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		Per Common Unit				Total
Public offering price		$	23.900			$	382,400,000
Underwriting discount		$	0.956			$	15,296,000
Proceeds, before expenses, to us		$	22.944			$	367,104,000

Lehman Brothers	Morgan Stanley

	UBS Investment Bank

	Merrill Lynch & Co.

	Wachovia Securities

	Raymond James

	RBC Capital Markets

	Sanders Morris Harris

	Banc of America Securities LLC

	Credit Suisse

	Deutsche Bank Securities

	Natexis Bleichroeder Inc.

	Oppenheimer & Co.

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		Page
Prospectus Supplement
Summary			S-1
Risk Factors			S-12
Use of Proceeds			S-27
Price Range of Common Units and Distributions			S-28
Capitalization			S-29
Management			S-31
Material Tax Consequences			S-34
Investment in Us by Employee Benefit Plans			S-48
Underwriting			S-50
Legal Matters			S-54
Experts			S-54
Information Incorporated by Reference			S-54
Forward-Looking Statements			S-55
Prospectus
About This Prospectus			iv
Our Company			1
Risk Factors			3
Use of Proceeds			16
Ratio of Earnings to Fixed Charges			16
Description of Debt Securities			16
Description of Our Common Units			30
Cash Distribution Policy			32
Description of Our Partnership Agreement			36
Material Tax Consequences			41
Selling Unitholders			54
Plan of Distribution			55
Where You Can Find More Information			57
Forward-Looking Statements			59
Legal Matters			59
Experts			60

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	•	the level of domestic production;
	•	the availability of imported oil and natural gas;
	•	actions taken by foreign oil and natural gas producing nations;
	•	the availability of transportation systems with adequate capacity;
	•	the availability of competitive fuels;
	•	fluctuating and seasonal demand for oil, natural gas and NGLs; and
	•	conservation and the extent of governmental regulation of production and the overall economic environment.

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	•	geographic proximity to the production;
	•	costs of connection;
	•	available capacity;
	•	rates; and
	•	access to markets.

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	•	a significant portion of our cash flow could be dedicated to the payment of principal and interest on our future debt and may not be available for other purposes, including the payment of distributions on our common units and capital expenditures;
	•	credit rating agencies may view our debt level negatively;
	•	covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business;
	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership purposes may be limited;
	•	we may be at a competitive disadvantage relative to similar companies that have less debt; and
	•	we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.

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	•	difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments;
	•	establishing the internal controls and procedures that we are required to maintain under the Sarbanes-Oxley Act of 2002;
	•	managing relationships with new joint venture partners with whom we have not previously partnered;
	•	inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including with their markets; and
	•	diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.

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	•	the proportionate ownership interest of a common unit will decrease;
	•	the amount of cash available for distributions on each unit may decrease;
	•	the ratio of taxable income to distributions may increase;
	•	the relative voting strength of each previously outstanding unit may be diminished; and
	•	the market price of our common units may decline.

	•	the level of our operating costs;
	•	the level of competition in our business segments;
	•	prevailing economic conditions;
	•	the level of capital expenditures we make;
	•	the restrictions contained in our debt agreements and our debt service requirements;
	•	fluctuations in our working capital needs;
	•	the cost of acquisitions, if any; and
	•	the amount, if any, of cash reserves established by Enterprise Products GP in its sole discretion.

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	•	neither our partnership agreement nor any other agreement requires Enterprise Products GP or EPCO to pursue a business strategy that favors us;
	•	decisions of Enterprise Products GP regarding the amount and timing of asset purchases and sales, cash expenditures, borrowings, issuances of additional units and reserves in any quarter may affect the level of cash available to pay quarterly distributions to unitholders and Enterprise Products GP;
	•	under our partnership agreement, Enterprise Products GP determines which costs incurred by it and its affiliates are reimbursable by us;
	•	Enterprise Products GP is allowed to resolve any conflicts of interest involving us and Enterprise Products GP and its affiliates;
	•	Enterprise Products GP is allowed to take into account the interests of parties other than us, such as EPCO, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to unitholders;
	•	any resolution of a conflict of interest by Enterprise Products GP not made in bad faith and that is fair and reasonable to us shall be binding on the partners and shall not be a breach of our partnership agreement;
	•	affiliates of Enterprise Products GP, including TEPPCO, may compete with us in certain circumstances;
	•	Enterprise Products GP has limited its liability and reduced its fiduciary duties, and has also restricted the remedies available to our unitholders for actions that might, without the limitations, constitute breaches of fiduciary duty. As a result of purchasing our units, you are deemed to consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable law;
	•	we do not have any employees and we rely solely on employees of EPCO and its affiliates;
	•	in some instances, Enterprise Products GP may cause us to borrow funds in order to permit the payment of distributions, even if the purpose or effect of the borrowing is to make incentive distributions;
	•	our partnership agreement does not restrict Enterprise Products GP from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;

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	•	Enterprise Products GP intends to limit its liability regarding our contractual and other obligations and, in some circumstances, may be entitled to be indemnified by us;
	•	Enterprise Products GP controls the enforcement of obligations owed to us by our general partner and its affiliates; and
	•	Enterprise Products GP decides whether to retain separate counsel, accountants or others to perform services for us.

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			Price ranges								Cash distribution history
			High				Low				Per unit				Record date				Payment date
2004
	1st Quarter		$	24.72			$	21.75			$	0.3725				April 30, 2004				May 12, 2004
	2nd Quarter			23.84				20.00				0.3725				July 30, 2004				August 6, 2004
	3rd Quarter			23.70				20.19				0.3950				October 29, 2004				November 5, 2004
	4th Quarter			25.99				22.73				0.4000				January 31, 2005				February 14, 2005
2005
	1st Quarter		$	28.35			$	23.15			$	0.4100				April 29, 2005				May 10, 2005
	2nd Quarter			27.09				24.77				0.4200				July 29, 2005				August 10, 2005
	3rd Quarter			27.66				23.50				0.4300				October 31, 2005				November 8, 2005
	4th Quarter			26.02				23.38				0.4375				January 31, 2006				February 9, 2006
2006
	1st Quarter(1)		$	26.00			$	23.80			$	—	(2)			—				—

	(1)	Through March 2, 2006.
	(2)	The distribution with respect to the 1st quarter of 2006 has neither been declared nor paid.

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	•	on a consolidated historical basis;
	•	on an as adjusted basis to give effect to (i) the sale of 16,000,000 common units in this offering at the public offering price of $23.90 per common unit, (ii) our general partner’s proportionate net capital contribution of $7.5 million and (iii) the application of all of the net proceeds of $374.2 million (before exercise of the underwriters’ option to purchase additional common units) to temporarily reduce debt under our multi-year revolving credit facility as described under “Use of Proceeds.”

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				Historical				As Adjusted
				(dollars in millions)
Cash and cash equivalents				$	42.1			$	42.1
Long-term borrowings, including current portions:
	Multi-Year Revolving Credit Facility, variable rate, due October 2010			$	490.0			$	115.8
	Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010				54.0				54.0
	Senior Notes B, 7.50% fixed-rate, due February 2011				450.0				450.0
	Senior Notes C, 6.375% fixed-rate, due February 2013				350.0				350.0
	Senior Notes D, 6.875% fixed-rate, due March 2033				500.0				500.0
	Senior Notes E, 4.00% fixed-rate, due October 2007				500.0				500.0
	Senior Notes F, 4.625% fixed-rate, due October 2009				500.0				500.0
	Senior Notes G, 5.60% fixed-rate, due October 2014				650.0				650.0
	Senior Notes H, 6.65% fixed-rate, due October 2034				350.0				350.0
	Senior Notes I, 5.00% fixed-rate, due March 2015				250.0				250.0
	Senior Notes J, 5.75% fixed-rate, due March 2035				250.0				250.0
	Senior Notes K, 4.95% fixed-rate, due June 2010				500.0				500.0
	Dixie revolving credit facility, due June 2007				17.0				17.0
	GulfTerra senior notes and senior subordinated notes				5.1				5.1
	Other, including unamortized discounts and premiums				(32.3	)			(32.3	)
		Total debt obligations			4,833.8				4,459.6
Minority interest					103.2				103.2
Partners’ equity
	Limited partners				5,561.3				5,928.0
	General partner				113.5				121.0
	Accumulated other comprehensive income				19.1				19.1
	Other				(14.6	)			(14.6	)
		Total partners’ equity			5,679.3				6,053.5
		Total capitalization		$	10,616.3			$	10,616.3

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Name		Age				Position with Enterprise Products GP
Dan L. Duncan(1)			73			Director and Chairman
Robert G. Phillips(1)			51			Director, President and Chief Executive Officer
Dr. Ralph S. Cunningham(1)			65			Director, Group Executive Vice President and Chief Operating Officer
Michael A. Creel(1)			52			Director, Executive Vice President and Chief Financial Officer
Richard H. Bachmann(1)			53			Director, Executive Vice President, Chief Legal Officer and Secretary
W. Randall Fowler(1)			49			Director, Senior Vice President and Treasurer
E. William Barnett(2,3,5)			73			Director
Philip C. Jackson(2,3,4)			77			Director
Stephen L. Baum(2,3)			65			Director
James H. Lytal(1)			48			Executive Vice President
A.J. Teague(1)			60			Executive Vice President
Michael J. Knesek(1)			51			Senior Vice President, Controller and Principal Accounting Officer

(1)	Executive officer
(2)	Member of Audit and Conflicts Committee
(3)	Member of Governance Committee
(4)	Chairman of Audit and Conflicts Committee
(5)	Chairman of Governance Committee

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	(a)	Neither we nor the Operating Partnership will elect to be treated as a corporation; and
	(b)	For each taxable year, more than 90% of our gross income will be income that Andrews Kurth LLP has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Code.

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	•	interest on indebtedness properly allocable to property held for investment;
	•	our interest expense attributed to portfolio income; and
	•	the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

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	•	his relative contributions to us;
	•	the interests of all the partners in profits and losses;
	•	the interest of all the partners in cash flow and other nonliquidating distributions; and
	•	the rights of all the partners to distributions of capital upon liquidation.

	•	any of our income, gain, loss or deduction with respect to those units would not be reportable by the unitholder;
	•	any cash distributions received by the unitholder as to those units would be fully taxable; and
	•	all of these distributions would appear to be ordinary income.

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	•	a short sale;
	•	an offsetting notional principal contract; or
	•	a futures or forward contract with respect to the partnership interest or substantially identical property.

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	(a)	the name, address and taxpayer identification number of the beneficial owner and the nominee;
	(b)	whether the beneficial owner is

	(1)	a person that is not a United States person,
	(2)	a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing, or

	(3) a tax-exempt entity;

	(c)	the amount and description of units held, acquired or transferred for the beneficial owner; and

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	(d)	specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.

	(1)	for which there is, or was, “substantial authority,” or
	(2)	as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

	•	accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at “—Accuracy-related Penalties,”
	•	for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability, and
	•	in the case of a listed transaction, an extended statute of limitations.

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	•	whether the investment is prudent under Section 404(a)(l)(B) of ERISA;
	•	whether in making the investment, that plan will satisfy the diversification requirements of Section 404(a)(l)(C) of ERISA; and
	•	whether the investment will result in recognition of unrelated business taxable income (please read “Material Tax Consequences— Tax-Exempt Organizations and Other Investors”) by the plan and, if so, the potential after-tax investment return.

	•	the equity interests acquired by employee benefit plans are publicly offered securities; i.e., the equity interests are widely held by 100 or more investors independent of the issuer and each other, freely transferable and registered under some provisions of the federal securities laws;

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	•	the entity is an “operating company;” i.e., it is primarily engaged in the production or sale of a product or service other than the investment of capital either directly or through a majority owned subsidiary or subsidiaries; or
	•	there is no significant investment by benefit plan investors, which is defined to mean that less than 25% of the value of each class of equity interest, disregarding some interests held by our general partner, its affiliates, and some other persons, is held by the employee benefit plans referred to above, IRAs and other employee benefit plans not subject to ERISA, including governmental plans.

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			Number of
Underwriter			Common Units
Lehman Brothers Inc.				3,409,090
Morgan Stanley & Co. Incorporated				3,409,090
Citigroup Global Markets Inc.				1,818,182
UBS Securities LLC				1,818,182
Merrill Lynch, Pierce, Fenner & Smith Incorporated				909,091
Wachovia Capital Markets, LLC				909,091
A.G. Edwards & Sons, Inc.				909,091
Raymond James & Associates, Inc.				909,091
RBC Capital Markets Corporation				454,545
Sanders Morris Harris Inc.				909,091
Banc of America Securities LLC				136,364
Credit Suisse Securities (USA) LLC				136,364
Deutsche Bank Securities Inc.				136,364
Natexis Bleichroeder Inc.				68,182
Oppenheimer & Co. Inc.				68,182
	Total			16,000,000

	•	the obligation to purchase all of the common units offered hereby, if any of the common units are purchased;
	•	the representations and warranties made by us to the underwriters are true;
	•	there is no material change in the financial markets; and
	•	we deliver customary closing documents to the underwriters.

		No Exercise				Full Exercise
Per unit		$	0.956			$	0.956
Total		$	15,296,000			$	17,590,400

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	•	the issuance and sale of common units by us to the underwriter pursuant to the underwriting agreement;
	•	the issuance and sale of common units, phantom units, restricted units and options under our existing employee benefits plans, including sales pursuant to “cashless-broker” exercises of options to purchase common units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises;
	•	the issuance and sale of common units pursuant to our distribution reinvestment plan; or
	•	the filing of a “universal” shelf registration statement on Form S-3, which may also include common units of selling unitholders; provided, that (1) we and our affiliates remain subject to the 60-day lock-up period with respect to any common units registered under any such registration statement, (2) such registration statement contains only a generic and undetermined plan of distribution with respect to the common units during the 60-day lock-up period, and (3) any selling unitholders registering common units under such registration statement agree in writing to be subject to the 60-day lock-up period.

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	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	A short position involves a sale by the underwriters of common units in excess of the number of common units the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of common units involved in the sales made by the underwriters in excess of the number of common units they are obligated to purchase is not greater than the number of common units that they may purchase by exercising their option to purchase additional common units. In a naked short position, the number of common units involved is greater than the number of common units in their option to purchase additional common units. The underwriters may close out any short position by either exercising their option to purchase additional common units and/or purchasing common units in the open market. In determining the source of common units to close out the short position, the underwriters will consider, among other things, the price of common units available for purchase in the open market as compared to the price at which they may purchase common units through their option to purchase additional common units. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the common units in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Syndicate covering transactions involve purchases of the common units in the open market after the distribution has been completed in order to cover syndicate short positions.
	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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	•	Annual Report on Form 10-K for the year ended December 31, 2005, Commission File No. 1-14323; and
	•	Current Reports on Form 8-K filed with the Commission on February 16, 2006, February 17, 2006 and February 27, 2006.

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	•	fluctuations in oil, natural gas and NGL prices and production due to weather and other natural and economic forces;
	•	a reduction in demand for our products by the petrochemical, refining or heating industries;
	•	the effects of our debt level on our future financial and operating flexibility;
	•	a decline in the volumes of NGLs delivered by our facilities;
	•	the failure of our credit risk management efforts to adequately protect us against customer non-payment;
	•	terrorist attacks aimed at our facilities; and
	•	our failure to successfully integrate our operations with assets or companies we acquire.

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	•	common units representing limited partner interests in Enterprise Products Partners L.P.; and
	•	debt securities of Enterprise Products Operating L.P., which will be guaranteed by its parent company, Enterprise Products Partners L.P.

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ABOUT THIS PROSPECTUS				iv
OUR COMPANY				1
RISK FACTORS				3
	Risks Related to Our Business			3
		Changes in the prices of hydrocarbon products may materially adversely affect our results of operations, cash flows and financial condition		3
		A decline in the volume of natural gas, NGLs and crude oil delivered to our facilities could adversely affect our results of operations, cash flows and financial condition		3
		A reduction in demand for NGL products by the petrochemical, refining or heating industries could materially adversely affect our results of operations, cash flows and financial position		4
		We face competition from third parties in our midstream businesses		4
		Our debt level may limit our future financial and operating flexibility		5
		We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for qualified assets		5
		Our growth strategy may adversely affect our results of operations if we do not successfully integrate the businesses that we acquire, including GulfTerra, or if we substantially increase our indebtedness and contingent liabilities to make acquisitions		6
		Our operating cash flows from our capital projects may not be immediate		6
		Our actual construction, development and acquisition costs could exceed forecasted amounts		7
		We may be unable to cause our joint ventures to take or not to take certain actions unless some or all of our joint venture participants agree		7
		The interruption of distributions to us from our subsidiaries and joint ventures may affect our ability to satisfy our obligations and to make cash distributions to our unitholders		7
		A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flow		7
		An impairment of goodwill could reduce our earnings		8
		Increases in interest rates could adversely affect our business and may cause the market price of our common units to decline		8
		The use of derivative financial instruments could result in material financial losses by us		8
		Our pipeline integrity program may impose significant costs and liabilities on us		9
		Environmental costs and liabilities and changing environmental regulation could materially affect our cash flow		9
		Federal, state or local regulatory measures could materially adversely affect our business		9
		Terrorist attacks aimed at our facilities could adversely affect our business		11
	Risks Related to Our Common Units as a Result of Our Partnership Structure			11
		We may not have sufficient cash from operations to pay distributions at the current level following establishment of cash reserves and payments of fees and expenses, including payments to our general partner		11
		We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future		11
		Cost reimbursements due our general partner may be substantial and will reduce our cash available for distribution to holders of common units		12
		Our general partner and its affiliates have limited fiduciary responsibilities and conflicts of interest with respect to our partnership		12
		Even if unitholders are dissatisfied, they cannot easily remove our general partner		12
		We may issue additional common units without the approval of common unitholders, which would dilute their existing ownership interests		13

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		Our general partner has a limited call right that may require common unitholders to sell their units at an undesirable time or price		13
		Common unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business		13
		A large number of our outstanding common units may be sold in the market, which may depress the market price of our common units		14
	Tax Risks to Common Unitholders			14
		The IRS could treat us as a corporation for tax purposes, which would substantially reduce the cash available for distribution to common unitholders		14
		A successful IRS contest of the federal income tax positions we take may adversely impact the market for common units, and the costs of any contests will be borne by our unitholders and our general partner		14
		Common unitholders may be required to pay taxes even if they do not receive any cash distributions		15
		Tax gain or loss on the disposition of common units could be different than expected		15
		Tax-exempt entities, regulated investment companies and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them		15
		We will treat each purchaser of common units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units		15
		Common unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of an investment in our common units		15
USE OF PROCEEDS				16
RATIO OF EARNINGS TO FIXED CHARGES				16
DESCRIPTION OF DEBT SECURITIES				16
	General			17
	Guarantee			18
	Certain Covenants			18
	Events of Default			22
	Amendments and Waivers			23
	Defeasance and Discharge			25
	Subordination			26
	Book-Entry System			27
	Limitations on Issuance of Bearer Securities			29
	No Recourse Against General Partner			30
	Concerning the Trustee			30
	Governing Law			30
DESCRIPTION OF OUR COMMON UNITS				30
	Meetings/ Voting			31
	Status as Limited Partner or Assignee			31
	Limited Liability			31
	Reports and Records			32
CASH DISTRIBUTION POLICY				32
	Distributions of Available Cash			32
	Operating Surplus and Capital Surplus			33
	Distributions of Available Cash from Operating Surplus			34
	Incentive Distributions			34
	Distributions from Capital Surplus			34

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	Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels		35
	Distributions of Cash upon Liquidation		35
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT			36
	Purpose		36
	Power of Attorney		36
	Voting Rights		37
	Reimbursements of Our General Partner		37
	Issuance of Additional Securities		37
	Amendments to Our Partnership Agreement		38
	Withdrawal or Removal of Our General Partner		38
	Liquidation and Distribution of Proceeds		39
	Transfer of Ownership Interests in Our General Partner		40
	Change of Management Provisions		40
	Limited Call Right		40
	Indemnification		40
	Registration Rights		40
MATERIAL TAX CONSEQUENCES			41
	Partnership Status		41
	Limited Partner Status		42
	Tax Consequences of Unit Ownership		43
	Tax Treatment of Operations		47
	Disposition of Common Units		48
	Uniformity of Units		50
	Tax-Exempt Organizations and Other Investors		51
	Administrative Matters		51
	State, Local, Foreign and Other Tax Considerations		53
	Tax Consequences of Ownership of Debt Securities		54
SELLING UNITHOLDERS			54
PLAN OF DISTRIBUTION			55
	Distribution by Selling Unitholders		56
WHERE YOU CAN FIND MORE INFORMATION			57
FORWARD-LOOKING STATEMENTS			59
LEGAL MATTERS			59
EXPERTS			60

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	•	gathering and transportation of raw natural gas from both onshore and offshore Gulf of Mexico developments;
	•	gathering and transportation of crude oil from offshore Gulf of Mexico developments;
	•	offshore production platform services;
	•	processing of raw natural gas into a marketable product that meets industry quality specifications by removing mixed NGLs and impurities;
	•	purchase of natural gas for resale to our industrial, utility and municipal customers;
	•	transportation of mixed NGLs to fractionation facilities by pipeline;
	•	fractionation (or separation) of mixed NGLs produced as by-products of crude oil refining and natural gas production into component NGL products: ethane, propane, isobutane, normal butane and natural gasoline;
	•	transportation of NGL products to end-users by pipeline, railcar and truck;
	•	import and export of NGL products and petrochemical products through our dock facilities;
	•	fractionation of refinery-sourced propane/propylene mix into high-purity propylene, propane and mixed butane;
	•	transportation of high-purity propylene to end-users by pipeline;
	•	storage of natural gas, mixed NGLs, NGL products and petrochemical products;
	•	conversion of normal butane to isobutane through the process of isomerization;
	•	production of high-octane additives for motor gasoline from isobutane; and
	•	sale of NGLs and petrochemical products we produce and/or purchase for resale.

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	Changes in the prices of hydrocarbon products may materially adversely affect our results of operations, cash flows and financial condition.

	•	the level of domestic production;
	•	the availability of imported oil and natural gas;
	•	actions taken by foreign oil and natural gas producing nations;
	•	the availability of transportation systems with adequate capacity;
	•	the availability of competitive fuels;
	•	fluctuating and seasonal demand for oil, natural gas and NGLs; and
	•	conservation and the extent of governmental regulation of production and the overall economic environment.

	A decline in the volume of natural gas, NGLs and crude oil delivered to our facilities could adversely affect our results of operations, cash flows and financial condition.

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	A reduction in demand for NGL products by the petrochemical, refining or heating industries could materially adversely affect our results of operations, cash flows and financial position.

	We face competition from third parties in our midstream businesses.

	•	geographic proximity to the production;
	•	costs of connection;
	•	available capacity;
	•	rates; and
	•	access to markets.

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	Our debt level may limit our future financial and operating flexibility.

	•	a significant portion of our cash flow from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes, including payment of distributions on our common units and capital expenditures;
	•	credit rating agencies may view our debt level negatively;
	•	covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business;
	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership purposes may be limited;
	•	we may be at a competitive disadvantage relative to similar companies that have less debt; and
	•	we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.

	We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for qualified assets.

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	Our growth strategy may adversely affect our results of operations if we do not successfully integrate the businesses that we acquire, including GulfTerra, or if we substantially increase our indebtedness and contingent liabilities to make acquisitions.

	•	difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments;
	•	establishing the internal controls and procedures that we are required to maintain under the Sarbanes-Oxley Act of 2002;
	•	managing relationships with new joint venture partners with whom we have not previously partnered;
	•	inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including with their markets; and
	•	diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.

	Our operating cash flows from our capital projects may not be immediate.

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	Our actual construction, development and acquisition costs could exceed forecasted amounts.

	We may be unable to cause our joint ventures to take or not to take certain actions unless some or all of our joint venture participants agree.

	The interruption of distributions to us from our subsidiaries and joint ventures may affect our ability to satisfy our obligations and to make cash distributions to our unitholders.

	A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flow.

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	An impairment of goodwill could reduce our earnings.

	Increases in interest rates could adversely affect our business and may cause the market price of our common units to decline.

	The use of derivative financial instruments could result in material financial losses by us.

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	Our pipeline integrity program may impose significant costs and liabilities on us.

	Environmental costs and liabilities and changing environmental regulation could materially affect our cash flow.

	Federal, state or local regulatory measures could materially adversely affect our business.

	•	rate structures;
	•	rates of return on equity;
	•	recovery of costs;
	•	the services that our regulated assets are permitted to perform;
	•	the acquisition, construction and disposition of assets; and
	•	to an extent, the level of competition in that regulated industry.

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	Terrorist attacks aimed at our facilities could adversely affect our business.

	We may not have sufficient cash from operations to pay distributions at the current level following establishment of cash reserves and payments of fees and expenses, including payments to our general partner.

	•	the level of our operating costs;
	•	the level of competition in our business segments;
	•	prevailing economic conditions;
	•	the level of capital expenditures we make;
	•	the restrictions contained in our debt agreements and our debt service requirements;
	•	fluctuations in our working capital needs;
	•	the cost of acquisitions, if any; and
	•	the amount, if any, of cash reserves established by our general partner, in its discretion.

	We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.

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	Cost reimbursements due our general partner may be substantial and will reduce our cash available for distribution to holders of common units.

	Our general partner and its affiliates have limited fiduciary responsibilities and conflicts of interest with respect to our partnership.

	•	decisions of our general partner regarding the amount and timing of asset purchases and sales, cash expenditures, borrowings, issuances of additional units and reserves in any quarter may affect the level of cash available to pay quarterly distributions to unitholders and the general partner;
	•	under our partnership agreement, our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
	•	our general partner is allowed to take into account the interests of parties other than us, such as EPCO, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to unitholders;
	•	affiliates of our general partner may compete with us in certain circumstances;
	•	our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to unitholders for actions that might, without the limitations, constitute breaches of fiduciary duty. As a result of purchasing units, you are deemed to consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable law;
	•	we do not have any employees and we rely solely on employees of the general partner and its affiliates; and
	•	in some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions, even if the purpose or effect of the borrowing is to make incentive distributions.

	Even if unitholders are dissatisfied, they cannot easily remove our general partner.

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	We may issue additional common units without the approval of common unitholders, which would dilute their existing ownership interests.

	•	the proportionate ownership interest of common unitholders in us will decrease;
	•	the amount of cash available for distribution on each unit may decrease;
	•	the relative voting strength of each previously outstanding unit may be diminished; and
	•	the market price of the common units may decline.

	Our general partner has a limited call right that may require common unitholders to sell their units at an undesirable time or price.

	Common unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business.

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	A large number of our outstanding common units may be sold in the market, which may depress the market price of our common units.

	The IRS could treat us as a corporation for tax purposes, which would substantially reduce the cash available for distribution to common unitholders.

	A successful IRS contest of the federal income tax positions we take may adversely impact the market for common units, and the costs of any contests will be borne by our unitholders and our general partner.

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	Common unitholders may be required to pay taxes even if they do not receive any cash distributions.

	Tax gain or loss on the disposition of common units could be different than expected.

	Tax-exempt entities, regulated investment companies and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

	We will treat each purchaser of common units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.

	Common unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of an investment in our common units.

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Year Ended December 31,																				Nine Months Ended
																				September 30,
1999				2000				2001				2002				2003				2004
	5.8				6.4				5.1				2.1				2.0				2.5

	•	pre-tax income or loss from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees;
	•	plus fixed charges;
	•	plus distributed income of equity investees;
	•	less capitalized interest; and
	•	less minority interest in pre-tax income of subsidiaries that have not incurred fixed charges.

	•	interest expensed and capitalized, including amortized premiums, discounts and capitalized expenses related to indebtedness; and
	•	an estimate of the interest within rental expenses.

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	•	the form and title of the debt securities;
	•	the total principal amount of the debt securities;
	•	the portion of the principal amount which will be payable if the maturity of the debt securities is accelerated;
	•	the currency or currency unit in which the debt securities will be paid, if not U.S. dollars;
	•	any right we may have to defer payments of interest by extending the dates payments are due whether interest on those deferred amounts will be payable as well;
	•	the dates on which the principal of the debt securities will be payable;
	•	the interest rate which the debt securities will bear and the interest payment dates for the debt securities;
	•	any optional redemption provisions;
	•	any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
	•	any changes to or additional Events of Default or covenants;
	•	whether the debt securities are to be issued as Registered Securities or Bearer Securities or both; and any special provisions for Bearer Securities;
	•	the subordination, if any, of the debt securities and any changes to the subordination provisions of the Indenture; and
	•	any other terms of the debt securities.

	•	Bearer Securities;
	•	debt securities with respect to which payments of principal, premium or interest are determined with reference to an index or formula, including changes in prices of particular securities, currencies or commodities;
	•	debt securities with respect to which principal, premium or interest is payable in a foreign or composite currency;

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	•	debt securities that are issued at a discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates; and
	•	variable rate debt securities that are exchangeable for fixed rate debt securities.

	(1) all current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt); and

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	(2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets,

	(1) liens upon rights-of-way for pipeline purposes;
	(2) any statutory or governmental lien or lien arising by operation of law, or any mechanics’, repairmen’s, materialmen’s, suppliers’, carriers’, landlords’, warehousemen’s or similar lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction, development, improvement or repair; or any right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property;
	(3) liens for taxes and assessments which are (a) for the then current year, (b) not at the time delinquent, or (c) delinquent but the validity or amount of which is being contested at the time by the Guarantor or any Subsidiary in good faith by appropriate proceedings;
	(4) liens of, or to secure performance of, leases, other than capital leases; or any lien securing industrial development, pollution control or similar revenue bonds;
	(5) any lien upon property or assets acquired or sold by the Guarantor or any Subsidiary resulting from the exercise of any rights arising out of defaults on receivables;
	(6) any lien in favor of the Guarantor or any Subsidiary; or any lien upon any property or assets of the Guarantor or any Subsidiary in existence on the date of the execution and delivery of the Indenture;
	(7) any lien in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, to secure partial, progress, advance, or other payments pursuant to any contract or statute, or any debt incurred by the Guarantor or any Subsidiary for the purpose of financing all or any part of the purchase price of, or the cost of constructing, developing, repairing or improving, the property or assets subject to such lien;
	(8) any lien incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations;
	(9) liens in favor of any person to secure obligations under provisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by any governmental authority in connection with any contract or statute; or any lien upon or deposits of any assets to secure performance of bids, trade contracts, leases or statutory obligations;
	(10) any lien upon any property or assets created at the time of acquisition of such property or assets by the Guarantor or any Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year after the date of such acquisition; or any lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any such purpose;
	(11) any lien upon any property or assets existing thereon at the time of the acquisition thereof by the Guarantor or any Subsidiary and any lien upon any property or assets of a person existing

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	thereon at the time such person becomes a Subsidiary by acquisition, merger or otherwise; provided that, in each case, such lien only encumbers the property or assets so acquired or owned by such person at the time such person becomes a Subsidiary;
	(12) liens imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and liens which secure a judgment or other court-ordered award or settlement as to which the Guarantor or the applicable Subsidiary has not exhausted its appellate rights;
	(13) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refunding or replacements) of liens, in whole or in part, referred to in clauses (1) through (12) above; provided, however, that any such extension, renewal, refinancing, refunding or replacement lien shall be limited to the property or assets covered by the lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal, refinancing, refunding or replacement lien shall be in an amount not greater than the amount of the obligations secured by the lien extended, renewed, refinanced, refunded or replaced and any expenses of the Guarantor and its Subsidiaries (including any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or
	(14) any lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing debt of the Guarantor or any Subsidiary.

	(1) any pipeline assets of the Guarantor or any Subsidiary, including any related facilities employed in the transportation, distribution, storage or marketing of refined petroleum products, natural gas liquids, and petrochemicals, that are located in the United States of America or any territory or political subdivision thereof; and
	(2) any processing or manufacturing plant or terminal owned or leased by the Guarantor or any Subsidiary that is located in the United States or any territory or political subdivision thereof,

	(a) any such assets consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles; and
	(b) any such assets, plant or terminal which, in the opinion of the board of directors of the general partner of the Issuer, is not material in relation to the activities of the Issuer or of the Guarantor and its Subsidiaries taken as a whole.

	(1) the Issuer; or
	(2) any corporation, association or other business entity of which more than 50% of the total voting power of the equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or any partnership of which more than 50% of the partners’ equity interests (considering all partners’ equity interests as a single class) is, in each case, at the time owned or controlled, directly or indirectly, by the Guarantor, the Issuer or one or more of the other Subsidiaries of the Guarantor or the Issuer or combination thereof.

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	(1) such Sale-Leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject thereto or the date of the completion of construction, development or substantial repair or improvement, or commencement of full operations on such Principal Property, whichever is later;
	(2) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years;
	(3) the Guarantor or such Subsidiary would be entitled to incur debt secured by a lien on the Principal Property subject thereto in a principal amount equal to or exceeding the Attributable Indebtedness from such Sale-Leaseback Transaction without equally and ratably securing the debt securities; or
	(4) the Guarantor or such Subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption, reduction or retirement of any debt of the Guarantor or any Subsidiary that is not subordinated to the debt securities, or (b) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of business of the Guarantor or its Subsidiaries.

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	(1) the entity surviving any such consolidation or merger or to which such assets shall have been transferred (the “successor”) is either the Guarantor or the Issuer, as applicable, or the successor is a domestic partnership, limited liability company or corporation and expressly assumes all the Guarantor’s or the Issuer’s, as the case may be, obligations and liabilities under the Indenture and the debt securities (in the case of the Issuer) and the Guarantee (in the case of the Guarantor);
	(2) immediately after giving effect to the transaction no Default or Event of Default has occurred and is continuing; and
	(3) the Issuer and the Guarantor have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer complies with the Indenture.

	(1) default in any payment of interest on any debt securities of that series when due, continued for 30 days;
	(2) default in the payment of principal of or premium, if any, on any debt securities of that series when due at its stated maturity, upon optional redemption, upon declaration or otherwise;
	(3) failure by the Guarantor or the Issuer to comply for 60 days after notice with its other agreements contained in the Indenture;
	(4) certain events of bankruptcy, insolvency or reorganization of the Issuer or the Guarantor (the “bankruptcy provisions”); or
	(5) the Guarantee ceases to be in full force and effect or is declared null and void in a judicial proceeding or the Guarantor denies or disaffirms its obligations under the Indenture or the Guarantee.

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	(1) such holder has previously given the Trustee notice that an Event of Default with respect to the debt securities of that series is continuing;
	(2) holders of at least 25% in principal amount of the outstanding debt securities of that series have requested the Trustee to pursue the remedy;
	(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;
	(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
	(5) the holders of a majority in principal amount of the outstanding debt securities of that series have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

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	(1) reduce the percentage in principal amount of debt securities whose holders must consent to an amendment;
	(2) reduce the stated rate of or extend the stated time for payment of interest on any debt securities;
	(3) reduce the principal of or extend the stated maturity of any debt securities;
	(4) reduce the premium payable upon the redemption of any debt securities or change the time at which any debt securities may be redeemed;
	(5) make any debt securities payable in money other than that stated in the debt securities;
	(6) impair the right of any holder to receive payment of, premium, if any, principal of and interest on such holder’s debt securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s debt securities;
	(7) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions;
	(8) release any security that may have been granted in respect of the debt securities; or
	(9) release the Guarantor or modify the Guarantee in any manner adverse to the holders.

	(1) cure any ambiguity, omission, defect or inconsistency;
	(2) provide for the assumption by a successor of the obligations of the Guarantor or the Issuer under the Indenture;
	(3) provide for uncertificated debt securities in addition to or in place of certificated debt securities (provided that the uncertificated debt securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated debt securities are described in Section 163(f)(2)(B) of the Code);
	(4) add or release guarantees by any Subsidiary with respect to the debt securities, in either case as provided in the Indenture;
	(5) secure the debt securities or a guarantee;
	(6) add to the covenants of the Guarantor or the Issuer for the benefit of the holders or surrender any right or power conferred upon the Guarantor or the Issuer;
	(7) make any change that does not adversely affect the rights of any holder;

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	(8) comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; and
	(9) issue any other series of debt securities under the Indenture.

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	•	delivers all outstanding debt securities of that series to the Trustee for cancellation; or
	•	all such debt securities not so delivered for cancellation have either become due and payable or will become due and payable at their stated maturity within one year or are called for redemption within one year, and in the case of this bullet point the Issuer has deposited with the Trustee in trust an amount of cash sufficient to pay the entire indebtedness of such debt securities, including interest to the stated maturity or applicable redemption date.

	•	upon any payment of distribution of our assets of the Issuer to its creditors;
	•	upon a total or partial liquidation or dissolution of the Issuer; or
	•	in a bankruptcy, receivership or similar proceeding relating to the Issuer or its property.

	•	make any payments of principal, premium, if any, or interest with respect to subordinated debt securities;
	•	make any deposit for the purpose of defeasance of the subordinated debt securities; or
	•	repurchase, redeem or otherwise retire any subordinated debt securities, except that in the case of subordinated debt securities that provide for a mandatory sinking fund, we may deliver subordinated debt securities to the Trustee in satisfaction of our sinking fund obligation,

	•	the default has been cured or waived and the declaration of acceleration has been rescinded;
	•	the Senior Indebtedness has been paid in full in cash; or

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	•	the Issuer and the Trustee receive written notice approving the payment from the representatives of each issue of “Designated Senior Indebtedness.”

	•	by written notice from the person or persons who gave the Blockage Notice;
	•	by repayment in full in cash of the Senior Indebtedness with respect to which the Blockage Notice was given; or
	•	if the default giving rise to the Payment Blockage Period is no longer continuing.

	•	DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

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	•	DTC holds securities that its participants deposit with DTC and facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities, through electronic computerized book-entry changes in direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates.
	•	Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.
	•	DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc.
	•	Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
	•	The rules applicable to DTC and its direct and indirect participants are on file with the Commission.

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	Our outstanding common units are listed on the NYSE under the symbol “EPD.” Any additional common units we issue will also be listed on the NYSE.
	The transfer agent and registrar for our common units is Mellon Investor Services LLC.

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	•	a current list of the name and last known address of each partner;
	•	a copy of our tax returns;
	•	information as to the amount of cash and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;
	•	copies of our partnership agreement, our certificate of limited partnership, amendments to either of them and powers of attorney which have been executed under our partnership agreement;
	•	information regarding the status of our business and financial condition; and
	•	any other information regarding our affairs as is just and reasonable.

	•	less the amount of cash reserves that is necessary or appropriate in the reasonable discretion of the general partner to:

	•	provide for the proper conduct of our business;
	•	comply with applicable law or any debt instrument or other agreement (including reserves for future capital expenditures and for our future credit needs); or
	•	provide funds for distributions to unitholders and our general partner in respect of any one or more of the next four quarters;

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	•	plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our credit facilities and in all cases are used solely for working capital purposes or to pay distributions to partners.

	•	our cash balance on July 31, 1998, the closing date of our initial public offering of common units (excluding $46.5 million to fund certain capital commitments existing at such closing date); plus
	•	all of our cash receipts since the closing of our initial public offering, excluding cash from interim capital transactions such as borrowings that are not working capital borrowings, sales of equity and debt securities and sales or other disposition of assets for cash, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of normal retirements or replacements of assets; plus
	•	up to $60.0 million of cash from interim capital transactions; plus
	•	working capital borrowings made after the end of a quarter but before the date of determination of operating surplus for the quarter; less
	•	all of our operating expenditures since the closing of our initial public offering, including the repayment of working capital borrowings, but not the repayment of other borrowings, and including maintenance capital expenditures; less
	•	the amount of cash reserved that we deem necessary or advisable to provide funds for future operating expenditures.

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	•	first, 98% to all common unitholders, pro rata and 2% to the general partner, until there has been distributed in respect of each unit an amount equal to the minimum quarterly distribution of $0.225; and
	•	thereafter, in the manner described in “Incentive Distributions” below.

	•	first, 98% to all common unitholders, pro rata, and 2% to the general partner, until the common unitholders have received a total of $0.253 for such quarter in respect of each outstanding unit (the “First Target Distribution”);
	•	second, 85% to all common unitholders, pro rata, and 15% to the general partner, until the unitholders have received a total of $0.3085 for such quarter in respect of each outstanding unit (the “Second Target Distribution”); and
	•	thereafter, 75% to all common unitholders, pro rata, and 25% to the general partner.

	•	first, 98% to all common unitholders, pro rata, and 2% to the general partner, until we have distributed, in respect of each outstanding common unit issued in our initial public offering, available cash from capital surplus in an aggregate amount per common unit equal to the initial unit price of $11.00; and
	•	thereafter, all distributions of available cash from capital surplus will be distributed as if they were from operating surplus.

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	•	the minimum quarterly distribution;
	•	the target distribution levels; and
	•	the unrecovered initial common unit price.

	•	first, to the general partner and the holders of common units having negative balances in their capital accounts to the extent of and in proportion to such negative balances:
	•	second, 98% to the holders of common units, pro rata, and 2% to the general partner, until the capital account for each common unit is equal to the sum of

	•	the unrecovered capital in respect of such common unit; plus
	•	the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs.

	•	third, 98% to all common unitholders, pro rata, and 2% to the general partner, until there has been allocated under this paragraph third an amount per unit equal to:

	•	the sum of the excess of the First Target Distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less
	•	the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that were distributed 98% to the unitholders, pro rata, and 2% to the general partner for each quarter of our existence;

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	•	fourth, 85% to all common unitholders, pro rata, and 15% to the general partner, until there has been allocated under this paragraph fourth an amount per unit equal to:

	•	the sum of the excess of the Second Target Distribution per unit over the First Target Distribution per unit for each quarter of our existence; less
	•	the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the First Target Distribution per unit that were distributed 85% to the unitholders, pro rata, and 15% to the general partner for each quarter of our existence; and

	•	thereafter, 75% to all common unitholders, pro rata, and 25% to the general partner.

	•	first, 98% to the holders of common units in proportion to the positive balances in their respective capital accounts and 2% to the general partner, until the capital accounts of the common unitholders have been reduced to zero; and
	•	thereafter, 100% to the general partner.

	•	distributions of our available cash are described under “Cash Distribution Policy”;
	•	rights of holders of common units are described under “Description of Our Common Units”; and
	•	allocations of taxable income and other matters are described under “Tax Consequences.”

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	•	the merger of our partnership or a sale, exchange or other disposition of all or substantially all of our assets;
	•	the withdrawal of our general partner prior to December 31, 2008 (requires a majority of the units outstanding, excluding units held by our general partner and its affiliates);
	•	the removal of our general partner (requires 64% of the outstanding units, including units held by our general partner and its affiliates);
	•	the election of a successor general partner;
	•	the dissolution of our partnership or the reconstitution of our partnership upon dissolution;
	•	approval of certain actions of our general partner (including the transfer by the general partner of its general partner interest under certain circumstances); and
	•	certain amendments to the partnership agreement, including any amendment that would cause us to be treated as an association taxable as a corporation.

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	•	a change in our names, the location of our principal place of business, our registered agent or our registered office;
	•	the admission, substitution, withdrawal or removal of partners;
	•	a change to qualify or continue our qualification as a limited partnership or a partnership in which our limited partners have limited liability under the laws of any state or to ensure that neither we, our operating partnership, nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;
	•	a change that does not adversely affect our limited partners in any material respect;
	•	a change to (i) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute or (ii) facilitate the trading of our limited partner interests or comply with any rule, regulation, guideline or requirement of any national securities exchange on which our limited partner interests are or will be listed for trading;
	•	a change in our fiscal year or taxable year and any changes that are necessary or advisable as a result of a change in our fiscal year or taxable year;
	•	an amendment that is necessary to prevent us, or our general partner or its directors, officers, trustees or agents from being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended;
	•	an amendment that is necessary or advisable in connection with the authorization or issuance of any class or series of our securities;
	•	any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;
	•	an amendment effected, necessitated or contemplated by a merger agreement approved in accordance with our partnership agreement;
	•	an amendment that is necessary or advisable to reflect, account for and deal with appropriately our formation of, or investment in, any corporation, partnership, joint venture, limited liability company or other entity other than our operating partnership, in connection with our conduct of activities permitted by our partnership agreement;
	•	a merger or conveyance to effect a change in our legal form; or
	•	any other amendments substantially similar to the foregoing.

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	•	first, towards the payment of all of our creditors and the creation of a reserve for contingent liabilities; and
	•	then, to all partners in accordance with the positive balance in the respective capital accounts.

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	•	any units held by a person that owns 20% or more of any class of units then outstanding, other than our general partner and its affiliates, cannot be voted on any matter; and
	•	the partnership agreement contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

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	(1) the treatment of a unitholder whose common units are loaned to a short seller to cover a short sale of common units (please read “— Tax Consequences of Unit Ownership — Treatment of Short Sales”);
	(2) whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read “— Disposition of Common Units — Allocations Between Transferors and Transferees”); and
	(3) whether our method for depreciating Section 743 adjustments is sustainable (please read “— Tax Consequences of Unit Ownership — Section 754 Election”).

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	(a) Neither we nor the Operating Partnership will elect to be treated as a corporation; and
	(b) For each taxable year, more than 90% of our gross income will be income that Vinson & Elkins L.L.P. has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code.

	(a) assignees who have executed and delivered transfer applications, and are awaiting admission as limited partners, and

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(b) unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their common units, will be treated as partners of the Company for federal income tax purposes. As there is no direct authority addressing assignees of common units who are entitled to execute and deliver transfer applications and thereby become entitled to direct the exercise of attendant rights, but who fail to execute and deliver transfer applications, Vinson & Elkins L.L.P.’s opinion does not extend to these persons. Furthermore, a purchaser or other transferee of common units who does not execute and deliver a transfer application may not receive some federal income tax information or reports furnished to record holders of common units unless the common units are held in a nominee or street name account and the nominee or broker has executed and delivered a transfer application for those common units.

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	•	interest on indebtedness properly allocable to property held for investment;
	•	our interest expense attributed to portfolio income; and
	•	the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

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	•	his relative contributions to us;
	•	the interests of all the partners in profits and losses;
	•	the interest of all the partners in cash flow and other nonliquidating distributions; and
	•	the rights of all the partners to distributions of capital upon liquidation.

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	•	any of our income, gain, loss or deduction with respect to those units would not be reportable by the unitholder;
	•	any cash distributions received by the unitholder as to those units would be fully taxable; and
	•	all of these distributions would appear to be ordinary income.

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	•	a short sale;
	•	an offsetting notional principal contract; or
	•	a futures or forward contract with respect to the partnership interest or substantially identical property.

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	(a) the name, address and taxpayer identification number of the beneficial owner and the nominee;
	(b) whether the beneficial owner is

	(1) a person that is not a United States person,
	(2) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing, or
	(3) a tax-exempt entity;

	(c) the amount and description of units held, acquired or transferred for the beneficial owner; and
	(d) specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.

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	(1) for which there is, or was, “substantial authority,” or
	(2) as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

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		Number and %								Number and %
		of Outstanding								of Outstanding
		Common Units								Common Units
		Beneficially Owned				Number of				Owned after
		Prior to Completion				Common Units				Completion of
Name of Selling Unitholder		of Offering				Offered Hereunder				Offering
Shell US Gas & Power LLC			36,572,122				36,572,122				-0-
			9.6	%
Kayne Anderson MLP Investment Company			5,228,093				4,427,878				800,215
			1.4	%							0.2	%

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	•	the exclusive right, but not the obligation in all cases, to process substantially all of Shell’s Gulf of Mexico natural gas production; plus
	•	the exclusive right, but not the obligation in all cases, to process all natural gas production from leases dedicated by Shell for the life of such leases; plus
	•	the right to all title, interest and ownership in the mixed NGL stream extracted by our gas processing plants from Shell’s natural gas production from such leases; with
	•	the obligation to re-deliver to Shell the natural gas stream after any mixed NGLs are extracted.

		For the Nine Months				For the Year Ended December 31,
		Ended September 30,
		2004				2003				2002				2001
Revenues from consolidated operations from Shell		$	397,805			$	293,109			$	282,820			$	333,333
Operating costs and expenses paid to Shell		$	536,284			$	607,277			$	531,712			$	705,440

	•	the names of any underwriters, dealers or agents;
	•	the offering price;
	•	underwriting discounts;
	•	sales agents’ commissions;
	•	other forms of underwriter or agent compensation;
	•	discounts, concessions or commissions that underwriters may pass on to other dealers; and
	•	any exchange on which the common units or debt securities are listed.

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	•	a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	•	purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
	•	exchange distributions and/or secondary distributions;

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	•	underwritten transactions;
	•	ordinary brokerage transactions and transactions in which the broker solicits purchasers; and
	•	direct sales or privately negotiated transactions.

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	•	Our Annual Report on Form 10-K for the year ended December 31, 2003 except for Items 1, 2, 7 and 8, which have been superseded by the Current Report on Form 8-K filed with the Commission on December 6, 2004, Commission File No. 1-14323;
	•	Our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 15, 2005, Commission File No. 1-14323;
	•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004, Commission File Nos. 1-14323;
	•	Current Reports on Form 8-K filed with the Commission on December 15, 2003, January 6, 2004, February 10, 2004, March 22, 2004, April 16, 2004, April 20, 2004, April 21, 2004, April 26, 2004, April 27, 2004, May 3, 2004, July 29, 2004, August 2, 2004, August 5, 2004, August 11, 2004, August 30, 2004, September 1, 2004, September 7, 2004, September 8, 2004, September 14, 2004, September 17, 2004, September 21, 2004, September 27, 2004, September 28, 2004, October 1, 2004, October 6, 2004, October 27, 2004, December 6, 2004, December 15, 2004, January 4, 2005, January 18, 2005, February 11, 2005, February 14, 2005, February 16, 2005, March 3, 2005 and March 23, 2005, Commission File Nos. 1-14323;
	•	Current Report on Form 8-K filed with the Commission on June 16, 2004, as amended by the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on August 4, 2004, Commission File Nos. 1-14323;
	•	Current Report on Form 8-K filed with the Commission on August 2, 2004, as amended by the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on August 5, 2004, Commission File Nos. 1-14323;
	•	Current Report on Form 8-K filed with the Commission on September 30, 2004, as amended by the Current Reports on Form 8-K/A filed with the Commission on October 5, 2004 (Amendment No. 1), October 18, 2004 (Amendment No. 2), December 3, 2004 (Amendment No. 3), December 6, 2004 (Amendment No. 4) and December 27, 2004 (Amendment No. 5), Commission File Nos. 1-14323; and
	•	Current Report on Form 8-K (containing the description of our common units, which description amends and restates the description of our common units contained in the Registration Statement on Form 8-A, initially filed with the Commission on July 21, 1998) filed with the Commission on February 10, 2004, Commission File No. 1-14323.

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	•	fluctuations in oil, natural gas and NGL prices and production due to weather and other natural and economic forces;
	•	a reduction in demand for our products by the petrochemical, refining or heating industries;
	•	the effects of our debt level on our future financial and operating flexibility;
	•	a decline in the volumes of NGLs delivered by our facilities;
	•	the failure of our credit risk management efforts to adequately protect us against customer non-payment;
	•	terrorist attacks aimed at our facilities;
	•	the failure to successfully integrate our operations with GulfTerra’s or any other companies we acquire; and
	•	the failure to realize the anticipated cost savings, synergies and other benefits of our merger with GulfTerra.

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