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) 12/20/2005 (Street) PONTE VEDRA BEACH, FL 32082 4. If Amendment, Date Original Filed(Month/Day/Year) 12/21/2005 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 12/20/2005   A   4,000 A (1) 642,018 D   Common Units               5,000 (4) I Owned by RC Mills TTEE R.C. Mills Revocable Trust U/A dated 03/07/1996. (2) Common Units               48,000 (4) I Common Units held by spouse for which the reporting person disclaims beneficial ownership.

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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

Restricted Common Units

(3)

12/20/2005

M

4,000

(1)

(1)

Common Units

4,000

(3)

0

D

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

Robert A. Burk, by Power of Attorney		12/27/2005
**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)	Issuance of common units for that portion of the September 1, 2004 award to the reporting person under the Energy Transfer Partners, L.P. Unit Plan that vested on September 1, 2005 upon the attainment by the issuer of certain performance criteria related to the award.
(2)	The reporting person disclaims beneficial ownership of common units held by RC Mills TTEE R.C. Mills Revocable Trust U/A dated 03/07/1996 except to the extent of his pecuniary interest therein.
(3)	Each restricted common unit awarded under the Energy Transfer Partners, L.P. 2004 Unit Plan represents a contingent right to receive one common unit upon vesting.
(4)	This amendment is being filed to correct an error in the reporting person's holdings

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