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 GP Holdings L.P. [ EPE ]	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) 08/06/2010
	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	08/06/2010		J(1)		514,080	A	$0.00(1)	589,945	I	By EPCO Holdings(2)
Units Representing Limited Partnership Interests	08/06/2010		J(3)		881,836	D	$0.00(3)	0	I	By Enterprise Unit
Units Representing Limited Partnership Interests	08/06/2010		J(4)		1,003,937	A	$0.00(4)	72,864,342	I	By DFI(5)
Units Representing Limited Partnership Interests	08/06/2010		J(6)		1,821,428	D	$0.00(6)	0	I	By EPE Unit
Units Representing Limited Partnership Interests	08/06/2010		J(7)		30,000	A	$0.00(7)	72,894,342	I	By DFI(5)
Units Representing Limited Partnership Interests	08/06/2010		J(8)		40,725	D	$0.00(8)	0	I	By EPE Unit II
Units Representing Limited Partnership Interests	08/06/2010		J(9)		3,346,456	A	$0.00(9)	76,240,798	I	By DFI(5)
Units Representing Limited Partnership Interests	08/06/2010		J(10)		4,421,326	D	$0.00(10)	0	I	By EPE Unit III
Units Representing Limited Partnership Interests								25,162,804	I	By DFIGP(11)
Units Representing Limited Partnership Interests								75,000	I	By A&W Ltd.(12)(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

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* DUNCAN FAMILY INTERESTS, 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. These Units were distributed to EPCO Holdings, Inc. ("EPCO Holdings"), an indirect, wholly owned subsidiary of Enterprise Products Company, formerly named EPCO, Inc. ("EPCO"), by Enterprise Unit L.P. ("Enterprise Unit") effective August 6, 2010 in connection with the dissolution of Enterprise Unit on such date. Prior to the dissolution of Enterprise Unit, EPCO Holdings was the Class A limited partner of Enterprise Unit.

2. These Units are owned directly by EPCO Holdings. EPCO Holdings is an indirect, wholly owned subsidiary of EPCO.

3. Disposed due to the dissolution of Enterprise Unit effective August 6, 2010.

4. These units were distributed to Duncan Family Interests, Inc. ("DFI"), an indirect, wholly owned subsidiary of EPCO, by EPE Unit L.P. ("EPE Unit") effective August 6, 2010 in connection with the dissolution of EPE Unit on such date. Prior to the dissolution of EPE Unit, DFI was the Class A limited partner of EPE Unit.

5. These Units are owned directly by DFI. DFI is an indirect, wholly owned subsidiary of EPCO.

6. Disposed due to the dissolution of EPE Unit effective August 6, 2010.

7. These Units were distributed to DFI by EPE Unit II effective August 6, 2010 in connection with the dissolution of EPE Unit II on such date. Prior to the dissolution of EPE Unit II, DFI was the Class A limited partner of EPE Unit II.

8. Disposed due to the dissolution of EPE Unit II effective August 6, 2010.

9. These Units were distributed to DFI by EPE Unit III effective August 6, 2010 in connection with the dissolution of EPE Unit III on such date. Prior to the dissolution of EPE Unit III, DFI was the Class A limited partner of EPE Unit III.

10. Disposed due to dissolution of EPE Unit III effective August 6, 2010.

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

12. These Units are owned by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams.

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

Remarks:

	Stephanie C. Hildebrandt, Attorney-in-Fact on behalf of Randa Duncan Williams;Richard H. Bachmann, EVP, Chief Legal Offcr & Sec of EPCO Holdings, Inc. & Pres & CEO of Enterprise Products Company; Kari L. Johnson, Secretary, Duncan Family Interests, Inc.	08/10/2010
	** Signature of Reporting Person	Date
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