For the three months ended March 31, 2009 and 2008.

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included in this report. The following information and such unaudited condensed consolidated financial statements should also be read in conjunction with the financial statements and related notes, together with our discussion and analysis of financial position and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2008. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP").

Key References Used in this Quarterly Report

Enterprise Products Partners L.P. is a publicly traded Delaware limited partnership, the common units of which are listed on the New York Stock Exchange ("NYSE") under the ticker symbol "EPD." Unless the context requires otherwise, references to "we," "us," "our," or "Enterprise Products Partners" are intended to mean the business and operations of Enterprise Products Partners L.P. and its consolidated subsidiaries.

References to "EPO" mean Enterprise Products Operating LLC, which is a wholly owned subsidiary of Enterprise Products Partners through which Enterprise Products Partners conducts substantially all of its business.

References to "Duncan Energy Partners" mean Duncan Energy Partners L.P., which is a consolidated subsidiary of EPO. Duncan Energy Partners is a publicly traded Delaware limited partnership, the common units of which are listed on the NYSE under the ticker symbol "DEP." References to "DEP GP" mean DEP Holdings, LLC, which is the general partner of Duncan Energy Partners and is wholly owned by EPO.

References to "EPGP" mean Enterprise Products GP, LLC, which is our general partner.

References to "Enterprise GP Holdings" mean Enterprise GP Holdings L.P., a publicly traded limited partnership, the units of which are listed on the NYSE under the ticker symbol "EPE." Enterprise GP Holdings owns EPGP. References to "EPE Holdings" mean EPE Holdings, LLC, which is the general partner of Enterprise GP Holdings.

References to "TEPPCO" mean TEPPCO Partners, L.P., a publicly traded limited partnership, the common units of which are listed on the NYSE under the ticker symbol "TPP." References to "TEPPCO GP" refer to Texas Eastern Products Pipeline Company, LLC, which is the general partner of TEPPCO and is wholly owned by Enterprise GP Holdings.

References to "Energy Transfer Equity" mean the business and operations of Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include Energy Transfer Partners, L.P. ("ETP"). Energy Transfer Equity is a publicly traded Delaware limited partnership, the common units of which are listed on the NYSE under the ticker symbol "ETE." The general partner of Energy Transfer Equity is LE GP, LLC ("LE GP"). Enterprise GP Holdings owns a noncontrolling interest in both LE GP and Energy Transfer Equity. Enterprise GP Holdings accounts for its investments in LE GP and Energy Transfer Equity using the equity method of accounting.

References to "Employee Partnerships" mean EPE Unit L.P. ("EPE Unit I"), EPE Unit II, L.P. ("EPE Unit II"), EPE Unit III, L.P. ("EPE Unit III"), Enterprise Unit L.P. ("Enterprise Unit") and EPCO Unit L.P. ("EPCO Unit"), collectively, all of which are privately-held affiliates of EPCO, Inc.

References to "EPCO" mean EPCO, Inc. and its wholly owned privately-held affiliates, which are related parties to all of the foregoing named entities.

We, EPO, Duncan Energy Partners, DEP GP, EPGP, Enterprise GP Holdings, EPE Holdings, TEPPCO and TEPPCO GP are affiliates under the common control of Dan L. Duncan, the Group Co-Chairman and controlling shareholder of EPCO.

As generally used in the energy industry and in this discussion, the identified terms have the following meanings:

                     /d       = per day
                     BBtus    = billion British thermal units
                     MBPD     = thousand barrels per day
                     MMBbls   = million barrels
                     MMBtus   = million British thermal units
                     Bcf      = billion cubic feet

Cautionary Note Regarding Forward-Looking Statements

This discussion contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by us and information currently available to us. When used in this document, words such as "anticipate," "project," "expect," "plan," "seek," "goal," "estimate," "forecast," "intend," "could," "should," "will," "believe," "may," "potential" and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give any assurances that such expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions as described in more detail in Item 1A "Risk Factors" included in our Annual Report on Form 10-K for 2008 and in Part II, Item 1A of this Quarterly Report. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. You should not put undue reliance on any forward-looking statements. The forward-looking statements in this Quarterly Report speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

Critical Accounting Policies and Estimates

A summary of the significant accounting policies we have adopted and followed in the preparation of our consolidated financial statements is included in our Annual Report on Form 10-K for the year ended December 31, 2008. Certain of these accounting policies require the use of estimates. As more fully described therein, the following estimates, in our opinion, are subjective in nature, require the exercise of judgment and involve complex analysis: depreciation methods and estimated useful lives of property, plant and equipment; measuring recoverability of long-lived assets and equity method investments; amortization methods and estimated useful lives of qualifying intangible assets; methods we employ to measure the fair value of goodwill; revenue recognition policies and use of estimates for revenues and expenses; reserves for environmental matters; and natural gas imbalances. These estimates are based on our current knowledge and understanding and may change as a result of actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial position, results of operations and cash flows.

Overview of Business

We are a North American midstream energy company providing a wide range of services to producers and consumers of natural gas, natural gas liquids ("NGLs"), crude oil and certain petrochemicals. In addition, we are an industry leader in the development of pipeline and other midstream energy infrastructure in the continental United States and Gulf of Mexico. We are a publicly traded Delaware limited partnership formed in 1998, the common units of which are listed on the NYSE under the ticker symbol "EPD."

Our midstream energy asset network links producers of natural gas, NGLs and crude oil from some of the largest supply basins in the United States, Canada and the Gulf of Mexico to domestic consumers and international markets. We have four reportable business segments: NGL Pipelines & Services; Onshore Natural Gas Pipelines & Services; Offshore Pipelines & Services; and Petrochemical Services. Our business segments are generally organized and managed according to the type of services rendered (or technologies employed) and products produced and/or sold.

We conduct substantially all of our business through EPO. We are owned 98% by our limited partners and 2% by our general partner, EPGP. EPGP is owned 100% by Enterprise GP Holdings.

Recent Developments

The following information highlights our significant developments since January 1, 2009 through the date of this filing.

Potential Business Combination Discussions with TEPPCO and Related Matters

On April 29, 2009, we announced the proposal to acquire all of the outstanding partnership interests of TEPPCO. The consideration proposed by us included 1.043 of our common units for each issued and outstanding TEPPCO unit and cash equal to $1.00 per TEPPCO unit. Based on the current number of outstanding TEPPCO units, this consideration for TEPPCO units would consist of an aggregate of approximately 109.5 million of our common units and $105.0 million in cash. This consideration would have represented $21.89 per unit, or a premium of approximately 4.8%, based on the 10-day average closing prices of TEPPCO units and our common units on March 6, 2009, the business day prior to the date on which we made this proposal to TEPPCO.

On April 29, 2009, we received notice from a special committee formed by TEPPCO to evaluate the proposed acquisition that it does not support the proposal in its current form; however, it would be willing to consider a revised proposal. We do not intend to comment further on discussions unless and until a definitive agreement is reached.

For information regarding lawsuits filed in connection with the proposed merger, see Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report.

Enterprise Products Partners Exits Texas Offshore Port System Partnership

In April 2009, we announced that our affiliate elected to dissociate, or exit from, the Texas Offshore Port System partnership and forfeit our investment and one-third ownership interest in the partnership. As a result, we expect to record a non-cash charge of $34.2 million against our earnings for the second quarter of 2009. For additional information see Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report.

Service Begins on Shenzi Crude Oil Export Pipeline

In April 2009, we announced that construction of our crude oil pipeline serving the Shenzi field in the Gulf of Mexico has been completed and is now transporting production from the deepwater discovery. The 83-mile pipeline has a capacity of 230 MBPD of crude oil and gives Shenzi producers access to the Cameron Highway Oil Pipeline and Poseidon Oil Pipeline systems, in which we have ownership interests and operate.

EPO Executes $200.0 Million Term Loan

In April 2009, EPO entered into a $200.0 Million Term Loan, which replaced its borrowing availability under the Yen Term Loan that matured on March 30, 2009. For additional information regarding this term loan, see Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report.

Service Begins on Sherman Extension Pipeline

In March 2009, we and Duncan Energy Partners announced that construction has been completed on the 174-mile Sherman Extension expansion of the Enterprise Texas Instrastate natural gas pipeline system which extends through the heart of the prolific Barnett Shale natural gas play of North Texas. The completion of the Sherman Extension adds 1.1 Bcf/d of incremental natural gas takeaway capacity from the region, while providing producers in the Barnett Shale and as far away as the Waha area of West Texas with greater flexibility to reach the most attractive natural gas markets.

Service Begins at Meeker II

In March 2009, we announced that operations commenced at our Meeker II natural gas processing plant in the Piceance Basin of Colorado. The Meeker II expansion doubles the natural gas processing capacity at the Meeker complex to 1.5 Bcf/d with the capability to extract up to 70 MBPD of NGLs.

Enterprise Products Partners Issues $225.6 million of Common Units

In January 2009, Enterprise Products Partners sold 10,590,000 common units representing limited partner interests (including an over-allotment of 990,000 common units) to the public at an offering price of $22.20 per unit. Net offering proceeds of $225.6 million were used to reduce borrowings outstanding under EPO's Multi-Year Revolving Credit Facility and for general partnership purposes.

Results of Operations

We have four reportable business segments: NGL Pipelines & Services, Onshore Natural Gas Pipelines & Services, Offshore Pipelines & Services and Petrochemical Services. Our business segments are generally organized and managed according to the type of services rendered (or technologies employed) and products produced and/or sold.

We evaluate segment performance based on the non-GAAP financial measure of gross operating margin. Gross operating margin (either in total or by individual segment) is an important performance measure of the core profitability of our operations. This measure forms the basis of our internal financial reporting and is used by management in deciding how to allocate capital resources among business segments. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results. The GAAP financial measure most directly comparable to total segment gross operating margin is operating income. Our non-GAAP financial measure of total segment gross operating margin should not be considered as an alternative to GAAP operating income.

Our consolidated gross operating margin amounts include the gross operating margin amounts of Duncan Energy Partners on a 100% basis. Volumetric data associated with the operations of Duncan Energy Partners are also included on a 100% basis in our consolidated statistical data.

For additional information regarding our business segments, see Note 11 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report.

Selected Price and Volumetric Data

The following table illustrates selected annual and quarterly industry index prices for natural gas, crude oil and selected NGL and petrochemical products for the periods presented.

                                                                              Polymer    Refinery
            Natural                             Normal              Natural    Grade      Grade
             Gas,    Crude   Ethane,  Propane, Butane,  Isobutane, Gasoline, Propylene, Propylene,
                      Oil,
            $/MMBtu $/barrel $/gallon $/gallon $/gallon  $/gallon  $/gallon   $/pound    $/pound
              (1)     (2)      (1)      (1)      (1)       (1)        (1)       (1)        (1)
   2008
1st Quarter   $8.03   $97.91    $1.01    $1.47    $1.80      $1.87     $2.12      $0.61      $0.54
2nd Quarter  $10.94  $123.88    $1.05    $1.70    $2.05      $2.08     $2.64      $0.70      $0.67
3rd Quarter  $10.25  $118.01    $1.09    $1.68    $1.97      $1.99     $2.52      $0.78      $0.66
4th Quarter   $6.95   $58.32    $0.42    $0.80    $0.90      $0.96     $1.09      $0.37      $0.22
   2008
 Averages     $9.04   $99.53    $0.89    $1.41    $1.68      $1.72     $2.09      $0.62      $0.52

   2009
1st Quarter   $4.91   $42.96    $0.36    $0.68    $0.87      $0.97     $0.96      $0.26      $0.20

(1) Natural gas, NGL, polymer grade propylene and refinery grade propylene prices represent an average of various commercial index prices including Oil Price Information Service ("OPIS") and Chemical Market Associates, Inc. ("CMAI"). Natural gas price is representative of Henry-Hub I-FERC. NGL prices are representative of Mont Belvieu Non-TET pricing. Refinery grade propylene represents a weighted-average of CMAI spot prices. Polymer-grade propylene represents average CMAI contract pricing.
(2) Crude oil price is representative of an index price for West Texas Intermediate.

The following table presents our material average throughput, production and processing volumetric data. These statistics are reported on a net basis, taking into account our ownership interests in certain joint ventures and reflect the periods in which we owned an interest in such operations. These statistics include volumes for newly constructed assets since the dates such assets were placed into service and for recently purchased assets since the date of acquisition.

                                                                      For the Three Months
                                                                        Ended March 31,
                                                                     2009                2008
NGL Pipelines & Services, net:
NGL transportation volumes (MBPD)                                         1,950            1,831
NGL fractionation volumes (MBPD)                                            432              423
Equity NGL production (MBPD)                                                114              104
Fee-based natural gas processing (MMcf/d)                                 3,104            2,669
Onshore Natural Gas Pipelines & Services, net:
Natural gas transportation volumes (BBtus/d)                              7,981            6,981
Offshore Pipelines & Services, net:
Natural gas transportation volumes (BBtus/d)                              1,542            1,936
Crude oil transportation volumes (MBPD)                                     126              206
Platform natural gas processing (MMcf/d)                                    777              830
Platform crude oil processing (MBPD)                                          3               21
Petrochemical Services, net:
Butane isomerization volumes (MBPD)                                          90               96
Propylene fractionation volumes (MBPD)                                       68               58
Octane additive production volumes (MBPD)                                     5                7
Petrochemical transportation volumes (MBPD)                                 106              115
Total, net:
NGL, crude oil and petrochemical transportation volumes
(MBPD)                                                                    2,182            2,152
Natural gas transportation volumes (BBtus/d)                              9,523            8,917
Equivalent transportation volumes (MBPD) (1)                              4,688            4,499

(1) Reflects equivalent energy volumes where 3.8 MMBtus of natural gas are equivalent to one barrel of NGLs.

Comparison of Results of Operations

The following table summarizes the key components of our results of operations
for the periods indicated (dollars in millions):

                                                                 For the Three Months
                                                                    Ended March 31,
                                                                  2009           2008
Revenues                                                       $   3,423.1     $ 5,684.5
Operating costs and expenses                                       3,041.3       5,311.2
General and administrative costs                                      23.0          21.2
Equity in earnings of unconsolidated affiliates                       13.4          14.6
Operating income                                                     372.2         366.7
Interest expense                                                     120.4          91.9
Provision for income taxes                                            15.2           3.7
Net income                                                           237.3         272.0
Net income attributable to Enterprise Products Partners L.P.         225.3         259.6

Our gross operating margin by segment and in total is as follows for the periods indicated (dollars in millions):

                                             For the Three Months
                                                Ended March 31,
                                              2009            2008
Gross operating margin by segment:
NGL Pipelines & Services                   $     342.8       $ 289.7
Onshore Natural Gas Pipelines & Services         116.0         109.9
Offshore Pipeline & Services                      61.3          81.6
Petrochemical Services                            28.6          41.0
Total segment gross operating margin       $     548.7       $ 522.2

For a reconciliation of non-GAAP gross operating margin to GAAP operating income and further to GAAP income before provision for income taxes, see "Other Items - Non-GAAP Reconciliations" included within this Item 2.

The following table summarizes the contribution to revenues from each business segment (including the effects of eliminations and adjustments) during the periods indicated (dollars in millions):

                                                   For the Three Months
                                                      Ended March 31,
                                                    2009           2008
NGL Pipelines & Services:
 Sales of NGLs                                   $   2,276.0     $ 4,051.2
 Sales of other petroleum and related products           0.5           0.7
 Midstream services                                    157.3         168.7
    Total                                            2,433.8       4,220.6
Onshore Natural Gas Pipelines & Services:
 Sales of natural gas                                  561.7         641.8
 Midstream services                                    104.1         118.5
    Total                                              665.8         760.3
Offshore Pipelines & Services:
 Sales of natural gas                                    0.3           0.5
 Sales of other petroleum and related products           0.2           2.6
 Midstream services                                     68.0          81.9
  Total                                                 68.5          85.0
Petrochemical Services:
 Sales of other petroleum and related products         229.5         596.3
 Midstream services                                     25.5          22.3
    Total                                              255.0         618.6
Total consolidated revenues                      $   3,423.1     $ 5,684.5

Comparison of Three Months Ended March 31, 2009 with Three Months Ended March 31, 2008

Revenues for the first quarter of 2009 were $3.42 billion compared to $5.68 billion for the first quarter of 2008. The $2.26 billion quarter-to-quarter decrease in consolidated revenues is primarily due to lower energy commodity sales prices during the first quarter of 2009 relative to the first quarter of 2008. Reduced energy commodity prices accounted for $2.22 billion of the quarter-to-quarter decrease in consolidated revenues associated with our NGL, natural gas and petrochemical marketing activities.

Operating costs and expenses were $3.04 billion for the first quarter of 2009 versus $5.31 billion for the first quarter of 2008. The $2.27 billion quarter-to-quarter decrease in consolidated operating costs and expenses is primarily due to lower cost of sales associated with our commodity marketing activities. The cost of sales of our marketing activities decreased $1.95 billion quarter-to-quarter primarily due to lower energy commodity prices. Likewise, the operating costs and expenses of our natural gas processing plants decreased $304.5 million quarter-to-quarter primarily due to lower energy commodity prices. General and administrative costs increased $1.8 million quarter-to-quarter.

Changes in our revenues and costs and expenses quarter-to-quarter are primarily explained by changes in energy commodity prices. The weighted-average indicative market price for NGLs was $0.66 per gallon during the first quarter of 2009 versus $1.49 per gallon during the first quarter of 2008 - a 56% decrease quarter-to-quarter. Our determination of the weighted-average indicative market price for NGLs is based on U.S. Gulf Coast prices for such products at Mont Belvieu, Texas, which is the primary industry hub for domestic NGL production. The market price of natural gas (as measured at Henry Hub) decreased 39% quarter-to-quarter to an average of $4.91 per MMBtu during the first quarter of 2009 versus $8.03 per MMBtu during the first quarter of 2008. See "Results of Operations - Selected Price and Volumetric Data" within this Item 2 for additional historical energy commodity pricing information.

Equity in earnings from our unconsolidated affiliates was $13.4 million for the first quarter of 2009 compared to $14.6 million for the first quarter of 2008, a $1.2 million quarter-to-quarter decrease. Our investments in White River Hub, LLC ("White River Hub") and Skelly-Belvieu Pipeline Company,

L.L.C. ("Skelly-Belvieu") contributed equity earnings of $0.9 million and $0.3 million, respectively, for the first quarter of 2009. The assets owned by White River Hub began commercial operations in December 2008. We acquired a 49% equity interest in Skelly-Belvieu during December 2008. Equity in earnings from our investment in Venice Energy Services Company, L.L.C. increased $4.3 million quarter-to-quarter primarily due to adjustments to repair expenses that we originally recorded during the first quarter of 2008. Collectively, equity earnings from our other equity investments decreased $6.7 million quarter-to-quarter primarily due to the lingering effects of Hurricanes Gustav and Ike on our offshore and south Louisiana investments during the first quarter of 2009.

Operating income for the first quarter of 2009 was $372.2 million compared to $366.7 million for the first quarter of 2008. Consolidated revenues and certain operating costs and expenses can fluctuate significantly due to changes in . . .