**Exhibit 3.3****AGREEMENT OF LIMITED PARTNERSHIP****OF****TARGA RESOURCES PARTNERS LP**     This AGREEMENT OF LIMITED PARTNERSHIP OF TARGA RESOURCES PARTNERS LP (this “*Agreement*”) isentered into effective as of October 23, 2006, by Targa Resources GP LLC, a Delaware limitedliability company (the “*General Partner*”), Targa GP Inc., a Delaware corporation, and Targa LPInc., a Delaware corporation (together with Targa GP Inc., the “*Limited Partners*”) (collectively,the “*Partners*”).     FOR AND IN CONSIDERATION OF the mutual covenants in this Agreement and other good and valuableconsideration, the Partners hereby agree as follows:     1. ***Formation.***Effective upon filing of a certificate of limited partnership (the“*Certificate*”), the Partners hereby form a limited partnership (the “*Partnership*”) under theDelaware Revised Uniform Limited Partnership Act (the “*Act*”). Except as expressly provided to thecontrary in this Agreement, the rights and obligations of the Partners and the administration,dissolution and termination of the Partnership shall be governed by the Act.     2. ***Name.***The name of the Partnership shall be “Targa Resources Partners LP.” All Partnershipbusiness must be conducted in that name or such other names as the General Partner may determine tobe necessary or appropriate from time to time.     3. ***Registered Office; Registered Agent; Principal Office.***The registered office andregistered agent of the Partnership in the State of Delaware shall be as, from time to time,determined by the General Partner. The principal office of the Partnership in the United Statesshall be at such place as the General Partner may designate from time to time, which need not be inthe state of Delaware, and the Partnership shall maintain records there as required by the Act.     4. ***Purposes.***The purposes of the Partnership are (a) to engage in any lawful business and (b)to engage in any other business or activity that may be necessary or incidental to accomplish theforegoing purposes.     5. ***Term.***The Partnership shall commence on the date the Certificate is properly filed withthe Secretary of State of the State of Delaware and shall continue in existence until its businessand affairs are wound up following dissolution.     6. ***Initial Partners; Sharing Ratios.***Effective with the commencement of the Partnership, (a)the General Partner is hereby admitted to the Partnership as the initial general partner, with a2.0% Sharing Ratio; and (b) the Limited Partners are hereby admitted to the Partnership as theinitial limited partners, each with a 49.0% Sharing Ratio.     7. ***Transfers of Partnership Interests.***No Partner may sell, assign, transfer or otherwisedispose of (including by operation of law) all or any portion of its interest in the Partnership,and no new person or entity (“*Person*”) may be admitted to the Partnership, without the priorconsent of all the other Partners.
 

 
     8. ***Capital Contributions.***The Partners have made or will make the cash and/or propertycontributions described on Annex A attached hereto in exchange for their respective partnershipinterests. No Partner shall have any obligation to make any additional capital contributions tothe Partnership unless approved by all the Partners.     9. ***Allocations.***All items of income, gain, loss, deduction, and credit of the Partnershipshall be allocated among the Partners in accordance with their Sharing Ratios.     10. ***Distributions***. The Partnership shall make distributions to the Partners, in accordancewith their Sharing Ratios, at such times, and in such amounts, as the General Partner may determinefrom time to time.     11. ***Management.***The General Partner shall conduct, direct and manage all activities of thePartnership. No limited partner shall have any management power over the business and affairs ofthe Partnership.     12. ***Merger or Consolidation.***The Partnership may merge or consolidate with or into anotherlimited partnership or other business entity, or enter into an agreement to do so, only with theconsent of all of the Partners.     13. ***Dissolution.***The Partnership shall dissolve and its business and affairs shall be woundup on the first to occur of the following:     (a) written consent of all of the Partners;     (b) any withdrawal of the General Partner (an “*Event of Withdrawal*”), unless, withinninety (90) days after the Event of Withdrawal, all of the remaining Partners agree inwriting or vote to continue the business of the Partnership and to appoint, effective as ofthe date of such Event of Withdrawal, a new general partner; and     (c) entry of a decree of judicial dissolution.     14. ***Winding Up***. On dissolution of the Partnership, the General Partner (or, in the case of adissolution caused by an Event of Withdrawal, the Limited Partner) shall act as liquidator. Theliquidator shall wind up the affairs of the Partnership in accordance with this Agreement and theAct. The assets of the Partnership shall be distributed in the following order of priority:     (a) to creditors, including Partners who are creditors; and     (b) to the Partners in accordance with their Sharing Ratios.     15. ***General Provisions.***     (a) This Agreement may be amended only by a written instrument executed by all of thePartners.
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     (b) This Agreement shall bind, and inure to the benefit of, the Partners and theirrespective successors and assigns (subject to Section 7 above).     (c) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, EXCLUDINGTHE CONFLICTS-OF-LAW RULES OF THAT STATE.     (d) Any action that may be taken at a meeting of the Partners may be taken without ameeting if an approval in writing setting forth the action so taken is signed by Partnersowning not less than the minimum percentage of the outstanding partnership interests thatwould be necessary to authorize or take such action at a meeting.     (e) Any notice, demand, request or report required or permitted to be given or made toa Partner under this Agreement shall be in writing and shall be deemed given or made whendelivered in person or when sent by first class United States mail or by other means ofwritten communication to the Partner. Any notice, payment or report to be given or made toa Partner hereunder shall be deemed conclusively to have been given or made, and theobligations to give such notice or report or to make such payment shall be deemedconclusively to have been fully satisfied, upon sending of such notice, payment or report tothe Partner at the Partner’s address as shown on the records of the Partnership.     (f) This Agreement may be executed in counterparts, all of which together shallconstitute an agreement binding on all the parties hereto, notwithstanding that all suchparties are not signatories to the original or the same counterpart.[*Signature page follows*]
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first writtenabove.           **GENERAL PARTNER:**             **TARGA RESOURCES GP LLC**             By: **/s/**Rene R. Joyce             Name: Rene R. Joyce      Title: Chief Executive Officer             **LIMITED PARTNERS**:             **TARGA GP INC.**             By: **/s/**Rene R. Joyce             Name: Rene R. Joyce      Title: Chief Executive Officer             **TARGA LP INC.**             By: **/s/**Rene R. Joyce             Name: Rene R. Joyce      Title: Chief Executive Officer  [Signature Page]
 

 
**ANNEX A**         Partner/Address Capital Contribution Sharing RatioTarga Resources GP LLC1000 Louisiana, Suite 4300Houston, Texas 77002 $20(1)  2.00% Targa GP Inc.1000 Louisiana, Suite 4300Houston, Texas 77002 $490(2)  49.00% Targa LP Inc.1000 Louisiana, Suite 4300Houston, Texas 77002 $490(3)  49.00% (1) Targa Resources GP LLC has made or will make an initial capital contribution of $20 to thePartnership for its 2.00% general partner interest in the Partnership. (2) Targa GP Inc. has made or will make an initial capital contribution of $490 to the Partnershipfor its 49.00% limited partner interest in the Partnership. (3) Targa LP Inc. has made or will make an initial capital contribution of $490 to the Partnershipfor its 49.00% limited partner interest in the Partnership.Annex A