Ownership Submission
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 *
WARREN KELCY L
  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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
3738 OAK LAWN AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2013
(Street)

DALLAS, TX 75219
4. If Amendment, Date 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
(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 10/31/2013(1)   J(1)   50,160,000 D (1) 49,551,069 I Held by Energy Transfer Equity, L.P. (2)
Common Units               21,107 D  

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
WARREN KELCY L
3738 OAK LAWN AVENUE
DALLAS, TX 75219
  X     CEO  

Signatures

 Peggy J. Harrison as Attorney-in-Fact for Kelcy L. Warren   10/31/2013
**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) Pursuant to an Exchange and Redemption Agreement dated as of August 7, 2013 among Energy Transfer Partners, L.P. ("ETP"), Energy Transfer Equity, L.P. ("ETE"), and ETE Common Holdings, LLC ("ETE Holdings"), a wholly owned subsidiary of ETE, on October 31, 2013 ETP redeemed 50,160,000 of its common units representing limited partner interests held by ETE Holdings and beneficially owned indirectly by ETE in exchange for 50,160,000 Class H limited partner interests in ETP. The Class H limited partner interests in ETP will entitle ETE to a percentage of the cash distributions received by ETP from Sunoco Partners LLC ("SXL GP") with respect to SXL GP's general partner interests and incentive distribution rights in Sunoco Logistics Partners L.P.
(2) Mr. Warren holds an 81.2% membership interest in LE GP, LLC, the general partner of ETE. Mr. Warren disclaims beneficial ownership of the reported units except to the extent of his pecuniary interest therein.

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