UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2008

DCP MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

DELAWARE
001-32678
03-0567133
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
 
Identification No.)

370 17th Street, Suite 2775
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 633-2900

(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 7.01
Regulation FD Disclosure.
 
In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

DCP Midstream Partners, LP (the “Partnership”) announced in a press release dated December 5, 2008, which is incorporated by reference into this Item 7.01 from Exhibit 99.1 attached hereto, that the Partnership will host an investor and analysts conference call on Monday, December 8, 2008 at 8:30 a.m. EST. The conference will be webcast and will be accessible on the Partnership’s website under the Investor Relations Section along with the related presentation materials (www.dcppartners.com). A replay of the webcast will be archived until December 18, 2008.

Item 9.01
Financial Statements and Exhibits. 

(d) Exhibits.
 
Exhibit Number
 
Description
Exhibit 99.1
 
Press Release dated December 5, 2008
 


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.
     
  DCP MIDSTREAM PARTNERS, LP
     
  By:   DCP MIDSTREAM GP, LP
   
its General Partner 
     
  By:   DCP MIDSTREAM GP, LLC 
    its General Partner 
     
By:   /s/ Michael S. Richards
 
Name:   Michael S. Richards
 
Title:     Vice President, General Counsel and
               Secretary
 
December 5, 2008



EXHIBIT INDEX
 
Exhibit Number
 
Description
Exhibit 99.1
 
Press Release dated December 5, 2008
 

 
Unassociated Document
 
Dec. 05, 2008
MEDIA AND INVESTOR RELATIONS CONTACT:
Karen L. Taylor
 
Phone:
303/633-2913
 
24-Hour:
303/809-9160
 
 
DCP MIDSTREAM PARTNERS
TO HOST CONFERENCE CALL DECEMBER 8
 
DENVER - DCP Midstream Partners, LP (NYSE: DPM), or the Partnership, will host a conference call for investors and analysts Monday, December 8, at 8:30 a.m. EST, to provide management’s and the general partner’s outlook for the Partnership, including an operations update and a forecast that supports the Partnership’s intent to maintain its current distribution.
 
The conference call can be accessed via webcast through the Investor section of DCP Midstream Partners’ Web site at http://www.dcppartners.com or by dialing 800-860-2442 in the United States or 412-858-4600 outside the United States. Please call in 5 to 10 minutes prior to the scheduled start time. A replay of the conference call will be available until 5 p.m. EST, December 18, 2008, by dialing 877-344-7529 in the United States or 412-317-0088 outside the United States. The passcode is 426035. A replay and presentation slides in PDF format will also be available by accessing the Investor section of the partnership’s Web site.

DCP Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership that gathers, processes, transports and markets natural gas, transports and markets natural gas liquids, and is a leading wholesale distributor of propane. DCP Midstream Partners, LP is managed by its general partner, DCP Midstream GP, LLC, which is wholly owned by DCP Midstream, LLC, a joint venture between Spectra Energy and ConocoPhillips. For more information, visit the DCP Midstream Partners, LP Web site at http://www.dcppartners.com.

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions for such statements as defined under the federal securities laws. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Investors are encouraged to consider carefully the disclosures and risk factors that may impact these statement, which are contained in the Partnership’s most recent annual and quarterly reports filed from time to time with the Securities and Exchange Commission which can be viewed at the Commission’s website at www.sec.gov. All statements made herein are expressly qualified by such factors.

###