FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * DCP MIDSTREAM, LLC 2. Issuer Name and Ticker or Trading Symbol DCP Midstream Partners, LP [DPM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 370 SEVENTEENTH STREET, SUITE 2500 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/21/2007 (Street) DENVER, CO 80202 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) ___ Form Filed by One Reporting Person _X_ 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Units 07/02/2007   P4 200,312 (2) A $ 47.08 207,455 I (1) By DCP LP Holdings, LLC Common Units 07/02/2007   P4 620,404 (3) A $ 47.08 827,859 I (1) By DCP LP Holdings, LLC Common Units 08/29/2007   P4 275,735 (4) A $ 45.77 1,103,594 I (1) By DCP LP Holdings, LLC

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DCP MIDSTREAM, LLC 370 SEVENTEENTH STREET SUITE 2500 DENVER, CO 80202	Â	  X	Â	Â
DCP LP Holdings, LLC 370 17TH STREET SUITE 2500 DENVER, CO 80202	Â	  X	Â	Â

Signatures

/s/ Brent L. Backes, Group Vice President, General Counsel and Corporate Secretary		01/24/2008
**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)	The securities reported on this Form 5 are held directly by DCP LP Holdings, LLC (formerly known as DCP LP Holdings, LP), a Delaware limited liability company ("DCP LLC"). DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC), is the general partner of DCP LLC.
(2)	These securities represent the July 2, 2007 conversion to common units of Class C units issued to DCP LLC as partial consideration paid for the Issuer's acquisition of Gas Supply Resources LLC from DCP Midstream, LLC in November 2006, as reported in the Issuer's Form 8-K filed November 7, 2006.
(3)	These securities represent units issued to DCP LLC as partial consideration paid for the Issuer's acquisition of equity ownership interests in DCP East Texas Holdings, LLC and Discovery Producer Services LLC from DCP Midstream, LLC in July 2007, as reported in the Issuer's Form 8-K filed July 2, 2007.
(4)	These securities represent units issued to DCP LLC as partial consideration paid for the Issuer's acquisition of certain assets of Momentum Energy Group Inc. from DCP Midstream, LLC in August 2007, as reported in the Issuer's Form 8-K filed September 5, 2007.

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