SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Sheets Jeffrey Wayne

(Last) (First) (Middle)
370 17TH STREET, STE. 2775

(Street)
DENVER CO

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2010
3. Issuer Name and Ticker or Trading Symbol
DCP Midstream Partners, LP [ DPM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
poasheets.TXT
No securities are beneficially owned.
/s/ Michael S. Richards, Attorney-in-Fact 06/07/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

         Know all by these presents, that the undersigned hereby
constitutes and appoints each of Michael S. Richards and Angela A.
Minas, signing singly, the undersigned's true and lawful attorney-in-fact
to:

(1)	execute for and on behalf of the undersigned (a) Forms 3, 4 and
5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder, (b) Form 144
and (c) Schedules 13D and 13G (including amendments thereto) in
accordance with Sections 13(d) and 13(g) of the Securities Exchange Act
of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and
execute any such Form 3, 4 or 5, Form 144 or Schedule 13D or 13G
(including amendments thereto) and timely file such Forms or Schedules
with the Securities and Exchange Commission and any stock exchange,
self-regulatory association or any other authority; and

(3)	take any other action of any type whatsoever in connection
with the foregoing that, in the opinion of each such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required of
the undersigned, it being understood that the documents executed by
the attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact full power
and authority to do and perform all and every act and thing
whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact,
or the attorney-in-facts substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, and their substitutes, in
 serving in such capacity at the request of the undersigned,
are not assuming (nor is DCP Midstream Partners, LP assuming)
any of the undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.The undersigned agrees
that each such attorney-in-fact may rely entirely on information
furnished orally or in writing by the undersigned to the
attorney-in-fact.  The undersigned also agrees to indemnify and
hold harmless DCP Midstream Partners, LP and each such
attorney-in-fact against any losses, claims, damages or liabilities
(or actions in these respects) that arise out of or are based upon
any untrue statements or omissions of necessary facts in the
information provided by the undersigned to such attorney-in-fact
for purposes of executing, acknowledging, delivering or filing
Form 3, 4 or 5, Form 144 or Schedule 13D or 13G
(including amendments thereto) and agrees to reimburse
DCP Midstream Partners, LP and the attorney-in-fact on
demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against
any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4
and 5, Form 144 and Schedules 13D and 13G
(including amendments thereto) with respect to the undersigned's
holdings of and transactions in securities issued by DCP Midstream
Partners, LP, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of the date written below.


/s/ Jeff W. Sheets
Signature
Date:  June 2, 2010