SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* EPE Holdings, LLC (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/08/2008	3. Issuer Name and Ticker or Trading Symbol Duncan Energy Partners L.P. [ DEP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units Representing Limited Partnership Interests	5,393,100	I(1)(2)(4)	By EPO

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units Representing Limited Partnership Interests	(3)	(3)	Common Units	37,333,887	(3)	I(1)(2)(4)	By GTM(5)

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

1. Name and Address of Reporting Person* Enterprise GP Holdings L.P. (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENTERPRISE PRODUCTS GP LLC (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)

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

1. Name and Address of Reporting Person* Enterprise Products GTM, LLC (Last) (First) (Middle) 103 FOULK ROAD, SUITE 202 (Street) WILMINGTON DE 19803 (City) (State) (Zip)

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

1. Name and Address of Reporting Person* Enterprise GTM Holdings L.P. (Last) (First) (Middle) 1100 LOUISIANA STREET: SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)

Explanation of Responses:

1. EPE Holdings, LLC ("EPE GP") is the general partner of Enterprise GP Holdings L.P. ("EPE"). EPE owns 100% of the member interests in Enterprise Products GP, LLC ("EPD GP"). EPD GP is the general partner of Enterprise Products Partners L.P. ("EPD"). EPD owns 100% of the outstanding shares of Enterprise Products OLPGP, Inc. ("OLPGP") and 99.999% of the membership interests of Enterprise Products Operating LLC ("EPO"). OLPGP owns a .001% membership interest in EPO and is EPO's sole manager. EPO owns 100% of the membership interests of Enterprise Products GTM, LLC ("GTMLLC") and a 99% limited partner interest in Enterprise GTM Holdings L.P. ("GTM"). GTMLLC owns 100% of the membership interests in Enterprise GTMGP, LLC ("GTMGP"). GTMGP owns a 1% general partner interest in GTM. [Continued in footnote 2]

2. [Continued from footnote 1] As a result of GTM's acquisition of Class B units described in Table II hereof, GTM is, and GTMGP, GTMLLC, OLPGP, EPD GP, EPE and EPE GP are now deemed to be, greater than 10% holders of DEP units. Each of the reporting persons disclaims beneficial ownership of the common units included on this Form 3 other than to the extent of its pecuniary interest.

3. The Class B Units will convert to DEP common units on February 1, 2009 on a one-for-one basis.

4. On December 8, 2008, GTM contributed certain assets to the Issuer in exchange for 37,333,887 Class B Common Units representing limited partnership interest in the Issuer (the "Class B Units") and $280 million in cash. On December 8, 2008, EPO acquired 41,529 common units from the Issuer at a price of $12.04 per unit. EPO previously acquired a net 5,351,571 common units from the Issuer in connection with the Issuer's initial public offering priced on January 30, 2007. EPD has previously reported its indirect beneficial interest.

5. The power of attorney under which this form was signed is attached as Exhibit 24.

Remarks:

	William L. Soula, Assistant Secretary of EPE GP, EPD GP, OLPGP, and GTMGP; also Attorney-in-Fact on behalf of GTMLLC	12/18/2008
	** 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 5 (b)(v).
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                              POWER OF ATTORNEY





       KNOW ALL PERSONS BY THIS DOCUMENT:  That I, Darryl E. Smith, a Manager of Enterprise Products GTM, LLC, a Delaware limited liability company (the "Company"), have made, constituted, and appointed, and by this document do make, constitute, and appoint Richard H. Bachmann, Stephanie C. Hildebrandt, Philip C. Neisel, William L. Soula, and Vickie L. Graham of the County of Harris, State of Texas, whose signatures are:



______/s/ Richard H. Bachmann______

Richard H. Bachmann, Attorney-in-Fact



______/s/ Stephanie C. Hildebrandt______

Stephanie C. Hildebrandt, Attorney-in-Fact



______/s/ Philip C. Neisel______

Philip C. Neisel, Attorney-in-Fact



______/s/ William L. Soula______

William L. Soula, Attorney-in-Fact



______/s/ Vickie L. Graham______

Vickie L. Graham, Attorney-in-Fact



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



1.  Execute, deliver and file on behalf of the Company, 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 Duncan Energy Partners L.P. ("DEP");



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 the Company might or could do, 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 Company acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is DEP or the general partner of DEP 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 Company is no longer required to file Forms 3, 4 and 5 with respect to the Company's holdings of and transactions in securities issued by DEP, unless revoked by the Company in a signed writing delivered to each of the foregoing attorneys-in-fact.



       IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed as of this _17th _ day of December, 2008.



     ENTERPRISE PRODUCTS GTM, LLC



By:  _________ /s/ Darryl E. Smith _________

 Darryl E. Smith, Manager