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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BACHMANN RICHARD H   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) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 2727 NORTH LOOP WEST 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2005 (Street) HOUSTON, TX 77008 4. If Amendment, Date 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 (City) (State) (Zip) 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 Interests 05/24/2005   M(1)   20,000 A $ 7.75 109,362.786 (2) D   Common Units Representing Limited Partnership Intersts 05/24/2005   F   20,000 D $ 25.7232 89,362.786 D   Common Units Representing Limited Partnership Interests 05/25/2005   M(1)   20,000 A $ 7.75 109,362.786 D   Common Units Representing Limited Patnership Intnerests 05/25/2005   F   20,000 D $ 25.8848 89,362.786 D

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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 Underlying Securities (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 of Derivative Security: 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 #98-6

$ 7.75

05/24/2005

M(1)

20,000

04/16/2002

09/30/2009

Commn Units

20,000

$ 0

20,000

D

Employee Unit Options - Right to Buy #98-06

$ 7.75

05/25/2005

M(1)

20,000

04/16/2002

09/30/2009

Common Units

20,000

$ 0

0

D

Employee Unit Options - Right to Buy #98-95

$ 15.925

01/31/2004

01/21/2010

Common Units

40,000

40,000

D

Employee Unit Options - Right to Buy #98-95

$ 20

05/10/2008

05/10/2014

Common Units

35,000

35,000 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BACHMANN RICHARD H 2727 NORTH LOOP WEST HOUSTON, TX 77008	X		Executive Vice President

Signatures

John E. Smith, Attorney-in-Fact on behalf of Richard H. Bachmann		05/25/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Exercise of options under the Enterprise Products 1998 Employee Unit Option Plan.
(2)	Total includes 420.786 Common Units acquired by the reporting person in 2004 through the issuer's Employee Unit Purchase Plan.
(3)	The power of attorney under which this form was signed is attached as Exhibit 24.

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