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                                  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 8, 2006

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

            DELAWARE                   001-32678               03-0567133
(State or other jurisdiction of       (Commission             (IRS Employer
         incorporation)               File Number)         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)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 8, 2006, DCP Midstream Partners, LP announced its results of operations for the third quarter of 2006 pursuant to a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. EXHIBIT NUMBER DESCRIPTION - -------------- ------------------------------------- Exhibit 99.1 Press Release dated November 8, 2006.

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 8, 2006

EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ------------------------------------- Exhibit 99.1 Press Release dated November 8, 2006.

                                                                    Exhibit 99.1

            DCP MIDSTREAM PARTNERS REPORTS THIRD QUARTER 2006 RESULTS

    DENVER, Nov. 8 /PRNewswire-FirstCall/ -- DCP Midstream Partners, LP
(NYSE: DPM) today reported results of operations for the three and nine months
ended Sept. 30, 2006. On Dec. 7, 2005, DCP Midstream Partners, LP (the
Partnership) completed its initial public offering of common units. Earnings for
periods prior to the date of the initial public offering are attributable to DCP
Midstream Partners Predecessor, which consists of subsidiaries and assets of
Duke Energy Field Services, LLC, (DEFS) the owner of the Partnership's general
partner, which were contributed to the Partnership.

    For the three months ended Sept. 30, 2006, the Partnership reported net
income of $9.7 million, or $0.51 per limited partner unit, compared to $3.6
million for the same period in 2005. For the nine months ended Sept. 30, 2006,
the Partnership reported net income of $23.9 million, or $1.32 per limited
partner unit, compared to $18.4 million for the same period in 2005.

    On Oct. 25, 2006, the board of directors of the Partnership's general
partner declared a $0.025 increase in the quarterly distribution to $0.405 per
limited partner unit, equating to a prospective annual distribution of $1.62 per
limited partner unit. The new distribution rate represents a 15.7 percent
increase over the minimum quarterly distribution of $0.35 per unit set forth in
the prospectus in connection with the Partnership's initial public offering in
December 2005. The Partnership's distributable cash flow for the three months
ended Sept. 30, 2006 was $12.5 million, or 1.7 times the amount required to
cover its current distribution rate to the general and limited partners. The
Partnership's distributable cash flow for the nine months ended Sept. 30, 2006
was $31.8 million, or 1.6 times the amount required to cover its current
distribution rate to the general and limited partners.

    "We've had another great quarter, with strong earnings and cash flow
supported by commodity prices and continued drilling around our assets by
ConocoPhillips and others," said Jim Mogg, chairman. "The solid performance of
our business allowed us to increase our unitholder distributions by over 15
percent since our IPO last December. We recently announced the acquisition of
Gas Supply Resources, a wholesale propane logistics company, from DEFS for
approximately $77 million, as well as an additional $250 million acquisition
from DEFS planned for 2007. We're very excited about continuing to grow DCP
Midstream Partners and delivering value to our unitholders."

    EBITDA for the third quarter of 2006 was $13.9 million, compared to $6.5
million in the corresponding 2005 period. The primary driver of the increase was
the gross margin impact of strong crude oil and natural gas liquids (NGL)
prices. Additional contributors were increased gathering and processing volumes,
marketing activity on our PELICO pipeline system, as well as lower operating and
maintenance expense. A portion of the volume increase is attributable to lower
volumes in the third quarter of 2005 due to hurricane Katrina.

    EBITDA for the nine months ended Sept. 30, 2006 was $36.2 million, compared
to $27.2 million in the corresponding 2005 period. The primary driver of the
increase was the gross margin impact of strong crude oil and NGL prices.
Additional contributors were increased gathering and processing volumes,
marketing activity on our PELICO pipeline system, as well as lower operating and
maintenance expense, partially offset by higher general and administrative
expense. A portion of the volume increase is attributable to lower volumes in
the third quarter of 2005 due to hurricane Katrina. Operating and maintenance
expense decreased $0.6 million for the nine months ended Sept. 30, 2006 as
compared to the same period in 2005 due primarily to lower repair and
maintenance expense, compressor lease expense and asset integrity and
environmental expense, partially offset by higher direct labor and chemical
costs. We anticipate that some of the savings achieved in operating and
maintenance expense for the nine months ending Sept. 30, 2006, will reverse in
the fourth quarter of 2006. General and administrative expenses increased $3.9
million for the nine months ended Sept. 30, 2006 as compared to the same period
in 2005 due primarily to higher public company costs and employee expenses not
incurred in 2005.

    As of Sept. 30, 2006, the Partnership has hedged approximately 80 percent of
its projected natural gas, NGL, and condensate commodity price exposure through
2010 and approximately 60 percent of its projected condensate commodity price
exposure in 2011. As a result, changes in commodity prices are not expected to
have a significant impact on earnings and cash flows of the Partnership.

    EBITDA, gross margin, segment gross margin, and distributable cash flow are
non-GAAP financial measures and are explained in greater detail under "Non-GAAP
Financial Information" below.

OPERATING RESULTS BY BUSINESS SEGMENT Natural Gas Services -- Gross margin increased $5.4 million to $20.7 million for the three months ended Sept. 30, 2006, from $15.3 million in the same period of 2005. Gross margin increased $12.1 million to $55.9 million for the nine months ended Sept. 30, 2006 from $43.8 million in the same period in 2005. These increases are due primarily to higher commodity prices and favorable frac spreads in the third quarter of 2006 along with an increase in volumes attributable to strong drilling activity around our assets and crosshaul volumes on our PELICO system. NGL Logistics -- Gross margin related to our Seabreeze pipeline was $1.2 million for the three months ended Sept. 30, 2006 compared to $0.7 million during the same period of 2005. Gross margin for the nine months ended Sept. 30, 2006 was $3.2 million, compared to $2.7 million during the same period in 2005. These increases are due primarily to increased volumes. EARNINGS CALL DCP Midstream Partners will hold its quarterly conference call to discuss second quarter results Nov. 9, 2006 at 11 a.m. ET. The dial-in number for the call is 866-770-7120 in the United States or 617-213-8065 outside the United States, pass code 83686348. A live Webcast of the call can be accessed on the investor information page of DCP Midstream Partners' Web site at http://www.dcppartners.com. The call will be available for replay for seven days by dialing 888-286-8010, in the United States or 617-801-6888 outside the United States, pass code 30663914. A replay and transcript of the broadcast will also be available on the company's Web site. NON-GAAP FINANCIAL INFORMATION This press release and the accompanying financial schedules include the non-generally accepted accounting principles ("non-GAAP") financial measures of EBITDA, gross margin, segment gross margin and distributable cash flow. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Our non-GAAP financial measures should not be considered an alternative to, or more meaningful than, net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations and make cash distributions to unitholders. We define EBITDA as net income less interest income plus interest expense and depreciation and amortization expense. EBITDA is used as a supplemental liquidity measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness, make cash distributions to our unitholders and general partner and finance maintenance capital expenditures. Our EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner. EBITDA is also used as a supplemental performance measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess: * financial performance of our assets without regard to financing methods, capital structure or historical cost basis; * our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing methods or capital structure; and * viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

We define gross margin as total operating revenues less purchases of natural gas and NGLs, and we define segment gross margin for each segment as total operating revenues for that segment less purchases of natural gas and NGLs for that segment. Our gross margin equals the sum of our segment gross margins. Gross margin is included as a supplemental disclosure because it is a primary performance measure used by management as it represents the results of product sales and purchases, a key component of our operations. Our gross margin may not be comparable to a similarly titled measure of other companies because other entities may not calculate gross margin in the same manner. We define distributable cash flow as EBITDA, plus interest income, less interest expense, earnings from equity method investment, maintenance capital expenditures, net of reimbursable projects, and adjustments for non-cash hedge ineffectiveness. Maintenance capital expenditures are capital expenditures made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred in maintaining existing system volumes and related cash flows. Non-cash hedge ineffectiveness refers to the ineffective portion of our cash flow hedges, which is recorded in earnings in the current period. This amount is considered to be non-cash for the purpose of computing distributable cash because settlement will not occur until future periods and will be impacted by future changes in commodity prices. Distributable cash flow is used as a supplemental liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess our ability to make cash distributions to our unitholders and our general partner. DCP Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership that gathers, processes, transports and markets natural gas and natural gas liquids and is a leading wholesale distributor of propane. DCP Midstream Partners, LP is managed by its general partner, DCP Midstream GP, LLC, which is wholly owned by Duke Energy Field Services, LLC, a joint venture between Duke Energy and ConocoPhillips. For more information, visit the DCP Midstream Partners, LP Web site at http://www.dcppartners.com. This press release contains forward-looking statements as defined under the federal securities laws regarding DCP Midstream Partners, LP including projections, estimates, forecasts, plans and objectives. These statements are based on management's current projections, estimates, forecasts, plans and objectives and are not guarantees of future performance. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond our control. These risks and uncertainties include, but are not limited to, changes in laws and regulations impacting the gathering and processing industry, the level of creditworthiness of the Partnership's counterparties, the Partnership's ability to access the debt and equity markets, the Partnership's use of derivative financial instruments to hedge commodity and interest rate risks, the amount of collateral required to be posted from time to time in the Partnership's transactions, changes in commodity prices, interest rates, demand for the Partnership's services, weather and other natural phenomena, industry changes including the impact of consolidations and changes in competition, the Partnership's ability to obtain required approvals for construction or modernization of the Partnership's facilities and the timing of production from such facilities, and the effect of accounting pronouncements issued periodically by accounting standard setting boards. Therefore, actual results and outcomes may differ materially from what is expressed in such forward-looking information. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than the Partnership has described. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Information contained in this press release is unaudited, and is subject to change.

DCP MIDSTREAM PARTNERS, LP RESULTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2006 2005 2006 2005 ------------ ------------ ------------ ------------ ($ in millions, except per unit data) Sales of natural gas, NGLs and condensate $ 95.0 $ 227.4 $ 296.6 $ 494.2 Transportation and processing services 7.0 5.9 20.4 16.7 Total operating revenues 102.0 233.3 317.0 510.9 Purchases of natural gas and NGLs 80.1 217.3 257.9 464.4 Gross margin 21.9 16.0 59.1 46.5 Operating and maintenance expense 3.6 5.0 10.9 11.5 General and administrative expense 4.4 4.6 12.1 8.2 Earnings from equity method investment -- 0.1 0.1 0.4 EBITDA 13.9 6.5 36.2 27.2 Depreciation and amortization expense 3.0 2.9 8.9 8.8 Interest income 1.7 -- 4.7 -- Interest expense 2.9 -- 8.1 -- Net income 9.7 3.6 23.9 18.4 Less: Net income attributable to DCP Midstream Partners Predecessor -- (3.6) -- (18.4) General partner interest in net income (0.2) -- (0.5) -- Net income allocable to limited partners $ 9.5 $ -- $ 23.4 $ -- Net income per limited partner unit -- basic and diluted $ 0.51 $ -- $ 1.32 $ -- Weighted average limited partners' units outstanding -- basic and diluted 17.5 -- 17.5 --

DCP MIDSTREAM PARTNERS, LP SEGMENT FINANCIAL AND OPERATING DATA (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2006 2005 2006 2005 ------------ ------------ ------------ ------------ ($ in millions) Natural Gas Services Segment: Financial data: Segment gross margin $ 20.7 $ 15.3 $ 55.9 $ 43.8 Operating data: Natural gas throughput (MMcf/d) 393 367 381 339 NGL gross production (Bbls/d) 5,384 4,507 5,222 4,795 NGL Logistics Segment: Financial data: Segment gross margin $ 1.2 $ 0.7 $ 3.2 $ 2.7 Operating data: Seabreeze throughput (Bbls/d) 20,272 17,046 19,667 15,334 Black Lake throughput (Bbls/d)(c) 5,410 4,708 4,858 4,972 DCP MIDSTREAM PARTNERS, LP RECONCILIATION OF NON-GAAP MEASURES (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2006 2005 2006 2005 ------------ ------------ ------------ ------------ ($ in millions) Reconciliation of segment net income to segment gross margin: Natural Gas Services segment: Segment net income $ 14.9 $ 7.6 $ 37.6 $ 24.2 Add: Depreciation and amortization expense 2.7 2.8 8.2 8.3 Operating and maintenance expense 3.1 4.9 10.1 11.3 Segment gross margin $ 20.7 $ 15.3 $ 55.9 $ 43.8 NGL Logistics segment: Segment net income $ 0.4 $ 0.6 $ 1.8 $ 2.4 Add: Depreciation and amortization expense 0.3 0.1 0.7 0.5 Operating and maintenance expense 0.5 0.1 0.8 0.2 Less: Earnings from equity method investment -- 0.1 0.1 0.4 Segment gross margin $ 1.2 $ 0.7 $ 3.2 $ 2.7

DCP MIDSTREAM PARTNERS, LP RECONCILIATION OF NON-GAAP MEASURES - Continued (Unaudited) Three Months Nine Months Ended Ended September 30, September 30, 2006 2006 ------------- ------------- ($ in millions) Reconciliation of net income to EBITDA: Net income $ 9.7 $ 23.9 Interest income (1.7) (4.7) Interest expense 2.9 8.1 Depreciation and amortization expense 3.0 8.9 EBITDA $ 13.9 $ 36.2 Reconciliation of net cash provided by operating activities to EBITDA: Net cash provided by operating activities $ 6.0 $ 16.8 Net changes in operating assets and liabilities 6.2 14.1 Other, net 0.5 1.8 Interest income (1.7) (4.7) Interest expense 2.9 8.1 Earnings from equity method investment -- 0.1 EBITDA $ 13.9 $ 36.2 Reconciliation of net cash provided by operating activities to distributable cash flow: Net cash provided by operating activities $ 6.0 $ 16.8 Maintenance capital expenditures, net of reimbursable projects (0.2) (2.4) Post closing reimbursement from DEFS for maintenance capital expenditures 0.1 1.1 Non-cash hedge ineffectiveness (0.1) 0.4 Net changes in operating assets and liabilities 6.2 14.1 Other, net 0.5 1.8 Distributable cash flow $ 12.5 $ 31.8 Three Months Nine Months Ended Ended September 30, September 30, 2005 2005 ------------- ------------- ($ in millions) Reconciliation of net income to EBITDA: Net income $ 3.6 $ 18.4 Depreciation and amortization 2.9 8.8 EBITDA $ 6.5 $ 27.2 Reconciliation of net cash (used in) provided by operating activities to EBITDA: Net cash (used in) provided by operating activities $ (10.2) $ 7.7 Earnings from equity method investment 0.1 0.4 Net changes in operating assets and liabilities 16.5 19.0 Other, net 0.1 0.1 EBITDA $ 6.5 $ 27.2 SOURCE DCP Midstream Partners, LP -0- 11/08/2006 /CONTACT: Karen Taylor of DCP Midstream Partners, LP, +1-303-633-2913, or 24-Hour, +1-303-809-9160/ /First Call Analyst: / /FCMN Contact: kltaylor@dcppartners.com / /Web site: http://www.dcppartners.com/