TEXT-Fitch release on Energy Transfer Partners

(The following statement was released by the ratings agency)

March 25 - Fitch rates Energy Transfer Partners, LP's (ETP.N: Quote, Profile, Research) (ETP)
proposed offering of $1.0 billion senior notes at 'BBB-'. The notes are
expected to be issued in three tranches due 2013, 2018 and 2038. Note proceeds
will be used to repay a $500 million term loan with the remainder used to
reduce outstanding revolving credit borrowings. The Issuer Default Rating (IDR)
for ETP is 'BBB-'. The Rating Outlook is Stable.

ETP's rating and Stable Rating Outlook reflect the increasing scale, scope,
and diversity of its operations, strong quantitative credit measures, a
conservative distribution policy, a favorable near-term regional natural gas
supply position from expanding Barnett Shale and Bossier Sands development, and
the expected benefits of ongoing contractually supported pipeline expansions.
ETP's credit measures are consistent with its peer group of investment grade
master limited partnerships (MLPs). However, a substantial capital spending
program directed mostly toward pipeline expansion projects, estimated to
approximate $1.8 billion for calendar 2008, will result in increased debt
leverage until the new projects generate operating returns.

In December 2007, ETP raised approximately $270 million in new equity
proceeds. Management is committed to periodically issue new equity throughout
the current construction phase. ETP's debt-to-EBITDA for the twelve months
ended December 2007 was approximately 3.4 times (x). Debt leverage will move
higher in 2008 but should remain consistent with its rating category, albeit at
the high end of the range for its MLP peer group. Maintaining appropriate
future leverage measures will in good part depend on ETP completing timely
equity financings.

On Sept. 12, 2007, Fitch changed ETP's Rating Outlook to Stable from
Positive. The rating action was primarily the result of legal proceedings
commenced against the company by the Federal Energy Regulatory Commission
(FERC) and The U.S. Commodities Futures Trading Commission (CFTC) relating for
the most part to charges of natural gas market manipulation or attempted gas
market manipulation. On March 17, 2008, it was announced that the legal action
brought against ETP by CFTC was dismissed. In a consent order ETP agreed to pay
CFTC $10 million while CFTC agreed to release ETP from claims it had brought
against the company. The agreement between ETP and the CFTC contains no
findings of fact or conclusions of law. However, resolution to the FERC case
could extend well into calendar 2009 and beyond and continues to have a
negative overhang on ETP's operations. Currently, FERC's enforcement staff is
recommending penalties against ETP and its affiliates totaling $198 million.
The size of a future settlement, if any, or the results of a fully litigated
case cannot be determined at this stage. However, eventual payments to FERC and
any potential third party claims could be material.

The uncertainty caused by the regulatory proceedings has most certainly
contributed to increasing ETP's borrowing costs and depressing the market value
of its LP units. ETP's $2.0 billion revolving credit facility maturing in 2012
is expandable to $3.0 billion. Fitch estimates that approximately $1.1 billion
will be outstanding under the facility following the issuance of the new notes.
In addition, Midcontinent Express Pipeline (MEP) has established a $1.4 billion
three-year bank credit facility severally guaranteed by its 50% sponsors, ETP
and Kinder Morgan Energy Partners, L.P. (KMP) to provide construction period
financing for the project. While ETP's liquidity is adequate for the near term,
given its aggressive capital budget, an impaired ability to issue long-term
debt and equity would have negative credit implications.

While ETP's track record of acquiring, integrating and expanding energy
infrastructure assets has been favorable, several challenges remain. Of ongoing
concern is the event and integration risk inherent in ETP's active growth
strategy. In particular, given the industry-wide inflation of pipeline
construction costs and their effect on project economics, Fitch will continue
to monitor the status of Transwestern's $710 million pipeline expansion into
Phoenix and the development of the $1.3 billion MEP joint venture with KMP.

In addition to its ongoing legal proceedings, factors also considered by
Fitch in ETP's rating analysis include: the structural subordination of the ETP
notes to approximately $768 million of combined subsidiary debt at Transwestern
and Heritage Operating L.P. (Heritage); the financial exposure to changes in
commodity price and supply and demand conditions across its operations; and the
structural relationships between affiliated companies, including approximately
$1.57 billion of debt at Energy Transfer Equity, L.P. (ETE, IDR rated 'BB-' by
Fitch).

A MLP, ETP is principally engaged in natural gas midstream and intrastate
transportation and storage operations through La Grange Acquisition, L.P.,
interstate transportation of natural gas through Transwestern, and retail
propane distribution through Titan Energy Partners, L.P. and Heritage. ETE owns
approximately 62.5 million ETP limited partner (LP) units and ETP's 2% general
partner interest.
(New York Ratings Team)