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 * PHILLIPS ROBERT G   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) President and CEO (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 1000 3. Date of Earliest Transaction (Month/Day/Year) 05/29/2007 (Street) HOUSTON, TX 77002 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 Intersts 05/29/2007   A   26,500 A $ 0 (1) 152,070 (2) D   Common Units Representing Limited Partnership Interests               942 I (3) By B.K. Phillips Trust Common Units Representing Limited Partnership Interests               951 I (3) By C.S. PhillipsTrust Common Units Representing Limited Partnership Interests               985 I (3) By C.V. Phillips Trust Common Units Representing Limited Partnership Interests               985 I (3) By C.P. Phillips Trust Common Units Representing Limited Partnership Interests               985 I (3) By M.B. Phillips Trust Common Units Representing Limited Partnership Interests               40 I (4) By B.K. Phillips 2000 Trust Common Units Representing Limited Partnership Interests               45 I (4) By C.S. Phillips 2000 Trust Common Units Representing Limited Partnership Interests               111 I (4) By C.V. Phillips 2000 Trust Common Units Representing Limited Partnership Interests               45 I (4) By C.P. Phillips 2000 Trust Common Units Representing Limited Partnership Interests               45 I (4) By M.B. Phillips 2000 Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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# O98-152

$ 30.96

05/29/2007

A

60,000

05/29/2011

05/29/2017

Common Units

60,000

$ 0

60,000

D (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PHILLIPS ROBERT G 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	X		President and CEO

Signatures

Richard H. Bachmann, Attorney-in-Fact, on behalf of Robert G. Phillips		05/30/2007
**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)	No consideration.
(2)	Includes common units granted to the Reporting Person that have restricted vesting dates.
(3)	These common units are held in a trust for the benefit of one of the reporting person's children. The reporting person's spouse is the trustee of the trust. The reporting person disclaims any beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4)	These common units are held in a trust for the benefit of one of the reporting person's children. The reporting person and the reporting person's spouse are co-trustees of the trust.
(5)	The power of attorney under which this form was signed is on file with the Commission.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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