1.

We have reviewed your response to comment 2. We are still unclear why, upon exercise of the Liquidity Option, the difference between the undiscounted deferred tax liabilities recognized under ASC 740 and the relieved discounted liability should be included in treasury stock as opposed to deferred tax expense. Although the tender offer and controlling interest acquisition examples cited in ASC 505-30-30-4 each represent “solely a treasury stock transaction,” it appears your transaction is not solely a treasury stock transaction considering the transaction originated with a business combination, the transaction involves the assumption of material tax obligations and since you do not control exercise of the put option (unlike a treasury stock acquisition which is at the option of the purchaser). We also believe any premium associated with the treasury stock examples represented fair market value, whereas the excess “debit” in your case is due to the interplay between a discounted liability and a nominal deferred tax liability. Given that you recognize expense associated with changes in the fair value of the Liquidity Option and that the amount is based on a forecast of estimated tax payments and would be reversed to income in the event the option is not exercised, it seems inconsistent not to similarly reflect ultimate recognition of the deferred tax liabilities within income. Accordingly, please provide us with further evidence supporting your proposed accounting treatment upon exercise of the Liquidity Option.

Amount would be the then current book value of the option liability

Represents the difference between the (i) Liquidity Option Agreement Liability at the time of option exercise and (ii) the deferred tax liability assumed at the time of option exercise.   Income tax expense would be recorded to the extent that the assumed deferred tax liability exceeds the then current book value of the option liability.

Equals the fair value of any newly issued EPD common units at the option exercise date as measured in accordance with ASC 845

Measured in accordance with ASC 740

The fair value of any newly issued EPD common units would be measured in accordance with ASC 845

2.

We have reviewed your response to comment 3.  Please substantially expand on why you believe a marketplace participant would assume the liability and relinquish the option to liquidate its position prior to the 30-year timeframe assumed in your valuation. Explain why, for example, a 1, 5, 10, 15 or 20-year timeframe would not be a more appropriate assumption given the “liquidity preference” of investors. Also tell us how your fair value measurement incorporated a risk premium reflecting the amount that a market participant would demand for the uncertainty inherent in the cash flows of holding the OTA stock and collecting the distributions for 30 years then selling the units and incurring a tax obligation. In this regard, show us the internal rate of return calculation of holding OTA stock for 30 years and why it would represent a reasonable rate of return given the long-term nature of the investment relative to its risk. See ASC 820-10-55-8. Finally tell us whether you sought any bids from marketplace participants that would assume the put obligation. If so, please summarize the results and compare to your internally generated calculation of the liability. We may have further comment.

We would present these expense amounts as “Changes in the fair value of Liquidity Option Agreement” within “Other expenses” on our consolidated statements of operations

Amount would be the then current book value of the Liquidity Option

Represents the difference between the (i) Liquidity Option Agreement Liability at the time of option exercise and (ii) the nominal deferred tax liability assumed at the time of option exercise.   Income tax expense would be recorded to the extent that the assumed deferred tax liability exceeds the then current book value of the option liability.

The deferred tax liability would be measured in accordance with ASC 740.   The $500 million amount used in this example is for illustrative purposes only and does not represent a known deferred tax liability.

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the partnership is responsible for the adequacy and accuracy of the disclosure in the filing;

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Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

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the partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.