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SEC FORM 4 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 GP Holdings L.P. [ EPE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) X Other (specify below)
Chairman / Officer & Dir. of Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2006
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
Units Representing Limited Partnership Interests 03/23/2006 P 6,000 A $38.9248 43,400 I(1) By EPCO
Units Representing Limited Partnership Interests 71,119,631 I(2) By DFI
Units Representing Limited Partnership Interests 233,271 I(3) By 2000 Trust
Units Representing Limited Partnership Interests 1,821,428 I(4) By EPE Unit
Units Representing Limited Partnership Interests 3,726,273 I(5) By Duncan LLC
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
Class B Ltd Ptner Interests in EPE Unit L.P.-Obl to Delive(6) $28 08/23/2010 08/23/2010 Units 1,821,428(6) 1,821,428(6) I By EPE Unit(7)
1. Name and Address of Reporting Person*
DUNCAN DAN L
(Last) (First) (Middle)
2727 NORTH LOOP WEST
(Street)
HOUSTON TX 77008
(City) (State) (Zip)
1. Name and Address of Reporting Person*
EPCO, Inc.
(Last) (First) (Middle)
2707 NORTH LOOP WEST
(Street)
HOUSTON TX 77008
(City) (State) (Zip)
Explanation of Responses:
1. These Units are owned by EPCO, Inc. ("EPCO"). Dan L. Duncan owns 50.427% of the voting stock of EPCO.
2. These Units are owned by Duncan Family Interests, Inc. ("DFI"), an indirect, wholly-owned subsidiary of EPCO.
3. These Units are owned by the Duncan Family 2000 Trust (the "2000 Trust") of which EPCO is the grantor.
4. These Units are owned by EPE Unit, a limited partnership established for the benefit of certain EPCO employees who are its Class B limited partners. DFI is the sole Class A limited partner and EPCO is the general partner of EPE Unit.
5. These Units are owned by Duncan LLC. Dan L. Duncan is the sole member of Duncan LLC.
6. EPE Unit owns 1,821,428 Units (reported in Table I). On August 23, 2010, EPE Unit will be liquidated and will distribute to the Class B Limited Partners a total number of Units equal to approximately 1,821,428 minus the quotient of $51,000,000 divided by the market price (as defined) of the Units on August 23, 2010. The remaining Units will be distributed to DFI as the Class A Limited Partner.
7. The power of attorney under which this form was signed is attached as Exhibit 24.
Remarks:
William L. Soula, Attorney in Fact for Dan L. Duncan and Assistant Secretary of EPCO, Inc. 03/27/2006
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                     POWER OF ATTORNEY



       KNOW ALL PERSONS BY THIS DOCUMENT:  That Dan L. Duncan has made, constituted, and appointed, and by this document does make, constitute, and appoint RICHARD H. BACHMANN, MICHAEL A. CREEL, STEPHANIE C. HILDEBRANDT, KATHRYN L. McCOY, and WILLIAM L. SOULA, of the County of Harris, State of Texas, whose signatures are:



                           _________/s/ Richard H. Bachmann__________

                             Richard H. Bachmann, Attorney-in-Fact



                           ___________/s/ Michael A. Creel___________

                               Michael A. Creel, Attorney-in-Fact



                           _______/s/ Stephanie C. Hildebrandt_______

                           Stephanie C. Hildebrandt, Attorney-in-Fact



                           ___________/s/ Kathryn L. McCoy___________

                               Kathryn L. McCoy, Attorney-in-Fact



                           ___________/s/ William L. Soula___________

                               William L. Soula, Attorney-in-Fact



or any of them, signing singly, its true and lawful attorney-in-fact, and in its name, place, and stead to:



1.  Execute, deliver and file on behalf of the undersigned, in the undersigned's capacity as an officer of (i) EPE Holdings, LLC, the sole general partner of Enterprise GP Holdings L.P. ("EPE"), and/or Enterprise Products GP, LLC, the sole general partner of Enterprise Products Partners L.P. ("EPD"), any U.S. Securities and Exchange Commission Form 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder with respect to holdings of or trading in securities issued by EPE and/or EPD;



2.  Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form or any amendment thereto with the United States Securities and Exchange Commission and any stock exchange or similar authority; and



3.  Take any other action of any type whatsoever in connection with or in furtherance of the matters described in paragraphs 1 and 2 above which in the opinion of its attorney-in-fact may be of benefit to, and in the best interest of, or legally required by, the undersigned.



       Giving and granting to each such attorney-in-fact full power and authority to do and perform every act necessary and proper to be done in the exercise of the foregoing powers as fully as it might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is EPE or EPD  or the general partner of either of them assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



       This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by EPE or EPD, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this _23rd_ day of March, 2006.





                                                   ______________/s/ Dan L. Duncan_______________

                                                   DAN L. DUNCAN