UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): April 20, 2007

DCP MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware		001-32678		03-0567133
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation)		File Number)		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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01. Other Events.

     The consolidated balance sheet of DCP Midstream GP, LP as of December 31, 2006 is filed herewith as Exhibit 99.1 and is incorporated herein by reference. DCP Midstream GP, LP is the general partner of DCP Midstream Partners, LP. The consolidated balance sheet of DCP Midstream, LLC as of December 31, 2006 is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number		Description
Exhibit 99.1		Consolidated Balance Sheet of DCP Midstream GP, LP as of December 31, 2006.
Exhibit 99.2		Consolidated Balance Sheet of DCP Midstream, LLC as of December 31, 2006.

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
Date: April 20, 2007		/s/ Thomas E. Long
		Name: Thomas E. Long
		Title: Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
Exhibit 99.1		Consolidated Balance Sheet of DCP Midstream GP, LP as of December 31, 2006.
Exhibit 99.2		Consolidated Balance Sheet of DCP Midstream, LLC as of December 31, 2006.