SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FOWLER W RANDALL (Last) (First) (Middle) 2727 NORTH LOOP WEST (Street) HOUSTON TX 77008 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ENTERPRISE PRODUCTS PARTNERS L P [ EPD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President & Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 05/28/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units Representing Limited Partnership Intersts	05/28/2004		A		2,500	A	$0	18,780	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Unit Options - Right to Buy #98-33	$15.925							01/31/2004	01/31/2010	Common Units	20,000		20,000	D
Employee Unit Options - Right to Buy #98-104	$20							05/01/2008	05/10/2014	Common Units	10,000		30,000	D(1)

Explanation of Responses:

1. The power of attorney under which this form was signed is on file with the Commission.

Remarks:

	John E. Smith, Attorney-in-Fact, on behalf of W. Randall Fowler	06/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY



 KNOW ALL PERSONS BY THIS DOCUMENT:  That W. Randall Fowler has

 made, constituted, and appointed, and by this document does make,

 constitute, and appoint  RICHARD H. BACHMANN, MICHAEL A. CREEL and JOHN

 E. SMITH, of the County of Harris, State of Texas, whose signatures are:



     /s/ Richard H. Bachmann

            __________________________________

            Richard H. Bachmann, Attorney-in-Fact



     /s/ Michael A. Creel

                                        __________________________________

                                        Michael A. Creel, Attorney-in-Fact



     /s/ John E. Smith

                                        __________________________________

                                        John E. Smith, Attorney-in-Fact



or any of them, signing singly, its true and lawful attorney-in-fact, and in its

name, place, and stead to:



1. Execute, deliver and file on behalf of the undersigned, in the undersigned's

capacity as an officer of Enterprise Products GP, LLC, the sole general partner

of  Enterprise Products Partners L.P., (the "Company") any U.S. Securities and

Exchange Commission Form 3, 4 and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder with respect to

holdings of or trading in securities issued by the Company;



2. Do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4 or 5

and timely file such form or any amendment thereto with the United States

Securities and Exchange Commission and any stock exchange or similar authority;

and



3.  Take any other action of any type whatsoever in connection with or in

furtherance of the matters described in paragraphs 1 and 2 above which in the

opinion of its attorney-in-fact may be of benefit to, and in the best interest

of, or legally required by, the undersigned.



 Giving and granting to each such attorney-in-fact full power and

 authority to do and perform every act necessary and proper to be done in

 the exercise of the foregoing powers as fully as it might or could do if

 personally present, with full power of substitution and revocation,

 hereby ratifying and confirming all that such attorney-in-fact, or such

 attorney-in-fact's substitutes, shall lawfully do or cause to be done by

 virtue of this power of attorney and the rights and powers herein

 granted.  The undersigned acknowledges that each attorney-in-fact, in

 serving in such capacity at the request of the undersigned, is not

 assuming, nor is the Company assuming, any of the undersigned's

 responsibilities to comply with Section 16 of the Securities Exchange

 Act of 1934.



 This Power of Attorney shall remain in effect until the undersigned is

 no longer required to file Forms 3, 4 and 5 with respect to the

 undersigned's holdings of and transactions in securities issued by the

 Company, unless revoked by the undersigned in a signed writing delivered

 to each of  the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

 be executed as of this 13th  day of jULY, 2000.



     s/ W.Randall Fowler

     _____________________________

     W. RANDALL FOWLER