Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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X Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

DUNCAN, DAN L.

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L.P. -- EPD (NYSE)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                   X 10% Owner
X Officer (give title below)          Other (specify below)

CHAIRMAN                                          

(Last)      (First)     (Middle)

2727 NORTH LOOP WEST, SUITE 700
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
March 11, 2003

(Street)

HOUSTON, TX 77008

5. If Amendment,
Date of Original
(Month/Day/Year)
March 11, 2003		 7. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
X Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

 

 

 

 

 

 

 

79,285,766

I(2)

By Enterprise Products Delaware Holdings L.P.

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

 

 

 

 

 

 

 

2,278,200

I(3)

By 1998 Trust

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

 

 

 

 

 

 

 

427,200

I(3)

By 1999 Trust

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

 

 

 

 

 

 

 

200,036

I(3)

By 2000 Trust

COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS

 

 

 

 

 

 

 

111,600

D

 
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

SUBORDINATED UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS(4)

One-for-one

 

 

 

 

 

 

5/1/03

None

Common Units

32,114,804

0

32,114,804

I

By Enterprise Products Delaware Holdings L.P.

EMPLOYEE UNIT OPTIONS - OBLIGATIONS TO SELL#6

$0.6919

3/11/03

 

M(5)

 

5,594

 

1/14/99

12/31/03

Common Units

5,594

0

30,048,968

I

By EPCO

Explanation of Responses:

(1) Copies of the powers of attorney under which this statement was executed on behalf of Dan L. Duncan, EPCO, EPC Partners II, Inc., and Enterprise Products Delaware General, LLC, the sole general partner of Enterprise Products Delaware Holdings L.P., are on file with the Commission.
(2) These Common Units are owned by Enterprise Products Delaware Holdings L.P., an indirect wholly-owned subsidiary of Enterprise Products Company ("EPCO"). Mr. Duncan owns 50.427% of the voting stock of EPCO.
(3) EPCO is the grantor of the Enterprise Products 1998 Unit Option Plan Trust (the "1998 Trust"); Enterprise Products Operating L.P. is the grantor of the EPOLP 1999 Grantor Trust (the "1999 Trust"); and EPCO is the grantor of the Enterprise Products 2000 Rabbi Trust (the "2000 Trust"). These three revocable trusts were established to acquire and hold Common Units.
(4) Each Subordinated Unit is convertible to one Common Unit upon the satisfaction of certain events.
(5) These options were exercised by an EPCO employee under the 1998 Unit Option Plan.
  By: /s/ Dan L. Duncan
             John E. Smith, Attorney-in-Fact, on behalf of Dan L. Duncan, Enterprise Products Company, EPC Partners II, Inc., Enterprise Products Delaware Holdings L.P. and Enterprise Products Delaware General, LLC(1)
**Signature of Reporting Person		 May 2, 2003
Date

**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.

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Joint Filer Information

Name:	Enterprise Products Company
Address: 2727 North Loop West, Houston, TX 77008

Designated Filer:	Dan L. Duncan
Issuer & Ticker Symbol:	Enterprise Products Partners L.P. (EPD)
Date of Event Requiring Statement:	1/2/03

Signature:	   /s/ John E. Smith, Assistant Secretary, on behalf of Enterprise Products Company

Name:	EPC Partners II, Inc.
Address: 300 Delaware Avenue, Suite 900, Wilmington, DE 19801

Designated Filer:	Dan L. Duncan
Issuer & Ticker Symbol:	Enterprise Products Partners L.P. (EPD)
Date of Event Requiring Statement:	1/2/03

Signature:	    /s/ John E. Smith, Attorney-in-Fact, on behalf of EPC Partners II, Inc.


Name:	Enterprise Products Delaware General, LLC
Address:	300 Delaware Avenue, 9th Floor - DE 5403
	Wilmington, DE  19801

Designated Filer:	Dan L. Duncan
Issuer & Ticker Symbol:	Enterprise Products Partners L.P. (EPD)
Date of Event Requiring Statement:	1/2/03

Signature:	    /s/ John E. Smith, Attorney-in-Fact on behalf of EPC Partners II, Inc.,
				As sole member of Enterprise Products Delaware General, LLC.

Name:	Enterprise Products Delaware Holdings L.P.
Address:	300 Delaware Avenue, 9th Floor - DE 5403
	Wilmington, DE  19801

Designated Filer:	Dan L. Duncan
Issuer & Ticker Symbol:	Enterprise Products Partners L.P. (EPD)
Date of Event Requiring Statement:	1/2/03

Signature:	    /s/ John E. Smith, Attorney-in-Fact, on behalf of Enterprise Products Delaware General, LLC                                                                 ]
			As sole general partner of Enterprise Products Delaware Holdings L.P.