FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2000

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                For the transition period from _______ to _______


Commission file number: 333-93239-01

                       ENTERPRISE PRODUCTS OPERATING L.P.
             (Exact name of Registrant as specified in its charter)

               DELAWARE                                        76-0568219
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                              2727 NORTH LOOP WEST
                                 HOUSTON, TEXAS
                                   77008-1037
               (Address of principal executive offices) (Zip code)

                                 (713) 880-6500
               (Registrant's telephone number including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                 Yes _X_ No ___

No  common  equity  securities  of  Enterprise   Products  Operating  L.P.  (the
"Company")  are held by  non-affiliates  of the  Company.  The  Company is owned
98.9899% by its Parent and Limited Partner, Enterprise Products Partners L.P. (a
publicly-traded  master  limited  partnership  under  New  York  Stock  Exchange
("NYSE")  symbol  "EPD" (SEC File No.  1-14323)),  and  1.0101%  by its  General
Partner, Enterprise Products GP, LLC.

<PAGE>
               ENTERPRISE PRODUCTS OPERATING L.P. AND SUBSIDIARIES

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                         Page
                                                                                          No.
PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

ENTERPRISE PRODUCTS OPERATING L.P. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS:

<S>                                                                                        <C>
         Consolidated Balance Sheets,  March 31, 2000 and December 31, 1999                1

         Statements of Consolidated Operations
                  for the Three Months ended March 31, 2000 and 1999                       2

         Statements of Consolidated Cash Flows
                  for the Three Months ended March 31, 2000 and 1999                       3

         Notes to Unaudited Consolidated Financial Statements                              4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS                                                            13

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                       24

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.                                       26

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                 26

         Signature Page
</TABLE>



<PAGE>
                         PART 1. FINANCIAL INFORMATION.
                   ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

                       ENTERPRISE PRODUCTS OPERATING L.P.
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                MARCH 31,
                                                                                  2000         DECEMBER 31,
                                   ASSETS                                      (UNAUDITED)         1999
                                                                             ---------------------------------
CURRENT ASSETS
<S>                                                                               <C>               <C>
     Cash and cash equivalents                                                    $   49,736        $   5,159
     Accounts receivable - trade, net of allowance for doubtful accounts of
       $15,871 at December 31, 1999 and $15,926 at March 31, 2000                    320,355          262,348
     Accounts receivable - affiliates                                                 22,040           53,906
     Inventories                                                                      10,506           39,907
     Current maturities of participation in notes receivable from
       unconsolidated affiliate                                                        3,232            6,519
     Prepaid and other current assets                                                 11,659           14,459
                                                                             ---------------------------------
              Total current assets                                                   417,528          382,298
PROPERTY, PLANT AND EQUIPMENT, NET                                                   871,251          767,069
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES                             286,872          280,606
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION OF $1,345 AT
     DECEMBER 31, 1999 AND $2,204 AT MARCH 31, 2000                                   57,868           61,619
OTHER ASSETS                                                                           2,938            1,120
                                                                             =================================
              TOTAL                                                              $ 1,636,457      $ 1,492,712
                                                                             =================================

                      LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
     Current maturities of long-term debt                                            $     -       $  129,000
     Accounts payable - trade                                                         77,029           69,294
     Accounts payable - affiliate                                                     24,188           64,780
     Accrued gas payables                                                            280,373          233,360
     Accrued expenses                                                                  5,075           16,148
     Other current liabilities                                                         4,725           18,176
                                                                             ---------------------------------
              Total current liabilities                                              391,390          530,758
LONG-TERM DEBT                                                                       404,000          166,000
OTHER LONG-TERM LIABILITIES                                                            6,656              296
MINORITY INTEREST                                                                      1,069            1,032
COMMITMENTS AND CONTINGENCIES
PARTNERS' EQUITY
     Limited Partner                                                                 829,604          791,279
     General Partner                                                                   8,465            8,074
     Parent's Units acquired by Trust                                                 (4,727)          (4,727)
                                                                             ---------------------------------
              Total Partners' Equity                                                 833,342          794,626
                                                                             =================================
              TOTAL                                                              $ 1,636,457      $ 1,492,712
                                                                             =================================
</TABLE>
            See Notes to Unaudited Consolidated Financial Statements


                                       1
<PAGE>
                       ENTERPRISE PRODUCTS OPERATING L.P.
                      STATEMENTS OF CONSOLIDATED OPERATIONS
                                   (UNAUDITED)
                             (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS
                                                                               ENDED MARCH 31,
                                                                     -------------------------------------
                                                                            2000              1999
                                                                     -------------------------------------
REVENUES
<S>                                                                          <C>               <C>
Revenues from consolidated operations                                        $  746,281        $  147,314
Equity income in unconsolidated affiliates                                        7,443             1,563
                                                                     -------------------------------------
         Total                                                                  753,724           148,877
                                                                     -------------------------------------
COST AND EXPENSES
Operating costs and expenses                                                    672,906           133,809
Selling, general and administrative                                               5,384             3,000
                                                                     -------------------------------------
         Total                                                                  678,290           136,809
                                                                     -------------------------------------
OPERATING INCOME                                                                 75,434            12,068
                                                                     -------------------------------------
OTHER INCOME (EXPENSE)
Interest expense                                                                 (7,774)           (2,263)
Interest income from unconsolidated affiliates
Dividend income from unconsolidated affiliates                                    1,234                 -
Interest income - other                                                           1,481               284
Other, net                                                                         (363)               75
                                                                     -------------------------------------
          Other income  (expense)                                                (5,180)           (1,507)
                                                                     -------------------------------------
INCOME BEFORE MINORITY INTEREST
                                                                                 70,254            10,561
MINORITY INTEREST
                                                                                    (37)              (27)
                                                                     =====================================
NET INCOME                                                                   $   70,217        $   10,534
                                                                     =====================================

</TABLE>
            See Notes to Unaudited Consolidated Financial Statements


                                       2
<PAGE>
                        ENTERPRISE PRODUCTS OPERATING L.P
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                            THREE MONTHS ENDED
                                                                                                MARCH 31,
                                                                                   -------------------------------------
                                                                                          2000              1999
                                                                                   -------------------------------------
OPERATING ACTIVITIES
<S>                                                                                        <C>               <C>
Net income                                                                                 $   70,217        $   10,534
Adjustments to reconcile net income to cash flows provided by
      (used for) operating activities:
      Depreciation and amortization                                                             9,047             4,905
      Equity in income of unconsolidated affiliates                                            (7,443)           (1,563)
      Leases paid by EPCO                                                                       2,665             2,667
      Minority interest                                                                            37                27
      Gain on sale of assets                                                                        -                (3)
      Net effect of changes in operating accounts                                               2,202             3,808
                                                                                   -------------------------------------
Operating activities cash flows                                                                76,725            20,375
                                                                                   -------------------------------------
INVESTING ACTIVITIES
Capital expenditures                                                                         (111,449)           (1,672)
Proceeds from sale of assets                                                                        2                11
Collection of notes receivable from unconsolidated affiliates                                   3,287             3,684
Unconsolidated affiliates:
      Investments in and advances to                                                           (5,972)          (28,866)
      Distributions received                                                                    7,149             2,505
                                                                                   -------------------------------------
Investing activities cash flows                                                              (106,983)          (24,338)
                                                                                   -------------------------------------
FINANCING ACTIVITIES
Long-term debt borrowings                                                                     464,000            40,000
Long-term debt repayments                                                                    (355,000)          (20,000)
Parent's Units acquired by consolidated Trust                                                       -            (4,727)
Cash distributions to minority interest                                                             -               (71)
Cash distributions to partners                                                                (34,165)          (30,749)
                                                                                   -------------------------------------
Financing activities cash flows                                                                74,835           (15,547)
                                                                                   -------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                                        44,577           (19,510)
CASH AND CASH EQUIVALENTS, JANUARY 1                                                            5,159            24,103
                                                                                   =====================================
CASH AND CASH EQUIVALENTS, MARCH 31                                                        $   49,736         $   4,593
                                                                                   =====================================
</TABLE>

            See Notes to Unaudited Consolidated Financial Statements

                                       3
<PAGE>
                       ENTERPRISE PRODUCTS OPERATING L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   GENERAL

In the opinion of  Enterprise  Products  Operating  L.P.  (the  "Company"),  the
accompanying unaudited consolidated financial statements include all adjustments
consisting of normal recurring accruals necessary for a fair presentation of the
Company's  consolidated  financial  position as of March 31, 2000,  consolidated
results of operations for the three month periods ended March 31, 2000 and 1999,
and consolidated cash flows for the three month periods ended March 31, 2000 and
1999.   Although  the  Company  believes  the  disclosures  in  these  financial
statements  are  adequate  to make the  information  presented  not  misleading,
certain  information  and  footnote  disclosures  normally  included  in  annual
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted  pursuant to the rules and regulations
of the Securities and Exchange Commission.  These unaudited financial statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the Company's  Special Financial Report pursuant to Section 15(d)(2)
on Form 10-K (File No.  333-93239-01)  for the year ended  December 31, 1999. In
addition,  these unaudited  financial  statements  should be read in conjunction
with the Annual Report on Form 10-K of the Company's Parent, Enterprise Products
Partners L.P. (File No. 1-14323) for the year ended December 31, 1999.

The results of  operations  for the three month  period ended March 31, 2000 are
not necessarily indicative of the results to be expected for the full year.

Certain reclassifications have been made to prior years' financial statements to
conform to the presentation of the current period financial statements.

Dollar amounts presented in the tabulations within the notes to the consolidated
financial  statements  are stated in  thousands  of  dollars,  unless  otherwise
indicated.


2.   INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

At March 31, 2000, the Company's significant unconsolidated affiliates accounted
for by the equity method included the following:

Belvieu  Environmental  Fuels ("BEF") - a 33.33%  economic  interest in a Methyl
Tertiary Butyl Ether ("MTBE") production facility located in southeast Texas.

Baton Rouge  Fractionators LLC ("BRF") - an approximate 31.25% economic interest
in a natural gas liquid ("NGL")  fractionation  facility located in southeastern
Louisiana.

Baton Rouge Propylene Concentrator,  LLC ("BRPC") - a 30.0% economic interest in
a propylene  concentration unit located in southeastern Louisiana which is under
construction and scheduled to become operational in the third quarter of 2000.

EPIK Terminalling L.P. and EPIK Gas Liquids, LLC (collectively,  "EPIK") - a 50%
aggregate  economic  interest  in a  refrigerated  NGL marine  terminal  loading
facility located in southeast Texas.

Wilprise  Pipeline  Company,  LLC ("Wilprise") - a 33.33% economic interest in a
NGL pipeline system located in southeastern Louisiana.

Tri-States  NGL  Pipeline LLC  ("Tri-States")  - an  aggregate  33.33%  economic
interest  in a NGL  pipeline  system  located  in  Louisiana,  Mississippi,  and
Alabama.

Belle Rose NGL Pipeline LLC ("Belle Rose") - a 41.7% economic  interest in a NGL
pipeline  system  located in south  Louisiana.

                                       4
<PAGE>

K/D/S Promix LLC ("Promix") - a 33.33% economic  interest in a NGL fractionation
facility and related storage facilities located in south Louisiana.

The Company's  investments  in and advances to  unconsolidated  affiliates  also
includes  Venice Energy  Services  Company,  LLC  ("VESCO")  and Dixie  Pipeline
Company ("Dixie"). The VESCO investment consists of a 13.1% economic interest in
a LLC owning a natural gas processing plant, fractionation facilities,  storage,
and gas gathering  pipelines in Louisiana.  The Dixie investment  consists of an
11.5%  interest in a corporation  owning a 1,301-mile  propane  pipeline and the
associated facilities extending from Mont Belvieu, Texas to North Carolina.
These investments are accounted for using the cost method.

During the third quarter of 1999, the Company acquired the remaining interest in
Mont  Belvieu  Associates  , 51%,  ("MBA") and Entell NGL  Services,  LLC,  50%,
("Entell").  Accordingly,  after the acquisition of the remaining interest,  the
aforementioned  entities became wholly owned subsidiaries of the Company and are
included as a consolidated entity from that point forward.

The  following  table  shows  investments  in  and  advances  to  unconsolidated
affiliates at:



                                               MARCH 31,        DECEMBER 31,
                                                 2000               1999
                                          -------------------------------------
Accounted for on equity basis:
     BEF                                          $   60,787        $   63,004
     Promix                                           51,100            50,496
     BRF                                              33,425            36,789
     Tri-States                                       29,566            28,887
     EPIK                                             18,505            15,258
     Belle Rose                                       12,223            12,064
     BRPC                                             18,823            11,825
     Wilprise                                          9,443             9,283
     MBA Accounted for on cost basis:
     VESCO                                            33,000            33,000
     Dixie                                            20,000            20,000
                                          =====================================
Total                                             $  286,872        $  280,606
                                          =====================================


The following table shows equity in income (loss) of  unconsolidated  affiliates
for the quarters ended March 31, 2000 and 1999:

                              FOR QUARTER ENDED MARCH 31,
                                 2000              1999
                          -------------------------------------
BEF                                $   2,505          $    301
MBA                                        -               760
BRF                                      529              (143)
BRPC                                      10                 -
EPIK                                   1,792               397
Wilprise                                  88                 -
Tri-States                               678                 -
Promix                                 1,662                 -
Belle Rose                               179                 -
Other                                      -               248
                          =====================================
Total                              $   7,443         $   1,563
                          =====================================

                                       5
<PAGE>

BEF

The Company owns a 33.33% economic interest in the BEF partnership that owns the
MTBE production facility located within the Company's Mont Belvieu complex.  The
production  of MTBE is driven by  oxygenated  fuels  programs  enacted under the
federal Clean Air Act Amendments of 1990 and other  legislation.  Any changes to
these programs that enable  localities to opt out of these programs,  lessen the
requirements for oxygenates or favor the use of  non-isobutane  based oxygenated
fuels  reduce  the  demand  for MTBE and  could  have an  adverse  effect on the
Company's results of operations.

In recent years,  MTBE has been detected in water supplies.  The major source of
the ground  water  contamination  appears to be leaks from  underground  storage
tanks.  Although  these  detections  have been limited and the great majority of
these  detections  have been well below levels of public health  concern,  there
have been actions calling for the phase-out of MTBE in motor gasoline in various
federal and state governmental agencies.

In light of these  developments,  the Company is formulating a contingency  plan
for use of the BEF  facility  if MTBE were  banned or  significantly  curtailed.
Management  is exploring a possible  conversion  of the BEF  facility  from MTBE
production  to  alkylate  production.  At  present  the  forecast  cost  of this
conversion would be in the $20 million to $25 million range,  with the Company's
share being $6.7 million to $8.3 million.


3.  ACQUISITIONS

Effective  August 1, 1999, the Company  acquired Tejas Natural Gas Liquids,  LLC
("TNGL")  from a subsidiary  of Tejas  Energy,  LLC, now Coral  Energy,  LLC, an
affiliate  of Shell  Oil  Company  ("Shell")  for $166  million  in cash and the
issuance of 14.5 million non-distribution bearing,  convertible Special Units of
the Limited Partner, Enterprise Products Partners L.P.. All references hereafter
to "Shell", unless the context indicates otherwise,  shall refer collectively to
Shell Oil Company, its subsidiaries and affiliates.  TNGL engages in natural gas
processing  and NGL  fractionation,  transportation,  storage and  marketing  in
Louisiana  and  Mississippi.   TNGL's  assets  include  a  20-year  natural  gas
processing  agreement  with Shell  ("Shell  Processing  Agreement")  and varying
interests  in eleven  natural  gas  processing  plants,  four NGL  fractionation
facilities;  four  NGL  storage  facilities  and  approximately  1,500  miles in
pipelines.  Shell  has  the  opportunity  to  earn  an  additional  6.0  million
non-distribution  bearing,  convertible special Contingency Units of the Limited
Partner over the next two years upon the  achievement  of certain gas production
thresholds under the Shell Processing Agreement.

Effective July 1, 1999, the Company  acquired  Kinder Morgan  Operating LP "A"'s
25% indirect ownership interest and Enterprise  Products Company's ("EPCO") 0.5%
indirect  ownership  interest  in a  210,000  barrel  per day NGL  fractionation
facility located in Mont Belvieu,  Texas for  approximately  $42 million in cash
and the assumption of approximately $4 million in debt.

Both  acquisitions  were accounted for using the purchase  method of accounting,
and  accordingly,  the purchase  price of each has been  allocated to the assets
purchased and  liabilities  assumed based on their  estimated  fair value at the
effective date of each transaction.

PRO FORMA EFFECT OF ACQUISITIONS

The following  table presents  unaudited pro forma  information  for the quarter
ended  March 31,  1999 as if the  acquisition  of TNGL  from  Shell and the Mont
Belvieu NGL fractionation  facility from Kinder Morgan and EPCO had been made as
of January 1, 1999:

                                       6
<PAGE>

Revenues                                              $  300,510
                                                =================
Net income                                             $  13,374
                                                =================
Allocation of net income to
      Limited partners                                 $  13,239
                                                =================
      General Partner                                   $    135
                                                =================


4.   LONG-TERM DEBT

GENERAL.  Long-term  debt at March 31,  2000 was  comprised  of $350  million in
5-year  public  Senior  Notes  issued by the  Company and $54 million in Taxable
Industrial  Development  Bonds  ("Revenue  Bonds")  issued  by  the  Mississippi
Business Finance Corporation  ("MBFC").  The issuance of the $350 Million Senior
Notes  represented  a  partial  takedown  of the $800  million  universal  shelf
registration (the  "Registration  Statement") that was filed with the Securities
and Exchange  Commission  in December  1999.  The proceeds from the $350 Million
Senior  Notes and the $54  million  Revenue  Bonds were used to  extinguish  all
outstanding  balances  owed under the $200 Million Bank Credit  Facility and the
$350 Million Bank Credit Facility.

The following table summarizes long-term debt at:

                                                MARCH 31,         DECEMBER 31,
                                                  2000                1999
                                               ---------------------------------
Borrowings under:
     $200 Million Bank Credit Facility                               $   129,000
     $350 Million Bank Credit Facility                                   166,000
     $350 Million Senior Notes                     $   350,000
     $54  Million Revenue Bonds                         54,000
                                               ---------------------------------
              Total                                    404,000           295,000
Less current maturities of long-term debt                    -           129,000
                                               ---------------------------------
                                               =================================
              Long-term debt                       $   404,000       $   166,000
                                               =================================

At March 31, 2000, the Company had a total of $40 million of standby  letters of
credit available of which  approximately  $13.3 million were  outstanding  under
letter of credit agreements with the banks.

$200 MILLION BANK CREDIT FACILITY. In July 1998, the Company entered into a $200
million  bank  credit  facility  that  included a $50  million  working  capital
facility and a $150 million revolving term loan facility. On March 15, 2000, the
Company used $169 million of the proceeds  from the issuance of the $350 Million
Senior  Notes to retire the  outstanding  balance  of this  credit  facility  in
accordance with its agreement with the banks.

$350 MILLION BANK CREDIT FACILITY. In July 1999, the Company entered into a $350
Million  Bank  Credit  Facility  that  includes a $50  million  working  capital
facility  and a $300  million  revolving  term loan  facility.  The $300 million
revolving  term loan facility  includes a sublimit of $40 million for letters of
credit.  Borrowings  under  the $350  Million  Bank  Credit  Facility  will bear
interest  at  either  the  bank's  prime  rate or the  Eurodollar  rate plus the
applicable  margin as defined in the facility.  The Company elects the basis for
the interest rate at the time of each borrowing.

This facility will expire in July 2001 and all amounts borrowed thereunder shall
be due and payable at that time. There must be no amount  outstanding  under the
working  capital  facility for at least 15  consecutive  days during each fiscal
year.  In March 2000,  the Company used $179  million of the  proceeds  from the
issuance of the $350  Million  Senior Notes and $47 million from the issuance of
the $54 million Revenue Bonds to payoff the  outstanding  balance on this credit
facility. No amount was outstanding on this credit facility at March 31, 2000.

                                       7
<PAGE>

As amended on July 28,  1999,  the credit  agreement  relating to this  facility
contains a prohibition  on  distributions  on, or purchases or  redemptions  of,
Units of the Limited Partner if any event of default is continuing. In addition,
this bank credit facility  contains various  affirmative and negative  covenants
applicable  to the  ability of the Company to,  among  other  things,  (i) incur
certain additional indebtedness,  (ii) grant certain liens, (iii) sell assets in
excess of certain limitations, (iv) make investments, (v) engage in transactions
with affiliates and (vi) enter into a merger,  consolidation  or sale of assets.
The bank  credit  facility  requires  that the  Company  satisfy  the  following
financial covenants at the end of each fiscal quarter: (i) maintain Consolidated
Tangible  Net Worth (as  defined in the bank credit  facility)  of at least $250
million,  (ii)  maintain  a ratio of  EBITDA  (as  defined  in the  bank  credit
facility)  to  Consolidated  Interest  Expense  (as  defined in the bank  credit
facility)  for the  previous  12-month  period  of at least 3.5 to 1.0 and (iii)
maintain a ratio of Total  Indebtedness (as defined in the bank credit facility)
to EBITDA of no more than 3.0 to 1.0. The Company was in  compliance  with these
restrictive covenants at March 31, 2000.


$350 MILLION  SENIOR NOTES.  On March 13, 2000,  the Company  completed a public
offering of $350 million in principal  amount of 8.25%  fixed-rate  Senior Notes
due March 15,  2005 ( "Senior  Notes") at a price to the  public of 99.948%  per
Senior Note. The Company received  proceeds,  net of underwriting  discounts and
commissions,  of approximately $347.7 million. The proceeds were used to pay the
entire $169  million  outstanding  principal  balance on the $200  Million  Bank
Credit  Facility  and to pay  approximately  $179  million  of the $226  million
outstanding principal balance on the $350 Million Bank Credit Facility.

The Senior  Notes are subject to a make-whole  redemption  right by the Company.
The Senior  Notes are an  unsecured  obligation  of the Company and rank equally
with its existing  and future  unsecured  and  unsubordinated  indebtedness  and
senior to any future subordinated indebtedness.  The Senior Notes are guaranteed
by the Limited Partner through an unsecured and  unsubordinated  guarantee.  The
Senior  Notes were issued  under an  indenture  containing  certain  restrictive
covenants.  These covenants  restrict the ability of the Company and the Limited
Partner, with certain exceptions,  to incur debt secured by liens; and engage in
sale and  leaseback  transactions.  The Company and the Limited  Partner were in
compliance with the restrictive covenants at March 31, 2000.

Settlement was completed on March 15, 2000. The issuance of the Senior Notes was
a takedown under the Company's and Limited  Partner's $800 million  Registration
Statement;  therefore, the amount of securities available under the Registration
Statement has been reduced to $450 million.

$54 MILLION REVENUE BONDS. On March 27, 2000, the Company executed a $54 million
loan  agreement  with the MBFC which was funded with  proceeds  from the sale of
Taxable  Industrial Revenue Bonds ("Bonds") by the MBFC. The Bonds issued by the
MBFC  are  10-year  bonds  with a  maturity  date of  March  1,  2010 and bear a
fixed-rate interest coupon of 8.70%. The Company received proceeds from the sale
of the Bonds, net of underwriting  discounts and  commissions,  of approximately
$53.6  million.  The  proceeds  were  used  to pay  the  remaining  $47  million
outstanding  principal  balance on the $350 Million Bank Credit Facility and for
working capital and other general partnership purposes. In general, the proceeds
of the Bonds were used to reimburse the Company for costs  incurred in acquiring
and constructing the Pascagoula, Mississippi natural gas processing plant.

The Bonds were issued at par and are subject to a make-whole redemption right by
the  Company.  The  Bonds are  guaranteed  by the  Limited  Partner  through  an
unsecured and  unsubordinated  guarantee.  The loan agreement  contains  certain
covenants  including   maintaining   appropriate  levels  of  insurance  on  the
Pascagoula natural gas processing  facility and restrictions  regarding mergers.
The Company was in compliance with the restrictive covenants at March 31, 2000.


5.       CAPITAL STRUCTURE AND DISTRIBUTIONS

The Limited Partner owns 98.9899% of the Company with the General Partner owning
the remaining 1.0101%. For purposes of maintaining partner capital accounts, the
partnership  agreement generally specifies that items of income or loss shall be
allocated  among the  partners in  accordance  with their  respective  ownership
percentages.  Net losses are first  allocated to the partners in accordance with
their respective percentages to the extent that the allocations do not cause the
Limited Partner to have a deficit balance in its capital  account.  Any net loss
not allocated to the Limited Partner is allocated to the General Partner. Normal


                                       8
<PAGE>

allocations  of net income  according  to  percentage  interests  are done only,
however,  after giving effect to any priority income  allocations to the General
Partner in an amount equal to any aggregate  net losses  incurred by the General
Partner for all previous  years.  For the quarter  ended March  31,2000 and year
ended  December 31,  1999,  the  allocation  of earnings was based solely on the
respective   ownership  interests  of  the  partners  with  no  priority  income
allocations being necessary.

The  partnership  agreement  requires  the  Company  to  distribute  100% of the
"Available  Cash" (as defined in the  partnership  agreements)  to the  partners
within 45 days  following  the end of each calendar  quarter in accordance  with
their respective ownership  interests.  Available Cash consists generally of all
cash receipts of the Company, less all of its cash disbursements, net of changes
in reserves. The Company's cash distributions to its partners were $34.2 million
and $30.7 million for the quarters ended March 31, 2000 and 1999, respectively.

LIMITED  PARTNER UNITS ACQUIRED BY TRUST.  During the first quarter of 1999, the
Company  established  a  revocable  grantor  trust (the  "Trust") to fund future
liabilities  of a long-term  incentive  plan.  At March 31, 2000,  the Trust had
purchased a total of 267,200  Common  Units of the Limited  Partner  (the "Trust
Units") which are accounted for in a manner  similar to treasury stock under the
cost method of  accounting.  The Trust Units receive  dividends from the Limited
Partner.


6.   SUPPLEMENTAL CASH FLOW DISCLOSURE

The net effect of changes in operating assets and liabilities is as follows:

                                                    THREE MONTHS ENDED
                                                        MARCH 31,
                                                 2000               1999
                                             -----------------------------------
(Increase) decrease in:
      Accounts receivable                        $   (26,141)         $   5,796
      Inventories                                     29,401               (199)
      Prepaid and other current assets                 2,800             (1,941)
      Other assets                                    (2,742)                 -
Increase (decrease) in:
      Accounts payable - trade                       (32,857)            (1,517)
      Accrued gas payable                             47,013             10,527
      Accrued expenses                               (11,073)            (3,728)
      Other current liabilities                      (13,451)            (5,130)
      Other liabilities                                9,252                  -
                                             ===================================
Net effect of changes in operating accounts        $   2,202          $   3,808
                                             ===================================


Capital  expenditures for the first quarter of 2000 were $111.4 million compared
to $1.7 million for the same period in 1999. Capital  expenditures for the first
quarter of 2000 included $99.6 million for the purchase of the Lou-Tex Propylene
Pipeline,  $7.7 million for construction costs on the Lou-Tex NGL Pipeline,  and
$3.4 million for construction costs on the Neptune gas processing facility.

The purchase of the Lou-Tex  Propylene  Pipeline and related  assets from Concha
Chemical Pipeline Company,  an affiliate of Shell, was completed on February 25,
2000.  The  effective  date of the  transaction  was March 1, 2000.  The Lou-Tex
Propylene  Pipeline is a 263-mile,  10" pipeline that transports  chemical grade
propylene from Sorrento, Louisiana to Mont Belvieu, Texas. Also acquired in this
transaction  was 27.5 miles of 6" ethane  pipeline  between  Sorrento and Norco,
Louisiana, and a 0.5 million barrel storage cavern at Sorrento, Louisiana.

                                       9
<PAGE>

7.   RECENTLY ISSUED ACCOUNTING STANDARDS

On June 6, 1999,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 137,  "Accounting for
Derivative Instruments and Hedging  Activities-Deferral of the Effective Date of
FASB Statement No. 133-an amendment of FASB Statement No. 133" which effectively
delays the application of SFAS No. 133  "Accounting  for Derivative  Instruments
and Hedging  Activities"  for one year, to fiscal years beginning after June 15,
2000.  Management is currently  studying SFAS No. 133 for possible impact on the
consolidated financial statements when it is adopted in 2001.

8.   FINANCIAL INSTRUMENTS

The  Company  enters  into swaps and other  contracts  to hedge the price  risks
associated with inventories,  commitments and certain anticipated  transactions.
The Company does not currently hold or issue  financial  instruments for trading
purposes.  The swaps and other contracts are with  established  energy companies
and major  financial  institutions.  The  Company  believes  its credit  risk is
minimal  on these  transactions,  as the  counterparties  are  required  to meet
stringent credit standards. There is continuous day-to-day involvement by senior
management in the hedging decisions,  operating under resolutions adopted by the
board of directors.

INTEREST RATE SWAPS. In March 2000, the Company entered into interest rate swaps
whereby the fixed-rate of interest on a portion of the $350 Million Senior Notes
and the $54 Million Revenue Bonds was swapped for floating rates tied to the six
month London Interbank Offering Rate ("LIBOR").  Interest rate swaps are used to
manage the  partnership's  exposure  to changes in  interest  rates and to lower
overall costs of financing. Interest rate swaps allow the Company to raise funds
at fixed rates and effectively swap them into floating rates that are lower than
those  available  to the  partnership  if  floating-rate  borrowings  were  made
directly.  These  agreements  involve the  exchange of  fixed-rate  payments for
floating-rate payments without the exchange of the underlying principal amount.

At March 31, 2000,  the Company had three interest rate swaps  outstanding  with
banks.  The  notional  amount of these swaps  totaled  $154  million,  with $100
million  expiring  in five years and $54  million  expiring  in ten  years.  The
notional  amount is used to measure the volume of these  contracts  and does not
represent  exposure to credit loss.  In the event of default by a  counterparty,
the  risk in  these  transactions  is the cost of  replacing  the  interest-rate
contract at current  market  rates.  The Company  monitors its positions and the
credit ratings of its counterparties.  Management believes the risk of incurring
losses is remote, and that if incurred, such losses would be immaterial.

The following table summarizes the interest rate swap agreements entered into by
the Company:

Interest Rate Swaps related to the $350 Million Senior Notes:
<TABLE>
<CAPTION>
                                          FIXED-RATE     FLOATING-RATE   FLOATING-RATE
                                            COUPON          COUPON         SPREAD IN                                        EARLY
                             NOTIONAL       AMOUNT          AMOUNT           SWAP          EFFECTIVE     TERMINATION    CANCELLATION
             BANK             AMOUNT        SWAPPED        RECEIVED        AGREEMENT         DATE            DATE          OPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>             <C>           <C>          <C>             <C>            <C>
The Chase Manhattan Bank    $50 million     8.25000%        6.95000%      1.30000%     March 22, 2000  March 15, 2005 March 13, 2001
The Bank of Nova Scotia     $50 million     8.25000%        6.95500%      1.29500%     March 22, 2000  March 15, 2005 March 13, 2001
</TABLE>

Interest Rate Swaps related to the $54 Million Revenue Bonds:
<TABLE>
<CAPTION>
                                          FIXED-RATE     FLOATING-RATE   FLOATING-RATE
                                            COUPON          COUPON         SPREAD IN                                        EARLY
                             NOTIONAL       AMOUNT          AMOUNT           SWAP          EFFECTIVE     TERMINATION    CANCELLATION
             BANK             AMOUNT        SWAPPED        RECEIVED        AGREEMENT         DATE            DATE          OPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>              <C>             <C>           <C>          <C>             <C>             <C>
First Union National Bank  $ 54 million     8.70000%        7.24750%      1.45250%     March 23, 2000  March 1, 2010   March 1, 2003
</TABLE>


                                       10
<PAGE>

9.  SEGMENT INFORMATION

The Company has five reportable  operating  segments:  Fractionation,  Pipeline,
Processing,   Octane   Enhancement   and  Other.   Fractionation   includes  NGL
fractionation,  polymer grade propylene  fractionation and butane  isomerization
(converting  normal  butane  into  high  purity  isobutane)  services.  Pipeline
consists of pipeline,  storage and import/export  terminal services.  Processing
includes  the  natural gas  processing  business  and its  related NGL  merchant
activities.   Octane  Enhancement  represents  the  Company's  33.33%  ownership
interest in a facility that produces motor gasoline  additives to enhance octane
(currently  producing MTBE).  The Other operating  segment consists of fee-based
marketing services and other plant support functions.

Operating  segments are components of a business about which separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance.  Generally, financial information is required to be reported on the
basis that it is used internally for evaluating segment performance and deciding
how to allocate resources to segments.

The  management of the Company  evaluates  segment  performance  on the basis of
gross  operating  margin.  Gross  operating  margin  reported  for each  segment
represents  earnings  before   depreciation  and  amortization,   lease  expense
obligations retained by EPCO, gains and losses on the sale of assets and general
and  administrative  expenses.  In addition,  segment gross operating  margin is
exclusive of interest expense,  interest income (from unconsolidated  affiliates
or others), dividend income from unconsolidated  affiliates,  minority interest,
extraordinary charges and other income and expense  transactions.  The Company's
equity  earnings from  unconsolidated  affiliates  are included in segment gross
operating margin.

Segment  assets  consists of  property,  plant and  equipment  and the amount of
investments  in  and  advances  to  unconsolidated   affiliates.  The  principal
reconciling item between consolidated property,  plant and equipment and segment
assets  is  construction-in-progress.   Segment  assets  are  defined  as  those
facilities and projects that generate segment gross margin amounts. Since assets
under construction do not generally contribute to segment earnings, these assets
are not included in the segment totals until they are deemed operational.

Segment gross  operating  margin is inclusive of  intersegment  revenues.  These
revenues have been eliminated from the consolidated totals.


                                       11
<PAGE>

Information  by  operating  segment,   together  with   reconciliations  to  the
consolidated totals, is presented in the following table:
<TABLE>
<CAPTION>
                                                             OPERATING SEGMENTS                          ADJUSTMENTS
                                  ----------------------------------------------------------------------
                                                                                  OCTANE                     AND        CONSOLIDATED
                                  FRACTIONATION    PIPELINES     PROCESSING    ENHANCEMENT       OTHER   ELIMINATIONS      TOTALS
                                  --------------------------------------------------------------------------------------------------

Revenues from
   external customers
<S>                               <C>            <C>           <C>            <C>             <C>          <C>           <C>
   Quarter ended March 31, 2000   $   98,825     $    9,814    $  646,857     $    2,505      $     515    $   (4,792)   $  753,724
   Quarter ended March 31, 1999       53,696          3,742       102,873            301             96       (11,734)      148,974

Intersegment revenues
   Quarter ended March 31, 2000       40,191         13,265       142,230              -             94      (195,780)            -
   Quarter ended March 31, 1999       12,223          8,031            22              -              -       (20,276)            -

Total revenues
   Quarter ended March 31, 2000      139,016         23,079       789,087          2,505            609      (200,572)      753,724
   Quarter ended March 31, 1999       65,919         11,773       102,895            301             96       (32,010)      148,974

Gross operating margin
   by segment
   Quarter ended March 31, 2000       34,331         14,635        39,554          2,505            554                      91,579
   Quarter ended March 31, 1999       16,322          4,501         1,091            301            204                      22,419

Segment assets
   At March 31, 2000                 359,793        355,577       126,151                            95        29,635       871,251
   At December 31, 1999              362,198        249,453       122,495                           113        32,810       767,069

Investments in and advances
   to unconsolidated affiliates
   At March 31, 2000                 103,348         89,737        33,000         60,787                                    286,872
   At December 31, 1999               99,110         85,492        33,000         63,004                                    280,606
</TABLE>


A reconciliation of segment gross operating margin to consolidated income before
minority interest follows:

                                                     FOR QUARTER ENDED MARCH 31,
                                                     2000               1999
                                                     ---------------------------
Total segment gross operating margin                  $  91,579       $  22,419
     Depreciation and amortization                       (8,124)         (4,688)
     Retained lease expense, net                         (2,637)         (2,666)
     Gain on sale of assets                                   -               3
     Selling, general and administrative                 (5,384)         (3,000)
                                                     ---------------------------
Consolidated operating income                            75,434          12,068
     Interest expense                                    (7,774)         (2,263)
     Interest income from unconsolidated affiliates         242             397
     Dividend income from unconsolidated affiliates       1,234               -
     Interest income - other                              1,481             284
     Other, net                                            (363)             75
                                                     ===========================
Consolidated income before minority interest          $  70,254       $  10,561
                                                     ===========================

                                       12
<PAGE>





       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS.

              FOR THE INTERIM PERIODS ENDED MARCH 31, 2000 AND 1999

         The following  discussion  and analysis  should be read in  conjunction
with the  unaudited  consolidated  financial  statements  and notes  thereto  of
Enterprise  Products  Operating L.P.  ("Enterprise"  or the "Company")  included
elsewhere herein.

THE COMPANY

         ENTERPRISE  PRODUCTS  OPERATING  L.P.  (the  "Company")  is  a  leading
integrated North American provider of processing and transportation  services to
domestic  and foreign  producers  of natural  gas liquids  ("NGL" or "NGLs") and
other liquid  hydrocarbons and domestic and foreign consumers of NGLs and liquid
hydrocarbon  products.  The Company  manages a fully  integrated and diversified
portfolio  of  midstream  energy  assets and is engaged  in NGL  processing  and
transportation  through  direct and  indirect  ownership  and  operation  of NGL
fractionators.  It also  operates  and or  manages  NGL  processing  facilities,
storage facilities, pipelines, rail transportation facilities, a methyl tertiary
butyl  ether  ("MTBE")  facility,  a  propylene  production  complex  and  other
transportation  facilities in which it has a direct and indirect ownership. As a
result of acquisitions completed in 1999, the Company is also engaged in natural
gas processing.

         The  Company  was  formed  on  April  9,  1998  as a  Delaware  limited
partnership  to  acquire,  own and  operate  the  natural  gas  liquids  ("NGL")
processing and distribution assets of Enterprise Products Company ("EPCO").  The
Company's  limited  partner,  Enterprise  Products  Partners  L.P. (the "Limited
Partner"),  owns  98.9899%  of the  Company.  Enterprise  Products  GP, LLC (the
"General Partner") is the general partner and owns 1.0101% of the Company.  Both
the Limited Partner and the General Partner are subsidiaries of EPCO.

         The principal  executive office of the Company is located at 2727 North
Loop West, Houston, Texas,  77008-1038,  and the telephone number of that office
is 713-880-6500. References to, or descriptions of, assets and operations of the
Company in this  Quarterly  Report  include  the assets  and  operations  of the
predecessors of the Company.

GENERAL

         The  Company  (i)  processes  natural  gas;  (ii)  fractionates  for  a
processing  fee mixed  NGLs  produced  as  by-products  of oil and  natural  gas
production into their component products:  ethane,  propane,  isobutane,  normal
butane and natural  gasoline;  (iii) converts normal butane to isobutane through
the process of  isomerization;  (iv) produces MTBE from  isobutane and methanol;
and (v)  transports  NGL  products to end users by  pipeline  and  railcar.  The
Company   also   separates   high   purity   propylene   from   refinery-sourced
propane/propylene   mix  and  transports  high  purity   propylene  to  plastics
manufacturers by pipeline.  Products processed by the Company generally are used
as  feedstocks  in  petrochemical  manufacturing,  in the  production  of  motor
gasoline and as fuel for residential and commercial heating.

         The Company's NGL operations are concentrated in the Texas,  Louisiana,
and  Mississippi  Gulf  Coast  area.  A large  portion is  concentrated  in Mont
Belvieu, Texas, which is the hub of the domestic NGL industry and is adjacent to
the largest  concentration of refineries and petrochemical  plants in the United
States. The facilities the Company operates at Mont Belvieu include:  (i) one of
the largest NGL  fractionation  facilities  in the United States with an average
production capacity of 210,000 barrels per day ("BPD");  (ii) the largest butane
isomerization  complex in the United States with an average isobutane production
capacity of 80,000 BPD; (iii) one of the largest MTBE  production  facilities in
the United  States with an average  production  capacity of 14,800 BPD; and (iv)
two propylene  fractionation  units with an average combined production capacity
of 31,000 BPD. The Company  owns all of the assets at its Mont Belvieu  facility
except for the NGL fractionation  facility,  in which it owns an effective 62.5%
economic interest; one of the propylene  fractionation units, in which it owns a
54.6% interest and controls the remaining  interest  through a long-term  lease;
the MTBE production facility, in which it owns a 33.33% interest; and one of its
three isomerization units and one deisobutanizer  which are held under long-term
leases  with  purchase  options.  The  Company's  operations  in  Louisiana  and


                                       13
<PAGE>

Mississippi  include varying  interests in eleven natural gas processing  plants
with a combined  capacity of 11.0  billion  cubic feet per day  ("Bcfd") and net
capacity of 3.1 Bcfd and four NGL fractionation facilities with a combined gross
capacity  of 281,000  BPD and net  capacity of 131,500  BPD.  In  addition,  the
Company owns and  operates a NGL  fractionation  facility in Petal,  Mississippi
with an average production capacity of 7,000 BPD.

         The  Company  owns and  operates  approximately  28 million  barrels of
storage  capacity at Mont Belvieu and 7 million  barrels of storage  capacity in
Petal,  Mississippi that are an integral part of its processing operations.  The
Company  has  interests  in  four  NGL  storage   facilities  in  Louisiana  and
Mississippi  with  approximately  28.8 million barrels of gross capacity and 8.8
million  barrels of net  capacity.  The Company  also leases and operates one of
only two commercial NGL import/export terminals on the Gulf Coast.

         Lastly, the Company has operating and non-operating ownership interests
in over 2,400 miles of NGL  pipelines  along the Gulf Coast  (including an 11.5%
interest in the 1,301 mile Dixie Pipeline).

         Industry Environment

         Because  certain NGL  products  compete  with other  refined  petroleum
products in the fuel and petrochemical feedstock markets, NGL product prices are
set by or in competition with refined petroleum products.  Increased  production
and  importation  of NGLs and NGL products in the United States may decrease NGL
product  prices in  relation  to  refined  petroleum  alternatives  and  thereby
increase  consumption of NGL products as NGL products are  substituted for other
more  expensive  refined  petroleum  products.  Conversely,  a  decrease  in the
production  and  importation of NGLs and NGL products could increase NGL product
prices in  relation to refined  petroleum  product  prices and thereby  decrease
consumption  of NGLs.  However,  because  of the  relationship  of crude oil and
natural gas production to NGL production,  the Company believes any imbalance in
the prices of NGLs and NGL products and alternative products would be temporary.

         When the price of crude oil nears a multiple  of ten (or higher) to the
price of natural  gas (i.e.,  crude oil $20 per  barrel and  natural  gas $2 per
million  British  Thermal  Unit  ("MMBtu")),  NGL pricing has been strong due to
increased use in manufacturing petrochemicals. In the first quarter of 2000, the
industry  experienced  a  multiple  of  approximately  eleven  (i.e.,  crude oil
averaged  $28.88 per barrel  (based on the quarterly  average  Cushing crude oil
price) and natural gas averaged $2.62 per MMBtu (based on the quarterly  average
Henry Hub price)),  which caused  petrochemical  manufacturing  demand to prefer
NGLs rather than crude oil derivatives. In contrast, during the first quarter of
1999 when the  multiple was  approximately  seven,  petrochemical  manufacturing
demand relied more heavily on crude oil derivatives  which depressed NGL prices.
The  increased  use of  NGLs  in  petrochemical  manufacturing  resulted  in the
increasing of both production and pricing of NGLs. In the NGL industry, revenues
and cost of goods sold can fluctuate  significantly  up or down based on current
NGL prices. However, operating margins will generally remain constant except for
the effect of inventory price adjustments or increased operating expenses.

RESULTS OF OPERATION OF THE COMPANY

         The  Company has five  reportable  operating  segments:  Fractionation,
Pipeline,  Processing,  Octane Enhancement and Other. Fractionation includes NGL
fractionation,  polymer grade propylene  fractionation and butane  isomerization
(converting  normal  butane  into  high  purity  isobutane)  services.  Pipeline
consists of pipeline,  storage and import/export  terminal services.  Processing
includes  the  natural gas  processing  business  and its  related NGL  merchant
activities.   Octane  Enhancement  represents  the  Company's  33.33%  ownership
interest in a facility that produces motor gasoline  additives to enhance octane
(currently  producing MTBE).  The Other operating  segment consists of fee-based
marketing services and other plant support functions.

         The  management of the Company  evaluates  segment  performance  on the
basis of gross  operating  margin.  Gross  operating  margin  reported  for each
segment represents earnings before depreciation and amortization,  lease expense
obligations retained by EPCO, gains and losses on the sale of assets and general
and  administrative  expenses.  In addition,  segment gross operating  margin is
exclusive of interest expense,  interest income (from unconsolidated  affiliates
or others), dividend income from unconsolidated  affiliates,  minority interest,
extraordinary charges and other income and expense  transactions.  The Company's
equity  earnings from  unconsolidated  affiliates  are included in segment gross
operating margin.

                                       14
<PAGE>

         The  Company's  gross  operating  margin by segment  (in  thousands  of
dollars) along with a  reconciliation  to consolidated  operating income for the
quarters ended March 31, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
                                                             FOR QUARTER ENDED MARCH 31,
                                                                2000              1999
                                                         -------------------------------------
Gross Operating Margin by segment:
<S>                                                              <C>               <C>
     Fractionation                                               $   34,331        $   16,322
     Pipeline                                                        14,635             4,501
     Processing                                                      39,554             1,091
     Octane enhancement                                               2,505               301
     Other                                                              554               204
                                                         -------------------------------------
Gross Operating margin total                                         91,579            22,419
     Depreciation and amortization                                    8,124             4,688
     Retained lease expense, net                                      2,637             2,666
     Gain on sale of assets                                               -                (3)
     Selling, general, and administrative expenses                    5,384             3,000
                                                         =====================================
Consolidated operating income                                    $   75,434        $   12,068
                                                         =====================================
</TABLE>

         The Company's  significant  plant  production and other volumetric data
(in  thousands  of barrels per day on an equity  basis) for the  quarters  ended
March 31, 2000 and 1999 were as follows:

                                           FOR QUARTER ENDED MARCH 31,
                                              2000              1999
                                       -------------------------------------
Plant production data:
        NGL Production                          68               N/A
        NGL Fractionation                      228                56
        Isomerization                           67                67
        Propylene Fractionation                 30                23
        MTBE                                     4                 4
        Major Pipelines                        397               159


         1999 Acquisitions

         The Company  completed two  significant  acquisitions  during the third
quarter of 1999.  Effective  August 1, 1999, the Company  acquired Tejas Natural
Gas Liquids,  LLC ("TNGL")  from Tejas Energy,  LLC, now Coral  Energy,  LLC, an
affiliate of Shell Oil Company ("Shell", including subsidiaries and affiliates),
in exchange  for 14.5  million  non-distribution  bearing,  convertible  special
partnership  Units of the Limited  Partner and $166 million in cash. The Limited
Partner  also  agreed  to issue up to 6.0  million  additional  non-distribution
bearing  special  partnership  Units to Shell in the  future if the  volumes  of
natural gas that the  Company  processes  for Shell reach  agreed upon levels in
2000 and 2001.

         The businesses  acquired from Shell include  natural gas processing and
NGL  fractionation,  transportation and storage in Louisiana and Mississippi and
its NGL supply  and  merchant  business.  The assets  acquired  include  varying
interests  in eleven  natural  gas  processing  plants,  four NGL  fractionation
facilities,  four NGL storage  facilities,  operator and non-operator  ownership
interests in approximately  1,500 miles of NGL pipelines,  and a 20-year natural
gas processing  agreement with Shell. The Company accounted for this acquisition
using the purchase method.

         Effective  July 1,  1999,  a  subsidiary  of the  Company  acquired  an
additional  25% interest in the Mont  Belvieu NGL  fractionation  facility  from
Kinder  Morgan  Operating  LP "A"  ("Kinder  Morgan")  for a  purchase  price of
approximately $41.2 million in cash and the assumption of $4 million in debt. An
additional 0.5% interest in the same facility was purchased from EPCO for a cash
purchase  price  of $0.9  million.  This  acquisition  (referred  to as the "MBA


                                       15
<PAGE>

acquisition")  increased the Company's  effective  economic interest in the Mont
Belvieu  NGL  fractionation  facility  from 37.0% to 62.5%.  As a result of this
acquisition,  the  results of  operations  after July 1, 1999 were  consolidated
rather than included in equity in earnings of unconsolidated affiliates.

THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THREE MONTHS ENDED MARCH 31,1999

         Revenues,  Costs and  Expenses  and  Operating  Income.  The  Company's
revenues  increased  by 406.2%  to $753.7  million  in 2000  compared  to $148.9
million in 1999. The Company's costs and expenses  increased by 402.9% to $672.9
million in 2000 versus $133.8 million in 1999.  Operating income before selling,
general and administrative  expenses ("SG&A") increased to $80.8 million in 2000
from $15.1  million in 1999.  The  principal  factors  behind the $65.7  million
increase in operating income before SG&A were the additional earnings associated
with the assets acquired in the TNGL acquisition and the overall  improvement in
NGL product prices in 2000 over 1999 levels.

         Fractionation.   The   Company's   gross   operating   margin  for  the
Fractionation  segment  increased to $34.3 million in 2000 from $16.3 million in
1999 primarily due to higher overall volumes and NGL pricing and the addition of
margins from the assets  acquired from TNGL. NGL  Fractionation  gross operating
margin  increased to $17.2  million in 2000 from $1.6 million in 1999  primarily
the result of substantially higher volumes.  Net NGL fractionation  volumes were
227,824 BPD in 2000 compared to 55,549 BPD in 1999. The increase is attributable
to the four NGL  fractionators  acquired  in August 1999 as a result of the TNGL
acquisition  and the  completion of the BRF NGL  fractionation  facility in July
1999.  Of the $15.6  million  increase in NGL  fractionation  gross  margin from
quarter to quarter, $13.8 million is derived from the NGL fractionators acquired
in the TNGL acquisition  (including equity earnings of $1.7 million from Promix)
with $0.7 million arising from higher equity earnings from BRF. The Mont Belvieu
NGL  fractionation  facility  contributed  the  remaining  $1.1  million rise in
earnings. Margins from the Mont Belvieu facility increased due to higher volumes
and the additional  ownership  interest acquired in July 1999 as a result of the
MBA acquisition.

         Gross operating  margin from the  isomerization  business  increased to
$9.6 million in 2000 from $7.5  million in 1999.  Sales of  byproducts  from the
isomerization  business  benefited  from higher prices in 2000 compared to 1999.
For  example,  the price of normal  butane,  a  byproduct  of the  isomerization
process,  increased to an average of 64 cents per gallon in 2000 from an average
of 29 cents per  gallon in 1999.  Isomerization  production  rates were solid at
66,975 BPD in 2000 and 66,944 BPD in 1999. The Company's gross operating  margin
on its propylene production facilities increased $1.6 million to $7.4 million in
2000 due to strong  demand for  polymer  grade  propylene.  Contract  prices for
polymer grade  propylene  increased from an average of 12 cents per pound in the
first  quarter  of 1999 to 21 cents  per  pound in the  first  quarter  of 2000.
Propylene  production volumes increased from 23,136 BPD in 1999 to 30,298 BPD in
2000.

         Pipeline. The Company's gross operating margin for the Pipeline segment
was $14.6  million  in 2000  compared  to $4.5  million in 1999.  The  Louisiana
Pipeline  Distribution System gross margin for 2000 was $7.9 million versus $1.6
million in 1999 due primarily to a 201% increase in throughput  volumes stemming
from  pipeline  assets  acquired in the TNGL  acquisition.  The gross  operating
margin of the Houston Ship Channel Distribution system increased to $3.0 million
in 2000 from $2.0 million in 1999 on the strength of increased export volumes at
the EPIK loading facility.

         On February 25, 2000,  the purchase of the Lou-Tex  Propylene  Pipeline
and related assets from Concha Chemical Pipeline Company, an affiliate of Shell,
was completed at a cost of approximately $100 million. The effective date of the
transaction was March 1, 2000. The Lou-Tex Propylene Pipeline is a 263-mile, 10"
pipeline that transports  chemical grade  propylene from Sorrento,  Louisiana to
Mont  Belvieu,  Texas.  Also acquired in this  transaction  was 27.5 miles of 6"
ethane pipeline between Sorrento and Norco, Louisiana,  and a 0.5 million barrel
storage cavern at Sorrento,  Louisiana. For the month of March 2000, the Lou-Tex
Propylene  Pipeline gross operating margin was $0.8 million on volumes of 23,735
BPD.  Due to customer  demand,  a project is  currently  underway  and should be
completed  in the  second  quarter  of 2000 to  increase  the  capacity  of this
pipeline to 50,000 BPD.

         Equity earnings from unconsolidated  affiliates in the Pipeline segment
increased  from $0.4  million  in 1999 to $2.7  million  in 2000.  The  greatest
improvement  in  equity  earnings  was from  EPIK  which  posted a $1.4  million
increase  to $1.8  million  in 2000 from $0.4  million  in 1999.  EPIK's  higher


                                       16
<PAGE>

earnings are  attributable  to a 174% increase in export  volumes due to the new
chiller unit that began  operations in the fourth  quarter of 1999.  The Company
recorded a combined $1.0 million in equity income from the Wilprise, Tri-States,
and Belle Rose Systems. Individually, equity earnings from Wilprise, Tri-States,
and Belle Rose were $0.1 million, $0.7 million and $0.2 million, respectively.

         Processing.  The Company's  gross  operating  margin for Processing was
$39.6  million in 2000  compared  to a $1.1  million in 1999.  The  increase  is
attributable to the gas processing  operations acquired in the TNGL acquisition.
The gas processing operations benefited from a favorable NGL pricing environment
where the ratio of crude oil to natural  gas prices  averaged 11 to 1 during the
first quarter of 2000. Equity NGL production was 68,009 BPD during the quarter.

         Octane  Enhancement.  The Company's gross  operating  margin for Octane
Enhancement  increased to $2.5  million in 2000 from $0.3 million in 1999.  This
segment consists entirely of the Company's equity earnings and 33.33% investment
in BEF, a joint venture facility that currently  produces MTBE. The 1999 results
included the impact of a $4.5  million  non-cash  write-off  of the  unamortized
balance of deferred  start-up costs. The Company's share of this non-cash charge
was $1.5 million.  MTBE production,  on an equity basis,  increased  slightly in
2000 to 3,855 BPD from 3,841 BPD in 1999.

         Other.  The Company's gross operating  margin for the Other segment was
$0.6 million in 2000  compared to $0.2 million in 1999.  Beginning in the fourth
quarter of 1999, this segment includes fee-based marketing services. The Company
acquired  its  fee-based  marketing  services  business  as  part  of  the  TNGL
acquisition.  For the first quarter of 2000,  this business earned $0.5 million.
Apart  from  this  portion  of  the  segment's  operations,   the  gross  margin
contribution  of the other  aspects of this segment were  insignificant  in both
2000 and 1999.

         Selling,  general and administrative  expenses. SG&A expenses increased
to $5.4 million in the first  quarter of 2000 from $3.0 million  during the same
period in 1999.  The primary  reason for the higher costs was an increase in the
administrative services fee charged by EPCO to $1.55 million per month beginning
in January 2000 versus the $1.0 million per month  charged in the first  quarter
of  1999.  The  remainder  of the  $0.7  million  increase  is  attributable  to
additional  administrative  support and accrued  employee  incentive  plan costs
related to the TNGL acquisition.

         Interest  expense.  The Company's  interest  expense  increased to $7.8
million in the first  quarter of 2000 from $2.3 million in the first  quarter of
1999. The increase is primarily attributable to a rise in average debt levels to
$345 million in the first quarter of 2000 from $123 million in the first quarter
of 1999. Debt levels have increased over the last year due to  acquisitions  and
capital  expenditures.  Specifically,  $215 million was borrowed to complete the
TNGL and MBA  acquisitions  in the third quarter of 1999 and  approximately  $60
million was borrowed to fund a portion of the purchase of the Lou-Tex  Propylene
Pipeline in the first quarter of 2000.

         Dividend   income  from   unconsolidated   affiliates.   The  Company's
investment  in Dixie and VESCO are recorded  using the cost method as prescribed
by  generally  accepted   accounting   principles.   In  accordance  with  these
guidelines,  the Company records as dividend income the cash  distributions from
these  investments as opposed to recording equity  earnings.  Both the Dixie and
VESCO investments were acquired as part of the TNGL  acquisition.  For the first
quarter of 2000, the Company recorded dividend income totaling $1.2 million from
Dixie and VESCO in the amounts of $0.6 million each.

PRO FORMA IMPACT OF ACQUISITIONS

         As noted above under 1999  Acquisitions,  the Company acquired TNGL and
MBA in the third quarter of 1999. As a result of these  acquisitions,  revenues,
operating costs and expenses,  interest expense,  and other amounts shown on the
Statements of  Consolidated  Operations for first quarter of 2000 have increased
significantly  over the  amounts  shown  for the  first  quarter  of  1999.  The
following table presents certain unaudited pro forma information for the quarter
ended  March 31,  1999 as if the  acquisition  of TNGL  from  Shell and the Mont
Belvieu  fractionator  facility  from Kinder Morgan and EPCO had been made as of
January 1, 1999:

                                       17
<PAGE>


Revenues                                              $  300,510
                                                =================
Net income                                            $   13,374
                                                =================
Allocation of net income to
      Limited partners                                $   13,239
                                                =================
      General Partner                                 $      135
                                                =================


LIQUIDITY AND CAPITAL RESOURCES

         General. The Company's primary cash requirements, in addition to normal
operating  expenses,   are  debt  service,   maintenance  capital  expenditures,
expansion capital expenditures, and quarterly distributions to the partners. The
Company  expects to fund  future  cash  distributions  and  maintenance  capital
expenditures with cash flows from operating activities. Capital expenditures for
future  expansion  activities and asset  acquisitions  are expected to be funded
with cash flows from operating  activities  and  borrowings  under the revolving
bank credit facility or issuance of additional Common Units.

         Cash flows from  operating  activities  were a $77.0 million inflow for
the first quarter of 2000 compared to a $20.4 million  inflow for the comparable
period of 1999.  Cash flows from  operating  activities  primarily  reflect  the
effects of net  income,  depreciation  and  amortization,  extraordinary  items,
equity income of unconsolidated  affiliates and changes in working capital.  Net
income  increased  significantly as a result of improved overall margins and the
TNGL  acquisition.  Depreciation  and  amortization  increased  a combined  $4.1
million in the first quarter of 2000 over the comparable  1999 levels  primarily
as a result of  additional  capital  expenditures  and the TNGL and Mont Belvieu
fractionator  acquisitions  in the third quarter of 1999.  Amortization  expense
increased by $1.6 million due to amortization of the intangible asset associated
with the Shell  Processing  Agreement ($0.8  million),  the write-off of prepaid
loan costs  associated  with the payoff of the $200 Million Bank Credit Facility
in March 2000 ($0.2 million) and the continued  amortization of excess costs and
other prepaid loan costs ($0.6 million).  The net effect of changes in operating
accounts  from year to year is  generally  the result of timing of NGL sales and
purchases near the end of the period.

         Cash outflows used in investing  activities  were $107.0 million in the
first quarter of 2000 and $24.3 million for the comparable  period of 1999. Cash
outflows  included capital  expenditures of $111.4 million for the first quarter
of 2000 versus $1.7  million for the same period in 1999.  Capital  expenditures
for the first  quarter of 2000  included  $99.6  million for the purchase of the
Lou-Tex Propylene  Pipeline,  $7.7 million for construction costs on the Lou-Tex
NGL  Pipeline,  and $3.4  million  for  construction  costs on the  Neptune  gas
processing  facility.  Included in the capital expenditures amounts for both the
first  quarter  of 2000  and  first  quarter  of 1999  are  maintenance  capital
expenditures of $0.3 million. Investing cash outflows in 2000 also included $6.0
million in advances to and investments in unconsolidated affiliates versus $28.9
million for 1999. The $22.9 million decrease stems primarily from the completion
of the BRF facility and the  Tri-States and Wilprise  pipeline  systems in 1999.
The first quarter of 1999 included  $20.5 million in investments in and advances
to  these  projects  because  each  was  still  under  construction  or  nearing
completion  at the time. On March 8, 2000,  the Company's  offer of February 23,
2000 to buy the remaining  88.5% ownership  interests in Dixie Pipeline  Company
from the other seven owners expired, with no interest being purchased.

         During the first quarter of 2000, the Company  received $3.3 million in
payments from the  participation  in the BEF note that was purchased during 1998
with the proceeds from the Company's IPO. The $3.2 million  outstanding  balance
of notes  receivable  from  unconsolidated  affiliates  represents the remaining
balance on the BEF note that will be collected in May 2000.

         Cash flows from financing activities were a $74.9 million inflow in the
first  quarter of 2000  versus a $15.4  million  outflow  for the same period in
1999. Cash flows from financing  activities are primarily affected by repayments
of  long-term  debt,   borrowings   under  the  long-term  debt  agreements  and
distributions  to the partners.  The first quarter of 2000 includes the proceeds
from the sale of the $350  Million  Senior  Notes  and the $54  Million  Revenue


                                       18
<PAGE>

Bonds.  Also included are the March 2000 payments made to retire the outstanding
balances on the $200 Million and $350 Million Bank Credit  Facilities  using the
proceeds of the Senior Notes and Revenue Bonds. For a complete discussion of the
Senior Notes and Revenue Bonds, see the section below entitled "Senior Notes and
Revenue Bonds." Cash flows from financing activities for 1999 also reflected the
net purchase of $4.7 million of Common Units by a consolidated trust.

         Future Capital  Expenditures.  The Company  estimates that its share of
capital  expenditures in the projects of its  unconsolidated  affiliates will be
approximately  $7.6 million in fiscal 2000  (including $6.0 million for the BRPC
propylene fractionator).  In addition, the Company forecasts that $142.0 million
will be spent in 2000 on capital  projects  that will be recorded  as  property,
plant, and equipment.  Of this amount,  the most significant  projects and their
remaining expenditures for 2000 are as follows:

     - $72.1 million for the Lou-Tex NGL Pipeline;
     - $17.4  million  for the  Garyville,  Louisiana  to  Norco,  Louisiana
          butane pipelines;
     - $15.0 million for the Venice,  Louisiana to Grand Isle,  Louisiana
          pipeline;  and
     - $ 7.0 million for the Norco  fractionator  ethane  liquefaction
          facility.

The  Company  expects to fund these  expenditures  with  operating  cash  flows,
borrowings under its bank credit  facility,  and offerings of debt and/or equity
securities.  As of March 31, 2000,  the Company had $20.2 million in outstanding
purchase commitments attributable to its capital projects. Of this amount, $13.2
million is related to the  construction  of the  Lou-Tex NGL  Pipeline  and $0.6
million is associated with capital projects which will be recorded as additional
investments in unconsolidated affiliates.

         DISTRIBUTIONS AND DIVIDENDS FROM UNCONSOLIDATED AFFILIATES

         Distributions from unconsolidated affiliates. The Company received $7.2
million in distributions from its equity method investments in the first quarter
of 2000  compared  to $2.5  million  for the same  period  in 1999.  Of the $4.7
million increase in distributions,  $3.2 million was from EPIK. As noted before,
EPIK's  earnings  increased  in the first  quarter of 2000 due to higher  export
activity.  In addition,  the first quarter of 2000 reflects $1.7 million in cash
receipts from Promix which was acquired as a result of the TNGL  acquisition  in
August 1999.

         Dividends received from unconsolidated affiliates. The Company received
$1.2 million in cash dividend payments from its cost method investments in Dixie
and VESCO.  Specifically,  dividends  paid by Dixie and VESCO were $0.6  million
each.  Distributions received from these investments are recorded by the Company
as  "Dividend  income  from  unconsolidated  affiliates"  in the  Statements  of
Consolidated  Operations.  Both Dixie and VESCO were  acquired in August 1999 as
part of the TNGL acquisition.

         LONG-TERM DEBT

         Long-term  debt at March 31,  2000 was  comprised  of $350  million  in
5-year  public  Senior  Notes (the  "Senior  Notes")  and $54 million in Taxable
Industrial  Development  Bonds (the "Revenue  Bonds") issued by the  Mississippi
Business Finance Corporation  ("MBFC").  The issuance of the $350 Million Senior
Notes  represented  a  partial  takedown  of the $800  million  universal  shelf
registration (the  "Registration  Statement") that was filed with the Securities
and Exchange  Commission  in December  1999.  The proceeds from the $350 Million
Senior  Notes and the $54  million  Revenue  Bonds were used to  extinguish  all
outstanding  balances  owed under the $200 Million Bank Credit  Facility and the
$350 Million Bank Credit Facility.


                                       19
<PAGE>

         The following table summarizes long-term debt at:

                                                MARCH 31,         DECEMBER 31,
                                                  2000                1999
                                           -------------------------------------
Borrowings under:
     $200 Million Bank Credit Facility                         $    129,000
     $350 Million Bank Credit Facility                              166,000
     $350 Million Senior Notes              $   350,000
     $54  Million Revenue Bonds                  54,000
                                           -------------------------------------
              Total                             404,000             295,000
Less current maturities of long-term debt            -              129,000
                                           -------------------------------------
              Long-term debt                $   404,000        $    166,000
                                           =====================================

         At March 31,  2000,  the  Company had a total of $40 million of standby
letters  of credit  available,  and  approximately  $13.3  million of letters of
credit outstanding under letter of credit agreements with the banks.

         Bank Credit Facilities

         $200 Million Bank Credit  Facility.  In July 1998, the Company  entered
into a $200 Million Bank Credit  Facility  that  included a $50 million  working
capital facility and a $150 million  revolving term loan facility.  On March 15,
2000,  the Company used $169  million of the  proceeds  from the issuance of the
$350  Million  Senior  Notes to retire the  outstanding  balance on this  credit
facility in accordance with its agreement with the banks.

         $350 Million Bank Credit  Facility.  In July 1999, the Company  entered
into a $350 Million Bank Credit  Facility  that  includes a $50 million  working
capital  facility  and a $300 million  revolving  term loan  facility.  The $300
million  revolving  term loan  facility  includes a sublimit  of $40 million for
letters of credit.  Borrowings  under the $350 Million Bank Credit Facility will
bear  interest at either the bank's prime rate or the  Eurodollar  rate plus the
applicable  margin as defined in the facility.  The Company elects the basis for
the interest rate at the time of each borrowing.

         This  facility  will  expire  in July  2001  and all  amounts  borrowed
thereunder  shall be due and  payable  at that  time.  There  must be no  amount
outstanding  under the working capital facility for at least 15 consecutive days
during each fiscal  year.  In March 2000,  the Company  used $179 million of the
proceeds from the issuance of the $350 Million Senior Notes and $47 million from
the issuance of the $54 million Revenue Bonds to payoff the outstanding  balance
on this credit  facility.  No amount was  outstanding on this credit facility at
March 31, 2000.

         As amended on July 28,  1999,  the credit  agreement  relating  to this
facility contains a prohibition on distributions on, or purchases or redemptions
of,  Units of the  Limited  Partner if any event of default  is  continuing.  In
addition,  this bank credit facility  contains various  affirmative and negative
covenants  applicable to the ability of the Company to, among other things,  (i)
incur certain  additional  indebtedness,  (ii) grant certain  liens,  (iii) sell
assets in excess of certain  limitations,  (iv) make investments,  (v) engage in
transactions with affiliates and (vi) enter into a merger, consolidation or sale
of assets.  The bank  credit  facility  requires  that the  Company  satisfy the
following  financial  covenants at the end of each fiscal quarter:  (i) maintain
Consolidated  Tangible Net Worth (as defined in the bank credit  facility) of at
least $250  million,  (ii)  maintain  a ratio of EBITDA (as  defined in the bank
credit facility) to Consolidated Interest Expense (as defined in the bank credit
facility)  for the  previous  12-month  period  of at least 3.5 to 1.0 and (iii)
maintain a ratio of Total  Indebtedness (as defined in the bank credit facility)
to EBITDA of no more than 3.0 to 1.0. The Company was in  compliance  with these
restrictive covenants at March 31, 2000.

         Senior Notes and Revenue Bonds

         $350 Million Senior Notes.  On March 13, 2000, the Company  completed a
public offering of $350 million in principal amount of 8.25%  fixed-rate  Senior
Notes due March 15,  2005 ( "Senior  Notes") at a price to the public of 99.948%
per  Senior  Note.  In the  offering,  the  Company  received  proceeds,  net of
underwriting  discounts and commissions,  of approximately  $347.7 million.  The
proceeds were used to pay the entire $169 million outstanding  principal balance


                                       20
<PAGE>

on the $200 Million Bank Credit Facility and to pay  approximately  $179 million
of the $226  million  outstanding  principal  balance on the $350  Million  Bank
Credit Facility.

         The Senior  Notes are subject to a make-whole  redemption  right by the
Company.  The Senior Notes are an unsecured  obligation  of the Company and rank
equally with its existing and future unsecured and  unsubordinated  indebtedness
and  senior  to any  future  subordinated  indebtedness.  The  Senior  Notes are
guaranteed  by the  Limited  Partner  through an  unsecured  and  unsubordinated
guarantee.  The Senior Notes were issued under an indenture  containing  certain
restrictive  covenants.  These covenants restrict the ability of the Company and
the Limited Partner,  with certain  exceptions,  to incur debt secured by liens;
and engage in sale and leaseback transactions.

         Settlement was completed on March 15, 2000. The offering of the Senior
Notes was a takedown  under the  Company's  and Limited  Partner's  $800 million
Registration Statement;  therefore, the amount of securities available under the
Registration Statement is reduced to $450 million.

         $54 Million  Revenue Bonds.  On March 27, 2000, the Company  executed a
$54 million loan  agreement  with the MBFC which was funded by the proceeds from
the sale of Revenue Bonds by the MBFC.  The Revenue Bonds issued by the MBFC are
10-year  bonds  with a  maturity  date of  March 1,  2010 and bear a  fixed-rate
interest coupon of 8.70 percent.  The Company received proceeds from the sale of
the  Revenue  Bonds,  net  of  underwriting   discounts  and   commissions,   of
approximately  $53.6  million.  The proceeds  were used to pay the remaining $47
million  outstanding  principal balance on the $350 Million Bank Credit Facility
and for working capital and other general partnership  purposes. In general, the
proceeds of the Revenue  Bonds were used to  reimburse  the Company for costs it
incurred in acquiring and constructing the Pascagoula,  Mississippi  natural gas
processing plant.

         The Revenue Bonds were issued at par and are subject to a make-whole
redemption right by the Company. The Revenue Bonds are guaranteed by the Limited
Partner through an unsecured and  unsubordinated  guarantee.  The loan agreement
contains certain covenants including maintaining appropriate levels of insurance
on the Pascagoula  natural gas processing  facility and  restrictions  regarding
mergers.

         Interest Rate Swaps

         In March 2000, the Company entered into interest rate swaps whereby the
fixed-rate of interest on a portion of the $350 Million Senior Notes and the $54
Million  Revenue  Bonds was  swapped  for  floating  rates tied to the six month
London Interbank Offering Rate ("LIBOR"). Interest rate swaps are used to manage
the  partnership's  exposure to changes in interest  rates and to lower  overall
costs of  financing.  Interest  rate swaps  allow the  Company to raise funds at
fixed rates and  effectively  swap them into floating  rates that are lower than
those  available  to the  partnership  if  floating-rate  borrowings  were  made
directly.  These  agreements  involve the  exchange of  fixed-rate  payments for
floating-rate payments without the exchange of the underlying principal amount.

         At  March  31,  2000,   the  Company  had  three  interest  rate  swaps
outstanding with banks. The notional amount of these swaps totaled $154 million,
with $100  million  expiring  in five years on the Senior  Notes and $54 million
expiring  in ten years on the  Revenue  Bonds.  The  notional  amount is used to
measure the volume of these contracts and does not represent  exposure to credit
loss. In the event of default by a counterparty,  the risk in these transactions
is the cost of replacing the interest-rate contract at current market rates. The
Company  monitors its  positions and the credit  ratings of its  counterparties.
Management  believes  the  risk of  incurring  losses  is  remote,  and  that if
incurred,  such losses would be immaterial.  At March 31, 2000, the two interest
rate swaps on the Senior Notes had effectively  reduced the fixed-rate  interest
of 8.25% to floating-rate  interest of 6.95% on a notional amount of $50 million
and to floating-rate  interest of 6.955% on an additional notional amount of $50
million.  With regards to the  interest  rate swap  associated  with the Revenue
Bonds,  the swap had  effectively  reduced the  fixed-rate  interest of 8.70% to
7.2475% on a notional amount of $54 million.  The effective date of the interest
rate swap  agreements  related  to the Senior  Notes was March 22,  2000 and the
Revenue Bonds was March 23, 2000.

                                       21
<PAGE>

MTBE FACILITY

         The Company owns a 33.33% economic interest in the BEF partnership that
owns the MTBE  production  facility  located  within the Company's  Mont Belvieu
complex.  The production of MTBE is driven by oxygenated  fuels programs enacted
under the federal Clean Air Act  Amendments of 1990 and other  legislation.  Any
changes to these programs that enable  localities to opt out of these  programs,
lessen the requirements  for oxygenates or favor the use of non-isobutane  based
oxygenated  fuels reduce the demand for MTBE and could have an adverse effect on
the Company's results of operations.

         In recent years,  MTBE has been detected in water  supplies.  The major
source of the ground water  contamination  appears to be leaks from  underground
storage  tanks.  Although  these  detections  have  been  limited  and the great
majority  of these  detections  have been  well  below  levels of public  health
concern,  there have been  actions  calling for the  phase-out  of MTBE in motor
gasoline in various federal and state governmental agencies.

         In  light  of  these   developments,   the  Company  is  formulating  a
contingency   plan  for  use  of  the  BEF  facility  if  MTBE  were  banned  or
significantly  curtailed.  Management is exploring a possible  conversion of the
BEF  facility  from MTBE  production  to  alkylate  production.  At present  the
forecast  cost of this  conversion  would be in the $20  million to $25  million
range,  with the Company's share being $6.7 million to $8.3 million.  Management
anticipates that if MTBE is banned alkylate demand will rise as producers use it
to replace MTBE as an octane enhancer.  Alkylate production would be expected to
generate  spot market  margins  comparable  to those of MTBE.  Greater  alkylate
production would be expected to increase  isobutane  consumption  nationwide and
result in improved isomerization margins for the Company.

         Sun, the MTBE facility's major customer and one of the partners of BEF,
has entered into a contract with BEF to take all of the MTBE production  through
September  2004.  Under the terms of its agreement  with BEF, Sun is required to
pay through May 2000,  the higher of a floor price or a  market-based  price for
the first 193,450,000  gallons per contract year (running June 1 through May 31)
of production from the BEF facility, subject to quarterly adjustments on certain
volumes.  The floor price  arrangement  coincided  with the five-year  term loan
amortization  of BEF. Sun is required to pay a  market-based  priced for volumes
produced in excess of  193,450,000  gallons per contract  year.  Generally,  the
floor price charged by BEF to Sun has been above the spot market price for MTBE.
For example,  the floor price for March 2000 was approximately  $1.15 per gallon
compared to the average Gulf Coast MTBE spot price of $1.03 per gallon.  For the
first  quarter of 2000,  the floor price  averaged  $1.18 per gallon  versus the
average  Gulf Coast MTBE spot price of $.97 per gallon.  Beginning in June 2000,
pricing on all volumes will convert to market-based rates with the final payment
on the BEF term loan occurring in May 2000.

YEAR 2000 READINESS DISCLOSURE

         The Company's  efforts at preparing  its computer  systems for the Year
2000 were successful and no significant problems were encountered. The Year 2000
Readiness team reported that all systems functioned properly as the date changed
from  December 31, 1999 to January 1, 2000.  The Company is also pleased to note
that no problems  were reported to it by its customers or vendors as a result of
the Year 2000 issue.  The Company  continues  to be vigilant in  monitoring  its
systems for any potential  Year 2000 problems that may arise in the  short-term.
There is no  assurance  that  residual  Year 2000  issues  will not arise in the
future  which  could have a material  adverse  effect on the  operations  of the
Company.

ACCOUNTING STANDARDS

          On June 6, 1999,  the Financial  Accounting  Standards  Board ("FASB")
issued Statement of Financial  Accounting Standard ("SFAS") No. 137, "Accounting
for Derivative Instruments and Hedging Activities-Deferral of the Effective Date
of FASB  Statement  No.  133-an  amendment  of FASB  Statement  No.  133"  which
effectively  delays the  application of SFAS No. 133  "Accounting for Derivative
Instruments  and Hedging  Activities"  for one year,  to fiscal years  beginning
after June 15, 2000.  Management is currently studying SFAS No. 133 for possible
impact on the consolidated financial statements when it is adopted in 2001.

                                       22
<PAGE>



UNCERTAINTY OF FORWARD-LOOKING STATEMENTS AND INFORMATION

         This quarterly report contains various  forward-looking  statements and
information that are based on the belief of the Company and the General Partner,
as well  as  assumptions  made by and  information  currently  available  to the
Company  and the  General  Partner.  When used in this  document,  words such as
"anticipate,"  "estimate,"  "project,"  "expect," "plan," "forecast,"  "intend,"
"could," and "may," and similar  expressions and statements  regarding the plans
and  objectives of the Company for future  operations,  are intended to identify
forward-looking statements. Although the Company and the General Partner believe
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable,  they can give no assurance that such  expectations will prove to be
correct.  Such  statements  are  subject to certain  risks,  uncertainties,  and
assumptions.  If one or more of these risks or uncertainties materialize,  or if
underlying assumptions prove incorrect,  actual results may vary materially from
those anticipated, estimated, projected, or expected. Among the key risk factors
that may have a direct  bearing  on the  Company's  results  of  operations  and
financial  condition are: (a)  competitive  practices in the industries in which
the Company  competes,  (b)  fluctuations  in oil,  natural gas, and NGL product
prices and  production,  (c) operational  and systems risks,  (d)  environmental
liabilities  that are not covered by indemnity or  insurance,  (e) the impact of
current and future laws and governmental  regulations  (including  environmental
regulations) affecting the NGL industry in general, and the Company's operations
in particular,  (f) loss of a significant customer,  and (g) failure to complete
one or more new projects on time or within budget.


                                       23
<PAGE>

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Company is exposed to financial market risks,  including changes in
interest rates with respect to a portion of its debt  obligations and changes in
commodity prices.  The Company may use derivative  financial  instruments (i.e.,
futures,  forwards, swaps, options, and other financial instruments with similar
characteristics)  to mitigate  these risks.  The Company does not use derivative
financial instruments for speculative (or trading) purposes.

         Beginning  with the  fourth  quarter  of 1999,  the  Company  adopted a
commercial  policy  to  manage  exposures  to the  risks  generated  by the  NGL
businesses  acquired in the TNGL acquisition.  The objective of the policy is to
assist the Company in achieving  its  profitability  goals while  maintaining  a
portfolio of  conservative  risk,  defined as remaining with the position limits
established by the Board of Directors of the General  Partner.  The Company will
enter into risk  management  transactions  to manage  price  risk,  basis  risk,
physical risk or other risks related to energy  commodities on both a short-term
(less than 30 days) and long-term  basis,  not to exceed 18 months.  The General
Partner has  established a Risk  Committee (the  "Committee")  that will oversee
overall  strategies  associated with physical and financial risks. The Committee
will approve specific commercial policies of the Company subject to this policy,
including  authorized  products,  instruments and markets. The Committee is also
charged with  establishing  specific  guidelines and procedures for implementing
the policy and ensuring compliance with the policy.

INTEREST RATE RISK

         Variable-rate  Debt.  At March 31,  2000 and  December  31,  1999,  the
Company had no derivative  instruments in place to cover any potential  interest
rate risk on its  variable-rate  debt  obligations.  Variable interest rate debt
obligations do expose the Company to possible  increases in interest expense and
decreases in earnings if interest  rates were to rise.  The Company's  long-term
debt associated with the $200 Million and $350 Million Bank Credit Facilities is
at variable interest rates.

         If  the  weighted   average  base  interest   rates   selected  on  the
variable-rate  long-term  debt at December 31, 1999 were to have been 10% higher
than the weighted  average of the actual base interest rates selected,  assuming
no changes in weighted average variable debt levels, interest expense would have
increased  by  approximately  $1.4  million  with a  corresponding  decrease  in
earnings  before  minority  interest.  No  calculation  has  been  made  on  the
variable-rate  debt for March 31,  2000  since no amount was  outstanding  under
either the $200 Million or $350 Million Bank Credit Facility.

         Fixed-rate  Debt. In March 2000, the Company entered into interest rate
swaps whereby the fixed-rate of interest on a portion of the $350 Million Senior
Notes and the $54 Million  Revenue Bonds was swapped for floating  rates tied to
the six month London Interbank Offering Rate ("LIBOR").  Interest rate swaps are
used to manage the  partnership's  exposure to changes in interest  rates and to
lower overall costs of financing. Interest rate swaps allow the Company to raise
funds at fixed  rates and  effectively  swap them into  floating  rates that are
lower than those available to the partnership if  floating-rate  borrowings were
made directly.  These agreements involve the exchange of fixed-rate payments for
floating-rate payments without the exchange of the underlying principal amount.

         At  March  31,  2000,   the  Company  had  three  interest  rate  swaps
outstanding with banks. The notional amount of these swaps totaled $154 million,
with $100  million  expiring  in five years on the Senior  Notes and $54 million
expiring in ten years on the Bonds.  The notional  amount is used to measure the
volume of these contracts and does not represent exposure to credit loss. In the
event of default by a counterparty,  the risk in these  transactions is the cost
of replacing the  interest-rate  contract at current  market rates.  The Company
monitors its positions and the credit ratings of its counterparties.  Management
believes the risk of  incurring  losses is remote,  and that if  incurred,  such
losses would be  immaterial.  At March 31, 2000,  the two interest rate swaps on
the Senior Notes had  effectively  reduced the  fixed-rate  interest of 8.25% to
floating-rate  interest  of 6.95% on a  notional  amount of $50  million  and to
floating-rate  interest  of  6.955%  on an  additional  notional  amount  of $50
million.  With regards to the interest rate swap associated with the Bonds,  the
swap had  effectively  reduced the fixed-rate  interest of 8.70% to 7.2475% on a
notional  amount of $54 million.  The  effective  date of the interest rate swap
agreements  related  to the  Senior  Notes was March 22,  2000 and the Bonds was
March 23, 2000.

                                       24
<PAGE>

         If the six month  LIBOR  rates on the  notional  amounts of  fixed-rate
long-term debt at March 31, 2000 were to have been 10% higher than the six month
LIBOR rates actually used in the swap agreement, assuming no changes in weighted
average  fixed-rate debt levels,  interest expense for the first quarter of 2000
would have increased by approximately  $26,500 with a corresponding  decrease in
earnings before minority interest.

         Other.  At March 31, 2000 and December 31, 1999,  the Company had $49.7
million and $5.2 million  invested in cash and cash  equivalents,  respectively.
All cash equivalent investments other than cash are highly liquid, have original
maturities of less than three months,  and are considered to have  insignificant
interest rate risk.

COMMODITY PRICE RISK

         The  Company  is  exposed  to  commodity  price  risk  through  its NGL
businesses acquired in the TNGL acquisition. In order to effectively manage this
risk, the Company may enter into swaps, forwards, commodity futures, options and
other derivative  commodity  instruments with similar  characteristics  that are
permitted  by contract or business  custom to be settled in cash or with another
financial  instrument.  The purpose of these risk  management  activities  is to
hedge  exposure to price risks  associated  with natural  gas, NGL  inventories,
commitments and certain anticipated  transactions.  The table below presents the
hypothetical  changes in fair values arising from immediate  selected  potential
changes  in  the  quoted  market  prices  of  derivative  commodity  instruments
outstanding  at  December  31,  1999 and March 31,  2000.  Gain or loss on these
derivative commodity instruments would be offset by a corresponding gain or loss
on the hedged commodity positions, which are not included in the table. The fair
value of the  commodity  futures at  December  31,  1999 and March 31,  2000 was
estimated at $0.5 million  payable and $0.7  million  receivable,  respectively,
based on quoted market prices of comparable  contracts and  approximate the gain
or loss that would have been  realized if the  contracts had been settled at the
balance  sheet date.  The change in fair value of the  commodity  futures  since
December 31, 1999 is primarily due to an increase in volumes  hedged,  change in
composition of commodities hedged and higher natural gas prices.

<TABLE>
<CAPTION>
(MILLIONS OF DOLLARS)                 NO CHANGE             10% INCREASE                   10% DECREASE
                                      ---------             ------------                   ------------

   IMPACT OF CHANGES IN QUOTED          FAIR            FAIR         INCREASE          FAIR          INCREASE
        MARKET PRICES ON:               VALUE          VALUE        (DECREASE)         VALUE        (DECREASE)
------------------------------------------------------------------------------------------------------------------

Commodity futures
<S>                                      <C>            <C>             <C>            <C>             <C>
       At December 31, 1999              $   (0.5)      $     1.2       $     1.7      $    (2.2)      $    (1.7)
       At March 31, 2000                 $    0.7       $     1.9       $     1.2      $    (0.4)      $    (1.1)
</TABLE>


                                       25
<PAGE>

PART II.    OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

         The  following  table shows the Use of Proceeds  from the $350  Million
Senior Notes and the $54 Million  Revenue  Bonds  completed  in March 2000.  The
Senior Notes  represented a takedown of the Company's and Limited Partner's $800
million Registration Statement filed with the Securities and Exchange Commission
in December 1999. All amounts are in millions unless noted otherwise.

Sources of funds:
       8.25%, 5-year Senior Notes                             $    350
       8.70%, 10-year Revenue Bonds                                 54
                                                            -----------
           Total sources of funds                             $    404
                                                            ===========

Uses of funds:
       Retire balance on $200 Million Bank Credit Facility    $   (169)
       Retire balance on $350 Million Bank Credit Facility        (226)
       Other general partnership purposes                           (9)
                                                            -----------
            Total uses of funds                               $   (404)
                                                            ===========

          See Note 4 of the Notes to  Consolidated  Financial  Statements  for a
description of the Senior Notes and Revenue Bonds.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

*1.1      Underwriting Agreement dated March 10, 2000, among Enterprise Products
          Partners L.P.,  Enterprise  Products  Operating L.P., Chase Securities
          Inc.,   Lehman  Brothers  Inc.,  Banc  One  Capital   Markets,   Inc.,
          FleetBoston  Robertson  Stephens Inc., First Union  Securities,  Inc.,
          Scotia Capital (USA) Inc. and SG Cowen Securities  Corp.  (Exhibit 1.1
          on Form 8-K filed March 10, 2000).

*3.1      Form of Amended  and  Restated  Agreement  of Limited  Partnership  of
          Enterprise   Products  Partners  L.P.  (Exhibit  3.1  to  Registration
          Statement on Form S-1, File No. 333-52537, filed on May 13, 1998).

*3.2      Form of Amended  and  Restated  Agreement  of Limited  Partnership  of
          Enterprise  Products  Operating  L.P.  (Exhibit  3.2  to  Registration
          Statement on Form S-1/A, File No. 333-52537, filed on July 21, 1998).

*3.3      LLC Agreement of Enterprise  Products GP (Exhibit 3.3 to  Registration
          Statement on Form S-1/A, File No. 333-52537, filed on July 21, 1998).

*3.4      Second  Amended  and  Restated  Agreement  of Limited  Partnership  of
          Enterprise  Products  Partners L.P.  dated  September  17, 1999.  (The
          Company  incorporates by reference the above document  included in the
          Schedule 13D filed  September  27, 1999 by Tejas Energy LLC ; filed as
          Exhibit 99.7 on Form 8-K dated October 4, 1999).

*3.5      First  Amended and Restated  Limited  Liability  Company  Agreement of
          Enterprise Products GP, LLC dated September 17, 1999. (Exhibit 99.8 on
          Form 8-K/A-1 filed October 27, 1999).

*4.1      Form of Common Unit certificate (Exhibit 4.1 to Registration Statement
          on Form S-1/A, File No. 333-52537, filed on July 21, 1998).

*4.2      $200 million Credit  Agreement  among  Enterprise  Products  Operating
          L.P., the Several Banks from Time to Time Parties  Hereto,  Den Norske
          Bank  ASA,  and Bank of  Tokyo-Mitsubishi,  Ltd.,  Houston  Agency  as
          Co-Arrangers,   The  Bank  of  Nova  Scotia,  as  Co-Arranger  and  as
          Documentation Agent and The Chase Manhattan Bank as Co-Arranger and as
          Agent  dated  as of  July  27,  1998 as  Amended  and  Restated  as of
          September 30, 1998.  (Exhibit 4.2 on Form 10-K for year ended December
          31, 1998, filed March 17, 1999).

                                       26
<PAGE>

*4.3      First  Amendment to $200 million Credit  Agreement dated July 28, 1999
          among  Enterprise  Products  Operating  L.P.  and  the  several  banks
          thereto. (Exhibit 99.9 on Form 8-K/A-1 filed October 27, 1999).

*4.4      $350 million Credit  Agreement  among  Enterprise  Products  Operating
          L.P., BankBoston,  N.A., Societe Generale,  Southwest Agency and First
          Union National Bank, as  Co-Arrangers,  The Chase  Manhattan  Bank, as
          Co-Arranger and as  Administrative  Agent,  The First National Bank of
          Chicago,  as Co-Arranger and as Documentation  Agent, The Bank of Nova
          Scotia,  as Co-Arranger and Syndication  Agent,  and the Several Banks
          from Time to Time  parties  hereto  with First Union  Capital  Markets
          acting as  Managing  Agent and Chase  Securities  Inc.  acting as Lead
          Arranger and Book Manager dated July 28, 1999  (Exhibit  99.10 on Form
          8-K/A-1 filed October 27, 1999).

*4.5      Unitholder  Rights  Agreement  among Tejas Energy LLC, Tejas Midstream
          Enterprises,   LLC,  Enterprise  Products  Partners  L.P.,  Enterprise
          Products  Operating  L.P.,  Enterprise  Products  Company,  Enterprise
          Products GP, LLC and EPC Partners II, Inc.  dated  September 17, 1999.
          (The Company  incorporates by reference the above document included in
          the Schedule 13D filed  September 27, 1999 by Tejas Energy LLC;  filed
          as Exhibit 99.5 on Form 8-K dated October 4, 1999).

*4.6      Form of  Indenture  dated  as of  March  15,  2000,  among  Enterprise
          Products Operating L.P., as Issuer, Enterprise Products Partners L.P.,
          as Guarantor, and First Union National Bank, as Trustee.  (Exhibit 4.1
          on Form 8-K filed March 10, 2000).

*4.7      Form of Global  Note  representing  all 8.25%  Senior  Notes Due 2005.
          (Exhibit 4.2 on Form 8-K filed March 10, 2000).

*4.8      Second Amendment, dated as of January 24, 2000, to $200 Million Credit
          Agreement  dated as of July 27,  1998,  as Amended and  Restated as of
          September 30, 1998, among Enterprise  Products  Operating L.P. and the
          several banks thereto. (Exhibit 4.3 on Form 8-K filed March 10, 2000).

*4.9      First Amendment,  dated as of January 24, 2000, to $350 Million Credit
          Agreement among Enterprise Products Operating L.P., BankBoston,  N.A.,
          Societe  Generale,  Southwest Agency and First Union National Bank, as
          Co-Arrangers,   The  Chase  Manhattan  Bank,  as  Co-Arranger  and  as
          Administrative   Agent,   BankOne   N.A.,   as  Co-  Arranger  and  as
          Documentation  Agent,  The Bank of Nova Scotia,  as Co-Arranger and as
          Syndication  Agent,  and the several  Banks from time to time  parties
          thereto, with First Union Capital Markets acting as Managing Agent and
          Chase  Securities Inc. acting as Lead Arranger and Manager dated as of
          July 28, 1999. (Exhibit 4.4 on Form 8-K filed March 10, 2000).

*4.10     Second  Amendment,  dated as of March 7, 2000, to $350 Million  Credit
          Agreement among Enterprise Products Operating L.P., BankBoston,  N.A.,
          Societe  Generale,  Southwest Agency and First Union National Bank, as
          Co-Arrangers,   The  Chase  Manhattan  Bank,  as  Co-Arranger  and  as
          Administrative   Agent,   BankOne   N.A.,   as  Co-  Arranger  and  as
          Documentation  Agent,  The Bank of Nova Scotia,  as Co-Arranger and as
          Syndication  Agent,  and the several  Banks from time to time  parties
          thereto, with First Union Capital Markets acting as Managing Agent and
          Chase  Securities Inc. acting as Lead Arranger and Manager dated as of
          July 28, 1999. (Exhibit 4.5 on Form 8-K filed March 10, 2000).

*4.11     Guaranty Agreement,  dated as of March 7, 2000, by Enterprise Products
          Partners L.P. in favor of The Chase Manhattan Bank, as  Administrative
          Agent,  with respect to the $350 Million Credit Agreement  referred to
          in  Exhibits  4.4 and 4.5.  (Exhibit  4.6 on Form 8-K filed  March 10,
          2000).

*10.1     Articles  of Merger  of  Enterprise  Products  Company,  HSC  Pipeline
          Partnership, L.P., Chunchula Pipeline Company, LLC, Propylene Pipeline
          Partnership, L.P., Cajun Pipeline Company, LLC and Enterprise Products
          Texas  Operating L.P. dated June 1, 1998 (Exhibit 10.1 to Registration
          Statement on Form S-1/A, File No: 333-52537, filed on July 8, 1998).

                                       27
<PAGE>

*10.2     Form of EPCO  Agreement  between  Enterprise  Products  Partners L.P.,
          Enterprise  Products Operating L.P.,  Enterprise  Products GP, LLC and
          Enterprise Products Company (Exhibit 10.2 to Registration Statement on
          Form S-1/A, File No. 333-52537, filed on July 21, 1998).

*10.3     Transportation Contract between Enterprise Products Operating L.P. and
          Enterprise  Transportation Company dated June 1, 1998 (Exhibit 10.3 to
          Registration  Statement on Form S-1/A,  File No.  333-52537,  filed on
          July 8, 1998).

*10.4     Venture  Participation  Agreement  between Sun  Company,  Inc.  (R&M),
          Liquid Energy Corporation and Enterprise Products Company dated May 1,
          1992  (Exhibit  10.4 to  Registration  Statement on Form S-1, File No.
          333-52537, filed on May 13, 1998).

*10.5     Partnership  Agreement  between Sun BEF,  Inc.,  Liquid  Energy  Fuels
          Corporation and Enterprise Products Company dated May 1, 1992 (Exhibit
          10.5 to Registration Statement on Form S-1, File No. 333-52537,  filed
          on May 13, 1998).

*10.6     Amended  and  Restated  MTBE  Off-Take   Agreement   between   Belvieu
          Environmental Fuels and Sun Company,  Inc. (R&M) dated August 16, 1995
          (Exhibit  10.6  to  Registration  Statement  on  Form  S-1,  File  No.
          333-52537, filed on May 13, 1998).

*10.7     Articles of Partnership of Mont Belvieu Associates dated July 17, 1985
          (Exhibit  10.7  to  Registration  Statement  on  Form  S-1,  File  No.
          333-52537, filed on May 13, 1998).

*10.8     First Amendment to Articles of Partnership of Mont Belvieu  Associates
          dated July 15, 1996  (Exhibit 10.8 to  Registration  Statement on Form
          S-1, File No. 333-52537, filed on May 13, 1998).

*10.9     Propylene   Facility  and  Pipeline   Agreement   between   Enterprise
          Petrochemical  Company and Hercules  Incorporated  dated  December 13,
          1978  (Exhibit  10.9 to  Registration  Statement on Form S-1, File No.
          333-52537, dated May 13, 1998).

*10.10    Restated  Operating  Agreement  for  the  Mont  Belvieu  Fractionation
          Facilities Chambers County, Texas between Enterprise Products Company,
          Texaco  Producing  Inc.,  El Paso  Hydrocarbons  Company and  Champlin
          Petroleum  Company dated July 17, 1985 (Exhibit 10.10 to  Registration
          Statement on Form S-1/A, File No. 333-52537, filed on July 8, 1998).

*10.11    Ratification and Joinder Agreement relating to Mont Belvieu Associates
          Facilities between Enterprise Products Company, Texaco Producing Inc.,
          El Paso  Hydrocarbons  Company,  Champlin  Petroleum  Company and Mont
          Belvieu  Associates dated July 17, 1985 (Exhibit 10.11 to Registration
          Statement on Form S-1/A, File No. 333-52537, filed on July 8, 1998).

*10.12    Amendment to Propylene  Facility and Pipeline Sales Agreement  between
          HIMONT U.S.A.,  Inc. and Enterprise  Products Company dated January 1,
          1993 (Exhibit 10.12 to Registration  Statement on Form S-1/A, File No.
          333-52537, filed on July 8, 1998).

*10.13    Amendment to Propylene  Facility and Pipeline Agreement between HIMONT
          U.S.A.,  Inc. and  Enterprise  Products  Company dated January 1, 1995
          (Exhibit  10.13 to  Registration  Statement  on Form  S-1/A,  File No.
          333-52537, filed on July 8, 1998).

*10.14    Fourth Amendment to Conveyance of Gas Processing  Rights between Tejas
          Natural Gas Liquids,  LLC and Shell Oil Company,  Shell  Exploration &
          Production Company,  Shell Offshore Inc., Shell Deepwater  Development
          Inc.,  Shell Land & Energy  Company and Shell  Frontier Oil & Gas Inc.
          dated  August 1, 1999.  (Exhibit  10.14 to Form 10-Q filed on November
          15, 1999).

*12.1     Computation  of ratio of earnings to fixed  charges for the year ended
          December 31, 1999. (Exhibit 12.1 on Form 8-K filed March 10, 2000).

                                       28
<PAGE>

*25.1     Statement of Eligibility and  Qualification  under the Trust Indenture
          Act of 1939 on Form T-1 of First Union National Bank. (Exhibit 25.1 on
          Form 8-K filed March 10, 2000).

*99.1     Contribution  Agreement  between  Tejas  Energy LLC,  Tejas  Midstream
          Enterprises,   LLC,  Enterprise  Products  Partners  L.P.,  Enterprise
          Products  Operating  L.P.,  Enterprise  Products  Company,  Enterprise
          Products GP, LLC and EPC Partners II, Inc.  dated  September 17, 1999.
          (The Company  incorporates by reference the above document included in
          the Schedule 13D filed  September 27, 1999 by Tejas Energy LLC;  filed
          as Exhibit 99.4 on Form 8-K dated October 4, 1999).

*99.2     Registration  Rights Agreement between Tejas Energy LLC and Enterprise
          Products   Partners  L.P.  dated  September  17,  1999.  (The  Company
          incorporates by reference the above document  included in the Schedule
          13D filed  September  27, 1999 by Tejas  Energy LLC ; filed as Exhibit
          99.6 on Form 8-K dated October 4, 1999).

27.1      Financial Data Schedule

---------------------

* Asterisk indicates exhibits incorporated by reference as indicated;  all other
exhibits are filed herewith


         (b) REPORTS ON FORM 8-K

         Three reports on Form 8-K were filed during the first quarter of fiscal
2000.

         On March 2, 2000,  a Form 8-K was filed  whereby the Company  filed the
Consent of Deloitte & Touche LLP  regarding the  incorporation  of their reports
into the  Registration  Statement No.  333-93239 of the Limited Partner and into
Registration  Statement No. 333-93239-01 of the Company.  Deloitte & Touche also
consented to the  reference  to their firm under the caption  "Experts" in those
registration statements.

         On March 10,  2000,  a Form 8-K was filed  whereby  the Company and the
Limited Partner  announced that they had entered into an underwriting  agreement
for the public  offering of $350  million of 8.25%  Senior Notes due 2005 of the
Company,  which Senior Notes are unconditionally  guaranteed by the Company. One
of the  purposes of this Form 8-K was to file  certain  exhibits  related to the
offering of the Senior  Notes and  amendments  to the $200  Million  Bank Credit
Facility and the $350 Million Bank Credit Facility.

         On March 20, 2000, a Form 8-K was filed  whereby the Company  announced
that the Neptune natural gas processing plant had commenced operations. Neptune,
with the capacity to process 300 million cubic feet per day ("MMcfd") of natural
gas, is located in St. Mary Parish,  Louisiana and processes natural gas that is
transported on the Nautilus pipeline system.  The Company operates the plant and
has a 66 percent  ownership  interest,  with  Marathon  Oil Company  holding the
remaining 34 percent interest.



                                       29
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 ENTERPRISE PRODUCTS OPERATING L.P.
                                 (A Delaware Limited Partnership)

                                  By:      Enterprise Products GP, LLC
                                           as General Partner


Date:   May 11, 2000                       /s/  Gary L. Miller
                                           _____________________________________
                                           Executive Vice President
                                           Chief Financial Officer and Treasurer