Item  5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On April 7, 2008, Regency GP LP (the “General Partner”), the general partner of Regency Energy Partners LP (the “Partnership”) executed Amendment No. 5 to the Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP (the “Amendment”), to be effective as of January 1, 2008.  The Amendment is intended to simplify the preparation by the Partnership of annual federal income tax information reports to its unitholders on schedule K-1 and modifies the income and loss allocations (including allocations relating to incentive distribution rights) made between the General Partner and the Partnership’s unitholders after a follow-on offering of Partnership units.  The Amendment is not expected to materially change the amount of net taxable income or loss allocated to the Partnership’s unitholders or the economic rights of the Partnership’s unitholders as compared to the allocations or economic rights of the General Partner.  A copy of the Amendment is filed as an exhibit to this Current Report and is incorporated into this Item 5.03 by reference.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 
 
 

 

SIGNATURES

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

 
REGENCY ENERGY PARTNERS LP
 
 
 By: Regency GP LP, its general partner
 By: Regency GP LLC, its general partner
  
  
  
 
By:  
/s/ Dan A. Fleckman    
  
   
Dan A. Fleckman
  
   
Executive Vice President and Chief Legal Officer   
  
 
August 28, 2008