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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
 October 30, 2007
 Energy Transfer Partners, L.P.
  Delaware
(State or other jurisdiction 
of incorporation)
    
    1-11727
(Commission File Number)
    
    73-1493906
(IRS Employer
Identification Number)
 3738 Oak Lawn Avenue
Dallas, TX 75219
 (214) 981-0700
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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.


(a)
    
    On October 25, 2007, Energy Transfer Partners, L.P. (ETP) entered into agreements
with Brian J. Jennings, Jerry J. Langdon and Thomas P. Mason related to the grant of
equity awards related to common units of Energy Transfer Equity, L.P. (ETE).


The agreement with Mr. Jennings, ETPs Chief Financial Officer, provides that ETP is
obligated to convey to Mr. Jennings an aggregate of 300,000 common units of ETE, subject to
vesting at 20% of the aggregate number of ETE common units on each anniversary of March 1,
2007, based on continued employment with ETP on each such anniversary date. The unvested
portion of the equity award will become 100% vested upon a change of control of ETP. The
agreement also provides that ETP is obligated to make cash payments to Mr. Jennings in the
same amounts and at the same times as the cash distributions ETE makes on a number of ETE
common units equal to the unvested portion of Mr. Jenningss equity award. A partnership
controlled by John W. McReynolds, the President of ETE, has entered into an agreement with
ETP pursuant to which this partnership has agreed to satisfy ETPs obligations under the
equity award agreement between ETP and Mr. Jennings.


The agreement with Mr. Langdon, ETPs Chief Administrative and Compliance Officer, provides
that ETP is obligated to convey to Mr. Langdon an aggregate of 100,000 common units of ETE,
subject to vesting at 20% of the aggregate number of ETE common units per year, on each
anniversary of July 1, 2007, based on continued employment with ETP on each such
anniversary date. The unvested portion of the equity award will become 100% vested upon a
change of control of ETP. The agreement also provides that ETP is obligated to make cash
payments to Mr. Langdon in the same amounts and at the same times as the cash distributions
ETE makes on a number of ETE common units equal to the unvested portion of Mr. Langdons
equity award. A partnership controlled by John W. McReynolds, the President of ETE, has
entered into an agreement with ETP pursuant to which this partnership has agreed to satisfy
ETPs obligations under the equity award agreement between ETP and Mr. Langdon.


The agreement with Mr. Mason, ETPs General Counsel, provides that ETP is obligated to
convey to Mr. Mason an aggregate of 275,000 common units of ETE, subject to vesting at 20%
of the aggregate number of ETE common units on each anniversary of January 1, 2007, based
on continued employment with ETP on each such anniversary date. The unvested portion of the
equity award will become 100% vested upon a change of control of ETP. The agreement also
provides that ETP is obligated to make cash payments to Mr. Mason in the same amounts and
at the same times as the cash distributions ETE makes on a number of ETE common units equal
to the unvested portion of Mr. Masons equity award. A partnership controlled by John W. McReynolds, the President of ETE, has entered into an
agreement with ETP pursuant to which this partnership has agreed to satisfy ETPs
obligations under the equity award agreement between ETP and Mr. Mason.


(b)
    
    On October 25, 2007, Kelcy L. Warren, the Chief Executive
Officer of ETP, voluntarily determined to reduce his salary to an annual amount of $1.00 plus the amount
allocated to Mr. Warren for health and welfare benefits under ETPs health and welfare
plans. Mr. Warren has also determined that he will not accept
any cash bonus for fiscal 2007 nor any future equity awards
under ETPs Amended and Restated 2004 Unit Plan.






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Signatures
  Energy Transfer Partners, L.P.By:
    Energy Transfer Partners GP, L.P.,General Partner By:
    Energy Transfer Partners, L.L.C.,General Partner Date: October 30, 2007
    
    /s/ Brian J. JenningsBrian J. JenningsChief Financial Officer and officer dulyauthorized to sign on behalf of the registrant