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) 05/03/2004
	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								108,000,118(1)	I(2)(3)	BY EPDH
Common Units Representing Limited Partnership Interests								4,278,200	I(4)	By 1998 Trust
Common Units Representing Limited Partnership Interests								4,300,036(1)	I(4)	By 2000 Trust
Common Units Representing Limited Partnership Interests	05/03/2004		P		100,000	A	$20.6661	211,600	D
Common Units Representing Limited Partnership Interests	05/04/2004		P		100,000	A	$20.6403	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 - Obligation to Sell(5)	(7)							(6)	(7)	Common Units	1,698,000		1,698,000	I	By EPCO
Class B Special Units	$0(8)							(8)	(8)	Common Units	4,413,549(9)		4,413,549	I	By EPDH

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) 300 DELAWARE AVENUE, SUITE 900 (Street) WILMINGTON DE 19801 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Ent Prod Delaware General

1. Name and Address of Reporting Person* ENTERPRISE PRODUCTS DELAWARE GENERAL LLC (Last) (First) (Middle) 300 DELAWARE AVENUE, 12TH FLOOR (Street) WILMINGTON DE 19801 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Ent Prod Delaware Holdings

1. Name and Address of Reporting Person* ENTERPRISE PRODUCTS DELAWARE HOLDINGS L P (Last) (First) (Middle) 300 DELAWARE AVE., 12TH FLOOR (Street) WILMINGTON DE 19801 (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. Total reflects a transfer without consideration of 4,100,000 Common Units from EPDH to the 2000 Trust effective March 15, 2004.

2. These Common Units are owned by Enterprise Products Delaware Holdings L.P. ("EPDH"), an indirect, wholly-owned subsidiary of Enterprise Products Company ("EPCO"). Dan L. Duncan owns 50.427% of the voting stock of EPCO.

3. EPDH is an indirect, wholly-owned subsidiary of of EPC Partners II, Inc. ("EPCPII"), whch is a direct, wholly-owned subsidiary of EPCO. The general partner of EPDH, Enterprise Products Delaware General, LLC, and the sole limited partner of EPDH, Enterprise Products Delaware Limited, LLC, are both wholly-owned subsidiaries of EPCPII.

4. EPCO is the grantor of the Duncan Family 1998 Trust, formerly the Enerprise Products 1998 Unit Option Plan Trust (the "1998 Trust"); and EPCO is the grantor of the Duncan Family 2000 Trust, formerly the Enterprise Products 2000 Rabbi Trust (the "2000 Trust"). These three trusts were established to acquire and hold Common Units of the issuer.

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

6. Options remaning have exercise dates ranging from April 16, 2002, through November 30, 2006.

7. Options remaining have expiration dates ranging from September 30, 2009. through November 30, 2013 at prices ranging from $7.75 to $24.725.

8. Class B Special Units may become convertible into Common Units upon receipt of the requisite approval by the holders of the issuer's common units as required by the New York Stock Exchange.

9. Class B Special Units would be convertable to Common Units on a one-for-one basis.

Remarks:

	John E. Smith, Attorney-in-Fact, on behalf of Dan L. Duncan, EPC Partners II, Inc., Enterprise Products Delaware Holdings L.P., and Enterprise Products Delaware General, LLC, and Assistant Secretary on behalf of Enterprise Products Company	05/04/2004
	** Signature of Reporting Person	Date
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