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

Amendment 1
to
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2008

DCP MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

DELAWARE
001-32678
03-0567133
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
  
Identification No.)

370 17th Street, Suite 2775
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 633-2900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.02 Election of Directors

On December 19, 2007, DCP Midstream Partners, LP (the “Partnership”) issued a press release announcing the appointment of Thomas C. O’Connor and Willie C.W. Chiang to the Board of Directors of the Partnership’s ultimate general partner, DCP Midstream GP, LLC (the “General Partner”) effective December 19, 2007; at that time they were not appointed to any committee of the General Partner’s Board of Directors.

On January 24, 2008 the Board of Directors of the General Partner appointed Mr. O’Connor and Mr. Chiang to the Compensation Committee.

 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  DCP MIDSTREAM PARTNERS, LP
 
 		  
 		  
 
  By:  
DCP MIDSTREAM GP, LP
its General Partner
     
  By:  
DCP MIDSTREAM GP, LLC
its General Partner
     
  By:  
/s/ Michael S. Richards
   
Name:   Michael S. Richards
Title:     Vice President, General Counsel and Secretary
     
January 29, 2008    
 
 
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