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* WILLIAMS RANDA DUNCAN (Last) (First) (Middle) 1100 LOUISIANA STREET SUITE 1000 (Street) HOUSTON TX 77002 (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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2011
	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	09/07/2011		A		100,447	A	$0.00(1)	7,839,628	I	By EPCO Holdings(2)
Common Units Representing Limited Partnership Interests	09/07/2011		A		50,500	A	$0.00(1)	163,000	I	By A&W Ltd.(3)
Common Units Representing Limited Partnership Interests	09/07/2011		A		2,020	A	$0.00(1)	2,020	I	Jointly with spouse(4)
Common Units Representing Limited Partnership Interests	09/07/2011		A		4,545	A	$0.00(1)	4,545	I	By spouse(5)
Common Units Representing Limited Partnership Interests	09/07/2011		A		386,325	A	$0.00(1)	2,996,110	I	By Estate(6)
Common Units Representing Limited Partnership Interests	09/07/2011		A		104,131	A	$0.00(1)	7,115,327	I	By DD Securities(7)
Common Units Representing Limited Partnership Interests								15,241,517	I	By EPCO Investments(8)
Common Units Representing Limited Partnership Interests								257,909,910	I	By DFI(9)
Common Units Representing Limited Partnership Interests								40,844,206	I	By DFI GP Holdings(10)
Common Units Representing Limited Partnership Interests								20,881	I	By Enterprise Products Holdings LLC(11)
Common Units Representing Limited Partnership Interests								523,306	I	By EPCO(12)
Common Units Representing Limited Partnership Interests								437,500	I	By Family Trust(13)

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
Enterprise Class B Units	$0.00							(14)	(14)	Common Units	4,520,431		4,520,431	I	By DFI(9)(15)

1. Name and Address of Reporting Person* WILLIAMS RANDA DUNCAN (Last) (First) (Middle) 1100 LOUISIANA STREET SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* EPCO Holdings, Inc. (Last) (First) (Middle) 1100 LOUISIANA STREET SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* Enterprise Products Co (Last) (First) (Middle) 1100 LOUISIANA STREET SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)

Explanation of Responses:

1. Acquired pursuant to the Agreement and Plan of Merger dated as of April 28, 2011, by and among Enterprise Products Partners L.P. ("EPD"), Enterprise Products Holdings LLC, EPD MergerCo LLC, Duncan Energy Partners L.P. ("DEP"), and DEP Holdings, LLC (the "MLP Merger Agreement") as Merger Consideration (as defined in the MLP Merger Agreement). On the effective date of the merger, the closing price of the units of DEP on the New York Stock Exchange ("NYSE") was $41.22 and the closing price of the common units of EPD on the NYSE was $40.83.

2. These common units are owned directly by EPCO Holdings, Inc. ("EPCO Holdings"). EPCO Holdings is an indirect, wholly owned subsidiary of Enterprise Products Company ("EPCO").

3. These common units are owned directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams.

4. These common units are jointly owned directly by Ms. Williams and her spouse.

5. These common units are owned directly by Ms. Williams' spouse.

6. These common units are owned directly by the Estate of Dan L. Duncan, Deceased (the "Estate"). Ms. Williams is a beneficiary of the Estate and was appointed a co-executor of the Estate on April 27, 2010. Ms. Williams discliams any ownership of these securities, except to the extent of her pecuniary interest. The Estate owns a beneficial interest of 50.42% of the voting stock of EPCO.

7. These common units are owned directly by DD Securities LLC ("DD Securities"). DD Securities is a wholly-owned subsidiary of the Estate. Ms. Williams is a beneficiary of the Estate and was appointed a co-executor of the Estate on April 27, 2010. Ms. Williams disclaims any ownership of these securities, except to the extent of her pecuniary interest.

8. These common units are owned directly by EPCO Investments, LLC ("EPCO Investments"), a direct, wholly owned subsidiary of EPCO.

9. These common units are owned directly by Duncan Family Interests, Inc. ("DFI"), which is an indirect wholly owned subsidiary of EPCO. The Estate owns beneficial interest of 50.42% of the voting stock of EPCO.

10. These common units are owned directly by DFI GP Holdings L.P. ("DFI GP Holdings"). DFI Holdings, LLC ("DFI Holdings") is the 1% general partner of DFI GP Holdings and Dan Duncan LLC ("Duncan LLC") is a 4% limited partner of DFI GP Holdings. DFI Holdings is wholly owned by Duncan LLC. DFI owns a 95% limited partner interest in DFI GP Holdings.

11. These common units are owned directly by Enterprise Products Holdings LLC, the general partner of EPD and a wholly-owned subsidiary of Duncan LLC.

12. These common units are owned directly by EPCO.

13. These common units are owned directly by the Randa D. Williams 2003 Family Trust for which the reporting person serves as a trustee. The reporting person disclaims beneficial ownership of the common units held by the trust other than to the extent of her pecuniary interest.

14. The Class B Units are not entitled to regular quarterly cash distributions for the first sixteen quarters following the closing of the merger with TEPPCO Partners, L.P. on October 26, 2009 and will convert automatically into the same number of common units on the date immediately following the payment date of the sixteenth quarterly distribution following the merger.

15. The power of attorney under which this form was signed is on file with the Commission.

Remarks:

Transaction Code A - Grant, award or other acquisition pursuant to Rule 16b-3(d)

	/s/Wendi S. Bickett on behalf of Randa Duncan Williams (as Attorney-in-Fact) and as Assistant Secretary of EPCO Holdings, Inc. and EPCO	09/09/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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