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(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional common units representing limited partner interests (“Common Units”) in DCP Midstream Partners, LP (the “Registrant”) as may become issuable pursuant to the adjustment provisions of the DCP Midstream Partners, LP 2016 Long-Term Incentive Plan (the “Plan”).

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Common Units as reported on the New York Stock Exchange on June 1, 2016.

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•	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Commission on February 25, 2016 (File No. 001-32678);

•	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the Commission on May 5, 2016 (File No. 001-32678);

•	The Registrant’s Current Reports on Form 8-K (other than information furnished under Item 2.02 and Item 9.01) filed with the Commission on February 24, 2016 and May 4, 2016 (File No. 001-32678); and

•	The description of the Common Units contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 18, 2005 (File No. 001-32678) and any subsequent amendment filed for the purpose of updating such description.

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•	its general partner;

•	any departing general partner;

•	any person who is or was an affiliate of its general partner or any departing general partner;

•	any person who is or was a member, partner, director, officer, fiduciary, or trustee of its general partner, any departing general partner, or any affiliate of its general partner or any departing general partner;

•	any person who is or was serving at the request of its general partner, any departing general partner, or any affiliate of its general partner or any departing general partner as an officer, director, member, partner, fiduciary, or trustee of another person; and

•	any person designated by the general partner.

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*	Such exhibit has heretofore been filed with the Commission as part of the filing indicated and is incorporated herein by reference.

+	Denotes management contract or compensatory plan or arrangement.

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(a)	The undersigned registrant hereby undertakes:

(1)	To file, during, any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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*	Such exhibit has heretofore been filed with the Commission as part of the filing indicated and is incorporated herein by reference.

+	Denotes management contract or compensatory plan or arrangement.