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		Per Note				Total
Public Offering Price			99.834%			$	499,170,000
Underwriting Discount			0.600%			$	3,000,000
Proceeds to Enterprise Products Operating L.P. (before expenses)			99.234%			$	496,170,000

UBS Investment Bank	Barclays Capital	Wachovia Securities

	HVB Capital Markets

	Lazard Capital Markets

	RBS Greenwich Capital

	Scotia Capital

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		Page
Prospectus Supplement
Summary			S-1
Risk Factors			S-14
Use of Proceeds			S-18
Capitalization			S-19
Management			S-21
Description of Notes			S-25
ERISA Considerations			S-30
Material United States Federal Tax Consequences to Non-U.S. Holders of Notes			S-31
Underwriting			S-34
Legal Matters			S-36
Experts			S-36
Incorporation of Documents by Reference			S-36
Forward-Looking Statements			S-37
Index to Unaudited Pro Forma Financial Statements			F-1
Prospectus
About This Prospectus			iv
Our Company			1
Risk Factors			3
Use of Proceeds			16
Ratio of Earnings to Fixed Charges			16
Description of Debt Securities			16
Description of Our Common Units			30
Cash Distribution Policy			32
Description of Our Partnership Agreement			36
Material Tax Consequences			41
Selling Unitholders			54
Plan of Distribution			55
Where You Can Find More Information			57
Forward-Looking Statements			59
Legal Matters			59
Experts			60

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	Our debt level may limit our future financial and operating flexibility.

	•	a significant portion of our cash flow from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes, including capital expenditures;
	•	credit rating agencies may view our debt level negatively;
	•	covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business;
	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership purposes may be limited;
	•	we may be at a competitive disadvantage relative to similar companies that have less debt; and
	•	we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.

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	We could be required to divest significant assets as a result of a non-public investigation by the Bureau of Competition of the Federal Trade Commission.

	Substantially all of the equity interests in Enterprise Parent that are owned by EPCO and its affiliates are pledged as security under an EPCO credit facility. Upon an event of default under this credit facility, a change in control of Enterprise Parent could result.

	The credit and risk profile of our general partner and its owners could adversely affect our credit ratings and profile.

	An impairment of goodwill could reduce our earnings.

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	Increases in interest rates could adversely affect our business.

	All of our executive officers face conflicts in the allocation of their time to our business.

	Your ability to transfer the notes may be limited by the absence of a trading market.

	Enterprise Parent does not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to us to service the notes or to repay them at maturity.

	•	to provide for the proper conduct of our business and the business of Enterprise Parent (including reserves for future capital expenditures and for Enterprise Parent’s anticipated future credit needs);
	•	to provide funds for distributions to Enterprise Parent’s unitholders and its general partner for any one or more of the next four calendar quarters; or
	•	to comply with applicable law or any of Enterprise Parent’s loan or other agreements.

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	Federal and state statutes allow courts, under specific circumstances, to void subsidiary guarantees.

	•	the guarantee was incurred with the intent to hinder, delay or defraud any present or future creditor or the subsidiary guarantor contemplated insolvency with a design to favor one or more creditors to the exclusion in whole or in part of others; or
	•	the subsidiary guarantor did not receive fair consideration or reasonably equivalent value for issuing its subsidiary guarantee;

	•	was insolvent or rendered insolvent by reason of the issuance of the subsidiary guarantee;
	•	was engaged or about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured.

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	•	on a consolidated historical basis; and
	•	on a pro forma as adjusted basis to (i) give effect to the issuance of $500 million in principal amount of senior notes in this offering and the application of the net proceeds as described under “Use of Proceeds” and (ii) the issuance by Enterprise Parent of 410,249 common units in May 2005 in connection with its DRIP and related programs.

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								Pro Forma
				Historical				As Adjusted
Cash and cash equivalents				$	57.7			$	263.8
Long-term borrowings, including current portions:
	Multi-Year Revolving Credit Facility, variable rate, due September 2009			$	300.0
	Seminole Notes, 6.67% fixed-rate, $15 million due in December 2005				15.0			$	15.0
	Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010				54.0				54.0
	Senior Notes B, 7.50% fixed-rate, due February 2011				450.0				450.0
	Senior Notes C, 6.375% fixed-rate, due February 2013				350.0				350.0
	Senior Notes D, 6.875% fixed-rate, due March 2033				500.0				500.0
	Senior Notes E, 4.00% fixed-rate, due October 2007				500.0				500.0
	Senior Notes F, 4.625% fixed-rate, due October 2009				500.0				500.0
	Senior Notes G, 5.60% fixed-rate, due October 2014				650.0				650.0
	Senior Notes H, 6.65% fixed-rate, due October 2034				350.0				350.0
	Senior Notes I, 5.00% fixed-rate, due March 2015				250.0				250.0
	Senior Notes J, 5.75% fixed-rate, due March 2035				250.0				250.0
	Senior Notes, 4.95% fixed-rate, due June 2010								500.0
	Dixie short-term commercial paper debt obligations				14.0				14.0
	GulfTerra senior notes and senior subordinated notes				5.7				5.7
	Other, including unamortized discounts and premiums				(31.4	)			(32.2	)
		Total debt obligations			4,157.3				4,356.5
Minority interest					82.5				82.5
Partners’ equity
	Limited partners				5,646.1				5,656.3
	General partner				115.4				115.6
	Accumulated other comprehensive income				22.1				22.1
	Other				(10.3	)			(10.3	)
		Total partners’ equity			5,773.3				5,783.7
		Total capitalization		$	10,013.1			$	10,222.7

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						Position with General Partner
Name		Age				of Enterprise Parent
Dan L. Duncan			72			Director and Chairman
O.S. Andras			69			Director and Vice Chairman
Robert G. Phillips			50			Director, President and Chief Executive Officer
E. William Barnett			72			Director*
W. Matt Ralls			55			Director*
Richard S. Snell			62			Director*
Richard H. Bachmann			52			Executive Vice President, Secretary and Chief Legal Officer
Michael A. Creel			51			Executive Vice President and Chief Financial Officer
James H. Lytal			47			Executive Vice President
A. James Teague			60			Executive Vice President
Charles E. Crain			71			Senior Vice President
W. Ordemann			46			Senior Vice President
Gil H. Radtke			44			Senior Vice President
James M. Collingsworth			50			Senior Vice President
James A. Cisarik			47			Senior Vice President
Lynn L. Bourdon, III			43			Senior Vice President
Bart H. Heijermans			38			Senior Vice President
Richard A. Hoover			48			Senior Vice President
Joel D. Moxley			47			Senior Vice President
Michael J. Knesek			50			Senior Vice President, Controller and Principal Accounting Officer
W. Randall Fowler			48			Senior Vice President and Treasurer

*	Independent directors

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	•	will be general unsecured, senior obligations of the Issuer;
	•	will constitute a new series of debt securities issued under the Indenture and will be initially limited to $500 million aggregate principal amount;
	•	will mature on June 1, 2010;
	•	will be issued in denominations of $1,000 and integral multiples of $1,000;
	•	initially will be issued only in book-entry form represented by one or more notes in global form registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), or such other name as may be requested by an authorized representative of DTC, and deposited with the Trustee as custodian for DTC; and
	•	will be fully and unconditionally guaranteed on an unsecured, unsubordinated basis by the Parent Guarantor, and in certain circumstances may be guaranteed in the future on the same basis by one or more Subsidiary Guarantors.

	•	accrue from June 1, 2005 at the rate of 4.95% per annum;
	•	accrue from the date of issuance or the most recent interest payment date;
	•	be payable in cash semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2005;

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	•	be payable to holders of record on the May 15 and November 15 immediately preceding the related interest payment dates; and
	•	be computed on the basis of a 360-day year consisting of twelve 30-day months.

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	•	100% of the principal amount of the notes to be redeemed; or
	•	the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 20 basis points;
	•	plus, in either case, accrued interest to the date of redemption (the “Redemption Date”).

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	•	all other contingent and fixed liabilities of the Guarantor; and
	•	any collection from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee.

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	•	automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not our affiliate, of all of the Parent Guarantor’s direct or indirect limited partnership or other equity interests in the Subsidiary Guarantor;
	•	automatically upon the merger of the Subsidiary Guarantor into us or any other Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or
	•	following delivery of a written notice by us to the Trustee, upon the release of all guarantees or other obligations of the Subsidiary Guarantor with respect to any Funded Debt of ours, except the notes.

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	•	such purchase is being made by or on behalf of a bank collective investment fund maintained by the purchaser in which no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total assets in such collective investment fund and the conditions of Section III of Prohibited Transaction Class Exemption 91-38 issued by the Department of Labor are satisfied;
	•	such purchase is made by or on behalf of an insurance company pooled separate account maintained by the purchaser in which, at any time while the notes offered hereby are outstanding, no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total of all assets in such pooled separate account and the conditions of Section III of Prohibited Transaction Class Exemption 90-1 issued by the Department of Labor are satisfied;
	•	such purchase is made on behalf of a plan by (1) an investment advisor registered under the Investment Advisers Act of 1940 that had as of the last day of its most recent fiscal year total assets under its management and control in excess of $50.0 million and had stockholders’ or partners’ equity in excess of $0.75 million, as shown in its most recent balance sheet prepared in accordance with generally accepted accounting principles, (2) a bank as defined in Section 202(a)(2) of the Investment Advisers Act of 1940 with equity capital in excess of $1.0 million as of the last day of its most recent fiscal year or (3) an insurance company which is qualified under the laws of more than one state to manage, acquire or dispose of any assets of an employee benefit plan and/or a plan, which insurance company has as of the last day of its most recent fiscal year, net worth in excess of $1.0 million and which is subject to supervision and examination by state authority having supervision over insurance companies, and in any case, such investment advisor, bank or insurance company is otherwise a qualified professional asset manager, as such term is used in Prohibited Transaction Exemption 84-14 issued by the Department of Labor, and the assets of such plan when combined with the assets of the other plans established or maintained by the same employer (or affiliate thereof) or employee organization and managed by such investment advisor, bank or insurance company, do not represent more than 20% of the total client assets managed by such investment advisor, bank or insurance company and the conditions of Section I of such exemption are otherwise satisfied;
	•	such plan is a governmental plan (as defined in Section 3 of ERISA) which is not subject to the provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code;
	•	such purchase is made by or on behalf of an insurance company using the assets of its general account, the reserves and liabilities for the general account contracts held by or on behalf of any plan, together with any other plans maintained by the same employer (or its affiliates) or employee organization do not exceed 10% of the total reserves and liabilities of the insurance company general account (exclusive of separate account liabilities), plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of the insurer, in accordance with Prohibited Transaction Class Exemption 95-60, and the other applicable conditions of such exemption are otherwise satisfied;
	•	such purchase is made by an in-house asset manager within the meaning of Part IV(a) of Prohibited Transaction Exemption 96-23 issued by the Department of Labor, and such manager has made or properly authorized the decision for such plan to purchase the notes offered hereby, under circumstances such that Prohibited Transaction Exemption 96-23 is applicable to the purchase and holding of the notes; or
	•	such purchase would not otherwise constitute a non-exempt prohibited transaction.

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	•	a citizen or resident of the United States,
	•	a corporation or other entity taxed as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
	•	an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or
	•	a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Internal Revenue Code of 1986, as amended) have the authority to control all substantial decisions of the trust, or that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.

	•	you do not own, actually or constructively (including through an interest in Enterprise Parent), 10% or more of the interests in our capital or profits; and
	•	you are not a “controlled foreign corporation” that is related to us.

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	•	the gain is effectively connected with the conduct by you of a U.S. trade or business (and in the case of an applicable tax treaty, is attributable to your permanent establishment in the United States); or
	•	you are an individual who has been present in the United States for 183 days or more in the taxable year of disposition and certain other requirements are met.

	Information Reporting and Backup Withholding

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	•	is a United States person;
	•	derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;
	•	is a controlled foreign corporation for U.S. federal income tax purposes; or
	•	is a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by United States persons or is engaged in the conduct of a U.S. trade or business.

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			Principal
			Amount of
Name of Underwriter			Notes
UBS Securities LLC			$	125,000,000
Barclays Capital Inc.				125,000,000
Wachovia Capital Markets, LLC				125,000,000
BNP Paribas Securities Corp.				25,000,000
HVB Capital Markets, Inc.				25,000,000
Lazard Capital Markets LLC				25,000,000
Greenwich Capital Markets, Inc.				25,000,000
Scotia Capital (USA) Inc.				25,000,000
	Total		$	500,000,000

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	•	Our Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 1-14323;
	•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, Commission File No. 1-14323;
	•	Current Reports on Form 8-K filed with the Commission on April 16, 2004, April 20, 2004, August 11, 2004, January 4, 2005, January 18, 2005, February 11, 2005, February 14, 2005, February 16, 2005, March 3, 2005, March 23, 2005, March 31, 2005 and April 12, 2005, Commission File Nos. 1-14323; and
	•	Current Report on Form 8-K filed with the Commission on September 30, 2004, as amended by the Current Reports on Form 8-K/ A filed with the Commission on October 5, 2004 (Amendment No. 1), October 18, 2004 (Amendment No. 2), December 3, 2004 (Amendment No. 3), December 6, 2004 (Amendment No. 4) and December 27, 2004 (Amendment No. 5), Commission File Nos. 1-14323.

	•	fluctuations in oil, natural gas and NGL prices and production due to weather and other natural and economic forces;
	•	the effects of our debt level on our future financial and operating flexibility;
	•	a reduction in demand for our products by the petrochemical, refining or heating industries;
	•	a decline in the volumes of NGLs delivered by our facilities;
	•	the failure of our credit risk management efforts to adequately protect us against customer non-payment;
	•	terrorist attacks aimed at our facilities;
	•	the failure to successfully integrate our and GulfTerra’s respective business operations, or our failure to successfully integrate any other future assets or companies we acquire; and
	•	the failure to realize the anticipated cost savings, synergies and other benefits associated with the GulfTerra merger.

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Introduction			F-2
Unaudited Pro Forma Condensed Statement of Consolidated Operations for the three months ended March 31, 2005			F-4
Unaudited Pro Forma Condensed Statement of Consolidated Operations for the year ended December 31, 2004			F-5
Unaudited Pro Forma Condensed Consolidated Balance Sheet at March 31, 2005			F-6
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements			F-7

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	•	The completion by Enterprise of its merger with GulfTerra and related transactions on September 30, 2004 (the “GulfTerra Merger”). The GulfTerra Merger transactions took place in three steps as described beginning on page F-7. In addition, this pro forma financial information reflects the related sale of our 50% equity interest in Starfish Pipeline Company, LLC (“Starfish”) on March 31, 2005.
	•	The issuance by our Operating Partnership of $2 billion of senior unsecured notes on October 4, 2004. Net proceeds from this offering were used to reduce debt amounts outstanding under our $2.25 billion 364-Day Acquisition Credit Facility, which was used to fund certain payment obligations related to the GulfTerra Merger.
	•	The completion on October 5, 2004, of our Operating Partnership’s four cash tender offers for $915 million in principal amount of GulfTerra’s senior and senior subordinated notes.
	•	The sale of 17,250,000 common units in both May 2004 and August 2004 by Enterprise. In addition, Enterprise issued a total of 5,183,591 common units in connection with its distribution reinvestment plan (“DRIP”) and related programs during 2004.
	•	The conversion of 80 Series F2 convertible units, which were originally issued by GulfTerra, into 1,950,317 Enterprise common units during the fourth quarter of 2004.
	•	The sale of 17,250,000 common units to the public in the first quarter of 2005 (including the over-allotment of 2,250,000 common units issued in March 2005) at an offering price of $27.05 per unit. The net proceeds from this offering were used to reduce debt amounts outstanding under our 364-Day Acquisition Credit Facility and Multi-Year Revolving Credit Facility (collectively referred to as the “Merger Credit Facilities”).
	•	The issuance of 1,926,810 common units by Enterprise during the first five months of 2005 in connection with its DRIP and related programs.
	•	The issuance by our Operating Partnership in February 2005 of $250 million in principal amount of 5.00% senior notes due March 2015 and $250 million in principal amount of 5.75% senior notes due March 2035 and related use of proceeds.
	•	The issuance by our Operating Partnership in this offering of $500 million in principal amount of 4.95% senior notes due June 2010 and related use of proceeds.

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																Adjustments				Adjusted
				Enterprise				Pro Forma				Enterprise				Due to this				Enterprise
				Historical				Adjustments				Pro Forma				Offering				Pro Forma
REVENUES				$	2,555.5							$	2,555.5							$	2,555.5
COSTS AND EXPENSES
Operating costs and expenses					2,383.6			$	5.5	(s)			2,389.1								2,389.1
General and administrative					14.7								14.7								14.7
		Total			2,398.3				5.5				2,403.8								2,403.8
EQUITY IN INCOME OF UNCONSOLIDATED AFFILIATES					8.3				(0.3	)(s)			8.0								8.0
OPERATING INCOME					165.5				(5.8	)			159.7								159.7
OTHER INCOME (EXPENSE)
Interest expense					(53.4	)			2.3	(o)			(48.9	)		$	(3.2	)(u)			(52.3	)
									2.3	(q)							(0.2	)(v)
									(0.1	)(r)
Other, net					0.9								0.9								0.9
		Total			(52.5	)			4.5				(48.0	)			(3.4	)			(51.4	)
PROVISION FOR INCOME TAXES					(1.8	)							(1.8	)							(1.8	)
MINORITY INTEREST					(1.9	)							(1.9	)							(1.9	)
INCOME FROM CONTINUING OPERATIONS				$	109.3			$	(1.3	)		$	108.0			$	(3.4	)		$	104.6
INCOME ALLOCATION:
	Limited partners			$	93.8							$	91.8							$	88.5
	General partner			$	15.5							$	16.2							$	16.1
BASIC EARNINGS PER UNIT:
	Number of units used in denominator				373.5				9.4	(o)			384.0								384.0
									0.7	(p)
									0.4	(t)
	Income from continuing operations			$	0.25							$	0.24							$	0.23
DILUTED EARNINGS PER UNIT:
	Number of units used in denominator				374.2				9.4	(o)			384.7								384.7
									0.7	(p)
									0.4	(t)
	Income from continuing operations			$	0.25							$	0.24							$	0.23

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												South Texas
												Midstream								Enterprise				Adjustments				Adjusted
				Enterprise				GulfTerra				Assets				Pro Forma				Pro				Due to this				Enterprise
				Historical				Historical				Historical				Adjustments				Forma				Offering				Pro Forma
REVENUES				$	8,321.2			$	676.7			$	1,103.2			$	(426.6	)(j)		$	9,615.1							$	9,615.1
																	(59.4	)(n)
COSTS AND EXPENSES
Operating costs and expenses					7,904.3				432.3				1,058.3				103.6	(h)			8,951.1								8,951.1
																	(20.0	)(i)
																	(421.5	)(j)
																	(46.5	)(m)
																	(59.4	)(n)
General and administrative					46.7												46.5	(m)			93.2								93.2
		Total			7,951.0				432.3				1,058.3				(397.3	)			9,044.3								9,044.3
EQUITY IN INCOME OF UNCONSOLIDATED AFFILIATES					52.8												(32.0	)(k)			24.9								24.9
																	7.6	(m)
																	(3.5	)(s)
OPERATING INCOME					423.0				244.4				44.9				(116.6	)			595.7								595.7
OTHER INCOME (EXPENSE) Interest expense					(155.7	)			(82.7	)							5.1	(a)			(222.3	)		$	(13.1	)(u)			(236.3	)
																	(51.9	)(d)							(0.9	)(v)
																	(21.2	)(e)
																	3.0	(f)
																	56.3	(g)
																	17.8	(o)
																	7.5	(q)
																	(0.5	)(r)
Loss due to early redemptions of debt									(16.3	)											(16.3	)							(16.3	)
Earnings from unconsolidated affiliates									7.6								(7.6	)(m)
Other, net					2.1				0.5				(0.1	)			1.2	(l)			3.7								3.7
		Total			(153.6	)			(90.9	)			(0.1	)			9.7				(234.9	)			(14.0	)			(248.9	)
PROVISION FOR INCOME TAXES					(3.8	)															(3.8	)							(3.8	)
MINORITY INTEREST					(8.1	)			1.8												(6.3	)							(6.3	)
INCOME FROM CONTINUING OPERATIONS				$	257.5			$	155.3			$	44.8			$	(106.9	)		$	350.7			$	(14.0	)		$	336.7
INCOME ALLOCATION:
	Limited partners			$	220.6															$	297.7							$	284.0
	General partner			$	36.9															$	53.0							$	52.7
BASIC EARNINGS PER UNIT:
	Number of units used in denominator				265.5												19.2	(a)			383.6								383.6
																	1.6	(b)
																	78.0	(c)
																	17.3	(o)
																	1.6	(p)
																	0.4	(t)
	Income from continuing operations			$	0.83															$	0.78							$	0.74
DILUTED EARNINGS PER UNIT:
	Number of units used in denominator				266.0												19.2	(a)			384.1								384.1
																	1.6	(b)
																	78.0	(c)
																	17.3	(o)
																	1.6	(p)
																	0.4	(t)
	Income from continuing operations			$	0.83															$	0.78							$	0.74

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																Adjustments				Adjusted
				Enterprise				Pro Forma				Enterprise				Due to this				Enterprise
				Historical				Adjustments				Pro Forma				Offering				Pro Forma
ASSETS
Current Assets
Cash and cash equivalents				$	57.7			$	10.4	(t)		$	68.1			$	495.7	(u)		$	263.8
																	(300.0	)(u)
Restricted cash					10.4								10.4								10.4
Accounts and notes receivable, net					947.0								947.0								947.0
Inventories					309.6								309.6								309.6
Other current assets					89.0								89.0				0.7	(u)			89.7
		Total Current Assets			1,413.7				10.4				1,424.1				196.4				1,620.5
Property, Plant and Equipment, net					8,059.2								8,059.2								8,059.2
Investments in and Advances to Unconsolidated Affiliates					558.0								558.0								558.0
Intangible Assets, net					960.1								960.1								960.1
Goodwill					456.7								456.7								456.7
Other Assets					80.0								80.0				2.8	(u)			82.8
		Total Assets		$	11,527.7			$	10.4			$	11,538.1			$	199.2			$	11,737.3
LIABILITIES & PARTNERS’ EQUITY
Current Liabilities
Current maturities of debt				$	29.0							$	29.0							$	29.0
Accounts payable					73.5								73.5								73.5
Accrued gas payables					1,138.3								1,138.3								1,138.3
Other current liabilities					224.6								224.6								224.6
		Total Current Liabilities			1,465.4								1,465.4								1,465.4
Long-Term Debt					4,128.3								4,128.3			$	499.2	(u)			4,327.5
																	(300.0	)(u)
Other Long-Term Liabilities					78.2								78.2								78.2
Minority Interest					82.5								82.5								82.5
Commitments and Contingencies
Partners’ Equity
	Limited Partners				5,646.1			$	10.2	(t)			5,656.3								5,656.3
	General Partner				115.4				0.2	(t)			115.6								115.6
	Accumulated other comprehensive income				22.1								22.1								22.1
	Other				(10.3	)							(10.3	)							(10.3	)
	Total Partners’ Equity				5,773.3				10.4				5,783.7								5,783.7
		Total Liabilities & Partners’ Equity		$	11,527.7			$	10.4			$	11,538.1			$	199.2			$	11,737.3

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	The GulfTerra Merger transactions

	•	Step One. On December 15, 2003, Enterprise purchased a 50% membership interest in GulfTerra GP from El Paso for $425 million in cash. GulfTerra GP owned a 1% general partner interest in GulfTerra. Prior to completion of the GulfTerra Merger, Enterprise accounted for its investment in

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		GulfTerra GP using the equity method of accounting. The $425 million in funds required to complete Step One were borrowed under an Interim Term Loan and our pre-merger revolving credit facilities. These borrowings were fully repaid with net proceeds from equity offerings completed during 2004.
	•	Step Two. On September 30, 2004, the GulfTerra Merger was consummated and GulfTerra and GulfTerra GP became wholly owned subsidiaries of Enterprise. Step Two of the GulfTerra Merger transactions included the following:

	•	Immediately prior to closing the GulfTerra Merger, Enterprise GP acquired El Paso’s remaining 50% membership interest in GulfTerra GP for $370 million in cash paid to El Paso and the issuance of a 9.9% membership interest in Enterprise GP to El Paso. Subsequently, Enterprise GP contributed this 50% membership interest in GulfTerra GP to us without the receipt of additional general partner interest, common units or other consideration. Enterprise GP borrowed the foregoing $370 million from one of its members, Dan Duncan LLC, which obtained the funds through a loan from EPCO.
	•	Immediately prior to closing the GulfTerra Merger, Enterprise paid $500 million in cash to El Paso for 10,937,500 Series C units of GulfTerra and 2,876,620 common units of GulfTerra. The remaining 57,762,369 GulfTerra common units (7,433,425 of which were owned by El Paso) were converted into 104,549,823 Enterprise common units (13,454,498 of which are held by El Paso) at the time of the consummation of the GulfTerra Merger.

	•	Step Three. Immediately after Step Two was completed, Enterprise acquired certain South Texas midstream assets from El Paso for $155.3 million in cash. Pursuant to written agreements, our purchase of the South Texas midstream assets was effective September 1, 2004.

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Step One transaction:
	Cash payment by Enterprise to El Paso for initial 50% membership interest in GulfTerra GP (a non-voting interest) made in December 2003			$	425.0
		Total Step One consideration			425.0
Step Two transactions:
	Cash payment by Enterprise to El Paso for 10,937,500 GulfTerra Series C units and 2,876,620 GulfTerra common units				500.0
	Fair value of equity interests granted to acquire remaining 50% membership interest in GulfTerra GP (voting interest) and cash payment of $370 million by Enterprise GP to El Paso(1)				461.3
	Fair value of Enterprise common units issued in exchange for remaining GulfTerra common units				2,445.4
	Fair value of other Enterprise equity interests granted for unit awards and Series F2 convertible units				4.0
	Fair value of receivable from El Paso for transition support payments(2)				(40.3	)
	Transaction fees and other direct costs incurred by Enterprise as a result of the GulfTerra Merger transactions(3)				30.5
		Total Step Two consideration			3,400.9
		Total Step One and Step Two consideration			3,825.9
Step Three transaction:
	Purchase of South Texas midstream assets from El Paso				155.3
		Total consideration for Steps One through Three		$	3,981.2

(1)	This preliminary fair value is based on 50% of an implied $922.7 million total value of GulfTerra GP, which assumes that the $370 million cash payment made by Enterprise GP to El Paso represented consideration for a 40.1% interest in GulfTerra GP. The 40.1% interest was derived by deducting the 9.9% membership interest in Enterprise GP granted to El Paso in this transaction from the 50% membership interest in GulfTerra GP that Enterprise GP received. The preliminary fair value of $461.3 million assigned to this voting membership interest in GulfTerra GP compares favorably to the $425 million paid to El Paso by Enterprise to purchase its initial 50% non-voting membership interest in GulfTerra GP in December 2003.
(2)	Reflects the present value of a contract-based receivable from El Paso received as part of the negotiated net consideration reached in Step One of the GulfTerra Merger. The agreements between Enterprise and El Paso provide that for a period of three years following the closing of the GulfTerra merger, El Paso will make transition support payments to Enterprise in annual amounts of $18 million, $15 million and $12 million for the first, second and third years of such period, respectively, payable in twelve equal monthly installments for each such year. The $45 million aggregate receivable from El Paso was discounted to fair value at September 30, 2004 (which yielded a fair value of $40.3 million) and was recorded as a reduction in the purchase consideration for GulfTerra.
(3)	As a result of the GulfTerra Merger, Enterprise incurred expenses of approximately $30.5 million for various transaction fees and other direct costs. These direct costs include fees for legal, accounting, printing, financial advisory and other services rendered by third-parties to Enterprise over the course of the GulfTerra Merger. This amount also includes $3.4 million of involuntary severance costs.

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	Allocation of purchase price of GulfTerra Merger transactions

					Merger-Related Transactions
									Purchase of
					Merger				South Texas
					with				Midstream
					GulfTerra				Assets				Total
Purchase price allocation:
	Assets acquired in business combination:
		Current assets, including cash of $40,453			$	230.3			$	7.6			$	237.9
		Property, plant and equipment, net				4,601.4				112.8				4,714.2
		Investments in and advances to unconsolidated affiliates				202.7								202.7
		Intangible assets				705.4				37.8				743.2
		Other assets				3.8								3.8
			Total assets acquired			5,743.6				158.2				5,901.8
	Liabilities assumed in business combination:
		Current liabilities				(228.5	)			(2.9	)			(231.4	)
		Long-term debt, including current maturities(1)				(2,015.6	)							(2,015.6	)
		Other long-term liabilities				(47.9	)							(47.9	)
			Total liabilities assumed			(2,292.0	)			(2.9	)			(2,294.9	)
			Total assets acquired less liabilities assumed			3,451.6				155.3				3,606.9
			Total consideration for Steps One through Three			3,825.9				155.3				3,981.2
	Remaining Goodwill				$	374.3			$	—			$	374.3

(1)	Represents GulfTerra’s outstanding senior and senior secured note obligations prior to the completion of Enterprise’s tender offers on October 5, 2004. This amount also includes GulfTerra’s outstanding obligations under its revolving credit facility and secured term loans prior to Enterprise’s repayment of these debt obligations, which occurred on the GulfTerra Merger closing date.

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	Pro Forma Adjustments

	(a) During 2004, Enterprise sold 39,683,591 common units, which generated aggregate net proceeds of approximately $805.2 million. The issuance of these common units was as follows:

	•	1,053,861 common units issued in February 2004 in connection with Enterprise’s DRIP and related programs. Including Enterprise GP’s related 2% capital contribution, total net proceeds from this offering were $23.1 million. Enterprise used the net proceeds from this offering for general partnership purposes.
	•	17,250,000 common units sold to the public and 1,757,347 common units issued in connection with the DRIP and related programs in May 2004. Including Enterprise GP’s related 2% capital contribution, total net proceeds from these offerings were $388.4 million. Enterprise used $353.1 million of the net proceeds from its May 2004 public offering to repay the Operating Partnership’s $225 million Interim Term Loan and to temporarily reduce borrowings outstanding under the Operating Partnership’s then existing revolving credit facilities by approximately $130 million. Enterprise used the $35.3 million in net proceeds received in connection with its DRIP for general partnership purposes.
	•	17,250,000 common units sold to the public and 173,033 common units issued in connection with the DRIP and related programs in August 2004. Including Enterprise GP’s related 2% capital contribution, total net proceeds from these offerings were $344.4 million. Enterprise used $210 million of the net proceeds from its August 2004 public offering to temporarily reduce borrowings outstanding under the Operating Partnership’s then existing revolving credit facilities and the remainder to fund its payment obligations to El Paso in connection with Step Two of the GulfTerra Merger.
	•	2,199,350 common units issued in November 2004 in connection with the DRIP and related programs. Including Enterprise GP’s related 2% capital contribution, total net proceeds from this offering were $49.3 million. Enterprise used the net proceeds for general partnership purposes.

	As a result of the February, May, August and November 2004 offerings described above, the weighted-average number of Enterprise common units outstanding increased 19.2 million for the year ended December 31, 2004. Since the receipt of proceeds from these offerings and the related increases in partners’ equity are already reflected in Enterprise’s historical condensed consolidated balance sheet at March 31, 2005, no pro forma adjustments to the balance sheet are necessary.
	As a result of the use of proceeds from these offerings, pro forma interest expense decreased $5.1 million for the year ended December 31, 2004. In calculating the pro forma adjustment to interest expense for the year ended December 31, 2004, we used an average historical variable interest rate of 1.8%, which was determined by reference to the debt obligations that were either completely repaid or temporarily reduced using proceeds from such offerings of common units. If the variable interest rates used to determine the pro forma adjustments to interest expense were 1/8% higher, the pro forma reduction in interest expense would have been $5.5 million for the year ended December 31, 2004.
	(b) In May 2003, GulfTerra issued 80 Series F convertible units in a registered offering to an institutional investor. Each Series F convertible unit was comprised of two separate detachable units — a Series F1 convertible unit and Series F2 convertible unit — that had identical terms except for vesting and termination dates and the number of common units into which they could be converted upon payment of the calculated purchase price per common unit. Prior to the GulfTerra Merger, all the

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	Series F1 convertible units were converted to GulfTerra common units by the holder. As a result of the GulfTerra Merger, Enterprise assumed GulfTerra’s obligation associated with the Series F2 convertible units. All Series F2 convertible units outstanding at the merger date were converted into rights to purchase Enterprise common units. The Series F2 units were convertible into up to $40 million of Enterprise common units.
	On October 29, 2004, 60 of the 80 outstanding Series F2 convertible units were converted into 1,458,434 Enterprise common units. On November 8, 2004, the remaining 20 outstanding Series F2 convertible units were converted into 491,883 Enterprise common units. As a result of these conversions, Enterprise received net proceeds of approximately $39.6 million, which includes the related 2% capital contributions made by Enterprise GP. Enterprise used the net proceeds from these conversions for general partnership purposes. As a result of these transactions, the weighted-average number of common units outstanding increased 1.6 million for the year ended December 31, 2004.
	(c) Reflects the pro forma adjustment to common units outstanding resulting from the issuance of 104,549,823 Enterprise common units in the exchange with GulfTerra’s common unitholders on September 30, 2004 under Step Two of the GulfTerra Merger. The pro forma effect of these new common units on the weighted-average number of Enterprise units outstanding is an increase of 78.0 million common units for the year ended December 31, 2004.
	(d) On September 30, 2004, our Operating Partnership borrowed approximately $2.6 billion under its Merger Credit Facilities to (i) fund cash payment obligations to El Paso under Step Two and Step Three of the GulfTerra Merger transactions, (ii) escrow $1.1 billion in cash to finance its tender offers for GulfTerra’s senior and senior subordinated notes and (iii) repay $962 million outstanding under GulfTerra’s revolving credit facility and secured term loans on the merger closing date.
	The pro forma adjustment to interest expense resulting from these borrowings is $51.9 million for the year ended December 31, 2004. In calculating the pro forma adjustment to interest expense, we used an estimated variable interest rate of 3.9%, which approximates the interest rate we are currently being charged on amounts borrowed under our Operating Partnership’s Multi-Year Revolving Credit Facility. If this estimated interest rate were 1/8% higher, the pro forma adjustment to interest expense would be $54.4 million for the year ended December 31, 2004. The pro forma adjustment to interest expense also reflects the removal of historical interest expense amounts recorded by GulfTerra on its revolving credit facility and secured term loans of $22.5 million for the year ended December 31, 2004. Enterprise’s March 31, 2005 condensed consolidated historical balance sheet already reflects these borrowings; therefore, no pro forma adjustment is required.
	(e) On October 4, 2004, our Operating Partnership issued $2 billion of senior unsecured notes in a private offering. The net proceeds from this offering were used to reduce debt outstanding under the Merger Credit Facilities. The fixed-interest rate, principal amount issued and net proceeds (before offering expenses) of each senior note in this offering were as follows:

		Fixed												Proceeds to
		Interest				Principal				Bond				Us, Before
Senior Note Issued		Rate				Amount				Discount				Expenses
Senior Notes E, due October 2007			4.000	%		$	500.0			$	2.1			$	497.9
Senior Notes F, due October 2009			4.625	%			500.0				4.4				495.6
Senior Notes G, due October 2014			5.600	%			650.0				4.8				645.2
Senior Notes H, due October 2034			6.650	%			350.0				4.2				345.8
Totals						$	2,000.0			$	15.5			$	1,984.5

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	After giving effect to the application of proceeds to reduce principal amounts outstanding under our Operating Partnership’s variable-interest rate Merger Credit Facilities, the pro forma adjustment to interest expense resulting from the issuance of these senior notes is $21.2 million for the year ended December 31, 2004. If the variable-rates used to calculate the reduction in interest expense associated with the repayment of amounts outstanding under the Merger Credit Facilities were 1/8% higher, the pro forma adjustment to interest expense would have been $19.3 million for the year ended December 31, 2004. Enterprise’s March 31, 2005 condensed consolidated historical balance sheet already reflects this transaction; therefore, no pro forma adjustment is required.
	(f) Our Operating Partnership entered into eight forward-starting interest rate swap transactions during 2004 having an aggregate notional amount of $2 billion in anticipation of financing activities associated with closing the GulfTerra Merger. The Operating Partnership’s purpose in entering into these transactions was to effectively hedge the underlying U.S. treasury rate related to its expected issuance of $2 billion of fixed-rate debt. On October 4, 2004, the Operating Partnership issued $2 billion of senior unsecured notes in a private offering (see Note (e)). Each of the forward starting swaps was designated as a cash flow hedge in accordance with applicable accounting guidance.
	In April 2004, the Operating Partnership elected to terminate the initial four forward-starting swaps in order to manage and maximize the value of the swaps and to reduce future debt service costs. As a result, we received $104.5 million in cash from the counterparties. In September 2004, the Operating Partnership settled the remaining four swaps resulting in an $85.1 million payment to the counterparties. The net gain of $19.4 million from these settlements was recorded in Accumulated Other Comprehensive Income and will be amortized over the life of the associated debt as a reduction in interest expense and Accumulated Other Comprehensive Income. The pro forma amortization of this gain reduced interest expense by $3 million for the year ended December 31, 2004. No pro forma adjustment to the condensed consolidated balance sheet is required.

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(g) On October 4, 2004, all of the cash tender offers made by the Operating Partnership for GulfTerra’s outstanding senior and senior subordinated notes expired. As of the expiration time, the Operating Partnership had received tenders of such notes aggregating $915 million, or 99.3% of the notes outstanding. On October 5, 2004, the Operating Partnership purchased the notes for a total price of approximately $1.1 billion using funds borrowed on September 30, 2004 under the Merger Credit Facilities. The following table shows the four GulfTerra senior debt obligations affected, including the principal amount of each series of notes tendered, as well as the payment made by Enterprise to complete the tender offers.

							Cash Payments Made by Enterprise
			Principal
			Amount				Accrued				Tender				Total
Description			Tendered				Interest				Price				Price
8.50% Senior Subordinated Notes due 2010 (Represented 98.2% of principal amount outstanding)			$	212.1			$	6.2			$	246.4			$	252.6
10.625% Senior Subordinated Notes due 2012 (Represented 99.9% of principal amount outstanding)				133.9				4.9				167.6				172.5
8.50% Senior Subordinated Notes due 2011 (Represented 99.5% of principal amount outstanding)				319.8				9.4				359.4				368.8
6.25% Senior Notes due 2010 (Represented 99.7% of principal amount outstanding)				249.3				5.4				274.0				279.4
	Totals		$	915.1			$	25.9			$	1,047.4			$	1,073.3

	The pro forma adjustments to interest expense reflect the removal of historical interest expense amounts recorded by GulfTerra associated with such senior note obligations. These adjustments decreased pro forma fixed-rate interest expense by $56.3 million for the year ended December 31, 2004. Enterprise’s March 31, 2005 condensed consolidated historical balance sheet already reflects this transaction; therefore, no pro forma adjustment is required.
	(h) Reflects the pro forma depreciation and amortization adjustment for GulfTerra’s and the South Texas midstream assets’ property, plant and equipment and intangible assets based on the preliminary purchase price allocation for the GulfTerra Merger transactions (see page F-10).
	For purposes of calculating pro forma depreciation expense, we applied the straight-line method using estimated remaining useful lives ranging from 10 years to 33 years (depending on the type of asset) to Enterprise’s new basis in such assets of approximately $4.7 billion.
	In addition, Enterprise recorded $743.2 million of amortizable intangible assets, which are primarily comprised of the fair value of certain customer relationships and storage contracts. For purposes of calculating pro forma amortization expense attributable to the customer relationship intangible assets, we based such expense primarily on the patterns in which the economic benefits of each intangible asset are expected to be consumed by referencing the forecasted production rates of the underlying resource bases (i.e., the oil and gas reserves associated with the customer relationship intangible assets) from which the customers produce. For purposes of calculating pro forma amortization expense attributable to the storage contract intangible assets, we applied the straight-line method to the remainder of the respective contract terms, which we estimate could range from 2 to 18 years.

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	Overall, the pro forma depreciation and amortization expense adjustment was $103.6 million for the year ended December 31, 2004, after taking into account the historical expense amounts recorded by GulfTerra and the South Texas midstream assets.
	(i) Reflects the pro forma adjustment to remove $20 million in nonrecurring merger-related expenses recorded by GulfTerra during the year ended December 31, 2004.
	(j) In accordance with the purchase and sale agreement between Enterprise and El Paso for the South Texas midstream assets, El Paso retained a number of natural gas liquids marketing contracts. Enterprise’s pro forma condensed statement of consolidated operations for the year ended December 31, 2004 includes adjustments to remove $426.6 million of revenues and $421.5 million of operating costs and expenses associated with these retained contracts.
	(k) After Step Two of the GulfTerra Merger was completed on September 30, 2004, the general partner of GulfTerra became a wholly owned subsidiary of Enterprise. This pro forma adjustment reflects the replacement of equity earnings from the general partner of GulfTerra that Enterprise recorded under Step One of the merger with consolidated earnings from GulfTerra, as if Step Two had occurred on January 1, 2003. This adjustment required the removal of $32 million of equity earnings from the general partner of GulfTerra that Enterprise recorded during the first nine months of 2004. Enterprise acquired its initial 50% membership interest in the general partner of GulfTerra on December 15, 2003 under Step One of the GulfTerra Merger.
	(l) In connection with the GulfTerra Merger transactions, Enterprise recorded the present value of a contract-based receivable from El Paso totaling $40.3 million, which was part of the negotiated net consideration reached in Step Two of the GulfTerra Merger transactions. Our pro forma condensed statement of consolidated operations reflect $1.2 million of imputed interest income that would have been recognized from this agreement during the year ended December 31, 2004.
	(m) Reflects pro forma classification adjustments necessary to conform GulfTerra’s and the South Texas midstream assets’ historical condensed statements of consolidated operations to Enterprise’s method of presentation. The reclassifications were as follows:

	•	GulfTerra’s and the South Texas midstream assets’ general and administrative costs were reclassified to a separate line item within operating expenses to conform to Enterprise’s method of presentation. GulfTerra’s and the South Texas midstream assets’ general and administrative costs were $46.5 million for the year ended December 31, 2004.
	•	GulfTerra’s operating income increased as a result of reclassifying its equity earnings from unconsolidated affiliates to a separate component of operating income to conform with Enterprise’s presentation of such earnings. As a result of this reclassification, GulfTerra’s operating income increased by $7.6 million for the year ended December 31, 2004. Enterprise’s equity investments with industry partners are a vital component of its business strategy. Such investments are a means by which Enterprise conducts its operations to align its interests with those of its customers, which may be a supplier of raw materials or a consumer of finished products. This method of operation also enables Enterprise to achieve favorable economies of scale relative to the level of investment and business risk assumed versus what Enterprise could accomplish on a stand-alone basis. Many of these equity investments perform supporting or complementary roles to Enterprise’s other business operations. GulfTerra has a similar relationship with its equity investees.

	(n) Reflects the pro forma elimination of significant revenues and expenses between Enterprise, GulfTerra and the South Texas midstream assets as appropriate in consolidation. Upon completion of the

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	GulfTerra Merger, GulfTerra and the South Texas midstream assets became wholly owned subsidiaries of Enterprise.
	(o) Reflects the sale of 17,250,000 Enterprise common units at an offering price of $27.05 per unit in the first quarter of 2005 (including the over-allotment amount of 2,250,000 common units issued in March 2005). Total net proceeds from this sale were approximately $456.9 million after deducting applicable underwriting discounts, commissions and estimated offering expenses of approximately $19 million. Included in total net proceeds of $456.9 million is a net capital contribution made by Enterprise GP of $9.1 million to maintain its 2% general partner interest in Enterprise, after deducting the general partner’s share of the underwriting discounts, commissions and estimated offering expenses. For pro forma purposes, the net proceeds from this equity offering, including Enterprise GP’s net capital contribution, were used to reduce debt outstanding under the Merger Credit Facilities. As a result of this offering, the weighted-average number of common units outstanding increased 9.4 million for the three months ended March 31, 2005 and 17.3 million for the year ended December 31, 2004.
	As a result of our pro forma application of proceeds from this offering to reduce debt outstanding, pro forma interest expense would decrease by $2.3 million for the three months ended March 31, 2005 and $17.8 million for the year ended December 31, 2004. If the variable rates used to calculate the reduction in interest expense associated with the repayment of amounts outstanding under the Merger Credit Facilities were 1/8% higher, the pro forma adjustment to interest expense would have been $2.5 million for the three months ended March 31, 2005 and $18.3 million for the year ended December 31, 2004.
	(p) Reflects Enterprise’s February 2005 issuance of 1,516,561 common units in connection with its DRIP and related programs. Including Enterprise GP’s related 2% capital contribution of approximately $0.8 million, total net proceeds from this offering were approximately $39.0 million. Enterprise used the net proceeds from this offering for general partnership purposes. As a result of this offering, the weighted-average number of common units outstanding increased 0.7 million for the three months ended March 31, 2005 and 1.6 million for the year ended December 31, 2004.
	(q) Reflects the Operating Partnership’s combined issuance of $500 million in principal amount of senior notes in February 2005 comprised of $250 million in principal amount of 5.00% senior notes due March 2015 (“Senior Notes I”) and $250 million in principal amount of 5.75% senior notes due March 2035 (“Senior Notes J”). The Operating Partnership used the $490.6 million in net proceeds from the issuance of these fixed-rate senior notes to retire its $350 million in principal amount 8.25% Senior Notes A (due March 2005) and to temporarily reduce indebtedness outstanding under its Multi-Year Revolving Credit Facility.
	After giving effect to the issuance of Senior Notes I and J in February 2005 and the related application of net proceeds, pro forma interest expense would decrease by $2.3 million for the three months ended March 31, 2005 and by $7.5 million for the year ended December 31, 2004. If the variable interest rate underlying the Multi-Year Revolving Credit Facility were 1/8% higher, the pro forma decrease in interest expense would have been $2.4 million for the three months ended March 31, 2005 and $7.6 million for the year ended December 31, 2004.
	(r) The net proceeds from the senior notes offering described in Note (q) reflect the payment of $9.4 million in bond discounts and debt issuance costs. For pro forma purposes, we have amortized these costs over the term of the senior notes they are associated with using the straight-line method. As a result, pro forma interest expense increased $0.1 million for the three months ended March 31, 2005 and $0.5 million for the year ended December 31, 2004.

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	(s) Reflects the sale by Enterprise of its 50% equity investment in Starfish, which owns the Stingray natural gas pipeline and related gathering pipelines and dehydration and other facilities located in south Louisiana and the Gulf of Mexico offshore Louisiana. In connection with obtaining regulatory approval for the GulfTerra Merger, Enterprise was required by the FTC to sell its 50% interest in Starfish by March 31, 2005. On March 31, 2005, Enterprise sold this asset to a third-party for approximately $42.1 million in cash and realized a gain on the sale of $5.5 million.
	Enterprise recognized equity earnings from Starfish of $0.3 million for the three months ended March 31, 2005 and $3.5 million for the year ended December 31, 2004, respectively. Our pro forma adjustments reflect the removal of these equity earnings since, for pro forma earnings purposes, we have assumed that the sale of Starfish occurred immediately prior to January 1, 2004. Likewise, we have removed the $5.5 million gain on the sale of Starfish from our results of operations for the three months ended March 31, 2005. Our March 31, 2005 historical condensed balance sheet already reflects the sale of Starfish; therefore, no pro forma adjustments are required.
	(t) Reflects Enterprise’s May 2005 issuance of 410,249 common units in connection with its DRIP and related programs. Including Enterprise GP’s related 2% capital contribution of approximately $0.2 million, total net proceeds from this offering were approximately $10.4 million. Enterprise used the net proceeds from this offering for general partnership purposes. As a result of this offering, the weighted-average number of common units outstanding increased 0.4 million for the three months ended March 31, 2005 and the year ended December 31, 2004.
	(u) Reflects the Operating Partnership’s issuance in this offering of $500 million in principal amount of 4.95% senior notes due June 2010. The $495.7 million in estimated aggregate net proceeds from the issuance of these fixed-rate senior notes (after deducting $3 million in underwriting fees, $0.8 million in bond discounts and $0.5 million of other estimated expenses) will be used to temporarily reduce debt outstanding under the Multi-Year Revolving Credit Facility and for general partnership purposes, including capital expenditures and business combinations. After giving effect to this senior notes offering and the related application of net proceeds, pro forma interest expense (excluding related amortizations) would increase by $3.2 million for the three months ended March 31, 2005 and $13.1 million for the year ended December 31, 2004. If the variable interest rate used to compute interest expense for the Multi-Year Revolving Credit Facility were 1/8% higher, the pro forma increase in interest expense would have been $3.1 million for the three months ended March 31, 2004 and $12.7 million for the year ended December 31, 2004.
	(v) The net proceeds from the senior notes offering described in Note (u) reflect the payment of $3.5 million in debt issuance costs consisting of underwriting fees and other estimated expenses and $0.8 million in bond discounts. For pro forma purposes, we have amortized these costs over the five year term of the senior notes using the straight-line method. As a result, pro forma interest expense increased by $0.2 million for the three months ended March 31, 2005 and $0.9 million for the year ended December 31, 2004.

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	•	common units representing limited partner interests in Enterprise Products Partners L.P.; and
	•	debt securities of Enterprise Products Operating L.P., which will be guaranteed by its parent company, Enterprise Products Partners L.P.

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ABOUT THIS PROSPECTUS				iv
OUR COMPANY				1
RISK FACTORS				3
	Risks Related to Our Business			3
		Changes in the prices of hydrocarbon products may materially adversely affect our results of operations, cash flows and financial condition		3
		A decline in the volume of natural gas, NGLs and crude oil delivered to our facilities could adversely affect our results of operations, cash flows and financial condition		3
		A reduction in demand for NGL products by the petrochemical, refining or heating industries could materially adversely affect our results of operations, cash flows and financial position		4
		We face competition from third parties in our midstream businesses		4
		Our debt level may limit our future financial and operating flexibility		5
		We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for qualified assets		5
		Our growth strategy may adversely affect our results of operations if we do not successfully integrate the businesses that we acquire, including GulfTerra, or if we substantially increase our indebtedness and contingent liabilities to make acquisitions		6
		Our operating cash flows from our capital projects may not be immediate		6
		Our actual construction, development and acquisition costs could exceed forecasted amounts		7
		We may be unable to cause our joint ventures to take or not to take certain actions unless some or all of our joint venture participants agree		7
		The interruption of distributions to us from our subsidiaries and joint ventures may affect our ability to satisfy our obligations and to make cash distributions to our unitholders		7
		A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flow		7
		An impairment of goodwill could reduce our earnings		8
		Increases in interest rates could adversely affect our business and may cause the market price of our common units to decline		8
		The use of derivative financial instruments could result in material financial losses by us		8
		Our pipeline integrity program may impose significant costs and liabilities on us		9
		Environmental costs and liabilities and changing environmental regulation could materially affect our cash flow		9
		Federal, state or local regulatory measures could materially adversely affect our business		9
		Terrorist attacks aimed at our facilities could adversely affect our business		11
	Risks Related to Our Common Units as a Result of Our Partnership Structure			11
		We may not have sufficient cash from operations to pay distributions at the current level following establishment of cash reserves and payments of fees and expenses, including payments to our general partner		11
		We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future		11
		Cost reimbursements due our general partner may be substantial and will reduce our cash available for distribution to holders of common units		12
		Our general partner and its affiliates have limited fiduciary responsibilities and conflicts of interest with respect to our partnership		12
		Even if unitholders are dissatisfied, they cannot easily remove our general partner		12
		We may issue additional common units without the approval of common unitholders, which would dilute their existing ownership interests		13

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		Our general partner has a limited call right that may require common unitholders to sell their units at an undesirable time or price		13
		Common unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business		13
		A large number of our outstanding common units may be sold in the market, which may depress the market price of our common units		14
	Tax Risks to Common Unitholders			14
		The IRS could treat us as a corporation for tax purposes, which would substantially reduce the cash available for distribution to common unitholders		14
		A successful IRS contest of the federal income tax positions we take may adversely impact the market for common units, and the costs of any contests will be borne by our unitholders and our general partner		14
		Common unitholders may be required to pay taxes even if they do not receive any cash distributions		15
		Tax gain or loss on the disposition of common units could be different than expected		15
		Tax-exempt entities, regulated investment companies and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them		15
		We will treat each purchaser of common units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units		15
		Common unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of an investment in our common units		15
USE OF PROCEEDS				16
RATIO OF EARNINGS TO FIXED CHARGES				16
DESCRIPTION OF DEBT SECURITIES				16
	General			17
	Guarantee			18
	Certain Covenants			18
	Events of Default			22
	Amendments and Waivers			23
	Defeasance and Discharge			25
	Subordination			26
	Book-Entry System			27
	Limitations on Issuance of Bearer Securities			29
	No Recourse Against General Partner			30
	Concerning the Trustee			30
	Governing Law			30
DESCRIPTION OF OUR COMMON UNITS				30
	Meetings/ Voting			31
	Status as Limited Partner or Assignee			31
	Limited Liability			31
	Reports and Records			32
CASH DISTRIBUTION POLICY				32
	Distributions of Available Cash			32
	Operating Surplus and Capital Surplus			33
	Distributions of Available Cash from Operating Surplus			34
	Incentive Distributions			34
	Distributions from Capital Surplus			34

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	Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels		35
	Distributions of Cash upon Liquidation		35
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT			36
	Purpose		36
	Power of Attorney		36
	Voting Rights		37
	Reimbursements of Our General Partner		37
	Issuance of Additional Securities		37
	Amendments to Our Partnership Agreement		38
	Withdrawal or Removal of Our General Partner		38
	Liquidation and Distribution of Proceeds		39
	Transfer of Ownership Interests in Our General Partner		40
	Change of Management Provisions		40
	Limited Call Right		40
	Indemnification		40
	Registration Rights		40
MATERIAL TAX CONSEQUENCES			41
	Partnership Status		41
	Limited Partner Status		42
	Tax Consequences of Unit Ownership		43
	Tax Treatment of Operations		47
	Disposition of Common Units		48
	Uniformity of Units		50
	Tax-Exempt Organizations and Other Investors		51
	Administrative Matters		51
	State, Local, Foreign and Other Tax Considerations		53
	Tax Consequences of Ownership of Debt Securities		54
SELLING UNITHOLDERS			54
PLAN OF DISTRIBUTION			55
	Distribution by Selling Unitholders		56
WHERE YOU CAN FIND MORE INFORMATION			57
FORWARD-LOOKING STATEMENTS			59
LEGAL MATTERS			59
EXPERTS			60

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	•	gathering and transportation of raw natural gas from both onshore and offshore Gulf of Mexico developments;
	•	gathering and transportation of crude oil from offshore Gulf of Mexico developments;
	•	offshore production platform services;
	•	processing of raw natural gas into a marketable product that meets industry quality specifications by removing mixed NGLs and impurities;
	•	purchase of natural gas for resale to our industrial, utility and municipal customers;
	•	transportation of mixed NGLs to fractionation facilities by pipeline;
	•	fractionation (or separation) of mixed NGLs produced as by-products of crude oil refining and natural gas production into component NGL products: ethane, propane, isobutane, normal butane and natural gasoline;
	•	transportation of NGL products to end-users by pipeline, railcar and truck;
	•	import and export of NGL products and petrochemical products through our dock facilities;
	•	fractionation of refinery-sourced propane/propylene mix into high-purity propylene, propane and mixed butane;
	•	transportation of high-purity propylene to end-users by pipeline;
	•	storage of natural gas, mixed NGLs, NGL products and petrochemical products;
	•	conversion of normal butane to isobutane through the process of isomerization;
	•	production of high-octane additives for motor gasoline from isobutane; and
	•	sale of NGLs and petrochemical products we produce and/or purchase for resale.

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	Changes in the prices of hydrocarbon products may materially adversely affect our results of operations, cash flows and financial condition.

	•	the level of domestic production;
	•	the availability of imported oil and natural gas;
	•	actions taken by foreign oil and natural gas producing nations;
	•	the availability of transportation systems with adequate capacity;
	•	the availability of competitive fuels;
	•	fluctuating and seasonal demand for oil, natural gas and NGLs; and
	•	conservation and the extent of governmental regulation of production and the overall economic environment.

	A decline in the volume of natural gas, NGLs and crude oil delivered to our facilities could adversely affect our results of operations, cash flows and financial condition.

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	A reduction in demand for NGL products by the petrochemical, refining or heating industries could materially adversely affect our results of operations, cash flows and financial position.

	We face competition from third parties in our midstream businesses.

	•	geographic proximity to the production;
	•	costs of connection;
	•	available capacity;
	•	rates; and
	•	access to markets.

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	Our debt level may limit our future financial and operating flexibility.

	•	a significant portion of our cash flow from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes, including payment of distributions on our common units and capital expenditures;
	•	credit rating agencies may view our debt level negatively;
	•	covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business;
	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership purposes may be limited;
	•	we may be at a competitive disadvantage relative to similar companies that have less debt; and
	•	we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.

	We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for qualified assets.

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	Our growth strategy may adversely affect our results of operations if we do not successfully integrate the businesses that we acquire, including GulfTerra, or if we substantially increase our indebtedness and contingent liabilities to make acquisitions.

	•	difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments;
	•	establishing the internal controls and procedures that we are required to maintain under the Sarbanes-Oxley Act of 2002;
	•	managing relationships with new joint venture partners with whom we have not previously partnered;
	•	inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including with their markets; and
	•	diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.

	Our operating cash flows from our capital projects may not be immediate.

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	Our actual construction, development and acquisition costs could exceed forecasted amounts.

	We may be unable to cause our joint ventures to take or not to take certain actions unless some or all of our joint venture participants agree.

	The interruption of distributions to us from our subsidiaries and joint ventures may affect our ability to satisfy our obligations and to make cash distributions to our unitholders.

	A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flow.

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	An impairment of goodwill could reduce our earnings.

	Increases in interest rates could adversely affect our business and may cause the market price of our common units to decline.

	The use of derivative financial instruments could result in material financial losses by us.

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	Our pipeline integrity program may impose significant costs and liabilities on us.

	Environmental costs and liabilities and changing environmental regulation could materially affect our cash flow.

	Federal, state or local regulatory measures could materially adversely affect our business.

	•	rate structures;
	•	rates of return on equity;
	•	recovery of costs;
	•	the services that our regulated assets are permitted to perform;
	•	the acquisition, construction and disposition of assets; and
	•	to an extent, the level of competition in that regulated industry.

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	Terrorist attacks aimed at our facilities could adversely affect our business.

	We may not have sufficient cash from operations to pay distributions at the current level following establishment of cash reserves and payments of fees and expenses, including payments to our general partner.

	•	the level of our operating costs;
	•	the level of competition in our business segments;
	•	prevailing economic conditions;
	•	the level of capital expenditures we make;
	•	the restrictions contained in our debt agreements and our debt service requirements;
	•	fluctuations in our working capital needs;
	•	the cost of acquisitions, if any; and
	•	the amount, if any, of cash reserves established by our general partner, in its discretion.

	We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.

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	Cost reimbursements due our general partner may be substantial and will reduce our cash available for distribution to holders of common units.

	Our general partner and its affiliates have limited fiduciary responsibilities and conflicts of interest with respect to our partnership.

	•	decisions of our general partner regarding the amount and timing of asset purchases and sales, cash expenditures, borrowings, issuances of additional units and reserves in any quarter may affect the level of cash available to pay quarterly distributions to unitholders and the general partner;
	•	under our partnership agreement, our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
	•	our general partner is allowed to take into account the interests of parties other than us, such as EPCO, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to unitholders;
	•	affiliates of our general partner may compete with us in certain circumstances;
	•	our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to unitholders for actions that might, without the limitations, constitute breaches of fiduciary duty. As a result of purchasing units, you are deemed to consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable law;
	•	we do not have any employees and we rely solely on employees of the general partner and its affiliates; and
	•	in some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions, even if the purpose or effect of the borrowing is to make incentive distributions.

	Even if unitholders are dissatisfied, they cannot easily remove our general partner.

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	We may issue additional common units without the approval of common unitholders, which would dilute their existing ownership interests.

	•	the proportionate ownership interest of common unitholders in us will decrease;
	•	the amount of cash available for distribution on each unit may decrease;
	•	the relative voting strength of each previously outstanding unit may be diminished; and
	•	the market price of the common units may decline.

	Our general partner has a limited call right that may require common unitholders to sell their units at an undesirable time or price.

	Common unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business.

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	A large number of our outstanding common units may be sold in the market, which may depress the market price of our common units.

	The IRS could treat us as a corporation for tax purposes, which would substantially reduce the cash available for distribution to common unitholders.

	A successful IRS contest of the federal income tax positions we take may adversely impact the market for common units, and the costs of any contests will be borne by our unitholders and our general partner.

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	Common unitholders may be required to pay taxes even if they do not receive any cash distributions.

	Tax gain or loss on the disposition of common units could be different than expected.

	Tax-exempt entities, regulated investment companies and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

	We will treat each purchaser of common units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.

	Common unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of an investment in our common units.

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Year Ended December 31,																				Nine Months Ended
																				September 30,
1999				2000				2001				2002				2003				2004
	5.8				6.4				5.1				2.1				2.0				2.5

	•	pre-tax income or loss from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees;
	•	plus fixed charges;
	•	plus distributed income of equity investees;
	•	less capitalized interest; and
	•	less minority interest in pre-tax income of subsidiaries that have not incurred fixed charges.

	•	interest expensed and capitalized, including amortized premiums, discounts and capitalized expenses related to indebtedness; and
	•	an estimate of the interest within rental expenses.

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	•	the form and title of the debt securities;
	•	the total principal amount of the debt securities;
	•	the portion of the principal amount which will be payable if the maturity of the debt securities is accelerated;
	•	the currency or currency unit in which the debt securities will be paid, if not U.S. dollars;
	•	any right we may have to defer payments of interest by extending the dates payments are due whether interest on those deferred amounts will be payable as well;
	•	the dates on which the principal of the debt securities will be payable;
	•	the interest rate which the debt securities will bear and the interest payment dates for the debt securities;
	•	any optional redemption provisions;
	•	any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
	•	any changes to or additional Events of Default or covenants;
	•	whether the debt securities are to be issued as Registered Securities or Bearer Securities or both; and any special provisions for Bearer Securities;
	•	the subordination, if any, of the debt securities and any changes to the subordination provisions of the Indenture; and
	•	any other terms of the debt securities.

	•	Bearer Securities;
	•	debt securities with respect to which payments of principal, premium or interest are determined with reference to an index or formula, including changes in prices of particular securities, currencies or commodities;
	•	debt securities with respect to which principal, premium or interest is payable in a foreign or composite currency;

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	•	debt securities that are issued at a discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates; and
	•	variable rate debt securities that are exchangeable for fixed rate debt securities.

	(1) all current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt); and

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	(2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets,

	(1) liens upon rights-of-way for pipeline purposes;
	(2) any statutory or governmental lien or lien arising by operation of law, or any mechanics’, repairmen’s, materialmen’s, suppliers’, carriers’, landlords’, warehousemen’s or similar lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction, development, improvement or repair; or any right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property;
	(3) liens for taxes and assessments which are (a) for the then current year, (b) not at the time delinquent, or (c) delinquent but the validity or amount of which is being contested at the time by the Guarantor or any Subsidiary in good faith by appropriate proceedings;
	(4) liens of, or to secure performance of, leases, other than capital leases; or any lien securing industrial development, pollution control or similar revenue bonds;
	(5) any lien upon property or assets acquired or sold by the Guarantor or any Subsidiary resulting from the exercise of any rights arising out of defaults on receivables;
	(6) any lien in favor of the Guarantor or any Subsidiary; or any lien upon any property or assets of the Guarantor or any Subsidiary in existence on the date of the execution and delivery of the Indenture;
	(7) any lien in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, to secure partial, progress, advance, or other payments pursuant to any contract or statute, or any debt incurred by the Guarantor or any Subsidiary for the purpose of financing all or any part of the purchase price of, or the cost of constructing, developing, repairing or improving, the property or assets subject to such lien;
	(8) any lien incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations;
	(9) liens in favor of any person to secure obligations under provisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by any governmental authority in connection with any contract or statute; or any lien upon or deposits of any assets to secure performance of bids, trade contracts, leases or statutory obligations;
	(10) any lien upon any property or assets created at the time of acquisition of such property or assets by the Guarantor or any Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year after the date of such acquisition; or any lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any such purpose;
	(11) any lien upon any property or assets existing thereon at the time of the acquisition thereof by the Guarantor or any Subsidiary and any lien upon any property or assets of a person existing

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	thereon at the time such person becomes a Subsidiary by acquisition, merger or otherwise; provided that, in each case, such lien only encumbers the property or assets so acquired or owned by such person at the time such person becomes a Subsidiary;
	(12) liens imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and liens which secure a judgment or other court-ordered award or settlement as to which the Guarantor or the applicable Subsidiary has not exhausted its appellate rights;
	(13) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refunding or replacements) of liens, in whole or in part, referred to in clauses (1) through (12) above; provided, however, that any such extension, renewal, refinancing, refunding or replacement lien shall be limited to the property or assets covered by the lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal, refinancing, refunding or replacement lien shall be in an amount not greater than the amount of the obligations secured by the lien extended, renewed, refinanced, refunded or replaced and any expenses of the Guarantor and its Subsidiaries (including any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or
	(14) any lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing debt of the Guarantor or any Subsidiary.

	(1) any pipeline assets of the Guarantor or any Subsidiary, including any related facilities employed in the transportation, distribution, storage or marketing of refined petroleum products, natural gas liquids, and petrochemicals, that are located in the United States of America or any territory or political subdivision thereof; and
	(2) any processing or manufacturing plant or terminal owned or leased by the Guarantor or any Subsidiary that is located in the United States or any territory or political subdivision thereof,

	(a) any such assets consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles; and
	(b) any such assets, plant or terminal which, in the opinion of the board of directors of the general partner of the Issuer, is not material in relation to the activities of the Issuer or of the Guarantor and its Subsidiaries taken as a whole.

	(1) the Issuer; or
	(2) any corporation, association or other business entity of which more than 50% of the total voting power of the equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or any partnership of which more than 50% of the partners’ equity interests (considering all partners’ equity interests as a single class) is, in each case, at the time owned or controlled, directly or indirectly, by the Guarantor, the Issuer or one or more of the other Subsidiaries of the Guarantor or the Issuer or combination thereof.

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	(1) such Sale-Leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject thereto or the date of the completion of construction, development or substantial repair or improvement, or commencement of full operations on such Principal Property, whichever is later;
	(2) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years;
	(3) the Guarantor or such Subsidiary would be entitled to incur debt secured by a lien on the Principal Property subject thereto in a principal amount equal to or exceeding the Attributable Indebtedness from such Sale-Leaseback Transaction without equally and ratably securing the debt securities; or
	(4) the Guarantor or such Subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption, reduction or retirement of any debt of the Guarantor or any Subsidiary that is not subordinated to the debt securities, or (b) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of business of the Guarantor or its Subsidiaries.

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	(1) the entity surviving any such consolidation or merger or to which such assets shall have been transferred (the “successor”) is either the Guarantor or the Issuer, as applicable, or the successor is a domestic partnership, limited liability company or corporation and expressly assumes all the Guarantor’s or the Issuer’s, as the case may be, obligations and liabilities under the Indenture and the debt securities (in the case of the Issuer) and the Guarantee (in the case of the Guarantor);
	(2) immediately after giving effect to the transaction no Default or Event of Default has occurred and is continuing; and
	(3) the Issuer and the Guarantor have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer complies with the Indenture.

	(1) default in any payment of interest on any debt securities of that series when due, continued for 30 days;
	(2) default in the payment of principal of or premium, if any, on any debt securities of that series when due at its stated maturity, upon optional redemption, upon declaration or otherwise;
	(3) failure by the Guarantor or the Issuer to comply for 60 days after notice with its other agreements contained in the Indenture;
	(4) certain events of bankruptcy, insolvency or reorganization of the Issuer or the Guarantor (the “bankruptcy provisions”); or
	(5) the Guarantee ceases to be in full force and effect or is declared null and void in a judicial proceeding or the Guarantor denies or disaffirms its obligations under the Indenture or the Guarantee.

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	(1) such holder has previously given the Trustee notice that an Event of Default with respect to the debt securities of that series is continuing;
	(2) holders of at least 25% in principal amount of the outstanding debt securities of that series have requested the Trustee to pursue the remedy;
	(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;
	(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
	(5) the holders of a majority in principal amount of the outstanding debt securities of that series have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

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	(1) reduce the percentage in principal amount of debt securities whose holders must consent to an amendment;
	(2) reduce the stated rate of or extend the stated time for payment of interest on any debt securities;
	(3) reduce the principal of or extend the stated maturity of any debt securities;
	(4) reduce the premium payable upon the redemption of any debt securities or change the time at which any debt securities may be redeemed;
	(5) make any debt securities payable in money other than that stated in the debt securities;
	(6) impair the right of any holder to receive payment of, premium, if any, principal of and interest on such holder’s debt securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s debt securities;
	(7) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions;
	(8) release any security that may have been granted in respect of the debt securities; or
	(9) release the Guarantor or modify the Guarantee in any manner adverse to the holders.

	(1) cure any ambiguity, omission, defect or inconsistency;
	(2) provide for the assumption by a successor of the obligations of the Guarantor or the Issuer under the Indenture;
	(3) provide for uncertificated debt securities in addition to or in place of certificated debt securities (provided that the uncertificated debt securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated debt securities are described in Section 163(f)(2)(B) of the Code);
	(4) add or release guarantees by any Subsidiary with respect to the debt securities, in either case as provided in the Indenture;
	(5) secure the debt securities or a guarantee;
	(6) add to the covenants of the Guarantor or the Issuer for the benefit of the holders or surrender any right or power conferred upon the Guarantor or the Issuer;
	(7) make any change that does not adversely affect the rights of any holder;

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	(8) comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; and
	(9) issue any other series of debt securities under the Indenture.

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	•	delivers all outstanding debt securities of that series to the Trustee for cancellation; or
	•	all such debt securities not so delivered for cancellation have either become due and payable or will become due and payable at their stated maturity within one year or are called for redemption within one year, and in the case of this bullet point the Issuer has deposited with the Trustee in trust an amount of cash sufficient to pay the entire indebtedness of such debt securities, including interest to the stated maturity or applicable redemption date.

	•	upon any payment of distribution of our assets of the Issuer to its creditors;
	•	upon a total or partial liquidation or dissolution of the Issuer; or
	•	in a bankruptcy, receivership or similar proceeding relating to the Issuer or its property.

	•	make any payments of principal, premium, if any, or interest with respect to subordinated debt securities;
	•	make any deposit for the purpose of defeasance of the subordinated debt securities; or
	•	repurchase, redeem or otherwise retire any subordinated debt securities, except that in the case of subordinated debt securities that provide for a mandatory sinking fund, we may deliver subordinated debt securities to the Trustee in satisfaction of our sinking fund obligation,

	•	the default has been cured or waived and the declaration of acceleration has been rescinded;
	•	the Senior Indebtedness has been paid in full in cash; or

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	•	the Issuer and the Trustee receive written notice approving the payment from the representatives of each issue of “Designated Senior Indebtedness.”

	•	by written notice from the person or persons who gave the Blockage Notice;
	•	by repayment in full in cash of the Senior Indebtedness with respect to which the Blockage Notice was given; or
	•	if the default giving rise to the Payment Blockage Period is no longer continuing.

	•	DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

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	•	DTC holds securities that its participants deposit with DTC and facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities, through electronic computerized book-entry changes in direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates.
	•	Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.
	•	DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc.
	•	Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
	•	The rules applicable to DTC and its direct and indirect participants are on file with the Commission.

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	Our outstanding common units are listed on the NYSE under the symbol “EPD.” Any additional common units we issue will also be listed on the NYSE.
	The transfer agent and registrar for our common units is Mellon Investor Services LLC.

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	•	a current list of the name and last known address of each partner;
	•	a copy of our tax returns;
	•	information as to the amount of cash and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;
	•	copies of our partnership agreement, our certificate of limited partnership, amendments to either of them and powers of attorney which have been executed under our partnership agreement;
	•	information regarding the status of our business and financial condition; and
	•	any other information regarding our affairs as is just and reasonable.

	•	less the amount of cash reserves that is necessary or appropriate in the reasonable discretion of the general partner to:

	•	provide for the proper conduct of our business;
	•	comply with applicable law or any debt instrument or other agreement (including reserves for future capital expenditures and for our future credit needs); or
	•	provide funds for distributions to unitholders and our general partner in respect of any one or more of the next four quarters;

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	•	plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our credit facilities and in all cases are used solely for working capital purposes or to pay distributions to partners.

	•	our cash balance on July 31, 1998, the closing date of our initial public offering of common units (excluding $46.5 million to fund certain capital commitments existing at such closing date); plus
	•	all of our cash receipts since the closing of our initial public offering, excluding cash from interim capital transactions such as borrowings that are not working capital borrowings, sales of equity and debt securities and sales or other disposition of assets for cash, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of normal retirements or replacements of assets; plus
	•	up to $60.0 million of cash from interim capital transactions; plus
	•	working capital borrowings made after the end of a quarter but before the date of determination of operating surplus for the quarter; less
	•	all of our operating expenditures since the closing of our initial public offering, including the repayment of working capital borrowings, but not the repayment of other borrowings, and including maintenance capital expenditures; less
	•	the amount of cash reserved that we deem necessary or advisable to provide funds for future operating expenditures.

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	•	first, 98% to all common unitholders, pro rata and 2% to the general partner, until there has been distributed in respect of each unit an amount equal to the minimum quarterly distribution of $0.225; and
	•	thereafter, in the manner described in “Incentive Distributions” below.

	•	first, 98% to all common unitholders, pro rata, and 2% to the general partner, until the common unitholders have received a total of $0.253 for such quarter in respect of each outstanding unit (the “First Target Distribution”);
	•	second, 85% to all common unitholders, pro rata, and 15% to the general partner, until the unitholders have received a total of $0.3085 for such quarter in respect of each outstanding unit (the “Second Target Distribution”); and
	•	thereafter, 75% to all common unitholders, pro rata, and 25% to the general partner.

	•	first, 98% to all common unitholders, pro rata, and 2% to the general partner, until we have distributed, in respect of each outstanding common unit issued in our initial public offering, available cash from capital surplus in an aggregate amount per common unit equal to the initial unit price of $11.00; and
	•	thereafter, all distributions of available cash from capital surplus will be distributed as if they were from operating surplus.

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	•	the minimum quarterly distribution;
	•	the target distribution levels; and
	•	the unrecovered initial common unit price.

	•	first, to the general partner and the holders of common units having negative balances in their capital accounts to the extent of and in proportion to such negative balances:
	•	second, 98% to the holders of common units, pro rata, and 2% to the general partner, until the capital account for each common unit is equal to the sum of

	•	the unrecovered capital in respect of such common unit; plus
	•	the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs.

	•	third, 98% to all common unitholders, pro rata, and 2% to the general partner, until there has been allocated under this paragraph third an amount per unit equal to:

	•	the sum of the excess of the First Target Distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less
	•	the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that were distributed 98% to the unitholders, pro rata, and 2% to the general partner for each quarter of our existence;

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	•	fourth, 85% to all common unitholders, pro rata, and 15% to the general partner, until there has been allocated under this paragraph fourth an amount per unit equal to:

	•	the sum of the excess of the Second Target Distribution per unit over the First Target Distribution per unit for each quarter of our existence; less
	•	the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the First Target Distribution per unit that were distributed 85% to the unitholders, pro rata, and 15% to the general partner for each quarter of our existence; and

	•	thereafter, 75% to all common unitholders, pro rata, and 25% to the general partner.

	•	first, 98% to the holders of common units in proportion to the positive balances in their respective capital accounts and 2% to the general partner, until the capital accounts of the common unitholders have been reduced to zero; and
	•	thereafter, 100% to the general partner.

	•	distributions of our available cash are described under “Cash Distribution Policy”;
	•	rights of holders of common units are described under “Description of Our Common Units”; and
	•	allocations of taxable income and other matters are described under “Tax Consequences.”

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	•	the merger of our partnership or a sale, exchange or other disposition of all or substantially all of our assets;
	•	the withdrawal of our general partner prior to December 31, 2008 (requires a majority of the units outstanding, excluding units held by our general partner and its affiliates);
	•	the removal of our general partner (requires 64% of the outstanding units, including units held by our general partner and its affiliates);
	•	the election of a successor general partner;
	•	the dissolution of our partnership or the reconstitution of our partnership upon dissolution;
	•	approval of certain actions of our general partner (including the transfer by the general partner of its general partner interest under certain circumstances); and
	•	certain amendments to the partnership agreement, including any amendment that would cause us to be treated as an association taxable as a corporation.

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	•	a change in our names, the location of our principal place of business, our registered agent or our registered office;
	•	the admission, substitution, withdrawal or removal of partners;
	•	a change to qualify or continue our qualification as a limited partnership or a partnership in which our limited partners have limited liability under the laws of any state or to ensure that neither we, our operating partnership, nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;
	•	a change that does not adversely affect our limited partners in any material respect;
	•	a change to (i) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute or (ii) facilitate the trading of our limited partner interests or comply with any rule, regulation, guideline or requirement of any national securities exchange on which our limited partner interests are or will be listed for trading;
	•	a change in our fiscal year or taxable year and any changes that are necessary or advisable as a result of a change in our fiscal year or taxable year;
	•	an amendment that is necessary to prevent us, or our general partner or its directors, officers, trustees or agents from being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended;
	•	an amendment that is necessary or advisable in connection with the authorization or issuance of any class or series of our securities;
	•	any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;
	•	an amendment effected, necessitated or contemplated by a merger agreement approved in accordance with our partnership agreement;
	•	an amendment that is necessary or advisable to reflect, account for and deal with appropriately our formation of, or investment in, any corporation, partnership, joint venture, limited liability company or other entity other than our operating partnership, in connection with our conduct of activities permitted by our partnership agreement;
	•	a merger or conveyance to effect a change in our legal form; or
	•	any other amendments substantially similar to the foregoing.

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	•	first, towards the payment of all of our creditors and the creation of a reserve for contingent liabilities; and
	•	then, to all partners in accordance with the positive balance in the respective capital accounts.

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	•	any units held by a person that owns 20% or more of any class of units then outstanding, other than our general partner and its affiliates, cannot be voted on any matter; and
	•	the partnership agreement contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

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	(1) the treatment of a unitholder whose common units are loaned to a short seller to cover a short sale of common units (please read “— Tax Consequences of Unit Ownership — Treatment of Short Sales”);
	(2) whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read “— Disposition of Common Units — Allocations Between Transferors and Transferees”); and
	(3) whether our method for depreciating Section 743 adjustments is sustainable (please read “— Tax Consequences of Unit Ownership — Section 754 Election”).

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	(a) Neither we nor the Operating Partnership will elect to be treated as a corporation; and
	(b) For each taxable year, more than 90% of our gross income will be income that Vinson & Elkins L.L.P. has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code.

	(a) assignees who have executed and delivered transfer applications, and are awaiting admission as limited partners, and

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(b) unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their common units, will be treated as partners of the Company for federal income tax purposes. As there is no direct authority addressing assignees of common units who are entitled to execute and deliver transfer applications and thereby become entitled to direct the exercise of attendant rights, but who fail to execute and deliver transfer applications, Vinson & Elkins L.L.P.’s opinion does not extend to these persons. Furthermore, a purchaser or other transferee of common units who does not execute and deliver a transfer application may not receive some federal income tax information or reports furnished to record holders of common units unless the common units are held in a nominee or street name account and the nominee or broker has executed and delivered a transfer application for those common units.

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	•	interest on indebtedness properly allocable to property held for investment;
	•	our interest expense attributed to portfolio income; and
	•	the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

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	•	his relative contributions to us;
	•	the interests of all the partners in profits and losses;
	•	the interest of all the partners in cash flow and other nonliquidating distributions; and
	•	the rights of all the partners to distributions of capital upon liquidation.

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	•	any of our income, gain, loss or deduction with respect to those units would not be reportable by the unitholder;
	•	any cash distributions received by the unitholder as to those units would be fully taxable; and
	•	all of these distributions would appear to be ordinary income.

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	•	a short sale;
	•	an offsetting notional principal contract; or
	•	a futures or forward contract with respect to the partnership interest or substantially identical property.

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	(a) the name, address and taxpayer identification number of the beneficial owner and the nominee;
	(b) whether the beneficial owner is

	(1) a person that is not a United States person,
	(2) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing, or
	(3) a tax-exempt entity;

	(c) the amount and description of units held, acquired or transferred for the beneficial owner; and
	(d) specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.

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	(1) for which there is, or was, “substantial authority,” or
	(2) as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

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		Number and %								Number and %
		of Outstanding								of Outstanding
		Common Units								Common Units
		Beneficially Owned				Number of				Owned after
		Prior to Completion				Common Units				Completion of
Name of Selling Unitholder		of Offering				Offered Hereunder				Offering
Shell US Gas & Power LLC			36,572,122				36,572,122				-0-
			9.6	%
Kayne Anderson MLP Investment Company			5,228,093				4,427,878				800,215
			1.4	%							0.2	%

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	•	the exclusive right, but not the obligation in all cases, to process substantially all of Shell’s Gulf of Mexico natural gas production; plus
	•	the exclusive right, but not the obligation in all cases, to process all natural gas production from leases dedicated by Shell for the life of such leases; plus
	•	the right to all title, interest and ownership in the mixed NGL stream extracted by our gas processing plants from Shell’s natural gas production from such leases; with
	•	the obligation to re-deliver to Shell the natural gas stream after any mixed NGLs are extracted.

		For the Nine Months				For the Year Ended December 31,
		Ended September 30,
		2004				2003				2002				2001
Revenues from consolidated operations from Shell		$	397,805			$	293,109			$	282,820			$	333,333
Operating costs and expenses paid to Shell		$	536,284			$	607,277			$	531,712			$	705,440

	•	the names of any underwriters, dealers or agents;
	•	the offering price;
	•	underwriting discounts;
	•	sales agents’ commissions;
	•	other forms of underwriter or agent compensation;
	•	discounts, concessions or commissions that underwriters may pass on to other dealers; and
	•	any exchange on which the common units or debt securities are listed.

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	•	a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	•	purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
	•	exchange distributions and/or secondary distributions;

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	•	underwritten transactions;
	•	ordinary brokerage transactions and transactions in which the broker solicits purchasers; and
	•	direct sales or privately negotiated transactions.

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	•	Our Annual Report on Form 10-K for the year ended December 31, 2003 except for Items 1, 2, 7 and 8, which have been superseded by the Current Report on Form 8-K filed with the Commission on December 6, 2004, Commission File No. 1-14323;
	•	Our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 15, 2005, Commission File No. 1-14323;
	•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004, Commission File Nos. 1-14323;
	•	Current Reports on Form 8-K filed with the Commission on December 15, 2003, January 6, 2004, February 10, 2004, March 22, 2004, April 16, 2004, April 20, 2004, April 21, 2004, April 26, 2004, April 27, 2004, May 3, 2004, July 29, 2004, August 2, 2004, August 5, 2004, August 11, 2004, August 30, 2004, September 1, 2004, September 7, 2004, September 8, 2004, September 14, 2004, September 17, 2004, September 21, 2004, September 27, 2004, September 28, 2004, October 1, 2004, October 6, 2004, October 27, 2004, December 6, 2004, December 15, 2004, January 4, 2005, January 18, 2005, February 11, 2005, February 14, 2005, February 16, 2005, March 3, 2005 and March 23, 2005, Commission File Nos. 1-14323;
	•	Current Report on Form 8-K filed with the Commission on June 16, 2004, as amended by the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on August 4, 2004, Commission File Nos. 1-14323;
	•	Current Report on Form 8-K filed with the Commission on August 2, 2004, as amended by the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on August 5, 2004, Commission File Nos. 1-14323;
	•	Current Report on Form 8-K filed with the Commission on September 30, 2004, as amended by the Current Reports on Form 8-K/A filed with the Commission on October 5, 2004 (Amendment No. 1), October 18, 2004 (Amendment No. 2), December 3, 2004 (Amendment No. 3), December 6, 2004 (Amendment No. 4) and December 27, 2004 (Amendment No. 5), Commission File Nos. 1-14323; and
	•	Current Report on Form 8-K (containing the description of our common units, which description amends and restates the description of our common units contained in the Registration Statement on Form 8-A, initially filed with the Commission on July 21, 1998) filed with the Commission on February 10, 2004, Commission File No. 1-14323.

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	•	fluctuations in oil, natural gas and NGL prices and production due to weather and other natural and economic forces;
	•	a reduction in demand for our products by the petrochemical, refining or heating industries;
	•	the effects of our debt level on our future financial and operating flexibility;
	•	a decline in the volumes of NGLs delivered by our facilities;
	•	the failure of our credit risk management efforts to adequately protect us against customer non-payment;
	•	terrorist attacks aimed at our facilities;
	•	the failure to successfully integrate our operations with GulfTerra’s or any other companies we acquire; and
	•	the failure to realize the anticipated cost savings, synergies and other benefits of our merger with GulfTerra.

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