interest expense allocated from
    Parent






18,302















35,663Income (loss) before income taxes


4,365



(11,498
)


(3
)


6,858



(6,861
)


(21,726
)Deferred income tax expense


327



1,454



665



665







1,454Net income (loss)

$
4,038


$
(12,952
)

$
(668
)

$
6,193


$
(6,861
)

$
(23,180
)General partner interest in net
    income

$
81






$
(6,737
)

$
124


$
(6,861
)Net income available to common and
    subordinated unitholders

$
3,957






$
6,069


$
6,069


$
Basic net income per common and
    subordinated unit

$
0.13






$
0.20


$
0.20Diluted net income per common and
    subordinated unit

$
0.13






$
0.20


$
0.20Basic average number of common and
    subordinated units outstanding


30,848







30,848



30,848Restrictive equivalents


7







6



6Diluted average number of common
    and subordinated units outstanding


30,855







30,854



30,854    16




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  Note 5 
    Related-Party
    Transactions  Targa
    Resources, Inc.
    Reimbursement
    of Operating and General and Administrative Expense
    
    general and administrative expenses, which are capped at
    $5 million annually for three years, subject to increases
    based on increases in the Consumer Price Index and subject to
    further increases in connection with expansions of our
    operations through the acquisition or construction of new assets
    or businesses with the concurrence of our conflicts committee;
    thereafter, our general partner will determine the general and
    administrative expenses to be allocated to us in accordance with
    our partnership agreement; and
    operations and certain direct expenses, which are not subject to
    the $5 million cap for general and administrative expenses.    Sales to and purchases from affiliates.
  NGL and Condensate Purchase Agreement.
  Natural Gas Purchase Agreement.
 17




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Allocation of costs.
  Allocations of long-term debt, debt issue costs, interest
    rate swaps and interest expense
 18




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Six Months








Six MonthsEnded


Feb. 14, 2007 to


Jan. 1, 2007 to


EndedJune 30, 2007


June 30, 2007


Feb. 13, 2007


June 30, 2006(In thousands)CashSales to affiliates

$
(189,612
)

$
(151,443
)

$
(38,169
)

$
(184,196
)Purchases from affiliates


514



437



77



400Allocations of general &
    administrative expenses  pre IPO


702







702



3,255Allocations of general &
    administrative expenses under Omnibus Agreement


2,829



2,829







Allocated interest














35,663Affiliate interest


9,838







9,838



Receivable from affiliates to be
    settled in cash


50,701



50,701







Payments made by the Parent


124,509



97,476



27,033



150,163$
(519
)

$




(519
)


5,285NoncashNet settlement of allocated
    indebtedness and debt issue costs









$
846,348


$
Net contribution of affiliated
    indebtedness










(665,692
)


Other










38,856



2,466219,512



2,466$
218,993


$
7,751  19




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##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  Other
  Commodity hedges.
  Period

Commodity

Instrument Type

Daily Volumes

Average Price

IndexJul 2007  Dec 2007


Natural gas


Swap

4,200 MMBtu

$
9
.14 per MMBtu

IF-WahaJan 2008  Dec 2008


Natural gas


Swap

3,847 MMBtu


8
.76 per MMBtu

IF-WahaJan 2009  Dec 2009


Natural gas


Swap

3,556 MMBtu


8
.07 per MMBtu

IF-WahaJan 2010  Dec 2010


Natural gas


Swap

3,289 MMBtu


7
.39 per MMBtu

IF-WahaJul 2007  Dec 2007


NGL


Swap

500  Bbl


37
.80 per Bbl

OPIS-MBJan 2008  Dec 2008


NGL


Swap

375 Bbl


36
.75 per Bbl

OPIS-MBJan 2009  Dec 2009


NGL


Swap

300 Bbl


35
.39 per Bbl

OPIS-MBJul 2007  Dec 2007


Condensate


Swap

319 Bbl


75
.27 per Bbl

NY-WTIJan 2008  Dec 2008


Condensate


Swap

264 Bbl


72
.66 per Bbl

NY-WTIJan 2009  Dec 2009


Condensate


Swap

202 Bbl


70
.60 per Bbl

NY-WTIJan 2010  Dec 2010


Condensate


Swap

181 Bbl


69
.28 per Bbl

NY-WTI   Note 6 
    Debt         20




---



##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
      
    incur indebtedness;
    grant liens; and
    engage in transactions with affiliates.      Note 7 
    Derivative
    Instruments and Hedging Activities       21




---



##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Natural
    Gas
  Avg. Price


MMBtu per DayInstrument Type

Index

$/MMBtu


2007


2008


2009


2010


2011


2012


Fair Value(In thousands)Swap

IF-NGPL MC

$
8.56



8,152






















$
2,975Swap

IF-NGPL MC


8.43







6,964



















2,644Swap

IF-NGPL MC


8.02











6,256















340Swap

IF-NGPL MC


7.43















5,685











(713
)Swap

IF-NGPL MC


7.34



















2,750







(181
)Swap

IF-NGPL MC


7.18























2,750



(90
)8,152



6,964



6,256



5,685



2,750



2,750



4,975Swap

IF-Waha


8.73



5,460























1,836Swap

IF-Waha


8.53







4,657



















1,102Swap

IF-Waha


7.96











4,196















(177
)Swap

IF-Waha


7.38















3,809











(659
)Swap

IF-Waha


7.36



















2,250







(200
)Swap

IF-Waha


7.18























2,250



(136
)5,460



4,657



4,196



3,809



2,250



2,250



1,766Total Swaps








13,612



11,621



10,452



9,494



5,000



5,000



6,741Floor

IF-NGPL MC


6.45



520























56Floor

IF-NGPL MC


6.55







1,000



















259Floor

IF-NGPL MC


6.55











850















186520



1,000



850















501Floor

IF-Waha


6.70



350























37Floor

IF-Waha


6.85







670



















168Floor

IF-Waha


6.55











565















113350



670



565















318Total Floors








870



1,670



1,415















819$
7,560  22




---



##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  NGL
  Avg. Price


Barrels per DayInstrument Type

Index


$/gal


2007


2008


2009


2010


2011


2012


Fair Value(In thousands)Swap


OPIS-MB


$
0.96



3,416






















$
(3,375
)Swap


OPIS-MB



0.93







2,909



















(5,136
)Swap


OPIS-MB



0.89











2,547















(2,863
)Swap


OPIS-MB



0.87















2,157











(1,718
)Swap


OPIS-MB



0.90



















1,250







(262
)Swap


OPIS-MB



0.90























750



693,416



2,909



2,547



2,157



1,250



750


$
(13,285
)Condensate Avg. Price


Barrels per DayInstrument Type

Index


$/Bbl


2007


2008


2009


2010


2011


2012


Fair Value(In thousands)Swap


NY-WTI


$
72.82



439






















$
126Swap


NY-WTI



70.68







384



















(223
)Swap


NY-WTI



69.00











322















(356
)Swap


NY-WTI



68.10















301











(274
)Total Swaps










439



384



322



301











(727
)Floor


NY-WTI



58.60



25























2Floor


NY-WTI



60.50







55



















48Floor


NY-WTI



60.00











50















56Total Floors










25



55



50















106464



439



372



301










$
(621
)       Note 8 
    Income
    Taxes  Accounting for Income Taxes,
 23




---



##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
  Note 9 
    Commitments
    and Contingencies  Environmental
  96-1, Environmental Remediation Liabilities.
      Litigation
    Summary
    Casualty
    or Other Risks
           24




---



##### Table of Contents



Targa
    Resources Partners LP
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Note 10 
    Employees
    and Equity Compensation Plans    Equity
    Compensation Plans.
      Note 11 
    Subsequent
    Event   25




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  On February 14, 2007 we completed our initial public
    offering, or IPO, of common units. In the IPO, we issued
    19,320,000 common units (including 2,520,000 common units sold
    pursuant to the full exercise by the underwriters of their
    option to purchase additional common units) representing limited
    partner interests in us at a price of $21.00 per unit. We used
    the net proceeds of the IPO to pay expenses related to the IPO
    and our credit facility, for necessary operating cash reserve
    balances and to repay approximately $371.2 million of our
    outstanding affiliate indebtedness. Upon completion of the IPO,
    we had 19,320,000 common units, 11,528,231 subordinated units,
    and 629,555 general partner units outstanding.
  The following discussion analyzes our financial condition and
    results of operations. You should read the following discussion
    of our financial condition and results of operations in
    conjunction with our consolidated financial statements and notes
    included elsewhere in this
    Form 10-Q
    and in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006. The historical
    financial statements included in this item reflect the results
    of operations of the assets contributed to us by Targa in
    connection with our IPO (the North Texas System). As
    used in this report, unless we indicate otherwise, the terms
    Partnership, our, we,
    us and similar terms refer to Targa Resources
    Partners LP, together with our subsidiaries, including Targa
    North Texas LP (TNT LP). The Partnership as used
    herein refers to the consolidated financial results and
    operations of TNT LP from its inception through its contribution
    to us, and to the Partnership thereafter. The term
    Targa refers to Targa Resources, Inc. and its
    subsidiaries and affiliates (other than us).
  Overview
      Factors
    That Significantly Affect Our Results
     26




---



##### Table of Contents



Form 10-K
  Form 10-K
    Affiliate Indebtedness and Borrowings.
      Hedging Activities. Form 10-K
  General and Administrative Expenses.
 27




---



##### Table of Contents



Schedule K-1 Form 10-K
  Working Capital Adjustments.
  Distributions to our Unitholders.
  Our
    Operations
     28




---



##### Table of Contents



Form 10-K
  How We
    Evaluate Our Operations
      Throughput Volumes, Facility Efficiencies and Fuel
    Consumption.
    Operating Margin.
   29




---



##### Table of Contents



Operating Expenses.
  EBITDA.
  
    the financial performance of our assets without regard to
    financing methods, capital structure or historical cost basis;
    our operating performance and return on capital as compared to
    other companies in the midstream energy sector, without regard
    to financing or capital structure; and
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities.       30




---



##### Table of Contents



Reconciliation
    of Non-GAAP Measures
  Six Months


Six MonthsThree Months


Three Months


Ended


EndedEnded June 30,


Ended June 30,


June 30,


June 30,2007


2006


2007


2006(In millions)(Unaudited)Reconciliation of
    EBITDA to net cash provided by (used in) operating
    activities:Net cash provided by (used in)
    operating activities

$
(2.0
)

$
4.5


$
23.5


$
3.4Allocated interest expense from
    parent(1)






17.0







33.1Interest expense, net(1)


5.0







17.4



Changes in operating working
    capital which used (provided) cash:Accounts receivable


21.8







11.7



(0.4
)Accounts payable and accrued
    liabilities


(1.3
)


(0.6
)


(6.6
)


6.8Other, including changes in
    noncurrent assets and liabilities


0.3



(0.4
)


0.2



(1.5
)EBITDA

$
23.8


$
20.5


$
46.2


$
41.4Reconciliation of
    EBITDA to net income (loss):Net income (loss )

$
4.0


$
(13.0
)

$
(0.7
)

$
(23.2
)Add:Allocated interest expense, net






18.3







35.7Interest expense, net


5.2







17.7



Deferred income tax expense


0.3



1.5



0.7



1.5Depreciation and amortization
    expense


14.3



13.7



28.5



27.4EBITDA

$
23.8


$
20.5


$
46.2


$
41.4Reconciliation of
    operating margin to net income (loss):Net income (loss)

$
4.0


$
(13.0
)

$
(0.7
)

$
(23.2
)Add:Depreciation and amortization
    expense


14.3



13.7



28.5



27.4Deferred income tax expense


0.3



1.5



0.7



1.5Other, net














Allocated interest expense, net






18.3







35.7Interest expense, net


5.2







17.7



General and administrative expense


1.9



1.7



3.5



3.2Operating margin

$
25.7


$
22.2


$
49.7


$
44.6     (1)
    
    Net of amortization of debt issuance costs of $0.2 million
    and $0.3 million for the three and six months ended
    June 30, 2007 and $1.3 million and $2.6 million
    for the three and six months ended June 30, 2006.  Distributable Cash Flow.
 31




---



##### Table of Contents



Three


Three


Six


SixMonths Ended


Months Ended


Months Ended


Months EndedJune 30, 2007


June 30, 2006


June 30, 2007


June 30, 2006(In millions)(Unaudited)Reconciliation of
    Distributable cash flow to net income
    (loss):Net income (loss)

$
4.0


$
(13.0
)

$
(0.7
)

$
(23.2
)Depreciation and amortization
    expense


14.3



13.7



28.5



27.4Deferred income tax expense


0.3



1.5



0.7



1.5Amortization of debt issue costs


0.2



1.3



0.3



2.6Maintenance capital expenditures


(2.6
)


(2.8
)


(5.3
)


(6.3
)Distributable cash flow

$
16.2


$
0.7


$
23.5


$
2.0   Critical
    Accounting Policies and Estimates
  Form 10-K
 32




---



##### Table of Contents



Results
    of Operations
    Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006(In millions of dollars, except operating and price data)Revenues

$
106.4


$
92.7


$
200.0


$
188.9Product purchases


74.7



64.9



138.3



132.8Operating expense, excluding
    DD&A


6.0



5.6



12.0



11.5Depreciation and amortization
    expense


14.3



13.7



28.5



27.4General and administrative expense


1.9



1.7



3.5



3.3Income from operations


9.5



6.8



17.7



13.9Interest expense, net


5.2



18.3



17.7



35.7Deferred income tax expense (1)


0.3



1.5



0.7



1.4Net income (loss)

$
4.0


$
(13.0
)

$
(0.7
)

$
(23.2
)Financial data:Operating margin(2)

$
25.7


$
22.2


$
49.7


$
44.6EBITDA(3)

$
23.8


$
20.5


$
46.2


$
41.3Operating data:Gathering throughput, MMcf/d(4)


166.4



166.8



166.3



167.3Plant natural gas inlet,
    MMcf/d(5)(6)


160.4



160.3



160.0



160.4Gross NGL production, MBbl/d


18.4



18.5



17.3



18.7Natural gas sales, BBtu/d(6)


73.8



74.8



75.9



74.4NGL sales, MBbl/d


13.9



13.9



13.0



13.9Condensate sales, MBbl/d


1.9



1.6



1.9



1.6Natural Gas, per MMBtuAverage realized sales price

$
6.67


$
5.51


$
6.46


$
6.28Impact of hedging


0.36







0.38



Average realized price

$
7.03


$
5.51


$
6.84


$
6.28NGL, per galAverage realized sales price

$
0.95


$
0.89


$
0.88


$
0.84Impact of hedging


(0.03
)






(0.01
)


Average realized price

$
0.92


$
0.89


$
0.87


$
0.84Condensate, per BblAverage realized sales price

$
54.88


$
53.57


$
50.39


$
51.87Impact of hedging


1.80







2.58



Average realized price

$
56.68


$
53.57


$
52.97


$
51.87     (1)
    
    In May 2006, Texas adopted a margin tax effective
    January 1, 2007, consisting of a 1% tax on the amount by
    which total revenues exceed cost of goods sold. The amount
    presented represents our estimated liability for this tax.(2)
    
    Operating margin is total operating revenues less product
    purchases and operating expense. Please see
    Non-GAAP Financial Measures  Operating Margin
    included in this Item 2. 33




---



##### Table of Contents



(3)
    
    EBITDA is net income before interest, income taxes, depreciation
    and amortization. Please see Non-GAAP Financial
    Measures  EBITDA, included in this Item 2.(4)
    
    Gathering throughput represents the volume of natural gas
    gathered and passed through natural gas gathering pipelines from
    connections to producing wells and central delivery points.(5)
    
    Plant natural gas inlet represents the volume of natural gas
    passing through the meter located at the inlet of a natural gas
    processing plant.(6)
    
    Plant natural gas inlet volumes include producer
    take-in-kind,
    while natural gas sales exclude producer
    take-in-kind
    volumes.  Comparison
    of Three Months Ended June 30, 2007 to Three Months Ended
    June 30, 2006
    
    a net increase attributable to commodity sales volume of
    $0.9 million, consisting of an increase in condensate
    revenues of $1.4 million, offset by a decrease in natural
    gas revenues of $0.5 million.
    an increase attributable to commodity prices of
    $12.2 million, consisting of increases in natural gas, NGL
    and condensate revenues of $10.2 million, $1.5 million
    and $0.5 million, respectively.
    an increase in revenues from fee based processing activities of
    $0.6 million.             34




---



##### Table of Contents



Form 10-K
      Comparison
    of Six Months Ended June 30, 2007 to Six Months Ended
    June 30, 2006
    
    a net decrease attributable to commodity sales volume of
    $1.3 million, consisting of increases in natural gas and
    condensate revenues of $1.7 million and $2.7 million,
    respectively, offset by a decrease in NGL revenues of
    $5.7 million.
    an increase attributable to commodity prices of
    $11.1 million, consisting of increases in natural gas, NGL
    and condensate revenues of $7.7 million, $3.0 million
    and $0.4 million, respectively.
    an increase in revenues from fee based processing activities of
    $1.3 million.    2 2 2 2
   35




---



##### Table of Contents



Form 10-K
      Liquidity
    and Capital Resources
  Form 10-K
      
    cash generated from operations;
    borrowings under our revolving credit facility;
    issuance of additional partnership units; and
    debt offerings. 36




---



##### Table of Contents



Working Capital.
  Description of Credit Agreement.
    
    incur indebtedness,
    grant liens, and
    engage in transactions with affiliates.   37




---



##### Table of Contents



Contractual
    Obligations
    Payments Due By PeriodRemainingSix MonthsContractual Obligations

Total


of 2007


2008-2009


2010-2011


2012(In millions)Debt obligations

$
294.5


$



$



$



$
294.5Interest on debt obligations(1)


95.3



10.3



41.2



41.2



2.6$
389.8


$
10.3


$
41.2


$
41.2


$
297.1     (1)
    Represents interest expense on the Partnerships revolving
    credit facility using an average interest rate of 7%.  Cash
    Flow
    Six Months


Six MonthsEnded


EndedJune 30,


June 30,2007


2006(In millions)Net cash provided by operating
    activities

$
23.5


$
3.4Net cash used in investing
    activities


(10.5
)


(11.2
)Net cash provided by (used in)
    financing activities


(3.6
)


7.8   Operating Activities.
  Investing Activities.
  Six Months Ended


Feb. 14, 2007 to


Jan. 1, 2007 to


Six Months EndedJune 30, 2007


June 30, 2007


Feb. 14, 2007


June 30, 2006(In millions)Capital expenditures:Growth

$
5.2


$
3.5


$
1.7


$
4.9Maintenance


5.3



3.8



1.5



6.3$
10.5


$
7.3


$
3.2


$
11.2  38




---



##### Table of Contents



Financing Activities.
  Capital Requirements.
    Recent
    Accounting Pronouncements
    
    SFAS 157, Fair Value Measurements,and
    SFAS 159, Fair Value Option for Financial Assets
    and Financial Liabilities  Including an amendment of
    FASB Statement No. 115.    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
    Commodity
    Price Risk
  and/or Form 10-K
 39




---



##### Table of Contents



Natural
    Gas
  Avg. Price


MMBtu per DayInstrument Type

Index

$/MMBtu


2007


2008


2009


2010


2011


2012


Fair Value(In thousands)Swap

IF-NGPL MC

$
8.56



8,152






















$
2,975Swap

IF-NGPL MC


8.43







6,964



















2,644Swap

IF-NGPL MC


8.02











6,256















340Swap

IF-NGPL MC


7.43















5,685











(713
)Swap

IF-NGPL MC


7.34



















2,750







(181
)Swap

IF-NGPL MC


7.18























2,750



(90
)8,152



6,964



6,256



5,685



2,750



2,750



4,975Swap

IF-Waha


8.73



5,460























1,836Swap

IF-Waha


8.53







4,657



















1,102Swap

IF-Waha


7.96











4,196















(177
)Swap

IF-Waha


7.38















3,809











(659
)Swap

IF-Waha


7.36



















2,250







(200
)Swap

IF-Waha


7.18























2,250



(136
)5,460



4,657



4,196



3,809



2,250



2,250



1,766Total Swaps








13,612



11,621



10,452



9,494



5,000



5,000



6,741Floor

IF-NGPL MC


6.45



520























56Floor

IF-NGPL MC


6.55







1,000



















259Floor

IF-NGPL MC


6.55











850















186520



1,000



850















501Floor

IF-Waha


6.70



350























37Floor

IF-Waha


6.85







670



















168Floor

IF-Waha


6.55











565















113350



670



565















318Total Floors








870



1,670



1,415















819$
7,560  40




---



##### Table of Contents



NGL
  Avg. Price


Barrels per DayInstrument Type

Index

$/gal


2007


2008


2009


2010


2011


2012


Fair Value(In thousands)Swap

OPIS-MB

$
0.96



3,416






















$
(3,375
)Swap

OPIS-MB


0.93







2,909



















(5,136
)Swap

OPIS-MB


0.89











2,547















(2,863
)Swap

OPIS-MB


0.87















2,157











(1,718
)Swap

OPIS-MB


0.90



















1,250







(262
)Swap

OPIS-MB


0.90























750



693,416



2,909



2,547



2,157



1,250



750


$
(13,285
)Condensate Avg. Price


Barrels per DayInstrument Type

Index

$/Bbl


2007


2008


2009


2010


2011


2012


Fair Value(In thousands)Swap

NY-WTI

$
72.82



439






















$
126Swap

NY-WTI


70.68







384



















(223
)Swap

NY-WTI


69.00











322















(356
)Swap

NY-WTI


68.10















301











(274
)Total Swaps








439



384



322



301











(727
)Floor

NY-WTI


58.60



25























2Floor

NY-WTI


60.50







55



















48Floor

NY-WTI


60.00











50















56Total Floors








25



55



50















106464



439



372



301










$
(621
)     Interest
    Rate Risk
    Credit
    Risk
   41




---



##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K and/or
  We have adopted certain valuation methodologies that may
    result in a shift of income, gain, loss and deduction between
    the general partner and the unitholders. The IRS may challenge
    this treatment, which could adversely affect the value of the
    common units.
     42




---



##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description3
.1

Certificate of Limited Partnership
    of the Partnership, incorporated by reference to
    Exhibit 3.2 to the Partnerships Registration
    Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.3
.2

Certificate of Formation of Targa
    Resources GP LLC, incorporated by reference to Exhibit 3.3
    to the Partnerships Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.3
.3

Agreement of Limited Partnership
    of Targa Resources Partners LP, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.3
.4

First Amended and Restated
    Agreement of Limited Partnership of Targa Resources Partners LP,
    dated February 14, 2007, incorporated by reference to
    Exhibit 3.1 to the Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.4
.1

Specimen Unit Certificate
    representing common units, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.10
.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 the
    Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.10
.2

Contribution, Conveyance and
    Assumption Agreement, dated February 14, 2007, by and among
    Targa Resources Partners LP, Targa Resources Operating LP, Targa
    Resources GP LLC, Targa Resources Operating GP LLC, Targa GP
    Inc., Targa LP Inc., Targa Regulated Holdings LLC, Targa North
    Texas GP LLC and Targa North Texas LP, incorporated by reference
    to Exhibit 10.2 to the Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.10
.3

Omnibus Agreement, dated
    February 14, 2007, by and among Targa Resources Partners
    LP, Targa Resources, Inc., Targa Resources LLC and Targa
    Resources GP LLC, incorporated by reference to Exhibit 10.3
    to the Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.10
.4

Targa Resources Partners Long-Term
    Incentive Plan, incorporated by reference to Exhibit 10.2
    to the Partnerships Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.5

Targa Resources Investments Inc.
    Long-Term Incentive Plan, incorporated by reference to
    Exhibit 10.9 to the Partnerships Registration
    Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.6

Form of Restricted Unit Grant
    Agreement, incorporated by reference to Exhibit 10.2 to the
    Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 13, 2007.10
.7

Form of Performance Unit Grant
    Agreement, incorporated by reference to Exhibit 10.3 to the
    Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 13, 2007. 43




---



##### Table of Contents



ExhibitNumber

Description10
.8

Gas Gathering and Purchase
    Agreement by and between Burlington Resources Oil &
    Gas Company LP, Burlington Resources Trading Inc. and Targa
    Midstream Services Limited Partnership (portions of this exhibit
    have been omitted pursuant to a request for confidential
    treatment), incorporated by reference to Exhibit 10.5 to
    the Partnerships Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.9

Natural Gas Purchase Agreement
    with Targa Gas Marketing LLC, incorporated by reference to
    Exhibit 10.6 to the Partnerships Registration
    Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.10

NGL and Condensate Purchase
    Agreement with Targa Liquids Marketing and Trade, incorporated
    by reference to Exhibit 10.7 to the Partnerships
    Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.11

Targa Resources Partners LP
    Indemnification Agreement for Barry R. Pearl dated
    February 14, 2007, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.10
.12

Targa Resources Partners LP
    Indemnification Agreement for Robert B. Evans dated
    February 14, 2007, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.10
.13

Targa Resources Partners LP
    Indemnification Agreement for William D. Sullivan dated
    February 14, 2007, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.* 31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 32
.10

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 32
.20

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith 44




---



##### Table of Contents



SIGNATURES    Targa Resources Partners LP
   By:
    Targa Resources GP LLC,   By:
    /s/  John
    Robert Sparger       45




---



##### Table of Contents



Exhibit Index
  ExhibitNumber

Description3
.1

Certificate of Limited Partnership
    of the Partnership, incorporated by reference to
    Exhibit 3.2 to the Partnerships Registration
    Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.3
.2

Certificate of Formation of Targa
    Resources GP LLC, incorporated by reference to Exhibit 3.3
    to the Partnerships Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.3
.3

Agreement of Limited Partnership
    of Targa Resources Partners LP, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.3
.4

First Amended and Restated
    Agreement of Limited Partnership of Targa Resources Partners LP,
    dated February 14, 2007, incorporated by reference to
    Exhibit 3.1 to the Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.4
.1

Specimen Unit Certificate
    representing common units, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.10
.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 the
    Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.10
.2

Contribution, Conveyance and
    Assumption Agreement, dated February 14, 2007, by and among
    Targa Resources Partners LP, Targa Resources Operating LP, Targa
    Resources GP LLC, Targa Resources Operating GP LLC, Targa GP
    Inc., Targa LP Inc., Targa Regulated Holdings LLC, Targa North
    Texas GP LLC and Targa North Texas LP, incorporated by reference
    to Exhibit 10.2 to the Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.10
.3

Omnibus Agreement, dated
    February 14, 2007, by and among Targa Resources Partners
    LP, Targa Resources, Inc., Targa Resources LLC and Targa
    Resources GP LLC, incorporated by reference to Exhibit 10.3
    to the Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 16, 2007.10
.4

Targa Resources Partners Long-Term
    Incentive Plan, incorporated by reference to Exhibit 10.2
    to the Partnerships Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.5

Targa Resources Investments Inc.
    Long-Term Incentive Plan, incorporated by reference to
    Exhibit 10.9 to the Partnerships Registration
    Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.6

Form of Restricted Unit Grant
    Agreement, incorporated by reference to Exhibit 10.2 to the
    Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 13, 2007.10
.7

Form of Performance Unit Grant
    Agreement, incorporated by reference to Exhibit 10.3 to the
    Partnerships Current Report on
    Form 8-K
    filed with the SEC on February 13, 2007.10
.8

Gas Gathering and Purchase
    Agreement by and between Burlington Resources Oil &
    Gas Company LP, Burlington Resources Trading Inc. and Targa
    Midstream Services Limited Partnership (portions of this exhibit
    have been omitted pursuant to a request for confidential
    treatment), incorporated by reference to Exhibit 10.5 to
    the Partnerships Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.9

Natural Gas Purchase Agreement
    with Targa Gas Marketing LLC, incorporated by reference to
    Exhibit 10.6 to the Partnerships Registration
    Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.10

NGL and Condensate Purchase
    Agreement with Targa Liquids Marketing and Trade, incorporated
    by reference to Exhibit 10.7 to the Partnerships
    Registration Statement (File
    No. 333-138747)
    on
    Form S-1,
    as amended.10
.11

Targa Resources Partners LP
    Indemnification Agreement for Barry R. Pearl dated
    February 14, 2007, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006. 46




---



##### Table of Contents



ExhibitNumber

Description10
.12

Targa Resources Partners LP
    Indemnification Agreement for Robert B. Evans dated
    February 14, 2007, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.10
.13

Targa Resources Partners LP
    Indemnification Agreement for William D. Sullivan dated
    February 14, 2007, incorporated by reference to
    Exhibit 3.3 to the Annual report on
    Form 10-K
    for the Year Ended December 31, 2006.* 31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 32
.10

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 32
.20

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith 47