UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): June 30, 2011

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 10, 2011

DUNCAN ENERGY PARTNERS L.P.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	1-33266	20-5639997
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		1-33266 (Commission File Number)		20-5639997 (I.R.S. Employer Identification No.)

1100 Louisiana Street, 10th Floor, Houston, Texas ~~77002~~ (Address of Principal Executive Offices~~, including Zip Code~~) ~~(713)~~77002 ~~381-6500~~ (~~Registrant’s~~Zip ~~Telephone Number, including Area~~ Code)

~~Check~~ Registrant’s ~~the~~Telephone ~~appropriate~~Number, ~~box~~including ~~below~~Area ifCode: ~~the Form 8~~(713) 381-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~6500

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

¨o ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

¨o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~o ~~2.02. Results~~Pre-commencement ofcommunications ~~Operations~~pursuant ~~and~~to ~~Financial~~Rule ~~Condition~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~May 10, 2011, Duncan Energy Partners L~~1.P01. ~~(“Duncan~~Entry ~~Energy~~into ~~Partners”) issued~~ a ~~press~~Material ~~release~~Definitive ~~announcing its financial and operating results for the three months ended March 31, 2011 and will hold a joint webcast conference call with Enterprise Products Partners L~~Agreement.P. discussing those results. A copy of the earnings press release is furnished as Exhibit 99.1 to this Current Report, which is hereby incorporated by reference into this Item 2.02. The webcast conference call will be archived and available for replay on Duncan Energy Partners’ website at www.deplp.com for 90 days.

On June 30, 2011, Duncan Energy Partners, L.P. (“Duncan”) made and entered into a Limited Waiver Agreement (the “Term Loan Waiver”) by and among Duncan, the Lenders party thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent. The Term Loan Waiver was made pursuant to Duncan’s Term Loan Agreement dated as of April 18, 2008 among Duncan, Wells Fargo, as Administrative Agent, and the Lenders party thereto, as amended to date (the “Term Loan Agreement”).

Also on June 30, 2011 Duncan made and entered into a second Limited Waiver Agreement (the “Revolving Credit Facility Waiver”, and together with the Term Loan Waiver the “Waivers”) by and among Duncan, the Lenders party thereto and Wells Fargo, as Administrative Agent. The Revolving Credit Facility Waiver was made pursuant to Duncan’s Revolving Credit and Term Loan Agreement dated as of October 25, 2010 among Duncan, Wells Fargo, as Administrative Agent and Swingline Lender, the Issuing Banks party thereto, Citibank, N.A., DnB NOR Bank ASA and The Royal Bank of Scotland PLC, as Co-Syndication Agents, and Scotia Capital, Barclays Bank PLC and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents (the “Revolving Credit Agreement” and together with the Term Loan Agreement the “Credit Agreements”).

Each of the Waivers waives a certain covenant set forth in the Credit Agreements related to the leverage ratio Duncan must maintain. The covenant is waived for the fiscal quarters ending June 30, 2011 and September 30, 2011.

The descriptions of the Term Loan Waiver and the Revolving Credit Facility Waiver are qualified in their entirety by reference to the full text of the Term Loan Waiver and the Revolving Credit Facility Waiver, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	Duncan Energy Partners L.P. press release dated May 10, 2011.
10.1		Limited Waiver Agreement, dated as of June 30, 2011, by and among Duncan Energy Partners L.P., the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent under the Term Loan Agreement.
10.2		Limited Waiver Agreement, dated as of June 30, 2011, by and among Duncan Energy Partners L.P., the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent under the Revolving Credit Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~ Report to be signed on its behalf by the undersigned hereunto duly authorized.

	DUNCAN ENERGY PARTNERS L.P.	~~DUNCAN ENERGY PARTNERS L.P.~~
	By:	DEP ~~Holdings~~HOLDINGS, LLC, ~~as general partner~~
Date: May 10, 2011	By:	/s/ Michael J. Knesek
		its General Partner
	Name:	Michael J. Knesek
Date: July 6, 2011	By:	/s/ Michael J. Knesek
	Title:	Senior Vice President, Controller and Principal Accounting Officer of DEP Holdings, LLC
		Name:	Michael J. Knesek
		Title:	Senior Vice President, Controller and Principal Accounting Officer of DEP Holdings, LLC

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Exhibit Index

Exhibit No.	~~Description~~	Description
99.1	Duncan Energy Partners L.P. press release dated May 10, 2011.
10.1		Limited Waiver Agreement, dated as of June 30, 2011, by and among Duncan Energy Partners L.P., the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent under the Term Loan Agreement.
10.2		Limited Waiver Agreement, dated as of June 30, 2011, by and among Duncan Energy Partners L.P., the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent under the Revolving Credit Agreement.

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