Item 8.01.		Other Events.

     On September 10, 2008, Standard & Poor’s Rating Services (“S&P”) announced that it assigned its BB- corporate credit rating to Regency Energy Partners L.P. (the “Partnership”) and withdrew its BB- corporate credit rating on operating subsidiary Regency Gas Services L.P. (“RGS”). S&P withdrew its credit rating on RGS and assigned it to the Partnership due to its expectation that all future debt issuances will occur at the Partnership. S&P has also revised its ratings outlook on the Partnership to negative from stable.

     Credit ratings reflect the views of the rating agencies. An explanation of the significance of a credit rating may be obtained from the applicable rating agency. Such ratings are not a recommendation to buy, sell or hold securities. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it decides that the circumstances warrant the change.

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.

September 10, 2008