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 * SHERMAN R BROOKS   2. Issuer Name and Ticker or Trading Symbol INERGY L P [NRGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP/CFO (Last) (First) (Middle) TWO BRUSH CREEK BLVD., SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2011 (Street) KANSAS CITY, MO 64112 4. If Amendment, Date 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 (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               1,020.2731 I By Unit Purchase Plan Common Units               400,412 I See Footnote (4) Common Units 02/02/2011   M   19,800 A $ 9.74 280,704 (6) D   Common Units 02/02/2011   S   19,800 D $ 42.3899 (2) (3) 260,904 (6) D   Common Units 02/03/2011   M   26,400 A $ 9.74 287,304 (6) D   Common Units 02/03/2011   S   26,400 D $ 41.636 (3) (5) 260,904 (6) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Class B Units

(1)

(1)

(1)

Common Units

266,941

266,941

I

See Footnote (4)

Options

$ 9.74

02/02/2011

M

19,800

06/20/2008(7)

06/16/2015

Common Units

19,800

$ 0

26,400

D

Options

$ 9.74

02/03/2011

M

26,400

06/20/2008(7)

06/19/2015

Common Units

26,400

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHERMAN R BROOKS TWO BRUSH CREEK BLVD. SUITE 200 KANSAS CITY, MO 64112			EVP/CFO

Signatures

/s/ Judy Riddle (attorney-in-fact) for R. Brooks Sherman		02/04/2011
**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 Class B units will convert automatically into common units on a one-for-one basis, with 50% of the outstanding Class B units converting into common units following the payment date of the fourth quarterly distribution following the closing of the merger and the remaining outstanding Class B units converting into common units following the payment date of the eighth quarterly distribution following the closing of the merger.
(2)	The prices for this transaction range from $42.30 to $42.43.
(3)	Upon request, full information about the subject transaction will be provided to the SEC.
(4)	Mr. Sherman is the trustee of the R. Brooks Sherman, Jr. Revocable Trust dated 1/15/2008 as amended from time to time.
(5)	The prices for this transaction range from $41.62 to $41.66.
(6)	Includes restricted units granted under the Inergy, L.P. Long Term Incentive Plan, as amended.
(7)	The option vests in three installments as follows: 25% of the option vests on the 3rd anniversary of the grant date; 25% of the option vests on the 4th anniversary of the grant date; and the remaining 50% of the option vests on the 5th anniversary of the grant date.
Remarks: Contributions to the EUPP plan are used to purchase Inergy, LP Common Units at the end of each quarter. On January 12, 2004, Inergy, LP's Common Units, Senior Subordinated Units and Junior Subordinated Units underwent a two-for-one split.

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