Mail Stop 3561
      November 22, 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. 2 to Registration Statement on Form S-1
      Filed November 18, 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.
Management`s Discussion and Analysis, page 70
1. We note in the discussion on the use of proceeds on pages 10
and
39 that you will distribute approximately $8 million in cash to
affiliates of DEFS as reimbursement for capital expenditures
incurred
by them related to the assets to be contributed to you upon the
closing of the offering.  However, it does not appear that you
have
disclosed the facts underlying the reimbursement either in this
section or in the Certain Relationships and Related Party
Transactions section.  Please disclose the material aspects of the
arrangement you have had with the affiliates of DEFS for which you
are required to reimburse them.

Exhibits, page II-5
2. It appears that you have not summarized in the prospectus the
material terms of the agreement you have filed as exhibit 10.5.
Please revise or advise.

* * * * *

      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 22, 2005
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