Mail Stop 3561
      November 2, 2005

Michael J. Bradley
President and Chief Executive Officer
DCP Midstream Partners, LP
370 17th Street, Suite 2775
Denver, Colorado 80202

      Re:	DCP Midstream Partners, LP
		Amendment No. 1 to Registration Statement on Form S-1
      Filed October 20, 2005
		File No. 333-128378

Dear Mr. Bradley:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Summary, page 1

Summary of Conflicts of Interest and Fiduciary Duties, page 7
1. Please refer to comments 8 and 10 in our letter dated October
14,
2005.  The revised discussion on pages 7-8 on your general
partner`s
ability to reset incentive distribution rights is confusing.
Please
further revise to simplify the language so that it is more clearly
understandable to readers unacquainted with the more complicated
terms of your partnership agreement.  For example, you may enhance
the clarity of the disclosure by breaking the dense information
into
simpler sentences that briefly address the following information:
* what do you mean by incentive distributions;
* how are the levels of incentive distributions calculated;
* on what conditions may your general partner relinquish its
rights
to incentive distributions;
* what do you mean by your general partner resetting the cash
target
distribution levels;
* how are the levels of reset target distribution to be
determined;
* in what circumstances can your general partner exercise this
reset
right; and
* what are the direct effects and indirect implications of such
resetting on the cash distribution to your general partner, to
you,
and to your unaffiliated common unit holders.

Summary of Historical and Pro Forma Financial and Operating Data,
page 13
2. We note your revision made to the Combined Overview in the
Management`s Discussion and Analysis section in response to our
comment 31.  Please make a similar revision to the impairment of
equity method investment line item on the table presentation of
your
Summary of Historical and Pro Forma Financial and Operating Data.

Management`s Discussion and Analysis, page 68

Quantitative and Qualitative Disclosures about Market Risk, page
88
3. We note your expanded disclosure of derivative financial
instruments designated as cash flow hedges under "Hedging
Strategies."  Please further expand your disclosure to include the
fair values of the swap contracts you have disclosed on page 91.
Additionally, please explain your statement that you had no
hedging
contracts at June 30, 2005 in light of the swap contracts you have
disclosed.  If these swap contracts were entered into after June
30,
2005, please clarify your disclosure to indicate this fact.



* * * * *



      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	You may contact Scott Ruggiero, Staff Accountant, at (202)
551-
3331, or William Choi, Accounting Branch Chief, at (202) 551-3716
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 551-3333, David Mittelman, Legal Branch Chief, at (202) 551-
3214, or me at (202) 551-3720 with any other questions.

      Sincerely,



      H. Christopher Owings
      Assistant Director

cc:	Thomas P. Mason, Esq.
	Vinson & Elkins L.L.P.
	Fax:  (713) 615-5320







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Michael J. Bradley
DCP Midstream Partners LP
November 2, 2005
Page 1