Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

CUSIP No.		265026 10 4

Item 1. Security and Issuer.

          This Amendment No. 3 to Schedule 13D (“Schedule 13D/A”) relates to the common units representing limited partner interests (the “Common Units”) in Duncan Energy Partners L.P., a Delaware limited partnership (the “Issuer” or “DEP”), and the Class B units representing limited partner interests in the Issuer, whose principal executive offices are located at 1100 Louisiana, 10th Floor, Houston, Texas 77002, and updates the Schedule 13D originally filed by Dan L. Duncan and his affiliates on February 15, 2007, as amended by Amendment No. 1 thereto, filed February 29, 2008 and Amendment No. 2 thereto, filed December 18, 2008 (“Original Schedule 13D”). Capitalized terms not defined herein have the meanings given to them in the Original Schedule 13D.

Item 4. Purpose of the Transaction.

          Item 4 of the Original Schedule 13D is hereby deleted in its entirety and the following information is substituted in lieu thereof:

          Dan L. Duncan and affiliates controlled by him, including the reporting persons in this Schedule 13D, review their holdings in DEP on a continuous basis. The reporting persons may at any time determine to acquire additional Common Units, sell all or part of its holdings in DEP, or engage or participate in a transaction or series of transactions with the purpose or effect of influencing control over DEP.

          Mr. Duncan and affiliates controlled by him directly or indirectly control the general partners of Enterprise Products Partners L.P. (“EPD”), TEPPCO Partners, L.P. (“TEPPCO”), Enterprise GP Holdings L.P. (“EPE”), and DEP (DEP collectively with TEPPCO, EPE and EPD, the “Public Partnerships”). As such, Mr. Duncan and these affiliates control these publicly traded partnerships, subject only to limitations set forth in their partnership agreements. Limitations may include review and approvals of certain transactions by the Audit, Conflicts and Governance Committees of the general partners of the Public Partnerships (the “ACG Committees”).

          Mr. Duncan and affiliates controlled by him, including the Public Partnerships, also regularly consider strategic transactions, which transactions may be with third parties or related parties. Subject to any requisite approvals of independent directors on ACG Committees or limitations under the applicable partnership agreements, such transactions may take place at any time with or without prior notice to unitholders of the Public Partnerships. These transactions may include, without limitation, (1) entering into one or more privately negotiated transactions for the purchase or sale of units representing limited partner interests, (2) effecting open market purchases of units representing limited partner interests, (3) making a tender or exchange offer for some or all of the units representing limited partner interests, (4) seeking a merger, sale of assets or other form of business combination involving one or more of these entities or their general partners, or (5) taking other actions that could have the purpose or effect of directly or indirectly influencing control over these entities. The Reporting Persons do not intend to update additional disclosures in its Schedule 13Ds regarding any such plans or proposals unless or until definitive terms have been reached by these parties, or unless disclosure is otherwise required.

          Except as stated above, no Reporting Person has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 7. Material to be Filed as Exhibits.

          Item 7 of the Original Schedule 13D is hereby amended in its entirety as follows:

	99.1			Purchase and Sale Agreement dated as of December 8, 2008 by and among (a) Enterprise Products Operating LLC and Enterprise GTM Holdings L.P. as the Seller Parties and (b) Duncan Energy Partners L.P., DEP Holdings, LLC, DEP Operating Partnership, L.P. and DEP OLP GP, LLC as the Buyer Parties (incorporated by reference to Exhibit 10.1 to the Form 8-K filed December 8, 2008).
	99.2			Unit Purchase Agreement, dated as of December 8, 2008, by and between Duncan Energy Partners L.P. and Enterprise Products Operating LLC (incorporated by reference to Exhibit 10.9 to the Form 8-K filed December 8, 2008).
	99.3			Third Amendment to Amended and Restated Partnership Agreement of Duncan Energy Partners L.P. dated as of December 8, 2008 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed December 8, 2008).
	99.4			Joint Filing Agreement among the Reporting Persons dated December 18, 2008 (incorporated by reference to Exhibit 99.4 to the Issuer’s Schedule 13D/A filed with the Commission on December 18, 2008).

SIGNATURES

          After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.