UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~September 7~~October 1, 2010 (September 729, 2010)

Date of Report (Date of earliest event reported)

INERGY HOLDINGS, L.P.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware		001-34663		43-1792470
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification ~~Number~~No.)

Two Brush Creek Boulevard, Suite 200

Kansas City, MOMissouri 64112

(Address of principal executive offices)

(816) 842-8181

(Registrant’s telephone number, including area code)

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:

¨x 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))

Item 78.01 ~~Regulation~~Other FDEvents. ~~Disclosure~~

OnAs ~~Tuesday~~previously disclosed, ~~September 7~~Inergy, ~~2010~~L.P. (“Inergy”), ~~members~~Inergy ofGP, ~~senior~~LLC ~~management~~(“Inergy ofGP”), Inergy Holdings, L.P. (“Holdings”), ~~and~~ Inergy Holdings GP, ~~L.P.~~LLC, ~~conducted~~NRGP Limited Partner, LLC and NRGP MS, LLC entered into an Agreement and Plan of Merger on August 7, 2010, which was amended and restated on September 3, 2010, as part of a ~~conference~~plan ~~call~~to ~~regarding~~simplify the capital structures of Inergy and Holdings (the ~~previously~~ ~~announced~~“Merger ~~acquisition~~Agreement”). Following the announcement of the ~~Tres~~Merger ~~Palacios~~Agreement, ~~Gas~~a ~~Storage~~unitholder class action lawsuit, G-2 Trading LLC v. OnInergy GP, LLC et al., No. 5816, was filed in the Court ~~morning~~of Chancery of ~~September 7~~the State of Delaware by common unitholders of Inergy against Inergy, ~~2010~~Holdings, ~~the~~Inergy ~~prepared~~GP, ~~presentation~~John ~~materials~~J. ~~will~~Sherman, bePhillip ~~made~~L. ~~available~~Elbert, ~~for~~Warren ~~viewing~~H. onGfeller, ~~our~~Arthur ~~website~~B. atKrause, ~~www~~Robert D.~~inergypropane~~ Taylor, R.~~com~~ ~~and~~Brooks ~~are~~Sherman, ~~included~~Jr., Andrew L. Atterbury, asWilliam ~~Exhibit~~C. 99Gautreaux and Carl A.1 toHughes ~~this~~(the ~~report~~“Inergy Unitholder Lawsuit”). WeOn doSeptember 29, ~~not~~2010, ~~undertake~~the Delaware Court of Chancery scheduled a hearing in response to ~~update~~the plaintiff’s motion seeking expedited treatment of the ~~information~~Inergy Unitholder asLawsuit. ~~posted~~The hearing on ~~our~~the ~~website~~plaintiff’s motion for preliminary injunction, which asks the court to enjoin the consummation of the proposed merger, has been set for October 22, 2010.

InImportant ~~accordance~~Information ~~with General Instruction B.2. of form 8-K, the following information shall not be deemed “filed”~~ for ~~purposes~~Investors ofand ~~Section~~Unitholders 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such a filing.

~~Item~~In connection with the proposed merger and related transactions between Inergy and Holdings, Inergy filed with the Securities and Exchange Commission (“SEC”), and the SEC declared effective on September 930, 2010, a registration statement on Form S-4 that includes a proxy statement of Holdings that also constitutes a prospectus of Inergy.01 The proxy statement/prospectus is being mailed to Holdings unitholders on or about October 2, 2010. ~~Financial~~INERGY ~~Statements~~AND HOLDINGS URGE INVESTORS AND HOLDINGS UNITHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and ~~Other~~unitholders ~~Exhibits~~may obtain free copies of the proxy statement/prospectus and other documents containing important information about Inergy and Holdings through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Inergy are available free of charge on Inergy’s website at www.inergylp.com under the tab “Investor Relations” then select “Inergy, L.P.” or by contacting Inergy’s investor relations administrator at (816) 842-8181. Copies of the documents filed with the SEC by Holdings are available free of charge on Holdings’ website at www.inergylp.com under the tab “Investor Relations” then select “Inergy Holdings, L.P.” or by contacting Holdings’ investor relations administrator at (816) 842-8181.

~~(d)~~Inergy, ~~Exhibits~~Holdings and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Holdings in connection with the proposed transaction. Information about the directors and executive officers of Inergy is set forth in its Annual Report on Form 10-K for the fiscal year ended September 30, 2009, which was filed with the SEC on November 30, 2009. Information about the directors and executive officers of Holdings is set forth in its Annual Report on Form 10-K for the fiscal year ended September 30, 2009, which was filed with the SEC on November 30, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Exhibit No.		Description
99.1		Investor Presentation

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~INERGY HOLDINGS, L.P.~~	INERGY HOLDINGS, L.P.
	~~By:~~	~~INERGY HOLDINGS GP, LLC, Its General Partner~~By:	INERGY HOLDINGS GP, LLC,
Date: September 7, 2010	By:	/s/ Laura L. Ozenberger
			its General Partner
		Laura L. Ozenberger
Date: October 1, 2010		By:	/s/ Laura L. Ozenberger
		Senior Vice President – General Counsel
			Laura L. Ozenberger Senior Vice President, General Counsel and Secretary

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