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): November 6, 2007

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

DELAWARE
001-32678
03-0567133
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer 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)
 
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors

On November 12, 2007, DCP Midstream Partners, LP (the “Partnership”) issued a press release announcing the departure of Derrill Cody and John E. Lowe as directors of the Board of Directors of the Partnership’s ultimate general partner, DCP Midstream GP, LLC (the “General Partner”) and the appointment of Sigmund L. Cornelius to the Board of Directors effective November 12, 2007. There was no disagreement between Mr. Cody or Mr. Lowe and the Partnership regarding any matter relating to the Partnership’s operations, policies or practices.

Mr. Cornelius currently serves as Senior Vice President, Planning, Strategy and Corporate Affairs of ConocoPhillips, an affiliate of the General Partner. There is no arrangement or understanding between Mr. Cornelius and any other persons pursuant to which he was selected as a director. The Board of Directors of the General Partner did not name Mr. Cornelius to any committees of the Board of Directors at this time.

The General Partner serves as the ultimate general partner of the Partnership, holding a general partner interest in the Partnership. DCP Midstream, LLC currently owns 100% of the General Partner, which allows it to control the Partnership, and owns a 33.9% limited partner interest in the Partnership. DCP Midstream, LLC is a joint venture equally owned by Spectra Energy Corp. and ConocoPhillips. For relationships between the Partnership, the General Partner, DCP Midstream, LLC and its affiliates, please read Item 13 “Certain Relationships and Related Transactions, and Director Independence”, which is incorporated herein by reference from the Partnership’s annual report on Form 10-K, filed with the Securities and Exchange Commission on March 14, 2007.

The press release announcing these changes is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.
 
Exhibit Number
Description
Exhibit 99.1
Press Release dated November 12, 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
 
November 12, 2007



EXHIBIT INDEX

Exhibit Number
Description
Exhibit 99.1
Press Release dated November 12, 2007.