FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

DUNCAN, DAN L.

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L.P. -- EPD (NYSE)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                   X 10% Owner
X Officer (give title below)          Other (specify below)

CHAIRMAN                                          

(Last)      (First)     (Middle)

2727 NORTH LOOP WEST, SUITE 700
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

HOUSTON, TX 77008

(City)     (State)     (Zip)

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

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

79,285,766

I⁽²⁾

By Enterprise Products Delaware Holdings L.P.

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

2,278,200

I⁽³⁾

By 1998 Trust

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

427,200

I⁽³⁾

By 1999 Trust

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

200,036

I⁽³⁾

By 2000 Trust

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

111,600

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

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

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

8. Price of Derivative Security
(Instr. 5)

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

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

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

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

SUBORDINATED UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS⁽⁴⁾

One-for-one

5/1/03

None

Common Units

32,114,804

0

32,114,804

I

By Enterprise Products Delaware Holdings L.P.

EMPLOYEE UNIT OPTIONS - OBLIGATIONS TO SELL#

$9.00

3/19/03

M⁽⁵⁾

6,000

10/01/02

09/30/09

Common Units

6,000

0

30,042,968

I

By EPCO

Explanation of Responses:

(1) Copies of the powers of attorney under which this statement was executed on behalf of Dan L. Duncan, EPCO, EPC Partners II, Inc., and Enterprise Products Delaware General, LLC, the sole general partner of Enterprise Products Delaware Holdings L.P., are on file with the Commission.
(2) These Common Units are owned by Enterprise Products Delaware Holdings L.P., an indirect wholly-owned subsidiary of Enterprise Products Company ("EPCO"). Mr. Duncan owns 50.427% of the voting stock of EPCO.
(3) EPCO is the grantor of the Duncan Family 1998 Trust, formerly the Enterprise Products 1998 Unit Option Plan Trust (the "1998 Trust"); Enterprise Products Operating L.P. is the grantor of the EPOLP 1999 Grantor Trust (the "1999 Trust"); and EPCO is the grantor of the Duncan Family 2000 Trust, formerly the Enterprise Products 2000 Rabbi Trust (the "2000 Trust"). These three revocable trusts were established to acquire and hold Common Units.
(4) Each Subordinated Unit is convertible to one Common Unit upon the satisfaction of certain events.
(5) These options were exercised by an EPCO employee under the 1998 Unit Option Plan.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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