UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 114, 2010 ~~(September 29, 2010)~~

Date of Report (Date of earliest event reported)

INERGY HOLDINGS, L.P.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware	001-34663	43-1792470
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification Number)

Two Brush Creek Boulevard, Suite 200

Kansas City, ~~Missouri~~MO 64112

(Address of principal executive offices)

(816) 842-8181

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 2.01 ~~Other~~Completion ~~Events.~~of Acquisition or Disposition of Assets

AsOn ~~previously disclosed~~October 14, ~~Inergy~~2010, ~~L.P. (“~~Inergy~~”),~~ ~~Inergy GP~~Midstream, LLC, ~~(“Inergy~~a ~~GP”),~~wholly-owned ~~Inergy~~subsidiary ~~Holdings~~of Inergy, L.P. (the “~~Holdings~~Partnership”), ~~Inergy~~(each ~~Holdings GP, LLC, NRGP Limited Partner, LLC and NRGP MS, LLC entered into an Agreement and Plan~~ of ~~Merger on August 7, 2010,~~ which ~~was~~is ~~amended~~an ~~and restated on September 3, 2010, as part of a plan to simplify~~indirect ~~the~~subsidiary ~~capital structures~~ of Inergy ~~and~~ Holdings ~~(the “Merger Agreement”). Following the announcement of the Merger Agreement~~, ~~a unitholder class action lawsuit, G-2 Trading LLC v~~L. ~~Inergy GP, LLC et al~~P.,) ~~No. 5816,~~completed ~~was~~its ~~filed~~acquisition inall ~~the Court~~ of ~~Chancery of~~ the ~~State~~equity ofinterests ~~Delaware by common unitholders~~ of ~~Inergy~~Tres ~~against~~Palacios ~~Inergy,~~Gas ~~Holdings,~~Storage ~~Inergy~~LLC ~~GP,~~for ~~John~~$725 J.million ~~Sherman,~~(plus ~~Phillip~~reimbursement L.of ~~Elbert,~~certain ~~Warren~~capital H.expenditures ~~Gfeller,~~and ~~Arthur~~subject B.to ~~Krause,~~customary ~~Robert~~net D.working ~~Taylor,~~capital adjustments) R.pursuant ~~Brooks~~to ~~Sherman,~~the ~~Jr.,~~terms ~~Andrew~~and L.conditions ~~Atterbury, William~~of C.a ~~Gautreaux~~Purchase and ~~Carl~~Sale A.Agreement ~~Hughes~~dated ~~(the~~as ~~“Inergy Unitholder Lawsuit”). On~~ September 293, 2010, ~~the~~among ~~Delaware~~TP ~~Court~~Gas ofHolding ~~Chancery~~LLC ~~scheduled~~and ~~a hearing in response to the plaintiff’s motion seeking expedited treatment of the~~ Inergy ~~Unitholder~~ ~~Lawsuit. The hearing on the plaintiff’s motion for preliminary injunction~~Midstream, ~~which asks the court to enjoin the consummation of the proposed merger, has been set for October 22, 2010~~LLC.

~~Important~~The ~~Information~~Purchase ~~for~~and ~~Investors~~Sale ~~and~~Agreement ~~Unitholders~~was previously filed as Exhibit 2.1 to Inergy Holdings, L.P.’s current report on Form 8-K filed on September 7, 2010, which is incorporated herein by reference.

InItem connection with the proposed merger and related transactions between Inergy and Holdings, Inergy filed with the Securities and Exchange Commission (“SEC”), and the SEC declared effective on September 30, 2010, a registration statement on Form S-4 that includes a proxy statement of Holdings that also constitutes a prospectus of Inergy8.01 ~~The~~Other proxy statement/prospectus is being mailed to Holdings unitholders on or about October 2, 2010. INERGY AND HOLDINGS URGE INVESTORS AND HOLDINGS UNITHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and unitholders may obtain free copies of the proxy statement/prospectus and other documents containing important information about Inergy and Holdings through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Inergy are available free of charge on Inergy’s website at www.inergylp.com under the tab “Investor Relations” then select “Inergy, L.P.” or by contacting Inergy’s investor relations administrator at (816) 842-8181. Copies of the documents filed with the SEC by Holdings are available free of charge on Holdings’ website at www.inergylp.com under the tab “Investor Relations” then select “Inergy Holdings, L.P.” or by contacting Holdings’ investor relations administrator at (816) 842-8181. Events

~~Inergy,~~On Holdings and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Holdings in connection with the proposed transaction. Information about the directors and executive officers of Inergy is set forth in its Annual Report on Form 10-K for the fiscal year ended SeptemberOctober 3014, ~~2009~~2010, ~~which~~Inergy ~~was filed with the SEC on November 30~~Holdings, ~~2009~~L.P. ~~Information~~issued ~~about~~a ~~the~~press ~~directors~~released ~~and~~related ~~executive~~to ~~officers~~this ofevent. ~~Holdings~~A iscopy ~~set~~of ~~forth in its Annual Report on Form 10-K for~~ the ~~fiscal~~press ~~year~~release ~~ended~~is ~~September 30,~~attached ~~2009,~~as ~~which~~Exhibit ~~was filed with the SEC on November 30, 2009~~99.1 ~~Other information regarding the participants in the proxy solicitation~~ and ais ~~description~~incorporated ofherein ~~their direct and indirect interests,~~ by ~~security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC~~reference. ~~These documents can be obtained free of charge from the sources indicated above.~~

Item 9.01.

Financial Statements and Other Exhibits

(c)

Exhibits


Exhibit No.		Description

99.1		Press Release dated October 14, 2010

Signatures

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

	INERGY HOLDINGS, L.P.	~~INERGY HOLDINGS, L.P.~~
	By:	~~By:~~INERGY HOLDINGS GP, LLC, Its General Partner	~~INERGY HOLDINGS GP, LLC,~~
			its General Partner
Date: October 15, 2010	By:	/s/ Laura L. Ozenberger
Date: October 1, 2010		By:	/s/ Laura L. Ozenberger
		Laura L. Ozenberger Sr. Vice President - General Counsel and Secretary
			Laura L. Ozenberger Senior Vice President, General Counsel and Secretary

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