SEC Form 3 

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number: | 3235-0104
Estimated average burden
hours per response: | 0.5

1. Name and Address of Reporting Person^*
Maxwell Gregory Gene

(Last) | (First) | (Middle)
370 17TH STREET, STE. 2775

(Street) 
DENVER | CO |

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2012

3. Issuer Name and Ticker or Trading Symbol 
DCP Midstream Partners, LP [ DPM ]

4. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X | Director | | 10% Owner
| Officer (give title below) | | Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line) 
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5)
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | |
Explanation of Responses:
Remarks:
poagmaxwell.txt
No securities are beneficially owned.
| /s/ Michael S. Richards, Attorney-in-Fact | 05/01/2012
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Michael S. Richards and Rose M. Robeson, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1)     execute for and on behalf of the undersigned (a) Forms 3, 4 and 5 (including
  amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder, (b) Form 144 and (c) Schedules
13D and 13G (including amendments thereto) in accordance with Sections 13(d) and
  13(g) of the Securities Exchange Act of 1934 and the rules thereunder;
(2)     do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
Form 144 or Schedule 13D or 13G (including amendments thereto) and timely file
such Forms or Schedules with the Securities and Exchange Commission and any
stock exchange, self-regulatory association or any other authority; and
(3)     take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of each such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
        The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
  could do if personally present, with full power of substitution or revocation,
  hereby ratifying and confirming all that the attorney-in-fact, or the
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and
  their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming (nor is DCP Midstream Partners, LP assuming) any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
        The undersigned agrees that each such attorney-in-fact may rely entirely
  on information furnished orally or in writing by the undersigned to the
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
DCP Midstream Partners, LP and each such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of
  executing, acknowledging, delivering or filing Form 3, 4 or 5, Form 144 or
Schedule 13D or 13G (including amendments thereto) and agrees to reimburse DCP
Midstream Partners, LP and the attorney-in-fact on demand for any legal or other
  expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, Form 144 and
Schedules 13D and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by DCP Midstream
  Partners, LP, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.  This Power of Attorney does not
revoke any other power of attorney that the undersigned has previously granted.
        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
  be executed as of the date written below.
        /s/ Gregory G. Maxwell
        Gregory G. Maxwell

        April 27, 2012
        Date