1061219--2/27/2006--ENTERPRISE_PRODUCTS_PARTNERS_L

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A decrease in demand for NGL products by the petrochemical, refining or heating industries could materially adversely affect our results of operations, cash flows and financial position. We face competition from third parties in our midstream businesses. Our future debt level may limit our future financial and operating flexibility. We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for investment opportunities. Our growth strategy may adversely affect our results of operations if we do not successfully integrate the businesses that we acquire or if we substantially increase our indebtedness and contingent liabilities to make acquisitions. Our growth strategy may adversely affect our results of operations if we do not successfully integrate the businesses that we acquire or if we substantially increase our indebtedness and contingent liabilities to make acquisitions. Our operating cash flows from our capital projects may not be immediate. Our actual construction, development and acquisition costs could exceed forecasted amounts. Substantially all of the common units in us that are owned by EPCO and its affiliates are pledged as security under EPCO s credit facility. Additionally, all of the member interests in our general partner and all of the common units in us that are owned by Enterprise GP Holdings are pledged under its credit facility. Upon an event of default under either of these credit facilities, a change in ownership or control of us could ultimately result. The credit and risk profile of our general partner and its owners could adversely affect our credit ratings and profile. The interruption of distributions to us from our subsidiaries and joint ventures may affect our ability to satisfy our obligations and to make distributions to our partners. We may be unable to cause our joint ventures to take or not to take certain actions unless some or all of our joint venture participants agree. A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flow and, accordingly, affect the market price of our common units. An impairment of goodwill and intangible assets could reduce our earnings. Increases in interest rates could materially adversely affect our business, results of operations, cash flows and financial condition. The use of derivative financial instruments could result in material financial losses by us. Our pipeline integrity program may impose significant costs and liabilities on us. Environmental costs and liabilities and changing environmental regulation could materially affect our results of operations, cash flows and financial condition. Federal, state or local regulatory measures could materially adversely affect our business, results of operations, cash flows and financial condition. Terrorist attacks aimed at our facilities could adversely affect our business, results of operations, cash flows and financial condition. We depend on the leadership and involvement of Dan L. Duncan and other key personnel for the success of our and our subsidiaries businesses. Some of our executive officers and directors face potential conflicts of interest in managing our business. Risks Related to Our Common Units as a Result of Our Partnership Structure We may issue additional securities without the approval of our common unitholders. We may not have sufficient cash from operations to pay distributions at the current level following establishment of cash reserves and payments of fees and expenses, including payments to Enterprise Products GP. We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future. Cost reimbursements and fees due to Enterprise Products GP may be substantial and will reduce our cash available for distribution to holders of our units. Enterprise Products GP and its affiliates have limited fiduciary responsibilities to, and conflicts of interest with respect to, our partnership, which may permit it to favor its own interests to your detriment. Even if unitholders are dissatisfied, they cannot easily remove Enterprise Products GP. Enterprise Products GP has a limited call right that may require common unitholders to sell their units at an undesirable time or price. Our common unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business. A large number of our outstanding common units may be sold in the market, which may depress the market price of our common units. Tax Risks to Common Unitholders If we were to become subject to entity level taxation for federal or state tax purposes, then our cash available for distribution to our common unitholders would be substantially reduced. A successful IRS contest of the federal income tax positions we take may adversely impact the market for our common units, and the costs of any contests will be borne by our unitholders and our general partner. Even if our common unitholders do not receive any cash distributions from us, they will be required to pay taxes on their share of our taxable income. Tax gain or loss on the disposition of our common units could be different than expected Tax-exempt entities, regulated investment companies and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

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1061219--2/27/2006--ENTERPRISE_PRODUCTS_PARTNERS_L_P