UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) of the

OFSecurities ~~THE~~Exchange ~~SECURITIES~~Act ~~EXCHANGE~~of ~~ACT OF~~ 1934

~~Date~~May ~~of report (Date of earliest event reported): April 30~~6, 2015

Date of Report (Date of earliest event reported)

REGENCY ENERGY PARTNERS LP

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

Delaware	001-35262	16-1731691
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification Number)

3738 Oak Lawn Avenue

Dallas, ~~Texas~~TX 75219

(Address of principal executive ~~office~~offices) ~~(Zip Code)~~

(214) 981-0700

(Registrant’'s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ 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 17.0201. ~~Termination~~Regulation ofFD ~~a Material Definitive Agreement~~Disclosure.

On ~~April 30~~May 6, 2015, ~~Regency Gas Services LP (the “Regency Gas Services”), a wholly owned subsidiary of Regency~~ Energy Partners LP (“Regency”), terminated its $2.5 billion secured revolving credit agreement (as amended, the “Credit Agreement”), dated as of November 25, 2014 with a syndicate of banks and financial institutions, including Wells Fargo Bank, National Association, as administrative agent. The Credit Agreement had a final maturity date of November 25, 2019. Prior to the termination of the Credit Agreement, there was approximately $2.3 billion of borrowings outstanding thereunder, which were repaid in connection with the acquisition of Regency by Energy Transfer Partners, L.P. (“ETP”) ~~pursuant to that certain Agreement and Plan of Merger~~, ~~dated~~the asentity ofwhich ~~January 25,~~indirectly ~~2015,~~owns as100% ~~amended by Amendment No. 1 thereto, dated as~~ of ~~February 18, 2015, by and among~~ Regency, ~~Regency~~Energy GPPartners LP, (the ~~general partner of Regency~~"Partnership"), ~~ETP,~~issued ~~Energy~~a ~~Transfer Partners~~press ~~GP,~~release ~~L.P.,~~after ~~the~~market ~~general~~close ~~partner~~announcing ofits ~~ETP,~~financial ~~Rendezvous~~and Ioperating ~~LLC~~results, aincluding ~~wholly~~certain ~~owned~~financial ~~subsidiary~~results of ~~ETP,~~the ~~Rendezvous II LLC~~Partnership, ~~a wholly owned subsidiary of ETP, ETE GP Acquirer LLC and, solely~~ for ~~purposes~~the offirst ~~certain~~quarter ~~provisions~~ended ~~therein,~~March ~~Energy Transfer Equity~~31, L2015.P. A ~~Simultaneous~~copy ~~with the termination~~ of ~~the~~ETP’s ~~Credit~~press ~~Agreement,~~release ~~Regency~~is ~~Gas~~furnished ~~Services~~as ~~terminated~~Exhibit ~~the~~99.1 ~~security agreement and the other collateral documents pursuant~~ to ~~which~~this ~~Regency~~report ~~Gas~~and ~~Services’~~is ~~obligations~~incorporated ~~under~~herein ~~the Credit Agreement were secured~~ by ~~certain of Regency’s assets~~reference.

~~Item~~In 5accordance with General Instruction B.032 of Form 8-K, the information set forth in the attached Exhibit 99.1 ~~Amendments~~is deemed to ~~Articles~~be of“furnished” ~~Incorporation~~and orshall ~~Bylaws;~~not ~~Change~~be indeemed ~~Fiscal~~to ~~Year~~be “filed” for purposes of Section 18 of the Exchange Act.

~~On April 30,~~Item ~~2015, Regency amended and restated its agreement of limited partnership~~9.01. AFinancial ~~copy~~Statements ~~of the amended~~ and ~~restated agreement of limited partnership is attached hereto as Exhibit 3~~Exhibits.1.

~~Item~~(d) Exhibits. In 9accordance with General Instruction B.012 ~~Financial~~of ~~Statements~~Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and ~~Exhibits~~shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

(d) Exhibits



Exhibit Number		Description of the Exhibit
Exhibit 99.1		Energy Transfer Partners, L.P. Press Release dated May 6, 2015

ExhibitNo.		Description
3.1		Second Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP, dated as of April 30, 2015.

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.

	REGENCY ENERGY PARTNERS LP	~~REGENCY ENERGY PARTNERS LP~~
		By:	Regency GP LP, its general partner
	By: Regency GP LP, its general partnerBy: Regency GP LLC, its general partner
		By:	Regency GP LLC, its general partner
Date: May 6, 2015	/s/ Tomas P. Mason
Date: April 30, 2015		By:	/s/ Thomas P. Mason
	Thomas P Mason
			Name:	Thomas P. Mason
	Senior Vice President, General Counsel and Secretary
			Title:	Senior Vice President, General Counsel and Secretary

~~EXHIBIT~~Exhibit ~~INDEX~~ Index

ExhibitNo.		Description
Exhibit Number		Description of the Exhibit
3.1		Second Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP, dated as of April 30, 2015.
Exhibit 99.1		Energy Transfer Partners, L.P. Press Release dated May 6, 2015

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