Edgar Filing: ENTERPRISE PRODUCTS PARTNERS L P

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CUNNINGHAM RALPH S

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	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1100 LOUISIANA STREET; SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2008

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units Representing Limited Partnership Interests								70,739 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Limited Partnership Interest in EPCO Unit L.P.

⁽³⁾

11/13/2008

J⁽²⁾

0 ⁽²⁾

⁽³⁾

Units

⁽³⁾

$ 0

0 ⁽²⁾

D ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CUNNINGHAM RALPH S 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	X

Signatures

William L. Soula, Attorney-in-Fact on behalf of Ralph S. Cunningham		11/17/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes common units granted to the Reporting Person that have restricted vesting dates and are subject to forfeiture.
(2)	The reporting person is an owner of Class B limited partner interest in EPCO Unit L.P. ("EPCO Unit"). EPCO Unit owns directly 779,102 units of Enterprise Products Partners L.P. ("EPD"). EPCO Unit is a Delaware limited partnership established for the benefit of certain EPCO, Inc. ("EPCO") employees who are its Class B limited partners. DFI Delaware Holdings L.P. (the "Class A Partner") is the sole Class A limited partner and EPCO is the general partner of EPCO Unit. The reporting person acquired these Class B limited partner interests in EPCO Unit from a grant of such interests by EPCO, in its capacity as general partner of EPCO Unit. The Class B limited partner interest owned by the reporting person represents an initial 20% Class B limited partner interest in EPCO Unit, in accordance with the Agreement of Limited Partnership of EPCO Unit.
(3)	On November 13, 2013, EPCO Unit will be liquidated and will distribute to the Class B Limited Partners units of EPD with an aggregate market value equal to (i) the aggregate market value of all EPD units held by EPCO Unit prior to liquidation (the "Liquidation Units"), minus (ii) (A) any debts or obligations of EPCO Unit, (B) all capital contributions to EPCO Unit by the Class A Partner, and (C) any accrued but unpaid preference return on such contributions. The remaining Liquidation Units will be distributed to the Class A Partner. The Class B limited partner interest is subject to forfeiture.
(4)	The power of attorney under which this form was signed is attached as Exhibit 24.

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