Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
DCP MIDSTREAM PARTNERS, LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

370 17TH STREET
SUITE 2775
DENVER, CO 80202
Phone Number: subscription required

Item 3. Related Persons

Name
THOMAS C. O'CONNOR
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
CHAIRMAN OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
MARK A. BORER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
EXECUTIVE OFFICER AND DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
ANGELA A. MINAS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
MICHAEL S. RICHARDS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
PAUL F. FERGUSON, JR.
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
DONALD G. HRAP
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
FRANK A. MCPHERSON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
STEPHEN R. SPRINGER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
ALAN N. HARRIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
JOHN E. LOWE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 3. Related Persons

Name
THOMAS C. MORRIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 4. Industry Group

OIL AND GAS

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
03/30/2012

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
THE OFFERING IS BEING MADE IN CONNECTION WITH THE ACQUISITION BY THE ISSUER OF AN ADDITIONAL 66.67% INTEREST IN DCP SOUTHEAST TEXAS HOLDINGS, GP.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
48000000
Total Amount Sold
48000000
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
DCP MIDSTREAM PARTNERS, LP
Issuer Signature
/S/ MICHAEL S. RICHARDS
Signer Name
MICHAEL S. RICHARDS
Signer Title
VP, GEN. COUNSEL SEC. OF THE GP OF THE GP OF THE ISSUER
Signature Date
04/12/2012

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