Duncan
Energy Partners L.P.
1100
Louisiana, 10th
Floor
Houston,
Texas 77002
June 3,
2009
Mr. H
Christopher Owings
Assistant
Director
Division
of Corporation Finance
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-0404
| Re: | Duncan Energy Partners L.P. (the “Registrant”) |
| Form 10-K for the Fiscal Year Ended December 31, 2008 | |
|
Filed
March 2, 2009
|
|
| File No. 001-33266 |
Dear Mr.
Owings:
In this letter, we are setting forth
the response of the Registrant to the comments contained in the letter from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated May 29, 2009 (the “Comment Letter”), with respect to the above captioned
filing. For your convenience, we have repeated the Staff’s comments
as set forth in the Comment Letter. The Registrant’s response to each
comment is set forth immediately below the text of the applicable
comment.
Unless the context requires otherwise,
references to “we,” “us,” “our,” “Partnership,” and similar expressions are
intended to mean the business and operations of Duncan Energy Partners L.P. and
its consolidated subsidiaries. References to “EPCO” mean EPCO,
Inc.
Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 2008
Item 13. Certain
Relationships and Related Transactions, and Director…, page
97
Related Party Transactions,
page 97
Relationship with
EPCO, page
100
1. We
reviewed your response to comment three in our letter dated May 11,
2009. In future filings please also disclose for each period for
which you report compensation the amount of time devoted by each of your named
executive officers to your business and that of your affiliates.
Response
We note your comment and will include
in future filings the amount of time devoted by each named executive officer to
our business and those of our affiliates for each period for which we report
compensation.
Item 15. Exhibits and
Financial Statement Schedules, page 107
2. We
reviewed your response to comment four in our letter dated May 11,
2009. Please revise your proposed future disclosure to remove the
statement that investors should not rely on the representations, warranties or
other provisions in your exhibits as constituting or providing any factual
disclosures about you, any state of affairs or other matters. We
acknowledge that facts and circumstances regarding your current state of affairs
may have changed from the date of such agreements. Please revise to
refer investors
Division
of Corporation Finance
June
3, 2009
Page
2
to both
the factual statements in the representations, warranties or other provisions in
your exhibits as well as the disclosure in your public reports filed with
us.
Response
In connection with this comment and
previous comment four in your letter dated May 11, 2009, in future filings, we
will not include either the prior disclaimer or the proposed revised disclaimer,
or any similar disclaimers, in order to avoid any potential implication that the
referenced agreements do not constitute public disclosure under the federal
securities laws.
*
* * * *
In
connection with responding to the Staff’s comments, the Registrant acknowledges
that:
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§
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it
is responsible for the adequacy and accuracy of disclosures in its
filings;
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§
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Staff
comments or changes to disclosures in response to Staff comments do not
foreclose the Commission from taking any action with respect to its
filings; and
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§
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it
may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the
United States.
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Please
direct any questions that you have with respect to the foregoing responses to
the undersigned at (713) 381-6545 (direct line) or (713) 381-6938
(fax).
| Regards, | ||||
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|
/s/ Michael J. Knesek | |||
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Name:
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Michael
J. Knesek
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|||
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Title:
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Senior
Vice President, Controller and
Principal
Accounting Officer of
DEP
Holdings LLC, general partner of
Duncan Energy Partners L.P.
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|||
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cc:
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Richard
H. Bachmann
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W.
Randall Fowler
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Stephanie
Hildebrandt
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Michael
Hanson
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David
Buck (Andrews Kurth)
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| Chris Wade |