Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FURST JACK D
   2. Issuer Name and Ticker or Trading Symbol
Regency Energy Partners LP [RGNC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1700 PACIFIC, SUITE 2900		 3. Date of Earliest Transaction (Month/Day/Year)
02/03/2006
(Street)

DALLAS, TX 75201		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/07/2006		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON UNITS 02/03/2006   P   12,500 A $ 20 12,500 D  
COMMON UNITS 02/03/2006   P   5,353,896 A (1) 5,353,896 I By Regency Acquisition LP (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SUBORDINATED UNITS (3) 02/03/2006   P   19,103,896     (3)   (3) COMMON UNITS 19,103,896 (1) 19,103,896 I By Regency Acquisition LP (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FURST JACK D
1700 PACIFIC, SUITE 2900
DALLAS, TX 75201		   X      

Signatures

 /s/ Alvin Suggs, Attorney-in-Fact   02/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) In connection with the initial public offering of Common Units of the Issuer, Regency Acquisition LP contributed all of the equity interest in Regency Gas Services LP, to the Issuer in exchange for 5,353,896 Common Units and 19,103,896 Subordinated Units of the Issuer.
(2) Jack D. Furst is a member of HM5/GP LLC, which is the general partner of Hicks, Muse, Tate & Furst Equity Fund V, L.P., which is the sole member of HMTF Regency, L.L.C., which is the general partner of HMTF Regency, L.P., which is the sole member of Regency Holdings LLC, which is the general partner of Regency Acquisition LP, which directly owns the Common Units and Subordinated Units reported herein as beneficially owned indirectly by Mr. Furst.. HMTF Regency, L.P., also owns all of the limited partner interest in Regency Acquisition LP. The reporting person disclaims beneficial ownership of these securities (except to the extent of the reporting person's indirect pecuniary interest in such securities described above), and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3) The Subordinated Units shall convert into Common Units on a one-for-one basis after December 31, 2006, upon satisfaction of the conditions for conversion set fort in the Issuer's First Amended and Restated Agreement of Limited Partnership. The conditions are based on the amount of quarterly distributions by the Issuer with respect to its Common and Subordinated Units. The Subordinated Units have no expiration date.

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