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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
WILLIAMS RANDA DUNCAN
(Last) (First) (Middle)
1100 LOUISIANA STREET
SUITE 1000
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2010 		3. Issuer Name and Ticker or Trading Symbol
Duncan Energy Partners L.P. [ DEP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units Representing Limited Partnership Interests 33,783,587 I(1) By GTM(2)(3)
Common Units Representing Limited Partnership Interests 99,453 I(1) By EPCO Holdings(4)
Common Units Representing Limited Partnership Interests 4,500 I(1) By Spouse(5)
Common Units Representing Limited Partnership Interests 2,000 I(1) Jointly with Spouse(6)
Common Units Representing Limited Partnership Interests 5,000 I(1) By A&W Ltd.(7)(8)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Following the death of Dan L. Duncan on March 29, 2010, beneficial ownership was acquired by the reporting person due to the reporting person becoming a voting trustee pursuant to the Dan Duncan LLC Voting Trust Agreement and the EPCO, Inc. Voting Trust Agreement, the voting trustees' control of Dan Duncan LLC ("Duncan LLC") and Enterprise Products Company (formerly named EPCO, Inc., "EPCO"), and the reporting person's pecuniary interest in the estate of Dan L. Duncan (the "Estate"). The reporting person disclaims beneficial ownership of the securities held by EPCO, Duncan LLC or their controlled affiliates and her spouse other than to the extent of her pecuniary interest.
2. These common units are owned directly by Enterprise GTM Holdings LP ("GTM"). Enterprise Products Operating LLC ("EPO") owns a 99% limited partner interest in GTM and Enterprise GTMGP, LLC ("GTMGP") owns a 1% general partner interest. GTMGP is a wholly owned subsidiary of Enterprise Products GTM, LLC, which is a wholly owned subsidiary of EPO. EPO is an indirect wholly owned subsidiary of Enterprise Products Partners LP ("EPD") . The general partner of EPD is Enterprise Products GP, LLC ("EPD GP"), which is a wholly owned subsidiary of Enterprise GP Holdings LP ("EPE"). EPD GP owns a 2% general partner interest and related incentive distribution rights in EPD, and EPE owns approximately 3% of the outstanding common units of EPD as of April 8, 2010. The general partner of EPE is EPE Holdings, LLC ("EPE GP"). Duncan LLC owns all the member interests of EPE GP. The Estate owns a beneficial interest in all of the member interests of Duncan LLC. The Estate, Duncan LLC and other
3. (continued from footnote 2) affiliates of the Estate also collectively own approximately 78% of the outstanding units of EPE as of April 8, 2010.
4. These common units are owned directly by EPCO Holdings, Inc. ("EPCO Holdings"), an indirect, wholly owned subsidiary of EPCO. The Estate owns beneficial interest of 50.427% of the voting stock of EPCO.
5. These common units are owned by Ms. Williams' spouse.
6. These common units are jointly owned by Ms. Williams and her spouse.
7. These common units are owned directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams.
8. The power of attorney under which this form was signed is attached.
Remarks:
/s/Stephanie C. Hildebrandt, Attorney-in-Fact on behalf of Randa Duncan Williams 04/08/2010
** 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 5 (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 I, Randa Duncan Williams, have
made, constituted, and appointed, and by this document do make, constitute, and
appoint Richard H. Bachmann, Stephanie C. Hildebrandt, Christopher S. Wade, and
Wendi S. Bickett, of the County of Harris, State of Texas, whose signatures are:



___________/s/Richard H. Bachmann_______________________
Richard H. Bachmann, Attorney-in-Fact


________/s/Stephanie C. Hildebrandt__________________________
Stephanie C. Hildebrandt, Attorney-in-Fact


__________/s/Christopher S. Wade________________________
Christopher S. Wade, Attorney-in-Fact


________/s/Wendi S. Bickett__________________________
Wendi S. Bickett, Attorney-in-Fact

or any of them, signing singly, my true and lawful attorney-in-fact, and in my
name, place, and stead to:

1.	Execute, deliver and file on behalf of the undersigned, in the undersigned's
capacity as an officer and/or a director of DEP Holdings, LLC, the sole general
partner of Duncan Energy Partners L.P. (the "Company"), and/or as a 10%
beneficial owner of 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 I 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 7th day of April, 2010.


__/s/ Randa Duncan Williams________________________________
	Randa Duncan Williams