1061219--2/29/2008--ENTERPRISE_PRODUCTS_PARTNERS_L

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{gas, price, oil}

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{acquisition, growth, future}

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A decline in the volume of natural gas, NGLs and crude oil delivered to our facilities could adversely affect our results of operations, cash flows and financial condition. 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 flexibility to obtain additional financing and pursue other business opportunities. We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for investment opportunities. Our operating cash flows from our capital projects may not be immediate. 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. Acquisitions that appear to be accretive may nevertheless reduce our cash from operations on a per unit basis. Our actual construction, development and acquisition costs could exceed forecasted amounts. Our construction of new assets is subject to regulatory, environmental, political, legal and economic risks, which may result in delays, increased costs or decreased cash flows. We may not be able to consummate future public offerings of Duncan Energy Partners debt and equity securities on terms that we expect or at all, which would result in less cash available for us to fund our capital spending program. 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. We are subject to strict regulations at many of our facilities regarding employee safety, and failure to comply with these regulations could adversely affect our ability to make distributions to you. 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 businesses. EPCO s employees may be subjected to conflicts in managing our business and the allocation of time and compensation costs between our business and the business of EPCO and its other affiliates. Risks Relating to 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 EPGP. 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 EPCO and its affiliates, including our general partner may be substantial and will reduce our cash available for distribution to holders of our units. EPGP 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. Unitholders have limited voting rights and are not entitled to elect our general partner or its directors, which could lower the trading price of our common units. In addition, even if unitholders are dissatisfied, they cannot easily remove our general partner. Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units. EPGP 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. Unitholders may have liability to repay distributions. Sales of a large number of our outstanding common units in the market may depress the market price of our common units. Our general partner s interest in us and the control of our general partner may be transferred to a third party without unitholder consent. Tax Risks to Common Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation or if we were to become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution to our common unitholders would be substantially reduced. The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. We prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. 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 and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them. We will treat each purchaser of our common units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units. Our common unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of an investment in our common units. The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination of our partnership for federal income tax purposes. We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between EPGP and our unitholders. The IRS may challenge this treatment, which could adversely affect the value of our common units.

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1061219--2/29/2008--ENTERPRISE_PRODUCTS_PARTNERS_L_P