FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MILLS RC   2. Issuer Name and Ticker or Trading Symbol Energy Transfer Partners, L.P. [ETP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. V.P., COO (Last) (First) (Middle) 5000 SAWGRASS VILLAGE, STE 4 3. Date of Earliest Transaction (Month/Day/Year) 05/19/2005 (Street) PONTE VEDRA BEACH, FL 32082 4. If Amendment, Date Original Filed(Month/Day/Year) 05/25/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Units 05/19/2005 05/19/2005 P   1,000 (1) A $ 30.16 1,000 I Owned by RC Mills TTEE R.C. Mills Revocable Trust U/A Dtd. 03/07/1996 (1) Common Units 05/19/2005 05/19/2005 P   1,000 A $ 30.15 2,000 I Owned by RC Mills TTEE R.C. Mills Revocable Trust U/A Dtd. 03/07/1996 (1) Common Units 05/19/2005 05/19/2005 P   1,000 A $ 30.101 3,000 I Owned by RC Mills TTEE R.C. Mills Revocable Trust U/A Dtd. 03/07/1996 (1) Common Units 05/19/2005 05/19/2005 P   1,000 A $ 30.08 4,000 I Owned by RC Mills TTEE R.C. Mills Revocable Trust U/A Dtd. 03/07/1996 (1) Common Units 05/19/2005 05/19/2005 P   1,000 A $ 30.2 5,000 I Owned by RC Mills TTEE R.C. Mills Revocable Trust U/A Dtd. 03/07/1996 (1) Common Units               638,018 (2) D   Common Units               48,000 (2) I Common Units held by spouse, for which the reporting person disclaims beneficial ownership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLS RC 5000 SAWGRASS VILLAGE STE 4 PONTE VEDRA BEACH, FL 32082			Exec. V.P., COO

Signatures

/s/ Robert A. Burk, by Power of Attorney		07/05/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The reporting person disclaims beneficial ownership of common units held by R C Mills TTEE R.C. Mills Revocable Trust U/A Dtd 03/07/1996 except to the extent of his pecuniary interest therein.
(2)	This amendment reflects the correct total of Common Units owned following a two-for-one unit split.

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