SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DUNCAN DAN L (Last) (First) (Middle) 2727 NORTH LOOP WEST (Street) HOUSTON TX 77008 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ENTERPRISE PRODUCTS PARTNERS L P [ EPD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 08/04/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units Representing Limited Partnership Interests	08/04/2004		P		1,500,000(1)	A	$20.2	113,004,867	I	By DFIH(2)(3)
Common Units Representing Limited Partner Intersts								5,918,200	I(4)	By 1998 Trust
Common Units Representing Limited Partnership Interests								4,300,036	I(4)	By 2000 Trust
Common Units Representing Limited Partnership Interests								427,200	I(5)	By 1999 Trust
Common Units Representing Limited Partnership Interests								311,600	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Unit Options - Obligations to Sell #99-7(6)	(7)							(7)	(8)	Common Units	1,978,000		1,978,000	I	By EPCO

1. Name and Address of Reporting Person* DUNCAN DAN L (Last) (First) (Middle) 2727 NORTH LOOP WEST (Street) HOUSTON TX 77008 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman

1. Name and Address of Reporting Person* ENTERPRISE PRODUCTS CO (Last) (First) (Middle) 2727 NORTH LOOP WEST (Street) HOUSTON TX 77008 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EPC PARTNERS II INC (Last) (First) (Middle) 103 FOULK ROAD, SUITE 200 (Street) WILMINGTON DE 19803 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) DFI Delaware General, LLC

1. Name and Address of Reporting Person* ENTERPRISE PRODUCTS DELAWARE GENERAL LLC (Last) (First) (Middle) 103 FOULK ROAD, SUITE 200 (Street) WILMINGTON DE 19803 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) DFI Delaware Holdings L.P.

1. Name and Address of Reporting Person* ENTERPRISE PRODUCTS DELAWARE HOLDINGS L P (Last) (First) (Middle) 103 FOULK ROAD, SUITE 200 (Street) WILMINGTON DE 19803 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These Common Units were purchased in connection with a registered public offering of 15,000,000 Common Units completed on July 29, 2004. The Common Units were purchased directly from the underwriters at a price equal to the public offering price.

2. These Common Units are owned by DFI Delaware Holdings L.P., formerly known as Enterprise Products Delaware Holdings L.P. ("DFIH"), an indirect, wholly-owned subisdiary of EPCO, Inc., formerly known as Enterprise Products Company ("EPCO"). The reporting person owns 50.427% of the voting stock of EPCO.

3. DFIH is an indirect, wholly-owned subsidiary of of Duncan Family Interests, Inc., formerly known as EPC Partners II, Inc. ("DFI"), whch is a direct, wholly-owned subsidiary of EPCO. The general partner of DFIH, DFI Delaware General, LLC, formerly known as Enterprise Products Delaware General, LLC, and the sole limited partner of DFIH, DFI Delaware Limited, LLC, formerly known as Enterprise Products Delaware Limited, LLC, are both wholly-owned subsidiaries of DFI.

4. EPCO is the grantor of the Duncan Family 1998 Trust (the "1998 Trust"); and EPCO is the grantor of the Duncan Family 2000 Trust (the "2000 Trust"). These trusts were established to acquire and hold Common Units of the issuer.

5. Enterprise Products Operating L.P., a wholly-owned subsidiary of the issuer, is the grantor of the EPOLP 1999 Grantor Trust (the "1999 Trust"). It was established to acquire and hold Common Units of the issuer

6. Options are issued under the Enterprise Products 1998 Employee Unit Option Plan and are exercisable for Common Units on a one-for-one basis.

7. Options have expiration dates ranging from September 30, 2009. through May 10, 2014 at prices ranging from $7.75 to $24.725.

8. Options have exercise dates ranging from April 16, 2002, through May 10, 2008.

Remarks:

	John E. Smith, Attorney-in-Fact, on behalf of Dan L. Duncan, Duncan Family Holdings, Inc., DFI Delaware Holdings L.P. and DFI Delaware General, LLC, and Assistant Secretary on behalf of EPCO, Inc.	08/06/2004
	** Signature of Reporting Person	Date
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