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): June 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 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 8.01 Other Events.

On June 20, 2007, DCP Midstream Partners, LP, issued a press release announcing a private placement of its common units.  A copy of the press release is furnished as Exhibit 99.1 to this current report.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.
 
Exhibit Number
Description
   
Exhibit 99.1
Press Release dated June 20, 2007
 

 
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
   
June 20, 2007  
 

 
 
EXHIBIT INDEX

Exhibit Number
Description
   
Exhibit 99.1
Press Release dated June 20, 2007