|UNITED
STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
|----------------------------------------------------------------------

|FORM
10-Q
|---------

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

|For the quarterly period ended June 30, 2003
|--------------------------------------------

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

|For
the transition period from ________ to ________.
|----------------------------------------------------

|Commission
file numbers: 1-14323                                                      333-93239-01
|--------------------------------------------------------------------------------------------------

|ENTERPRISE PRODUCTS PARTNERS L.P.
ENTERPRISE PRODUCTS OPERATING L.P.
(Exact name of registrants as specified in their charters)
|-------------------------------------------------------------------------------------------------------------------------------

|Delaware                                                       |  | 76-0568219                          
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 76-0568220                          
|(State or other jurisdiction of
incorporation of organization) |  | (I.R.S. Employer Identification No.)

|2727
North Loop West, Houston, Texas 77008-1037 (Address of principal executive
offices)       (Zip Code)
|---------------------------------------------------------------------------------------------------------

|Registrants
telephone number, including area code:   (713) 880-6500
|--------------------------------------------------------------------

Indicate
by check mark whether the registrants: (1) have 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 registrants were required to file such reports), and
(2) have been subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

Indicate
by check mark if either registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).

YES [X] NO [ ]

There
were 210,432,070 Common Units of Enterprise Products Partners L.P. outstanding at
August 1, 2003. Enterprise Products Partners L.P.s Common Units trade on the New
York Stock Exchange under symbol EPD. Enterprise Products Operating
L.P. is owned 98.9899% by its parent, EPD, and 1.0101% by the General Partner. No
common equity securities of Enterprise Products Operating L.P. are publicly-traded.



---

# EXPLANATORY NOTE

This
report constitutes a combined quarterly report on Form 10-Q for Enterprise Products
Partners L.P. (the Company)(Commission File No. 1-14323) and its 98.9899%
owned subsidiary, Enterprise Products Operating L.P. (the Operating
Partnership)(Commission File No. 333-93239-01). Since the Operating Partnership owns
substantially all of the Companys consolidated assets and conducts substantially all
of the Companys business and operations, the information set forth herein, except
for Part I, Item 1, constitutes combined information for the Company and the Operating
Partnership. In accordance with Rule 3-10 of Regulation S-X, Part I, Item 1 contains
separate financial statements for the Company and the Operating Partnership.



---

ENTERPRISE PRODUCTS PARTNERS L.P. 
ENTERPRISE PRODUCTS OPERATING L.P. 
TABLE OF CONTENTS

|                |                                                             | Page No.
|--------------- | ----------------------------------------------------------- | --------
|                | PART I                                                      |         
|               
|Glossary        |                                                             |         
|               
|Item 1.         | Financial Statements.                                       |         
|Item 1A.        | Enterprise Products Partners L.P.                           | 1       
|Item 1B.        | Enterprise Products Operating L.P.                          | 22      
|               
|Item 2.         | Management's Discussion and Analysis of Financial Condition |         
|                | and Results of Operations.                                  | 41      
|               
|Item 3.         | Quantitative and Qualitative Disclosures about Market Risk. | 60      
|               
|Item 4.         | Controls and Procedures.                                    | 61      
|               
|                | PART II                                                     |         
|               
|Item 6.         | Exhibits and Reports on Form 8-K.                           | 62      
|               
|Signatures page |                                                             | 65      



---

# Glossary

The following abbreviations, acronyms
or terms used in this Form 10-Q are defined below:

|                          |                                                                                    
|------------------------- | -----------------------------------------------------------------------------------
|Acadian Gas               | Acadian Gas, LLC and subsidiaries, acquired from Shell in April 2001               
|Accum. OCI                | Accumulated Other Comprehensive Income (Loss), as applicable                       
|BBtus                     | Billion British thermal units, a measure of heating value                          
|BEF                       | Belvieu Environmental Fuels, an equity investment of EPOLP                         
|Belle Rose                | Belle Rose NGL Pipeline LLC, an equity investment of EPOLP                         
|BRF                       | Baton Rouge Fractionators LLC, an equity investment of EPOLP                       
|BRPC                      | Baton Rouge Propylene Concentrator, LLC, an equity investment of EPOLP             
|Btu                       | British thermal unit, a measure of heating value                                   
|CEO                       | Chief Executive Officer                                                            
|CFO                       | Chief Financial Officer                                                            
|CMAI                      | Chemical Market Associates, Inc.                                                   
|Company                   | Enterprise Products Partners L.P. and its consolidated subsidiaries, including     
|                          | the Operating Partnership                                                          
|Diamond-Koch              | Refers to affiliates of Valero Energy Corporation and Koch Industries, Inc.        
|Dixie                     | Dixie Pipeline Company, an equity investment of EPOLP                              
|EPCO                      | Enterprise Products Company (including its affiliates), an affiliate of the Company
|                          | and our ultimate parent company                                                    
|EPIK                      | EPIK Terminalling L.P. and EPIK Gas Liquids, LLC, collectively, an equity          
|                          | investment of EPOLP until March 1, 2003, after which time it became 100%           
|                          | owned by EPOLP                                                                     
|EPOLP                     | Enterprise Products Operating L.P., the operating subsidiary of the Company        
|                          | (also referred to as the "Operating Partnership")                                  
|Evangeline                | Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively, an   
|                          | equity investment of EPOLP                                                         
|FASB                      | Financial Accounting Standards Board                                               
|Feedstock                 | A raw material required for an industrial process such as in petrochemical         
|                          | manufacturing                                                                      
|Forward sales contracts   | The sale of a commodity or other product in a current period for delivery in a     
|                          | future period                                                                      
|GAAP                      | Generally Accepted Accounting Principles in the United States of America           
|General Partner           | Enterprise Products GP, LLC, the General Partner of the Company and the            
|                          | Operating Partnership                                                              
|La Porte                  | La Porte Pipeline Company, L.P. and La Porte GP, LLC, collectively, an equity      
|                          | investment of EPOLP                                                                
|MBA                       | Mont Belvieu Associates, see "MBA acquisition" below                               
|MBA acquisition           | Refers to the acquisition of Mont Belvieu Associates' remaining interest in the    
|                          | Mont Belvieu NGL fractionation facility in 1999                                    
|MBFC                      | Mississippi Business Finance Corporation                                           
|MBPD                      | Thousand barrels per day                                                           
|Mid-America               | Mid-America Pipeline Company, LLC (we acquired an indirect 98% interest in         
|                          | Mid-America in July 2002)                                                          
|MMBtus                    | Million British thermal units, a measure of heating value                          
|Mont Belvieu              | Mont Belvieu, Texas                                                                
|Mont Belvieu Storage II   | Refers to NGL and petrochemical storage businesses located in Mont Belvieu that    
|                          | were acquired from Diamond-Koch                                                    
|Mont Belvieu Splitter III | See "Splitter III"                                                                 
|Moody's                   | Moody's Investors Service                                                          
|MTBE                      | Methyl tertiary butyl ether                                                        
|Nemo                      | Nemo Gathering Company, LLC, an equity investment of EPOLP                         
|Neptune                   | Neptune Pipeline Company LLC, an equity investment of EPOLP                        
|NGL or NGLs               | Natural gas liquid(s)                                                              



---

# Glossary (continued)

|                      |                                                                                 
|--------------------- | --------------------------------------------------------------------------------
|NYMEX                 | New York Merchantile Exchange                                                   
|NYSE                  | New York Stock Exchange                                                         
|OPIS                  | Oil Price Information Service                                                   
|Operating Partnership | Enterprise Products Operating L.P. and its subsidiaries                         
|OTC                   | Olefins Terminal Corporation, an equity investment of the Company               
|Promix                | K/D/S Promix LLC, an equity investment of EPOLP                                 
|SEC                   | U.S. Securities and Exchange Commission                                         
|Seminole              | Seminole Pipeline Company (we acquired an indirect 78.4% interest in Seminole in
|                      | July 2002)                                                                      
|SFAS                  | Statement of Financial Accounting Standards issued by the FASB                  
|Shell                 | Shell Oil Company, its subsidiaries and affiliates                              
|Splitter III          | Refers to the propylene fractionation facility we acquired from Diamond-Koch    
|Starfish              | Starfish Pipeline Company LLC, an equity investment of EPOLP                    
|Throughput            | Refers to the physical movement of volumes through a pipeline                   
|Toca-Western          | Refers to natural gas processing and NGL fractionation assets acquired from     
|                      | Western Gas Resources, Inc.                                                     
|Tri-States            | Tri-States NGL Pipeline LLC, an equity investment of EPOLP                      
|Venice                | Refers to natural gas processing and NGL fractionation assets owned by VESCO    
|Unit                  | Refers to limited partner interests in the Company (i.e., Common, Subordinated  
|                      | and Special Units)                                                              
|VESCO                 | Venice Energy Services Company, LLC, a cost method investment of EPOLP          
|Williams              | The Williams Companies, Inc. and subsidiaries                                   
|Wilprise              | Wilprise Pipeline Company, LLC, an equity investment of EPOLP                   
|1999 Trust            | EPOLP 1999 Grantor Trust, a subsidiary of EPOLP                                 

For definitions of other commonly
used terms used in our industry, please refer to the Glossary section of our
2002 annual report on Form 10-K/A (Commission File No. 1-14323).



---

# PART I. FINANCIAL STATEMENTS.
 Item 1A. ENTERPRISE PRODUCTS PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

|ASSETS                                                                        | June 30,
2003 | December 31,
2002
|----------------------------------------------------------------------------- | ------------- | -----------------
|Current Assets                                                                |               |                  
|Cash and cash equivalents  (includes restricted cash of $21,532 at            |               |                  
|June 30, 2003 and $8,751 at December 31, 2002)                                |               |                  
|Accounts and notes receivable - trade, net of allowance for doubtful accounts |               |                  
|of $19,920 at June 30, 2003 and $21,196 at December 31, 2002                  |               |                  
|Accounts receivable - affiliates                                              |               |                  
|Inventories                                                                   |               |                  
|Prepaid and other current assets                                              |               |                  
|                                                                              |              
|Total current assets                                                          |               |                  
|Property, Plant and Equipment, Net                                            |               |                  
|Investments in and Advances to Unconsolidated Affiliates                      |               |                  
|Intangible Assets, net of accumulated amortization of $32,724 at              |               |                  
|June 30, 2003 and $25,546 at December 31, 2002                                |               |                  
|Goodwill                                                                      |               |                  
|Deferred Tax Asset                                                            |               |                  
|Long-Term Receivables                                                         |               |                  
|Other Assets                                                                  |               |                  
|                                                                              |              
|Total                                                                         |               |                  
|                                                                              |              
|                                                                             
|LIABILITIES AND PARTNERS EQUITY                                              |               |                  
|Current Liabilities                                                           |               |                  
|Current maturities of debt                                                    |               |                  
|Accounts payable - trade                                                      |               |                  
|Accounts payable - affiliates                                                 |               |                  
|Accrued gas payables                                                          |               |                  
|Accrued expenses                                                              |               |                  
|Accrued interest                                                              |               |                  
|Other current liabilities                                                     |               |                  
|                                                                              |              
|Total current liabilities                                                     |               |                  
|Long-Term Debt                                                                |               |                  
|Other Long-Term Liabilities                                                   |               |                  
|Minority Interest                                                             |               |                  
|Commitments and Contingencies                                                 |               |                  
|Partners Equity                                                              |               |                  
|Common Units  (179,022,202 Units outstanding at June 30, 2003                 |               |                  
|and 141,694,766 at December 31, 2002)                                         |               |                  
|Subordinated Units (21,409,868 Units outstanding at June 30, 2003             |               |                  
|and 32,114,804 at December 31, 2002)                                          |               |                  
|Special Units (10,000,000 Units outstanding at June 30, 2003                  |               |                  
|and December 31, 2002)                                                        |               |                  
|Treasury Units, at cost (859,200 Common Units                                 |               |                  
|held at June 30, 2003 and December 31, 2002)                                  |               |                  
|General Partner                                                               |               |                  
|Accumulated Other Comprehensive Income (Loss)                                 |               |                  
|                                                                              |              
|Total Partners Equity                                                        |               |                  
|                                                                              |              
|Total                                                                         |               |                  
|                                                                              |              

See Notes to Unaudited
Consolidated Financial Statements

1

---

ENTERPRISE PRODUCTS PARTNERS L.P. 
STATEMENTS OF CONSOLIDATED OPERATIONS 
AND COMPREHENSIVE INCOME 
(Dollars in thousands, except per Unit amounts)

|                                                             | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------------------------------ | ----------------------------------- | ---------------------------------
|
|REVENUES                                                     |                                     |                                  
|Third parties                                                |                                     |                                  
|Related parties                                              |                                     |                                  
|                                                             |                                    
|Total                                                        |                                     |                                  
|                                                             |                                    
|COST AND EXPENSES                                            |                                     |                                  
|Operating costs and expenses                                 |                                     |                                  
|Third parties                                                |                                     |                                  
|Related parties                                              |                                     |                                  
|Selling, general and administrative costs                    |                                     |                                  
|Third parties                                                |                                     |                                  
|Related parties                                              |                                     |                                  
|                                                             |                                    
|Total                                                        |                                     |                                  
|                                                             |                                    
|EQUITY IN INCOME (LOSS) OF                                   |                                     |                                  
|UNCONSOLIDATED AFFILIATES                                    |                                     |                                  
|                                                             |                                    
|OPERATING INCOME                                             |                                     |                                  
|                                                             |                                    
|OTHER INCOME (EXPENSE)                                       |                                     |                                  
|Interest expense                                             |                                     |                                  
|Dividend income from unconsolidated affiliates               |                                     |                                  
|Interest income - other                                      |                                     |                                  
|Other, net                                                   |                                     |                                  
|                                                             |                                    
|Other income  (expense)                                      |                                     |                                  
|                                                             |                                    
|INCOME BEFORE PROVISION FOR INCOME                           |                                     |                                  
|TAXES AND MINORITY INTEREST                                  |                                     |                                  
|PROVISION FOR INCOME TAXES                                   |                                     |                                  
|                                                             |                                    
|INCOME BEFORE MINORITY INTEREST                              |                                     |                                  
|MINORITY INTEREST                                            |                                     |                                  
|                                                             |                                    
|NET INCOME                                                   |                                     |                                  
|Reclassification of change in value of financial instruments |                                     |                                  
|recorded as cash flow hedges                                 |                                     |                                  
|Gain on settlement of financial instruments recorded as cash |                                     |                                  
|flow hedges                                                  |                                     |                                  
|Amortization of gain on settlement of financial instruments  |                                     |                                  
|to earnings                                                  |                                     |                                  
|                                                             |                                    
|COMPREHENSIVE INCOME                                         |                                     |                                  
|                                                             |                                    
|                                                             |                                     |                                  
|ALLOCATION OF NET INCOME TO:                                 |                                     |                                  
|Limited partners                                             |                                     |                                  
|                                                             |                                    
|General partner                                              |                                     |                                  
|                                                             |                                    
|BASIC EARNINGS PER UNIT                                      |                                     |                                  
|Income before minority interest                              |                                     |                                  
|                                                             |                                    
|Net income                                                   |                                     |                                  
|                                                             |                                    
|DILUTED EARNINGS PER UNIT                                    |                                     |                                  
|Income before minority interest                              |                                     |                                  
|                                                             |                                    
|Net income                                                   |                                     |                                  
|                                                             |                                    

See Notes to Unaudited
Consolidated Financial Statements

2

---

ENTERPRISE PRODUCTS PARTNERS L.P.
STATEMENTS OF CONSOLIDATED CASH FLOWS  (Dollars in thousands)

|                                                              | For the Six Months
Ended June 30,
|------------------------------------------------------------- | ---------------------------------
|
|OPERATING ACTIVITIES                                          |                                  
|Net income                                                    |                                  
|Adjustments to reconcile net income to cash flows provided    |                                  
|by (used for) operating activities:                           |                                  
|Depreciation and amortization in operating costs and expenses |                                  
|Depreciation in selling, general and administrative costs     |                                  
|Amortization in interest expense                              |                                  
|Equity in income of unconsolidated affiliates                 |                                  
|Distributions received from unconsolidated affiliates         |                                  
|Operating lease expense paid by EPCO                          |                                  
|Minority interest                                             |                                  
|Loss (gain) on sale of assets                                 |                                  
|Deferred income tax expense                                   |                                  
|Changes in fair market value of financial instruments         |                                  
|Net effect of changes in operating accounts                   |                                  
|                                                              |                                  
|Operating activities cash flows                               |                                  
|                                                              |                                  
|INVESTING ACTIVITIES                                          |                                  
|Capital expenditures                                          |                                  
|Proceeds from sale of assets                                  |                                  
|Business acquisitions, net of cash received                   |                                  
|Investments in and advances to unconsolidated affiliates      |                                  
|                                                              |                                  
|Investing activities cash flows                               |                                  
|                                                              |                                  
|FINANCING ACTIVITIES                                          |                                  
|Borrowings under debt agreements                              |                                  
|Repayments of debt                                            |                                  
|Debt issuance costs                                           |                                  
|Distributions paid to partners                                |                                  
|Distributions paid to minority interests                      |                                  
|Contributions from minority interests                         |                                  
|Proceeds from issuance of Common Units                        |                                  
|Treasury Units purchased                                      |                                  
|Settlement of treasury lock financial instruments             |                                  
|Increase in restricted cash                                   |                                  
|                                                              |                                  
|Financing activities cash flows                               |                                  
|                                                              |                                  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                       |                                  
|CASH AND CASH EQUIVALENTS                                     |                                  
|(NET OF RESTRICTED CASH), JANUARY 1                           |                                  
|                                                              |                                  
|CASH AND CASH EQUIVALENTS                                     |                                  
|(NET OF RESTRICTED CASH), JUNE 30                             |                                  
|                                                              |                                  

See Notes to Unaudited
Consolidated Financial Statements

3

---

ENTERPRISE PRODUCTS PARTNERS L.P. 
STATEMENTS OF CONSOLIDATED PARTNERS EQUITY 
(Dollars in thousands, see Note 9 for Unit History)

|                                     | Limited Partners |  |   |           |  
|------------------------------------ | ---------------- |  | - | --------- | -
|
|Balance, December 31, 2002           |                  |  | $ | 949,835   |  
|Net income                           |                  |  |   | 54,348    |  
|Leases paid by EPCO                  |                  |  |   | 3,785     |  
|Distributions paid to partners       |                  |  |   | (110,331  | )
|Proceeds from issuance of            |                  |  |   |           |  
|Common Units in January 2003         |                  |  |   | 253,107   |  
|Proceeds from issuance of            |                  |  |   |           |  
|Common Units in June 2003            |                  |  |   | 256,001   |  
|Conversion of 10.7 million EPCO      |                  |  |   |           |  
|Subordinated Units to                |                  |  |   |           |  
|Common Units                         |                  |  |   | 38,038    |  
|Reclassification of change in        |                  |  |   |           |  
|value of treasury lock financial     |                  |  |   |           |  
|instruments recorded as              |                  |  |   |           |  
|cash flow hedges                     |                  |  |   |           |  
|Cash gains on settlement of treasury |                  |  |   |           |  
|lock financial instruments           |                  |  |   |           |  
|recorded as cash flow hedges         |                  |  |   |           |  
|Amortization of cash gains on        |                  |  |   |           |  
|settlement of treasury lock          |                  |  |   |           |  
|financial instruments to interest    |                  |  |   |           |  
|expense in earnings                  |                  |  |   |           |  
|                                     |                 
|Balance, June 30, 2003               |                  |  | $ | 1,444,783 |  
|                                     |                 

See Notes to Unaudited
Consolidated Financial Statements

4

---

# ENTERPRISE PRODUCTS
PARTNERS L.P. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

# 1. GENERAL

In
the opinion of Enterprise Products Partners L.P., the accompanying unaudited consolidated
financial statements include all adjustments consisting of normal recurring accruals
necessary for a fair presentation of its:

| |  | consolidated
financial position as of June 30, 2003;
| | - | ----------------------------------------------------

| |  | consolidated
results of operations for the three and six months ended June 30, 2003 and 2002;
| | - | ---------------------------------------------------------------------------------------------

| |  | consolidated
cash flows for the six months ended June 30, 2003 and 2002; and
| | - | ----------------------------------------------------------------------------

| |  | consolidated
partners equity for the six months ended June 30, 2003.
| | - | ---------------------------------------------------------------------

Within these footnote disclosures of
Enterprise Products Partners L.P., references to we, us,
our or the Company shall mean the consolidated financial
statements of Enterprise Products Partners L.P.

References
to Operating Partnership shall mean the consolidated financial statements of
our primary operating subsidiary, Enterprise Products Operating L.P., which are included
elsewhere in this combined quarterly report on Form 10-Q. We own 98.9899% of the Operating
Partnership and act as guarantor of certain of its debt obligations. Our General Partner,
Enterprise Products GP, LLC, owns the remaining 1.0101% of the Operating Partnership.
Essentially all of our assets, liabilities, revenues and expenses are recorded at the
Operating Partnership level in our consolidated financial statements.

Although
we believe 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
GAAP have been condensed or omitted pursuant to the rules and
regulations of the SEC. These unaudited financial statements should be read in conjunction
with our annual report on Form 10-K/A (File No. 1-14323) for the year ended December 31,
2002.

The
results of operations for the three and six months ended June 30, 2003 are not necessarily
indicative of the results to be expected for the full year.

Dollar
amounts presented in the tabular data within these footnote disclosures are stated in
thousands of dollars, unless otherwise indicated.

Certain
abbreviated entity names and other capitalized and industry terms are defined within the glossary of
this quarterly report on Form 10-Q.

Certain
reclassifications have been made to the prior years financial statements to conform
to the current year presentation. These reclassifications had no effect on previously
reported results of consolidated operations.

See
Note 13 for the pro forma effect on net income and earnings per Unit if we had used
the fair-value based method of accounting for Unit options.

# 2. RECENTLY ISSUED
ACCOUNTING STANDARDS

SFAS
No. 143,Accounting for Asset Retirement Obligations. We adopted
this standard as of January 1, 2003. This statement establishes accounting standards for the
recognition and measurement of an asset retirement obligation (ARO) liability
and the associated asset retirement cost. Our adoption of this standard had no material
impact on our financial statements. For a discussion regarding our implementation of this
new standard, see Note 5.

SFAS
No. 145,Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections.  We adopted provisions of this
standard as of January 1, 2003. This statement revised accounting guidance related to the
extinguishment of debt and accounting for certain lease transactions. It also amended
other accounting

5

---

literature to clarify its meaning, applicability and to make various
technical corrections. Our adoption of this standard has had no material impact on our
financial statements.

SFAS
No. 146, Accounting for Costs Associated with Exit and Disposal
Activities. We adopted this standard as of January 1, 2003. This statement
requires companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of an entity's commitment to an exit or disposal plan. Our
adoption of this standard has had no material impact on our financial statements.

SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure. We adopted this standard as of December 31, 2002. This statement
provides alternative methods of transition from a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 in both annual and interim financial
statements. We have provided the information required by this statement under Note 13.
Apart from this additional footnote disclosure, our adoption of this standard has had no
material impact on our financial statements.

SFAS
No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. This statement amends and clarifies accounting guidance for
derivative instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. This statement is effective for
contracts entered into or modified after June 30, 2003, for hedging relationships
designated after June 30, 2003, and to certain preexisting contracts. We adopted SFAS No.
149 on a prospective basis as of July 1, 2003. We are currently evaluating the effect that
SFAS No. 149 will have on our financial statements.

SFAS
No. 150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. This standard establishes classification and measurement
standards for financial instruments with characteristics of both liabilities and equity.
It requires an issuer of such financial instruments to reclassify the instrument from
equity to a liability or an asset. The effective date of this standard for us was July 1,
2003. Our adoption of this standard has had no material impact on our financial
statements.

FIN
45,Guarantors Accounting and Disclosure Requirement from Guarantees,
Including Indirect Guarantees of Indebtedness of Others. We implemented this
FASB interpretation as of December 31, 2002. This interpretation of SFAS No. 5, 57 and
107, and rescission of FASB Interpretation No. 34 elaborates on the disclosures to be made
by a guarantor in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. We have provided the information required
by this interpretation under Note 8.

FIN
46,Consolidation of Variable Interest Entities  An Interpretation of
ARB No. 51. This interpretation of ARB No. 51 addresses requirements for
accounting consolidation of a variable interest entity (VIE) with its primary
beneficiary. In general, if an equity owner of a VIE meets certain criteria defined within
FIN 46, the assets, liabilities and results of the activities of the VIE should be
included in the consolidated financial statements of the owner. Our adoption of FIN 46 as of January 31, 2003 has
had no material effect on our financial statements.

# 3. BUSINESS ACQUISITIONS

During
the first six months of 2003, we acquired the Port Neches Pipeline and
EPIKs remaining 50% ownership interest. We also made minor adjustments to the
allocation of the purchase price we paid to acquire indirect interests in the Mid-America
and Seminole pipelines. Due to the immaterial nature of each, individually and in the
aggregate, our discussion of each of these transactions is limited to the following:

Acquisition
of Port Neches Pipeline. In March 2003, we acquired entities owning the Port
Neches Pipeline (formerly known as the Quest Pipeline) for $14.3 million. The 70-mile Port
Neches Pipeline transports high-purity grade isobutane produced at our facilities in Mont
Belvieu to consumers in Port Neches, Texas.

Acquisition
of remaining 50% interest in EPIK. In March 2003, we purchased the remaining 50%
ownership interests in EPIK for $14.4 million (which is net of cash received

6

---

of $4.6
million). EPIK owns an NGL export terminal located in southeast Texas on the Houston Ship
Channel. As a result of this acquisition, EPIK became a wholly-owned subsidiary of ours
(previously, it had been an unconsolidated affiliate).

Our
preliminary allocation of the purchase price of each transaction is as follows:

|                                 | 50% interest
in EPIK | Port Neches
Pipeline | Other | Total  
|-------------------------------- | -------------------- | -------------------- | ----- | -------
|Prepaid and other current assets |                      |                      | $     | 1,188  
|Property, plant and equipment    |                      |                      |       | 31,585 
|Investments in and advances to   |                      |                      |       |        
|unconsolidated affiliates        |                      |                      |       | (17,247
|Accrued expenses                 |                      |                      |       | (1,102 
|Other current liabilities        |                      |                      |       | (35    
|Minority interest                |                      |                      |       |        
|                                 |                     
|Total purchase price             |                      |                      | $     | 14,389 
|                                 |                     

# 4. INVENTORIES

Our inventories
were as follows at the dates indicated:

|                        | June 30,
2003 | December 31,
2002
|----------------------- | ------------- | -----------------
|Working inventory       |               |                  
|Forward-sales inventory |               |                  
|                        |              
|Inventory               |               |                  
|                        |              

Our
regular (or working) inventory is comprised of inventories of NGLs, certain
petrochemical products, and natural gas that are available for sale through our marketing
activities. The forward sales inventory is comprised of segregated NGL volumes dedicated
to the fulfillment of forward sales contracts.

Due
to fluctuating market conditions in the midstream energy industry in which we operate, we
occasionally recognize lower of cost or market (LCM) adjustments when the
costs of our inventories exceed their net realizable value. These non-cash adjustments are
charged to operating costs and expenses in the period they are recognized. For the three
and six months ended June 30, 2003, we recognized $4.0 million and $14.3 million,
respectively, of such LCM adjustments. For the three and six months ended June 30, 2002,
we recognized $4.5 million and $4.6 million, respectively, of these adjustments. The
majority of these write-downs were taken against NGL inventories.

7

---

# 5. PROPERTY, PLANT AND
EQUIPMENT

Our
property, plant and equipment and accumulated depreciation were as follows at the dates
indicated:

|                                         | Estimated
Useful Life
in Years | June 30,
2003 | December 31,
2002
|---------------------------------------- | ------------------------------ | ------------- | -----------------
|Plants and pipelines                     |                                |               |                  
|Underground and other storage facilities |                                |               |                  
|Transportation equipment                 |                                |               |                  
|Land                                     |                                |               |                  
|Construction in progress                 |                                |               |                  
|                                         |                                |              
|Total                                    |                                |               |                  
|Less accumulated depreciation            |                                |               |                  
|                                         |                                |              
|Property, plant and equipment, net       |                                |               |                  
|                                         |                                |              

Depreciation
expense for the three months ended June 30, 2003 and 2002 was $24.3 million and $13.7
million, respectively. For the six months ended June 30, 2003 and 2002, it was $48.4
million and $27.9 million, respectively.

Asset
retirement obligations. SFAS No. 143 establishes accounting standards for the
recognition and measurement of an ARO liability and the associated asset retirement cost.
Under the implementation guidelines of SFAS No. 143, we reviewed our long-lived assets for
ARO liabilities and identified such liabilities in several operational areas. These
include ARO liabilities related to (i) right-of-way easements over property not
owned by us and (ii) regulatory requirements triggered by the abandonment or retirement of
certain currently operated facilities.

As
a result of our analysis of identified AROs, we were not required to recognize such
potential liabilities. Our rights under the easements are renewable and only require
retirement action upon nonrenewal of the easement agreements. We currently expect to renew
all such easement agreements and to use these properties for the foreseeable future.
Therefore, an ARO liability is not estimable for such easements. Should we decide not to
renew these right-of-way agreements, an ARO liability would be recorded at that time. We also identified potential ARO liabilities
arising from regulatory requirements related to the future abandonment or retirement of certain
currently operated facilities. At present, we have no intention or
legal obligation to abandon or retire such facilities. An ARO liability would be recorded
if future abandonment or retirement of  such facilities occurred.

Certain
Gulf of Mexico natural gas pipelines owned by our equity method investees, Starfish,
Neptune and Nemo, have identified AROs relating to regulatory requirements. At present, these
entities have no plans to abandon or retire their major transmission pipelines;
however, there are plans to retire certain minor gas gathering lines periodically through
2013. Should the management of these companies decide to abandon or retire their major
transmission pipelines, an ARO liability would be recorded at that time. With regard to
the minor gas gathering pipelines scheduled for retirement, Starfish and Neptune
collectively recorded ARO liabilities during 2003 totaling $2.8 million (on a gross basis).

# 6. INVESTMENTS IN AND
ADVANCES TO UNCONSOLIDATED AFFILIATES

We
own interests in a number of related businesses that are accounted for under the equity or
cost methods. The investments in and advances to these unconsolidated affiliates are
grouped according to the business segment to which they relate. For a general discussion
of our business segments, see Note 12. The following table shows our investments in and
advances to unconsolidated affiliates at the dates indicated:

8

---

|                                       | Ownership
Percentage | June 30,
2003 | December 31,
2002
|-------------------------------------- | -------------------- | ------------- | -----------------
|Accounted for under the equity method: |                      |               |                  
|Fractionation:                         |                      |              
|BRF                                    |                      |               |                  
|BRPC                                   |                      |               |                  
|Promix                                 |                      |               |                  
|La Porte                               |                      |               |                  
|OTC                                    |                      |               |                  
|Pipeline:                              |                      |              
|EPIK                                   |                      |               |                  
|Wilprise                               |                      |               |                  
|Tri-States                             |                      |               |                  
|Belle Rose                             |                      |               |                  
|Dixie                                  |                      |               |                  
|Starfish                               |                      |               |                  
|Neptune                                |                      |               |                  
|Nemo                                   |                      |               |                  
|Evangeline                             |                      |               |                  
|Octane Enhancement:                    |                      |               |                  
|BEF                                    |                      |               |                  
|Accounted for under the cost method:   |                      |               |                  
|Processing:                            |                      |               |                  
|VESCO                                  |                      |               |                  
|                                       |                      |              
|Total                                  |                      |               |                  
|                                       |                      |              

The
following table shows our equity in income (loss) of unconsolidated affiliates for the
periods indicated:

|                    |  | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------- |  | ----------------------------------- | ---------------------------------
|
|Fractionation:      |  |                                     |                                  
|BRF                 |  |                                     |                                  
|BRPC                |  |                                     |                                  
|Promix              |  |                                     |                                  
|La Porte            |  |                                     |                                  
|OTC                 |  |                                     |                                  
|Pipelines:          |  |                                    
|EPIK                |  |                                     |                                  
|Wilprise            |  |                                     |                                  
|Tri-States          |  |                                     |                                  
|Belle Rose          |  |                                     |                                  
|Dixie               |  |                                     |                                  
|Starfish            |  |                                     |                                  
|Neptune             |  |                                     |                                  
|Nemo                |  |                                     |                                  
|Evangeline          |  |                                     |                                  
|Octane Enhancement: |  |                                    
|BEF                 |  |                                     |                                  
|                    |  |                                    
|Total               |  |                                     |                                  
|                    |  |                                    

9

---

The
following tables present summarized income statement information for our unconsolidated
affiliates accounted for under the equity method (for the periods indicated, on a 100%
basis). We have grouped this information by the business segment to which the entities
relate.

|                   | Summarized Income Statement Information for the Three Months Ended
|------------------ | ------------------------------------------------------------------
|
|
|Pipelines          |                                                                   
|Fractionation      |                                                                   
|Octane Enhancement |                                                                   

|                   | Summarized Income Statement Information for the Six Months Ended
|------------------ | ----------------------------------------------------------------
|
|
|Pipelines          |                                                                 
|Fractionation      |                                                                 
|Octane Enhancement |                                                                 

Our
initial investment in Promix, La Porte, Dixie, Neptune and Nemo exceeded our share of the
historical cost of the underlying net assets of such entities (the excess
cost). The excess cost of these investments is reflected in our investments in and
advances to unconsolidated affiliates for these entities. That portion of excess cost
attributable to the tangible plant and/or pipeline assets of each entity is amortized
against equity earnings from these entities in a manner similar to depreciation. That
portion of excess cost attributable to goodwill is subject to periodic impairment testing
and is not amortized.

The
following table summarizes our excess cost information at June 30, 2003 and December 31,
2002 by the business segment to which the unconsolidated affiliates relate:

|                                                                                      |  | Original Excess Cost
attributable to | Unamortized balance at
|------------------------------------------------------------------------------------- |  | ------------------------------------ | ----------------------
|
|Fractionation                                                                         |  |                                      |                       
|Pipelines                                                                             |  |                                      |                       
|                                                                                      |  |                                      |                       
|(1) Goodwill is not amortized; however, it is subject to periodic impairment testing. |  |                                     

For
the three months ended June 30, 2003 and 2002, we recorded $0.4 million and $0.3 million,
respectively, of excess cost amortization, which is reflected in our equity in earnings from
unconsolidated affiliates. We recorded $0.8 million of excess cost amortization for each
of the six month periods ended June 30, 2003 and 2002.

Purchase
of remaining 50% interest in EPIK

As
discussed in Note 3, we purchased the remaining 50% ownership interest in EPIK in March
2003. As a result of this acquisition, EPIK became a wholly-owned subsidiary. We recorded
$1.8 million of equity income from EPIK for the two months that it was an unconsolidated
subsidiary during the first quarter of 2003.

10

---

# 7. INTANGIBLE ASSETS AND GOODWILL

# Intangible assets

The
following table summarizes our intangible assets at June 30, 2003 and December 31, 2002:

|                                                                                            |  | At June 30, 2003 | At December 31, 2002
|------------------------------------------------------------------------------------------- |  | ---------------- | --------------------
|
|Shell natural gas processing agreement                                                      |  |                  | $                   
|Mont Belvieu Storage II contracts                                                           |  |                  |                     
|Mont Belvieu Splitter III contracts                                                         |  |                  |                     
|Toca-Western natural gas processing contracts                                               |  |                  |                     
|Toca-Western NGL fractionation contracts                                                    |  |                  |                     
|Venice contracts (a)                                                                        |  |                  |                     
|                                                                                            | 
|Total                                                                                       |  |                  | $                   
|                                                                                            | 
|                                                                                           
|                                                                                           
|(a)  Amortization scheduled to begin when contracted-volumes begin to be processed in 2003.

The following
table shows amortization expense associated with our intangible assets for the three and
six months ended June 30, 2003 and 2002:

|                                              | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|--------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Shell natural gas processing agreement        |                                     |                                  
|Mont Belvieu Storage II contracts             |                                     |                                  
|Mont Belvieu Splitter III contracts           |                                     |                                  
|Toca-Western natural gas processing contracts |                                     |                                  
|Toca-Western NGL fractionation contracts      |                                     |                                  
|                                              |                                    
|Total                                         |                                     |                                  
|                                              |                                    

# Goodwill

Our
goodwill is attributable to the excess of the purchase price over the fair value of assets
acquired and is comprised of the following (at June 30, 2003 and December 31, 2002):

|                                      | 
|------------------------------------- | 
|Mont Belvieu Splitter III acquisition | 
|MBA acquisition                       | 
|                                      | 
|                                      | 
|                                      | 

Our
goodwill amounts are recorded as part of the Fractionation segment since they are
related to assets classified within this operating segment.

11

---

# 8. DEBT OBLIGATIONS

Our
debt obligations consisted of the following at the dates indicated:

|                                                         | June 30,
2003 | December 31,
2002
|-------------------------------------------------------- | ------------- | -----------------
|Borrowings under:                                        |               |                  
|364-Day Term Loan, variable rate, due July 2003          |               |                  
|364-Day Revolving Credit facility, variable rate,        |               |                  
|due November 2004                                        |               |                  
|Multi-Year Revolving Credit facility, variable rate,     |               |                  
|due November 2005                                        |               |                  
|Senior Notes A, 8.25% fixed rate, due March 2005         |               |                  
|Seminole Notes, 6.67% fixed rate, $15 million due        |               |                  
|each December, 2002 through 2005                         |               |                  
|MBFC Loan, 8.70% fixed rate, due March 2010              |               |                  
|Senior Notes B, 7.50% fixed rate, due February 2011      |               |                  
|Senior Notes C, 6.375% fixed rate, due February 2013     |               |                  
|Senior Notes D, 6.875% fixed rate, due March 2033        |               |                  
|                                                         |              
|Total principal amount                                   |               |                  
|Unamortized balance of increase in fair value related to |               |                  
|hedging a portion of fixed-rate debt                     |               |                  
|Less unamortized discount on:                            |               |                  
|Senior Notes A                                           |               |                  
|Senior Notes B                                           |               |                  
|Senior Notes D                                           |               |                  
|Less current maturities of debt                          |               |                  
|                                                         |              
|Long-term debt                                           |               |                  
|                                                         |              

Letters
of credit. At June 30, 2003 and December 31, 2002, we had $75 million of standby
letter of credit capacity under our Multi-Year Revolving Credit facility. We had $1.5
million of letters of credit outstanding under this facility at June 30, 2003 and $2.4
million outstanding at December 31, 2002.

Covenants.We were in compliance with the various covenants of our debt agreements at
          June 30, 2003 and December 31, 2002.

Parent-Subsidiary
guarantor relationships. We act as guarantor of all of our Operating Partnerships consolidated debt
obligations, with the exception of the Seminole Notes. The Seminole Notes are unsecured
obligations of Seminole Pipeline Company (of which we own an effective 78.4% of its
ownership interests). If the Operating Partnership were to default on any of its
debt we guarantee, we would be responsible for full payment of that obligation.

New
senior notes issued during first quarter of 2003

During
the first quarter of 2003, we completed the issuance of $850 million of long-term senior
notes (Senior Notes C and D). Senior Notes C and D are unsecured obligations of our
Operating Partnership and rank equally with its existing and future unsecured and
unsubordinated indebtedness and senior to any future subordinated indebtedness. We
guarantee both Senior Notes C and D for our subsidiary through an unsecured and
unsubordinated guarantee that is non-recourse to the General Partner. These notes were
issued under an indenture containing certain covenants and are subject to a make-whole
redemption right if we elect to call the debt prior to its scheduled maturity. These
covenants restrict our ability, with certain exceptions, to incur debt secured by liens
and engage in sale and leaseback transactions.

12

---

Senior
Notes C. In January 2003, we issued $350 million in principal amount of 6.375%
fixed-rate senior notes due February 1, 2013 (Senior Notes C), from which we
received net proceeds before offering expenses of approximately $347.7 million. These
private placement notes were sold at face value with no discount or premium. We used the
proceeds from this offering to repay a portion of the indebtedness outstanding under the
364-Day Term Loan that we incurred to finance the Mid-America and Seminole acquisitions.
In May 2003, we exchanged 100% of the private placement Senior Notes C for
publicly-registered Senior Notes C.

Senior
Notes D. In February 2003, we issued $500 million in principal amount of 6.875%
fixed-rate senior notes due March 1, 2033 (Senior Notes D), from which we
received net proceeds before offering expenses of approximately $489.8 million. These
private placement notes were sold at 98.842% of their face amount. We used
$421.4 million from this offering to repay the remaining principal balance outstanding
under the 364-Day Term Loan. In addition, we applied $60.0 million of the proceeds to
reduce the balance outstanding under the 364-Day Revolving Credit facility. The remaining
proceeds were used for working capital purposes. In July 2003, we exchanged 100% of the
private placement Senior Notes D for publicly-registered Senior Notes D.

Repayment
of 364-Day Term Loan

In July 2002, our
Operating Partnership entered into the $1.2 billion senior unsecured 364-Day Term Loan to
initially fund the acquisition of indirect interests in Mid-America and Seminole. We used $178.5 million of the $182.5 million in proceeds from our October 2002
equity offering to partially repay this loan. We used $252.8 million of the $258.2 million
in proceeds from the January 2003 equity offering (see Note 9), $347.0 million of the
$347.7 million in proceeds from our issuance of Senior Notes C and $421.4 million in
proceeds from our issuance of Senior Notes D to completely repay the 364-Day Term Loan by
February 2003.

Revolving
credit facilities

We
used $60.0 million in proceeds from the issuance of Senior Notes D in February 2003 to
reduce the balance outstanding under our 364-Day Revolving Credit facility. In addition,
we applied $261.2 million of the net proceeds from our June 2003 equity offering (see Note
9) to reduce the balances then outstanding under our revolving credit facilities, of which
$102 million was applied against the 364-Day Revolving Credit facility and $159.2 million against
the Multi-Year Revolving Credit facility.

At
June 30, 2003, we had $230 million of stand-alone borrowing capacity available under our
364-Day Revolving Credit facility, with no principal balance outstanding. In addition, we
had $270 million in stand-alone borrowing capacity available under our Multi-Year
Revolving Credit facility at June 30, 2003. We had $130 million of principal and $1.5 million in letters of
credit outstanding under this facility at that date, with $138.5 million of unused capacity.

The
credit line available under our 364-Day Revolving Credit facility expires in November
2003.  In accordance with the terms of the credit agreement of this facility, we
have the option to convert any revolving credit balance outstanding at maturity
to a one-year term loan (due November 2004). Management expects to refinance this facility in the fourth quarter of 2003.

Information
regarding variable interest rates paid

The following table shows the range
of interest rates paid and weighted-average interest rate paid on our variable-rate debt
obligations for the six months ended June 30, 2003:

|                                                | Range of
interest rates
paid | Weighted-
average
interest rate
paid
|----------------------------------------------- | ---------------------------- | ------------------------------------
|364-Day Term Loan (a)                           |                              |                                     
|364-Day Revolving Credit facility               |                              |                                     
|Multi-Year Revolving Credit facility            |                              |                                     
|                                               
|                                               
|(a)  This facility was repaid in February 2003.

13

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# 9. CAPITAL STRUCTURE

Our
Common Units, Subordinated Units and convertible Special Units represent limited partner
interests in the Company. We are managed by our General Partner. The rights available to
our partners are described in the Third Amended and Restated Agreement of Limited
Partnership (together with any amendments thereto). Our Common Units trade on the
NYSE under the symbol EPD.

We
allocate earnings and related amounts to Common and Subordinated Unitholders and the
General Partner in accordance with our partnership agreement. These classes of
partnership interests are also entitled to receive cash distributions. For financial
accounting and tax purposes, the Special Units are not allocated any portion of net
income; however, for tax purposes, the Special Units are allocated a certain amount of
depreciation until their conversion into Common Units.

In
January 2003, we completed a public offering of 14,662,500 Common Units (including
1,912,500 Common Units sold pursuant to the underwriters over-allotment option) from
which we received net proceeds before offering expenses of approximately $258.2 million,
including our General Partners $5.2 million in capital contributions. We used $252.8
million of the proceeds from this offering to repay a portion of the indebtedness
outstanding under our 364-Day Term Loan (see Note 8). The remaining proceeds
were used for working capital purposes and offering expenses.

In
June 2003, we completed a public offering of 11,960,000 Common Units (including 1,560,000
Common Units sold pursuant to the underwriters over-allotment option) from which we
received net proceeds before offering expenses of approximately $261.9 million, including
our General Partners $5.3 million in capital contributions. We used the net proceeds
from this offering to reduce indebtedness outstanding under our revolving credit
facilities (see Note 8). The remaining proceeds were used for offering expenses.

Our
partnership agreement stipulates that the Subordinated Units will undergo an early
conversion to Common Units if certain criteria are satisfied. As a result of meeting the
necessary criteria, 10,704,936 of EPCOs Subordinated Units converted to Common Units
on May 1, 2003.

The
following table details Unit activity within each class of our limited partner
interests during the six months ended June 30, 2003:

|                                    | Limited Partners | 
|----------------------------------- | ---------------- | 
|
|Balance, December 31, 2002          |                  | 
|Common Units issued in January 2003 |                  | 
|Conversion of Subordinated Units    |                  | 
|to Common Units in May 2003         |                  | 
|Common Units issued in June 2003    |                  | 
|                                    |                 
|Balance, June 30, 2003              |                  | 
|                                    |                 

The
remaining 21,409,868 EPCO Subordinated Units converted to Common Units on August 1, 2003.
Also, in accordance with our prior agreements with Shell, the 10,000,000 Special Units converted to Common Units on that same date.

14

---

# 10. SUPPLEMENTAL CASH
FLOWS DISCLOSURE

The
net effect of changes in operating accounts is as follows for the periods indicated:

|                                            | For the Six Months
Ended June 30,
|------------------------------------------- | ---------------------------------
|
|(Increase) decrease in:                     |                                  
|Accounts and notes receivable               |                                  
|Inventories                                 |                                  
|Prepaid and other current assets            |                                  
|Other assets                                |                                  
|Increase (decrease) in:                     |                                  
|Accounts payable                            |                                  
|Accrued gas payable                         |                                  
|Accrued expenses                            |                                  
|Accrued interest                            |                                  
|Other current liabilities                   |                                  
|Other liabilities                           |                                  
|                                            |                                  
|Net effect of changes in operating accounts |                                  
|                                            |                                  

During
the first six months of 2003, we completed two minor business acquisitions and made
adjustments to the purchase price allocation of the Mid-America and Seminole acquisitions.
These acquisitions and adjustments affected various balance sheet accounts (see Note 3).
The 2002 period primarily reflects our acquisition of Diamond-Kochs Mont Belvieu NGL
and petrochemical storage business in January 2002 and their adjacent propylene
fractionation business (Splitter III) in February 2002.

We
record certain financial instruments relating to commodity positions and interest rate
hedging activities at their respective fair values using mark-to-market accounting. For
the six months ended June 30, 2002, we recognized a net $19.7 million in non-cash
mark-to-market decreases in the fair value of these instruments, primarily in our
commodity financial instruments portfolio. We had a limited number of such positions
outstanding during the first six months of 2003, with the non-cash change in fair value of
these instruments being an increase of $23 thousand.

Cash
and cash equivalents (as shown on our Statements of Consolidated Cash Flows) excludes
restricted cash held by a brokerage firm both as margin deposits associated with our
financial instruments portfolio and cash deposits pertaining to physical natural gas purchase transactions
we made on the NYMEX exchange. The restricted cash balance at June 30, 2003 and December 31,
2002 was $21.5 million and $8.8 million, respectively.

During
the second quarter of 2003, we recognized a $6.7 million long-term receivable from a
customer relating to the construction of certain pipeline equipment. Of this amount, $3.9
million relates to charges originally recorded as construction-in-progress and $2.8
million represents deferred revenue classified as a component of other liabilities. This
receivable is expected to be collected over the next ten years and bears an effective
annual interest rate of approximately 12%.

# 11. FINANCIAL INSTRUMENTS

We
are exposed to financial market risks, including changes in commodity prices and interest
rates. We may use financial instruments (i.e., futures, forwards, swaps, options, and
other financial instruments with similar characteristics) to mitigate the risks of certain
identifiable and anticipated transactions, primarily within our Processing segment. In
general, the types of risks we attempt to hedge are those relating to the variability of
future earnings and cash flows caused by changes in commodity prices and interest rates.
As a matter of policy, we do not use financial instruments for speculative (or trading)
purposes.

15

---

Commodity
hedging financial instruments

During
the first six months of 2002, we recognized a loss of $50.9 million from our Processing
segments commodity hedging activities that was recorded as an operating cost in our
Statements of Consolidated Operations and Comprehensive Income. Of this loss, $5.8 million
was recorded during the second quarter of 2002. In March 2002, the effectiveness of our
primary commodity hedging strategy deteriorated due to an unexpected rapid increase in
natural gas prices whereby the loss in value of our fixed-price natural gas financial
instruments was not offset by increased gas processing margins. We exited the strategy
underlying this loss in 2002.

During
the first six months of 2003, we utilized a limited number of commodity financial
instruments from which we recorded a loss of $0.9 million. Of this loss amount, $28
thousand was recognized during the second quarter of 2003. The fair value of open
positions at June 30, 2003 was a payable of approximately $2 thousand.

Interest
rate hedging financial instruments

During
the fourth quarter of 2002, we entered into seven treasury lock transactions. Each
treasury lock transaction carried a maturity date of either January 31, 2003 or April 15,
2003. The purpose of these financial instruments was to hedge the underlying U.S. treasury interest
rate associated with our anticipated issuance of debt in early 2003 to refinance the
Mid-America and Seminole acquisitions. The notional amounts of the treasury lock transactions totaled
$550 million, with a total treasury lock rate of approximately 4%.

These
transactions were accounted for as cash flow hedges under SFAS No. 133. The
fair value of these financial instruments at December 31, 2002 was a current liability of $3.8
million offset by a current asset of $0.2 million. The net $3.6 million non-cash
mark-to-market liability was recorded as a component of comprehensive income on that date,
with no impact on 2002 net income.

We
settled all of the treasury locks by early February 2003 in connection with our issuance
of Senior Notes C and D (see Note 8). The settlement of these financial instruments resulted in our
receipt of $5.4 million in cash. This amount was recorded as a gain in other comprehensive
income during the first quarter of 2003 and represents the effective portion of the
treasury locks.

Of
the $5.4 million recorded in other comprehensive income during the first quarter of 2003,
$4.0 million is attributable to our issuance of Senior Notes C and is being amortized to
earnings as a reduction in interest expense over the 10-year term of this debt. The
remaining $1.4 million is attributable to our issuance of Senior Notes D and is being
amortized to earnings as a reduction in interest expense over the 10-year term of the
anticipated transaction as required by SFAS No. 133. The estimated amount to be
reclassified from accumulated other comprehensive income to earnings during 2003 is $0.4
million. As a result of settlement of the treasury locks, the $3.6 million non-cash
mark-to-market liability recorded at December 31, 2002 was reclassified out of accumulated
other comprehensive income in Partners Equity to offset the current asset and
liability we recorded at December 31, 2002 with no impact on 2003 net income.

# 12. SEGMENT INFORMATION

We
have five reportable business (or operating) segments: Pipelines, Fractionation, Processing, Octane
Enhancement and Other. Our reportable segments are generally organized according to the
type of services rendered (or process employed) and products produced and/or sold, as
applicable. The segments are regularly evaluated by the CEO of the
General Partner. Pipelines consists of NGL, petrochemical and natural gas pipeline
systems, storage and import/export terminal services. Fractionation primarily includes NGL
fractionation, isomerization, and polymer-grade and chemical-grade propylene fractionation
services. Processing includes the natural gas processing business and its related NGL
marketing activities. Octane Enhancement represents our equity interest in BEF, a facility
that produces motor gasoline additives to enhance octane (currently producing MTBE). The
Other business segment consists of fee-based marketing services and various operational
support activities.

We
evaluate segment performance based on the non-GAAP financial measure of gross operating
margin. We define total segment gross operating margin as operating income before:

16

---

(1)
depreciation and amortization expense; (2) operating lease expenses for which we do not
have the payment obligation; (3) gains and losses on the sale of assets; and (4) selling,
general and administrative expenses. Gross operating margin is exclusive of other income
and expense transactions, provision for income taxes, minority interest and extraordinary
charges. Gross operating margin by segment is calculated by subtracting segment operating
costs and expenses (net of the adjustments noted above) from segment revenues, with both
segment totals before the elimination of intercompany transactions. In accordance with GAAP, intercompany accounts
and transactions are eliminated in consolidation.

Gross
operating margin (either in total or by individual segment) is an important performance measure of
the core profitability of our operations. This non-GAAP financial measure forms the basis of our internal
financial reporting and is used by senior management in deciding how to allocate capital
resources among business segments. We believe that investors benefit from having access to
the same financial measures that our management uses. The GAAP measure most directly
comparable to total segment gross operating margin is operating income.

The
following table shows our measurement of total segment gross operating margin for the
periods indicated:

|                                                                                                                                                                                                                                                                                                                                                                                 | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Revenues (a)                                                                                                                                                                                                                                                                                                                                                                     |                                     |                                  
|Less operating costs and expenses (a)                                                                                                                                                                                                                                                                                                                                            |                                     |                                  
|Add equity in income (loss) of unconsolidated affiliates (b)                                                                                                                                                                                                                                                                                                                     |                                     |                                  
|                                                                                                                                                                                                                                                                                                                                                                                 |                                    
|Subtotal                                                                                                                                                                                                                                                                                                                                                                         |                                     |                                  
|Add:   Depreciation and amortization in operating costs and                                                                                                                                                                                                                                                                                                                     
|expenses (c)                                                                                                                                                                                                                                                                                                                                                                     |                                     |                                  
|Retained lease expense, net in operating expenses                                                                                                                                                                                                                                                                                                                                |                                     |                                  
|allocable to us (d)                                                                                                                                                                                                                                                                                                                                                              |                                     |                                  
|Retained lease expense, net in operating expenses                                                                                                                                                                                                                                                                                                                                |                                     |                                  
|allocable to our General Partner's minority interest                                                                                                                                                                                                                                                                                                                             |                                     |                                  
|in us (e)                                                                                                                                                                                                                                                                                                                                                                        |                                     |                                  
|Loss (gain) on sale of assets in operating costs                                                                                                                                                                                                                                                                                                                                 |                                     |                                  
|and expenses (c)                                                                                                                                                                                                                                                                                                                                                                 |                                     |                                  
|                                                                                                                                                                                                                                                                                                                                                                                 |                                    
|Total segment gross operating margin                                                                                                                                                                                                                                                                                                                                             |                                     |                                  
|                                                                                                                                                                                                                                                                                                                                                                                 |                                    
|                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|(a) These amounts represent both third-party and related party totals as shown on our Statements of Consolidated Operations and Comprehensive Income.                                                                                                                                                                                                                           
|(b) This amount is taken directly from our Statements of Consolidated Operations and Comprehensive Income.                                                                                                                                                                                                                                                                      
|(c) This amount is taken directly from the operating activities section of our Statements of Consolidated Cash Flows.                                                                                                                                                                                                                                                           
|(d) This non-cash amount represents our share of the value of the operating leases contributed by EPCO to the Operating Partnership
for which EPCO has retained the cash payment obligation (the "retained leases"). This amount is taken from the operating activities
section ("Operating lease expense paid to EPCO" line item) of our Statements of Consolidated Cash Flows.
|(e) This non-cash amount represents a minority interest holder's share of the value of the retained leases. This amount is a component
of "Contributions from minority interests" as shown in the financing activities section of our Statements of Consolidated Cash Flows.                                                                                                    

The
following table reconciles GAAP operating income as shown on our Statements of
Consolidated Operations and Comprehensive Income to total segment gross operating margin
for the periods indicated:

|                                                              | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Operating income                                              |                                     |                                  
|Adjustments to reconcile operating income                     |                                     |                                  
|to total segment gross operating margin:                      |                                     |                                  
|Depreciation and amortization in operating costs and expenses |                                     |                                  
|Retained lease expense, net in operating costs and expenses   |                                     |                                  
|Loss (gain) on sale of assets in operating costs and expenses |                                     |                                  
|Selling, general and administrative costs                     |                                     |                                  
|                                                              |                                    
|Total segment gross operating margin                          |                                     |                                  
|                                                              |                                    

17

---

Information
by business segment, together with reconciliations to the consolidated totals, is presented in the following
table:

|                                     | Operating Segments |  |  
|------------------------------------ | ------------------ |  | -
|
|Revenues from                        |                    |  |  
|third parties:                       |                    | 
|Three months ended June 30, 2003     |                    |  | $
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Revenues from                        |                    | 
|related parties:                     |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Intersegment and intrasegment        |                    | 
|revenues:                            |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Total revenues:                      |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Equity in income (loss) of           |                    | 
|unconsolidated affiliates:           |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Gross operating margin by individual |                    | 
|business segment and in total:       |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Segment assets:                      |                    | 
|At June 30, 2003                     |                    |  |  
|At December 31, 2002                 |                    |  |  
|Investments in and advances          |                    | 
|to unconsolidated affiliates:        |                    | 
|At June 30, 2003                     |                    |  |  
|At December 31, 2002                 |                    |  |  
|Intangible Assets:                   |                    | 
|At June 30, 2003                     |                    |  |  
|At December 31, 2002                 |                    |  |  
|Goodwill:                            |                    | 
|At June 30, 2003                     |                    | 
|and December 31, 2002                |                    |  |  

18

---

Our
revenues are derived from a wide customer base. All consolidated revenues during the three
and six months ended June 30, 2003 and 2002 were earned in the United States. The increase
in period-to-period revenues is primarily due to acquisitions and higher NGL, propylene
and natural gas prices, both of which offset the effects of lower volumes at many of our
pipelines and facilities.

For
the three months ended June 30, 2003 and 2002, total segment gross operating margin was
$106.5 million and $66.9 million, respectively. For the six month periods ended June 30,
2003 and 2002, total segment gross operating margin was $232.9 million and $93.2 million,
respectively. The primary reasons for the increase in total segment gross operating margin between the periods
are (a) 2003 includes gross
operating margin from Mid-America and Seminole (acquired in July 2002) and (b) 2002 includes
significant commodity hedging losses (see Note 11). Mid-America and Seminoles gross operating
margin is classified under our Pipelines segment while commodity hedging results are
primarily a function of our Processing segment activities.

# 13. UNIT OPTION PLAN
ACCOUNTING

During 1998,
EPCO adopted its 1998 Long-Term Incentive Plan (the 1998 Plan). Under the 1998
Plan, non-qualified incentive options to purchase a fixed number of our Common Units (the
Units) may be granted to EPCOs key employees who perform management,
administrative or operational functions for us. The exercise price per Unit, vesting and
expiration terms, and rights to receive distributions on Units granted are determined by
EPCO for each grant. EPCO purchases Units under the 1998 Plan at fair value either in the
open market or from us (in the form of newly-issued Common Units). In general, our
responsibility for reimbursing EPCO for the expense it incurs when these options are
exercised is as follows:

| |  | We
pay EPCO for the costs attributable to equity-based awards granted to operations
personnel it employs on our behalf.
| | - | -----------------------------------------------------------------------------------------------------------------------

| |  | We
pay EPCO for the costs attributable to equity-based awards granted to administrative and
management personnel it hires in response to our expansion and business activities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We pay EPCO for our share of the costs attributable to equity-based awards granted to
certain of its employees in administrative and management positions that were active at
the time of our initial public offering in July 1998 who manage our business and affairs.
These costs are reimbursed through the administrative service fees we pay EPCO. EPCO is
responsible for the actual costs of such awards when these options are exercised.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
account for our share of the cost of these awards using the intrinsic value-based method
in accordance with APB No. 25, Accounting for Stock Issued to Employees. The
exercise price of each option granted is equivalent to or greater than the market price of
the Unit at the date of grant. Accordingly, no compensation expense related to Unit option
grants is recognized in our Statements of Consolidated Operations and Comprehensive
Income.

Accounting
principles require us to illustrate the pro forma effect on our net income and earnings
per Unit as if the fair value-based method of accounting (based on SFAS No. 123,
Accounting for Stock Based Compensation) had been applied to the 1998 Plan.
The following table shows these pro forma effects for the periods indicated:

19

---

|                                          | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|----------------------------------------- | ----------------------------------- | ---------------------------------
|
|Historical net income                     |                                     |                                  
|Additional Unit option-based compensation |                                     |                                  
|expense estimated using the fair          |                                     |                                  
|value-based method                        |                                     |                                  
|                                          |                                    
|Pro forma net income                      |                                     |                                  
|                                          |                                    
|                                          |                                     |                                  
|Basic net income per Unit:                |                                     |                                  
|As reported                               |                                     |                                  
|Pro forma                                 |                                     |                                  
|Diluted net income per Unit:              |                                     |                                  
|As reported                               |                                     |                                  
|Pro forma                                 |                                     |                                  

# 14. EARNINGS PER UNIT

Basic
earnings per Unit is computed by dividing net income available to limited partner
interests by the weighted-average number of Common and Subordinated Units outstanding
during a period. In general, diluted earnings per Unit is computed by dividing net
income available to limited partner interests by the weighted-average number of Common,
Subordinated and Special Units outstanding during a period. In a period of net operating
losses, the Special Units are excluded from the calculation of diluted earnings per Unit
due to their antidilutive effect (as occurred for the first quarter of 2002). Treasury
Units are not considered to be outstanding Units; therefore, they are excluded from the
computation of both basic and diluted earnings per Unit.

20

---

The
following table reconciles the number of Units used in the calculation of basic earnings
per Unit and diluted earnings per Unit for the three and six months ended June 30, 2003
and 2002:

|                                         | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|---------------------------------------- | ----------------------------------- | ---------------------------------
|
|Income before minority interest          |                                     |                                  
|General partner interest                 |                                     |                                  
|                                         |                                    
|Income before minority interest          |                                     |                                  
|available to Limited Partners            |                                     |                                  
|Minority interest                        |                                     |                                  
|                                         |                                    
|Net income available to Limited Partners |                                     |                                  
|                                         |                                    
|                                         |                                     |                                  
|BASIC EARNINGS PER UNIT                  |                                     |                                  
|Numerator                                |                                     |                                  
|Income before minority interest          |                                     |                                  
|available to Limited Partners            |                                     |                                  
|                                         |                                    
|Net income available                     |                                     |                                  
|to Limited Partners                      |                                     |                                  
|                                         |                                    
|Denominator                              |                                     |                                  
|Common Units outstanding                 |                                     |                                  
|Subordinated Units outstanding           |                                     |                                  
|                                         |                                    
|Total                                    |                                     |                                  
|                                         |                                    
|Basic Earnings per Unit                  |                                     |                                  
|Income before minority interest          |                                     |                                  
|available to Limited Partners            |                                     |                                  
|                                         |                                    
|Net income available                     |                                     |                                  
|to Limited Partners                      |                                     |                                  
|                                         |                                    
|                                         |                                     |                                  
|DILUTED EARNINGS PER UNIT                |                                     |                                  
|Numerator                                |                                     |                                  
|Income before minority interest          |                                     |                                  
|available to Limited Partners            |                                     |                                  
|                                         |                                    
|Net income available                     |                                     |                                  
|to Limited Partners                      |                                     |                                  
|                                         |                                    
|Denominator                              |                                     |                                  
|Common Units outstanding                 |                                     |                                  
|Subordinated Units outstanding           |                                     |                                  
|Special Units outstanding                |                                     |                                  
|                                         |                                    
|Total                                    |                                     |                                  
|                                         |                                    
|Diluted Earnings per Unit                |                                     |                                  
|Income before minority interest          |                                     |                                  
|available to Limited Partners            |                                     |                                  
|                                         |                                    
|Net income available                     |                                     |                                  
|to Limited Partners                      |                                     |                                  
|                                         |                                    

21

---

PART I. FINANCIAL STATEMENTS.
 Item 1B. ENTERPRISE PRODUCTS OPERATING L.P. 
CONSOLIDATED BALANCE SHEETS 
(Dollars in thousands)

|ASSETS                                                                        | June 30,
2003 | December 31,
2002
|----------------------------------------------------------------------------- | ------------- | -----------------
|Current Assets                                                                |               |                  
|Cash and cash equivalents  (includes restricted cash of $21,532 at            |               |                  
|June 30, 2003 and $8,751 at December 31, 2002)                                |               |                  
|Accounts and notes receivable - trade, net of allowance for doubtful accounts |               |                  
|of $19,920 at June 30, 2003 and $21,196 at December 31, 2002                  |               |                  
|Accounts receivable - affiliates                                              |               |                  
|Inventories                                                                   |               |                  
|Prepaid and other current assets                                              |               |                  
|                                                                              |              
|Total current assets                                                          |               |                  
|Property, Plant and Equipment, Net                                            |               |                  
|Investments in and Advances to Unconsolidated Affiliates                      |               |                  
|Intangible Assets, net of accumulated amortization of $32,724 at              |               |                  
|June 30, 2003 and $25,546 at December 31, 2002                                |               |                  
|Goodwill                                                                      |               |                  
|Deferred Tax Asset                                                            |               |                  
|Long-Term Receivables                                                         |               |                  
|Other Assets                                                                  |               |                  
|                                                                              |              
|Total                                                                         |               |                  
|                                                                              |              
|                                                                              |               |                  
|LIABILITIES AND PARTNERS EQUITY                                              |               |                  
|Current Liabilities                                                           |               |                  
|Current maturities of debt                                                    |               |                  
|Accounts payable - trade                                                      |               |                  
|Accounts payable - affiliates                                                 |               |                  
|Accrued gas payables                                                          |               |                  
|Accrued expenses                                                              |               |                  
|Accrued interest                                                              |               |                  
|Other current liabilities                                                     |               |                  
|                                                                              |              
|Total current liabilities                                                     |               |                  
|Long-Term Debt                                                                |               |                  
|Other Long-Term Liabilities                                                   |               |                  
|Minority Interest                                                             |               |                  
|Commitments and Contingencies                                                 |               |                  
|Partners Equity                                                              |               |                  
|Limited Partner                                                               |               |                  
|General Partner                                                               |               |                  
|Parents Units acquired by 1999 Trust                                         |               |                  
|Accumulated Other Comprehensive Income (Loss)                                 |               |                  
|                                                                              |              
|Total Partners Equity                                                        |               |                  
|                                                                              |              
|Total                                                                         |               |                  
|                                                                              |              

See Notes to Unaudited
Consolidated Financial Statements

22

---

ENTERPRISE PRODUCTS OPERATING L.P.
STATEMENTS OF CONSOLIDATED OPERATIONS  AND COMPREHENSIVE INCOME  (Dollars in thousands)

|                                                             | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------------------------------ | ----------------------------------- | ---------------------------------
|
|REVENUES                                                     |                                     |                                  
|Revenues from consolidated operations                        |                                     |                                  
|Third parties                                                |                                     |                                  
|Related parties                                              |                                     |                                  
|                                                             |                                    
|Total                                                        |                                     |                                  
|                                                             |                                    
|COST AND EXPENSES                                            |                                     |                                  
|Operating costs and expenses                                 |                                     |                                  
|Third parties                                                |                                     |                                  
|Related parties                                              |                                     |                                  
|Selling, general and administrative costs                    |                                     |                                  
|Third parties                                                |                                     |                                  
|Related parties                                              |                                     |                                  
|                                                             |                                    
|Total                                                        |                                     |                                  
|                                                             |                                    
|EQUITY IN INCOME (LOSS) OF                                   |                                     |                                  
|UNCONSOLIDATED AFFILIATES                                    |                                     |                                  
|                                                             |                                    
|OPERATING INCOME                                             |                                     |                                  
|                                                             |                                    
|OTHER INCOME (EXPENSE)                                       |                                     |                                  
|Interest expense                                             |                                     |                                  
|Dividend income from unconsolidated affiliates               |                                     |                                  
|Interest income - other                                      |                                     |                                  
|Other, net                                                   |                                     |                                  
|                                                             |                                    
|Other income  (expense)                                      |                                     |                                  
|                                                             |                                    
|INCOME BEFORE PROVISION FOR INCOME                           |                                     |                                  
|TAXES AND MINORITY INTEREST                                  |                                     |                                  
|PROVISION FOR INCOME TAXES                                   |                                     |                                  
|INCOME BEFORE MINORITY INTEREST                              |                                     |                                  
|MINORITY INTEREST                                            |                                     |                                  
|                                                             |                                    
|NET INCOME                                                   |                                     |                                  
|Reclassification of change in value of financial instruments |                                     |                                  
|recorded as cash flow hedges                                 |                                     |                                  
|Gain on settlement of financial instruments recorded         |                                     |                                  
|as cash flow hedges                                          |                                     |                                  
|Amortization of gain on settlement of financial instruments  |                                     |                                  
|to earnings                                                  |                                     |                                  
|                                                             |                                    
|COMPREHENSIVE INCOME                                         |                                     |                                  
|                                                             |                                    

See Notes to Unaudited
Consolidated Financial Statements

23

---

ENTERPRISE PRODUCTS OPERATING L.P. 
STATEMENTS OF CONSOLIDATED CASH FLOWS 
(Dollars in thousands)

|                                                              | For the Six Months
Ended June 30,
|------------------------------------------------------------- | ---------------------------------
|
|OPERATING ACTIVITIES                                          |                                  
|Net income                                                    |                                  
|Adjustments to reconcile net income to cash flows provided    |                                  
|by (used for) operating activities:                           |                                  
|Depreciation and amortization in operating costs and expenses |                                  
|Depreciation in selling, general and administrative costs     |                                  
|Amortization in interest expense                              |                                  
|Equity in income of unconsolidated affiliates                 |                                  
|Distributions received from unconsolidated affiliates         |                                  
|Operating lease expense paid by EPCO                          |                                  
|Minority interest                                             |                                  
|Loss (gain) on sale of assets                                 |                                  
|Deferred income tax expense                                   |                                  
|Changes in fair market value of financial instruments         |                                  
|Net effect of changes in operating accounts                   |                                  
|                                                              |                                  
|Operating activities cash flows                               |                                  
|                                                              |                                  
|INVESTING ACTIVITIES                                          |                                  
|Capital expenditures                                          |                                  
|Proceeds from sale of assets                                  |                                  
|Business acquisitions, net of cash received                   |                                  
|Investments in and advances to unconsolidated affiliates      |                                  
|                                                              |                                  
|Investing activities cash flows                               |                                  
|                                                              |                                  
|FINANCING ACTIVITIES                                          |                                  
|Borrowings under debt agreements                              |                                  
|Repayments of debt                                            |                                  
|Debt issuance costs                                           |                                  
|Distributions paid to partners                                |                                  
|Distributions paid to minority interests                      |                                  
|Contributions from partners                                   |                                  
|Contributions from minority interests                         |                                  
|Parents Units acquired by consolidated Trust                 |                                  
|Settlement of treasury lock financial instruments             |                                  
|Increase in restricted cash                                   |                                  
|                                                              |                                  
|Financing activities cash flows                               |                                  
|                                                              |                                  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                       |                                  
|CASH AND CASH EQUIVALENTS                                     |                                  
|(NET OF RESTRICTED CASH), JANUARY 1                           |                                  
|                                                              |                                  
|CASH AND CASH EQUIVALENTS                                     |                                  
|(NET OF RESTRICTED CASH), JUNE 30                             |                                  
|                                                              |                                  

See Notes to Unaudited
Consolidated Financial Statements

24

---

ENTERPRISE PRODUCTS OPERATING L.P. 
STATEMENTS OF CONSOLIDATED PARTNERS EQUITY 
(Dollars in thousands)

|                                     | Limited
Partner | General
Partner | Parent's
Units | Accum.
OCI | Total
|------------------------------------ | --------------- | --------------- | -------------- | ---------- | -----
|Balances, December 31, 2002          |                 |                 | $              | 1,211,593  |      
|Net income                           |                 |                 |                | 74,169     |      
|Leases paid by EPCO                  |                 |                 |                | 4,502      |      
|Contributions from partners          |                 |                 |                | 514,148    |      
|Distributions paid to partners       |                 |                 |                | (143,859   | )    
|Reclassification of change in        |                 |                
|value of treasury lock financial     |                 |                
|instruments recorded as              |                 |                
|cash flow hedges                     |                 |                 |                |            |      
|Cash gains on settlement of treasury |                 |                
|lock financial instruments           |                 |                
|recorded as cash flow hedges         |                 |                 |                |            |      
|Amortization of cash gains on        |                 |                
|settlement of treasury lock          |                 |                
|financial instruments to             |                 |                
|interest expense in earnings         |                 |                 |                |            |      
|                                     |                
|Balances, June 30, 2003              |                 |                 | $              | 1,660,553  |      
|                                     |                

See Notes to Unaudited
Consolidated Financial Statements

25

---

# ENTERPRISE PRODUCTS
OPERATING L.P.NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

# 1. GENERAL

In
the opinion of Enterprise Products Operating L.P., the accompanying unaudited consolidated
financial statements include all adjustments consisting of normal recurring accruals
necessary for a fair presentation of its:

| |  | consolidated
financial position as of June 30, 2003;
| | - | ----------------------------------------------------

| |  | consolidated
results of operations for the three and six months ended June 30, 2003 and 2002;
| | - | ---------------------------------------------------------------------------------------------

| |  | consolidated
cash flows for the six months ended June 30, 2003 and 2002; and
| | - | ----------------------------------------------------------------------------

| |  | consolidated
partners equity for the six months ended June 30, 2003.
| | - | ---------------------------------------------------------------------

Within
these footnote disclosures of Enterprise Products Operating L.P., references to
we, us, our or the Company shall mean the
consolidated financial statements of Enterprise Products Operating L.P. References to
Limited Partner shall mean the consolidated financial statements of our
parent, Enterprise Products Partners L.P., which are included elsewhere in this
combined quarterly
report on Form 10-Q.

Although
we believe 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
GAAP have been condensed or omitted pursuant to the rules and
regulations of the SEC. These unaudited financial statements should be read in conjunction
with our annual report on Form 10-K/A (File No. 333-93239-01) for the year ended December
31, 2002.

The
results of operations for the three and six months ended June 30, 2003 are not necessarily
indicative of the results to be expected for the full year.

Dollar
amounts presented in the tabular data within these footnote disclosures are stated in
thousands of dollars, unless otherwise indicated.

Certain
abbreviated entity names and other capitalized and industry terms are defined within the glossary of
this quarterly report on Form 10-Q.

Certain
reclassifications have been made to the prior years financial statements to conform
to the current year presentation. These reclassifications had no effect on previously
reported results of consolidated operations.

See
Note 13 for the pro forma effect on net income if we had used the fair-value based
method of accounting for equity-based options.

# 2. RECENTLY ISSUED
ACCOUNTING STANDARDS

SFAS
No. 143,Accounting for Asset Retirement Obligations. We adopted
this standard as of January 1, 2003. This statement establishes accounting standards for the
recognition and measurement of an asset retirement obligation (ARO) liability
and the associated asset retirement cost. Our adoption of this standard had no material
impact on our financial statements. For a discussion regarding our implementation of this
new standard, see Note 5.

SFAS
No. 145,Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections.  We adopted provisions of this
standard as of January 1, 2003. This statement revised accounting guidance related to the
extinguishment of debt and accounting for certain lease transactions. It also amended
other accounting literature to clarify its meaning, applicability and to make various
technical corrections. Our adoption of this standard has had no material impact on our
financial statements.

SFAS
No. 146, Accounting for Costs Associated with Exit and Disposal
Activities. We adopted this standard as of January 1, 2003. This statement
requires companies to

26

---

recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of an entity's commitment to an exit or disposal plan. Our
adoption of this standard has had no material impact on our financial statements.

SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure. We adopted this standard as of December 31, 2002. This statement
provides alternative methods of transition from a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 in both annual and interim financial
statements. We have provided the information required by this statement under Note 13.
Apart from this additional footnote disclosure, our adoption of this standard has had no
material impact on our financial statements.

SFAS
No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. This statement amends and clarifies accounting guidance for
derivative instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. This statement is effective for
contracts entered into or modified after June 30, 2003, for hedging relationships
designated after June 30, 2003, and to certain preexisting contracts. We adopted SFAS No.
149 on a prospective basis as of July 1, 2003. We are currently evaluating the effect that
SFAS No. 149 will have on our financial statements.

SFAS
No. 150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. This standard establishes classification and measurement
standards for financial instruments with characteristics of both liabilities and equity.
It requires an issuer of such financial instruments to reclassify the instrument from
equity to a liability or an asset. The effective date of this standard for us was July 1,
2003. Our adoption of this standard has had no material impact on our financial
statements.

FIN
45,Guarantors Accounting and Disclosure Requirement from Guarantees,
Including Indirect Guarantees of Indebtedness of Others. We implemented this
FASB interpretation as of December 31, 2002. This interpretation of SFAS No. 5, 57 and
107, and rescission of FASB Interpretation No. 34 elaborates on the disclosures to be made
by a guarantor in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. We have provided the information required
by this interpretation under Note 8.

FIN
46,Consolidation of Variable Interest Entities  An Interpretation of
ARB No. 51. This interpretation of ARB No. 51 addresses requirements for
accounting consolidation of a variable interest entity (VIE) with its primary
beneficiary. In general, if an equity owner of a VIE meets certain criteria defined within
FIN 46, the assets, liabilities and results of the activities of the VIE should be
included in the consolidated financial statements of the owner. Our adoption of FIN 46 as of January 31, 2003 has
had no material effect on our financial statements.

# 3. BUSINESS ACQUISITIONS

During
the first six months of 2003, we acquired the Port Neches Pipeline and
EPIKs remaining 50% ownership interest. We also made minor adjustments to the
allocation of the purchase price we paid to acquire indirect interests in the Mid-America
and Seminole pipelines. Due to the immaterial nature of each, individually and in the
aggregate, our discussion of each of these transactions is limited to the following:

Acquisition
of Port Neches Pipeline. In March 2003, we acquired entities owning the Port
Neches Pipeline (formerly known as the Quest Pipeline) for $14.3 million. The 70-mile Port
Neches Pipeline transports high-purity grade isobutane produced at our facilities in Mont
Belvieu to consumers in Port Neches, Texas.

Acquisition
of remaining 50% interest in EPIK. In March 2003, we purchased the remaining 50%
ownership interests in EPIK for $14.4 million (which is net of cash received of $4.6
million). EPIK owns an NGL export terminal located in southeast Texas on the Houston Ship
Channel. As a result of this acquisition, EPIK became a wholly-owned subsidiary of ours
(previously, it had been an unconsolidated affiliate).

27

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Our
preliminary allocation of the purchase price of each transaction is as follows:

|                                 | 50% interest
in EPIK | Port Neches
Pipeline | Other | Total  
|-------------------------------- | -------------------- | -------------------- | ----- | -------
|Prepaid and other current assets |                      |                      | $     | 1,188  
|Property, plant and equipment    |                      |                      |       | 31,585 
|Investments in and advances to   |                      |                      |       |        
|unconsolidated affiliates        |                      |                      |       | (17,247
|Accrued expenses                 |                      |                      |       | (1,102 
|Other current liabilities        |                      |                      |       | (35    
|Minority interest                |                      |                      |       |        
|                                 |                     
|Total purchase price             |                      |                      | $     | 14,389 
|                                 |                     

# 4. INVENTORIES

Our inventories
were as follows at the dates indicated:

|                        | June 30,
2003 | December 31,
2002
|----------------------- | ------------- | -----------------
|Working inventory       |               |                  
|Forward-sales inventory |               |                  
|                        |              
|Inventory               |               |                  
|                        |              

Our
regular (or working) inventory is comprised of inventories of NGLs, certain
petrochemical products, and natural gas that are available for sale through our marketing
activities. The forward sales inventory is comprised of segregated NGL volumes dedicated
to the fulfillment of forward sales contracts.

Due
to fluctuating market conditions in the midstream energy industry in which we operate, we
occasionally recognize lower of cost or market (LCM) adjustments when the
costs of our inventories exceed their net realizable value. These non-cash adjustments are
charged to operating costs and expenses in the period they are recognized. For the three
and six months ended June 30, 2003, we recognized $4.0 million and $14.3 million,
respectively, of such LCM adjustments. For the three and six months ended June 30, 2002,
we recognized $4.5 million and $4.6 million, respectively, of these adjustments. The
majority of these write-downs were taken against NGL inventories.

# 5. PROPERTY, PLANT AND
EQUIPMENT

Our
property, plant and equipment and accumulated depreciation were as follows at the dates
indicated:

|                                         | Estimated
Useful Life
in Years | June 30,
2003 | December 31,
2002
|---------------------------------------- | ------------------------------ | ------------- | -----------------
|Plants and pipelines                     |                                |               |                  
|Underground and other storage facilities |                                |               |                  
|Transportation equipment                 |                                |               |                  
|Land                                     |                                |               |                  
|Construction in progress                 |                                |               |                  
|                                         |                                |              
|Total                                    |                                |               |                  
|Less accumulated depreciation            |                                |               |                  
|                                         |                                |              
|Property, plant and equipment, net       |                                |               |                  
|                                         |                                |              

28

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Depreciation
expense for the three months ended June 30, 2003 and 2002 was $24.3 million and $13.7
million, respectively. For the six months ended June 30, 2003 and 2002, it was $48.4
million and $27.9 million, respectively.

Asset
retirement obligations. SFAS No. 143 establishes accounting standards for the
recognition and measurement of an ARO liability and the associated asset retirement cost.
Under the implementation guidelines of SFAS No. 143, we reviewed our long-lived assets for
ARO liabilities and identified such liabilities in several operational areas. These
include ARO liabilities related to (i) right-of-way easements over property not
owned by us and (ii) regulatory requirements triggered by the abandonment or retirement of
certain currently operated facilities.

As
a result of our analysis of identified AROs, we were not required to recognize such
potential liabilities. Our rights under the easements are renewable and only require
retirement action upon nonrenewal of the easement agreements. We currently expect to renew
all such easement agreements and to use these properties for the foreseeable future.
Therefore, an ARO liability is not estimable for such easements. Should we decide not to
renew these right-of-way agreements, an ARO liability would be recorded at that time. We also identified potential ARO liabilities
arising from regulatory requirements related to the future abandonment or retirement of certain
currently operated facilities. At present, we have no intention or
legal obligation to abandon or retire such facilities. An ARO liability would be recorded
if future abandonment or retirement of such facilities occurred.

Certain
Gulf of Mexico natural gas pipelines owned by our equity method investees, Starfish,
Neptune and Nemo, have identified AROs relating to regulatory requirements. At present, these
entities have no plans to abandon or retire their major transmission pipelines;
however, there are plans to retire certain minor gas gathering lines periodically through
2013. Should the management of these companies decide to abandon or retire their major
transmission pipelines, an ARO liability would be recorded at that time. With regard to
the minor gas gathering pipelines scheduled for retirement, Starfish and Neptune
collectively recorded ARO liabilities totaling $2.8 million (on a gross basis).

# 6. INVESTMENTS IN AND
ADVANCES TO UNCONSOLIDATED AFFILIATES

We own interests in a number of
related businesses that are accounted for under the equity or cost methods. The
investments in and advances to these unconsolidated affiliates are grouped according to
the business segment to which they relate. For a general discussion of our business
segments, see Note 12. The following table shows our investments in and advances to
unconsolidated affiliates at the dates indicated:

29

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|                                       | Ownership
Percentage | June 30,
2003 | December 31,
2002
|-------------------------------------- | -------------------- | ------------- | -----------------
|Accounted for under the equity method: |                      |               |                  
|Fractionation:                         |                      |              
|BRF                                    |                      |               |                  
|BRPC                                   |                      |               |                  
|Promix                                 |                      |               |                  
|La Porte                               |                      |               |                  
|OTC                                    |                      |               |                  
|Pipeline:                              |                      |              
|EPIK                                   |                      |               |                  
|Wilprise                               |                      |               |                  
|Tri-States                             |                      |               |                  
|Belle Rose                             |                      |               |                  
|Dixie                                  |                      |               |                  
|Starfish                               |                      |               |                  
|Neptune                                |                      |               |                  
|Nemo                                   |                      |               |                  
|Evangeline                             |                      |               |                  
|Octane Enhancement:                    |                      |               |                  
|BEF                                    |                      |               |                  
|Accounted for under the cost method:   |                      |               |                  
|Processing:                            |                      |               |                  
|VESCO                                  |                      |               |                  
|                                       |                      |              
|Total                                  |                      |               |                  
|                                       |                      |              

The
following table shows our equity in income (loss) of unconsolidated affiliates for the
periods indicated:

|                    |  | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------- |  | ----------------------------------- | ---------------------------------
|
|Fractionation:      |  |                                     |                                  
|BRF                 |  |                                     |                                  
|BRPC                |  |                                     |                                  
|Promix              |  |                                     |                                  
|La Porte            |  |                                     |                                  
|OTC                 |  |                                     |                                  
|Pipelines:          |  |                                    
|EPIK                |  |                                     |                                  
|Wilprise            |  |                                     |                                  
|Tri-States          |  |                                     |                                  
|Belle Rose          |  |                                     |                                  
|Dixie               |  |                                     |                                  
|Starfish            |  |                                     |                                  
|Neptune             |  |                                     |                                  
|Nemo                |  |                                     |                                  
|Evangeline          |  |                                     |                                  
|Octane Enhancement: |  |                                    
|BEF                 |  |                                     |                                  
|                    |  |                                    
|Total               |  |                                     |                                  
|                    |  |                                    

30

---

The
following tables present summarized income statement information for our unconsolidated
affiliates accounted for under the equity method (for the periods indicated, on a 100%
basis). We have grouped this information by the business segment to which the entities
relate.

|                   | Summarized Income Statement Information for the Three Months Ended
|------------------ | ------------------------------------------------------------------
|
|
|Pipelines          |                                                                   
|Fractionation      |                                                                   
|Octane Enhancement |                                                                   

|                   | Summarized Income Statement Information for the Six Months Ended
|------------------ | ----------------------------------------------------------------
|
|
|Pipelines          |                                                                 
|Fractionation      |                                                                 
|Octane Enhancement |                                                                 

Our
initial investment in Promix, La Porte, Dixie, Neptune and Nemo exceeded our share of the
historical cost of the underlying net assets of such entities (the excess
cost). The excess cost of these investments is reflected in our investments in and
advances to unconsolidated affiliates for these entities. That portion of excess cost
attributable to the tangible plant and/or pipeline assets of each entity is amortized
against equity earnings from these entities in a manner similar to depreciation. That
portion of excess cost attributable to goodwill is subject to periodic impairment testing
and is not amortized.

The
following table summarizes our excess cost information at June 30, 2003 and December 31,
2002 by the business segment to which the unconsolidated affiliates relate:

|                                                                                      |  | Original Excess Cost
attributable to | Unamortized balance at
|------------------------------------------------------------------------------------- |  | ------------------------------------ | ----------------------
|
|Fractionation                                                                         |  |                                      |                       
|Pipelines                                                                             |  |                                      |                       
|                                                                                      |  |                                      |                       
|(1) Goodwill is not amortized; however, it is subject to periodic impairment testing. |  |                                     

For
the three months ended June 30, 2003 and 2002, we recorded $0.4 million and $0.3 million,
respectively, of excess cost amortization, which is reflected in our equity in earnings from
unconsolidated affiliates. We recorded $0.8 million of excess cost amortization for each
of the six month periods ended June 30, 2003 and 2002.

Purchase
of remaining 50% interest in EPIK

As
discussed in Note 3, we purchased the remaining 50% ownership interest in EPIK in March
2003. As a result of this acquisition, EPIK became a wholly-owned subsidiary. We recorded
$1.8 million of equity income from EPIK for the two months that it was an unconsolidated
subsidiary during the first quarter of 2003.

31

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# 7. INTANGIBLE ASSETS AND
GOODWILL

# Intangible assets

The
following table summarizes our intangible assets at June 30, 2003 and December 31, 2002:

|                                                                                            |  | At June 30, 2003 | At December 31, 2002
|------------------------------------------------------------------------------------------- |  | ---------------- | --------------------
|
|Shell natural gas processing agreement                                                      |  |                  | $                   
|Mont Belvieu Storage II contracts                                                           |  |                  |                     
|Mont Belvieu Splitter III contracts                                                         |  |                  |                     
|Toca-Western natural gas processing contracts                                               |  |                  |                     
|Toca-Western NGL fractionation contracts                                                    |  |                  |                     
|Venice contracts (a)                                                                        |  |                  |                     
|                                                                                            | 
|Total                                                                                       |  |                  | $                   
|                                                                                            | 
|                                                                                           
|                                                                                           
|(a)  Amortization scheduled to begin when contracted-volumes begin to be processed in 2003.

The following
table shows amortization expense associated with our intangible assets for the three and
six months ended June 30, 2003 and 2002:

|                                              | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|--------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Shell natural gas processing agreement        |                                     |                                  
|Mont Belvieu Storage II contracts             |                                     |                                  
|Mont Belvieu Splitter III contracts           |                                     |                                  
|Toca-Western natural gas processing contracts |                                     |                                  
|Toca-Western NGL fractionation contracts      |                                     |                                  
|                                              |                                    
|Total                                         |                                     |                                  
|                                              |                                    

# Goodwill

Our
goodwill is attributable to the excess of the purchase price over the fair value of assets
acquired and is comprised of the following (at June 30, 2003 and December 31, 2002):

|                                      | 
|------------------------------------- | 
|Mont Belvieu Splitter III acquisition | 
|MBA acquisition                       | 
|                                      | 
|                                      | 
|                                      | 

Our
goodwill amounts are recorded as part of the Fractionation segment since they are
related to assets classified within this operating segment.

32

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# 8. DEBT OBLIGATIONS

Our
debt obligations consisted of the following at the dates indicated:

|                                                         | June 30,
2003 | December 31,
2002
|-------------------------------------------------------- | ------------- | -----------------
|Borrowings under:                                        |               |                  
|364-Day Term Loan, variable rate, due July 2003          |               |                  
|364-Day Revolving Credit facility, variable rate,        |               |                  
|due November 2004                                        |               |                  
|Multi-Year Revolving Credit facility, variable rate,     |               |                  
|due November 2005                                        |               |                  
|Senior Notes A, 8.25% fixed rate, due March 2005         |               |                  
|Seminole Notes, 6.67% fixed rate, $15 million due        |               |                  
|each December, 2002 through 2005                         |               |                  
|MBFC Loan, 8.70% fixed rate, due March 2010              |               |                  
|Senior Notes B, 7.50% fixed rate, due February 2011      |               |                  
|Senior Notes C, 6.375% fixed rate, due February 2013     |               |                  
|Senior Notes D, 6.875% fixed rate, due March 2033        |               |                  
|                                                         |              
|Total principal amount                                   |               |                  
|Unamortized balance of increase in fair value related to |               |                  
|hedging a portion of fixed-rate debt                     |               |                  
|Less unamortized discount on:                            |               |                  
|Senior Notes A                                           |               |                  
|Senior Notes B                                           |               |                  
|Senior Notes D                                           |               |                  
|Less current maturities of debt                          |               |                  
|                                                         |              
|Long-term debt                                           |               |                  
|                                                         |              

Letters
of credit. At June 30, 2003 and December 31, 2002, we had $75 million of standby
letter of credit capacity under our Multi-Year Revolving Credit facility. We had $1.5
million of letters of credit outstanding under this facility at June 30, 2003 and $2.4
million outstanding at December 31, 2002.

Covenants.We were in compliance with the various covenants of our debt agreements at
          June 30, 2003 and December 31, 2002.

Parent-Subsidiary
guarantor relationships. Our parent (which is our Limited Partner) is the guarantor of
certain of our consolidated debt obligations. This parent-subsidiary guaranty provision
exists under all of our consolidated debt obligations, with the exception of the Seminole
Notes. The Seminole Notes are unsecured obligations of Seminole Pipeline Company (of which
we own an effective 78.4% of its ownership interests). If we were to default on any
debt guaranteed by the Limited Partner, our Limited Partner would be responsible for full payment of
that obligation.

New
senior notes issued during first quarter of 2003

During
the first quarter of 2003, we completed the issuance of $850 million of long-term senior
notes (Senior Notes C and D). Senior Notes C and D are unsecured obligations and rank
equally with our existing and future unsecured and unsubordinated indebtedness and senior
to any future subordinated indebtedness. Senior Notes C and D are guaranteed by our
Limited Partner through an unsecured and unsubordinated guarantee that is non-recourse to
the General Partner. These notes were issued under an indenture containing certain
covenants and are subject to a make-whole redemption right if we elect to call the debt
prior to its scheduled maturity. These covenants restrict our ability, with certain
exceptions, to incur debt secured by liens and engage in sale and leaseback transactions.

33

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Senior
Notes C. In January 2003, we issued $350 million in principal amount of 6.375%
fixed-rate senior notes due February 1, 2013 (Senior Notes C), from which we
received net proceeds before offering expenses of approximately $347.7 million. These
private placement notes were sold at face value with no discount or premium. We used the
proceeds from this offering to repay a portion of the indebtedness outstanding under the
364-Day Term Loan that we incurred to finance the Mid-America and Seminole acquisitions.
In May 2003, we exchanged 100% of the private placement Senior Notes C for
publicly-registered Senior Notes C.

Senior
Notes D. In February 2003, we issued $500 million in principal amount of 6.875%
fixed-rate senior notes due March 1, 2033 (Senior Notes D), from which we
received net proceeds before offering expenses of approximately $489.8 million. These
private placement notes were sold at 98.842% of their face amount. We used
$421.4 million from this offering to repay the remaining principal balance outstanding
under the 364-Day Term Loan. In addition, we applied $60.0 million of the proceeds to
reduce the balance outstanding under the 364-Day Revolving Credit facility. The remaining
proceeds were used for working capital purposes. In July 2003, we exchanged 100% of the
private placement Senior Notes D for publicly-registered Senior Notes D.

Repayment
of 364-Day Term Loan

In July 2002, we
entered into the $1.2 billion senior unsecured 364-Day Term Loan to initially fund the
acquisition of indirect interests in Mid-America and Seminole. We used $178.5
million of the $182.5 million in proceeds from our Limited Partners October 2002
equity offering to partially repay this loan. We used $252.8 million of the $258.2 million
in proceeds from our Limited Partners January 2003 equity offering (see Note 9),
$347.0 million of the $347.7 million in proceeds from our issuance of Senior Notes C and
$421.4 million in proceeds from our issuance of Senior Notes D to completely repay the
364-Day Term Loan by February 2003.

Revolving
credit facilities

We
used $60.0 million in proceeds from the issuance of Senior Notes D in February 2003 to
reduce the balance outstanding under our 364-Day Revolving Credit facility. In addition,
we applied $261.2 million in contributions related to our Limited Partners June 2003
equity offering (see Note 9) to reduce the balances then outstanding under our revolving
credit facilities, of which $102 million was applied against the 364-Day Revolving Credit
facility and $159.2 million against the Multi-Year Revolving Credit facility.

At
June 30, 2003, we had $230 million of stand-alone borrowing capacity available under our
364-Day Revolving Credit facility, with no principal balance outstanding. In addition, we
had $270 million in stand-alone borrowing capacity available under our Multi-Year
Revolving Credit facility at June 30, 2003. We had $130 million of principal and $1.5 million in letters of
credit outstanding under this facility at that date, with $138.5 million of unused capacity.

The
credit line available under our 364-Day Revolving Credit facility expires in November
2003. In accordance with the terms of the credit agreement of this facility,
we have the option to convert any revolving credit balance outstanding at maturity
to a one-year term loan (due November 2004). Management expects to refinance this facility in the fourth quarter of 2003.

34

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Information
regarding variable interest rates paid

The
following table shows the range of interest rates paid and weighted-average interest rate
paid on our variable-rate debt obligations for the six months ended June 30, 2003:

|                                                | Range of
interest rates
paid | Weighted-
average
interest rate
paid
|----------------------------------------------- | ---------------------------- | ------------------------------------
|364-Day Term Loan (a)                           |                              |                                     
|364-Day Revolving Credit facility               |                              |                                     
|Multi-Year Revolving Credit facility            |                              |                                     
|                                               
|                                               
|(a)  This facility was repaid in February 2003.

# 9. CAPITAL STRUCTURE

We
are owned 98.9899% by our Limited Partner and 1.0101% by our General Partner. The rights
available to our partners are described in the Amended and Restated Agreement of
Limited Partnership. We are managed by our General Partner.

In
January 2003, our Limited Partner completed an equity offering from which we received a
cash contribution of $258.2 million, which includes our General Partners related
capital contribution of $2.6 million. We used $252.8 million of the contribution to repay
a portion of the indebtedness outstanding under the 364-Day Term Loan. The remaining
balance of the contribution was used for working capital purposes.

In
June 2003, our Limited Partner completed an equity offering from which we received a cash
contribution of $261.2 million, which includes our General Partners related capital
contribution of $2.6 million. We used the proceeds from this contribution to reduce
indebtedness outstanding under our revolving credit facilities.

# 10. SUPPLEMENTAL CASH
FLOWS DISCLOSURE

The
net effect of changes in operating accounts is as follows:

|                                            | For the Six Months
Ended June 30,
|------------------------------------------- | ---------------------------------
|
|(Increase) decrease in:                     |                                  
|Accounts and notes receivable               |                                  
|Inventories                                 |                                  
|Prepaid and other current assets            |                                  
|Other assets                                |                                  
|Increase (decrease) in:                     |                                  
|Accounts payable                            |                                  
|Accrued gas payable                         |                                  
|Accrued expenses                            |                                  
|Accrued interest                            |                                  
|Other current liabilities                   |                                  
|Other liabilities                           |                                  
|                                            |                                  
|Net effect of changes in operating accounts |                                  
|                                            |                                  

35

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During
the first six months of 2003, we completed two minor business acquisitions and made
adjustments to the purchase price allocation of the Mid-America and Seminole acquisitions.
These acquisitions and adjustments affected various balance sheet accounts (see Note 3).
The 2002 period primarily reflects our acquisition of Diamond-Kochs Mont Belvieu NGL
and petrochemical storage business in January 2002 and their adjacent propylene
fractionation business (Splitter III) in February 2002.

We
record certain financial instruments relating to commodity positions and interest rate
hedging activities at their respective fair values using mark-to-market accounting. For
the six months ended June 30, 2002, we recognized a net $19.7 million in non-cash
mark-to-market decreases in the fair value of these instruments, primarily in our
commodity financial instruments portfolio. We had a limited number of such positions
outstanding during the first six months of 2003, with the non-cash change in fair value of
these instruments being an increase of $23 thousand.

Cash
and cash equivalents (as shown on our Statements of Consolidated Cash Flows) excludes
restricted cash held by a brokerage firm both as margin deposits associated with our
financial instruments portfolio and cash deposits pertaining to physical natural gas purchase transactions
we made on the NYMEX exchange. The restricted cash balance at June 30, 2003 and December 31,
2002 was $21.5 million and $8.8 million, respectively.

During
the second quarter of 2003, we recognized a $6.7 million long-term receivable from a
customer relating to the construction of certain pipeline equipment. Of this amount, $3.9
million relates to charges originally recorded as construction-in-progress and $2.8
million represents deferred revenue classified as a component of other liabilities. This
receivable is expected to be collected over the next ten years and bears an effective
annual interest rate of approximately 12%.

# 11. FINANCIAL INSTRUMENTS

We
are exposed to financial market risks, including changes in commodity prices and interest
rates. We may use financial instruments (i.e., futures, forwards, swaps, options, and
other financial instruments with similar characteristics) to mitigate the risks of certain
identifiable and anticipated transactions, primarily within our Processing segment. In
general, the types of risks we attempt to hedge are those relating to the variability of
future earnings and cash flows caused by changes in commodity prices and interest rates.
As a matter of policy, we do not use financial instruments for speculative (or trading)
purposes.

Commodity
hedging financial instruments

During
the first six months of 2002, we recognized a loss of $50.9 million from our Processing
segments commodity hedging activities that was recorded as an operating cost in our
Statements of Consolidated Operations and Comprehensive Income. Of this loss, $5.8 million
was recorded during the second quarter of 2002. In March 2002, the effectiveness of our
primary commodity hedging strategy deteriorated due to an unexpected rapid increase in
natural gas prices whereby the loss in value of our fixed-price natural gas financial
instruments was not offset by increased gas processing margins. We exited the strategy
underlying this loss in 2002.

During
the first six months of 2003, we utilized a limited number of commodity financial
instruments from which we recorded a loss of $0.9 million. Of this loss amount, $28
thousand was recognized during the second quarter of 2003. The fair value of open
positions at June 30, 2003 was a payable of approximately $2 thousand.

Interest
rate hedging financial instruments

During
the fourth quarter of 2002, we entered into seven treasury lock transactions. Each
treasury lock transaction carried a maturity date of either January 31, 2003 or April 15,
2003. The purpose of these financial instruments was to hedge the underlying U.S. treasury interest
rate associated with our anticipated issuance of debt in early 2003 to refinance the
Mid-America and Seminole acquisitions. The notional amounts of the treasury lock transactions totaled
$550 million, with a total treasury lock rate of approximately 4%.

These transactions were accounted for as cash flow hedges under SFAS No. 133. The
fair value of these financial instruments at December 31, 2002 was a current liability of

36

---

$3.8
million offset by a current asset of $0.2 million. The net $3.6 million non-cash
mark-to-market liability was recorded as a component of comprehensive income on that date,
with no impact on 2002 net income.

We
settled all of the treasury locks by early February 2003 in connection with our issuance
of Senior Notes C and D (see Note 8). The settlement of these financial instruments resulted in our
receipt of $5.4 million in cash. This amount was recorded as a gain in other comprehensive
income during the first quarter of 2003 and represents the effective portion of the
treasury locks.

Of
the $5.4 million recorded in other comprehensive income during the first quarter of 2003,
$4.0 million is attributable to our issuance of Senior Notes C and is being amortized to
earnings as a reduction in interest expense over the 10-year term of this debt. The
remaining $1.4 million is attributable to our issuance of Senior Notes D and is being
amortized to earnings as a reduction in interest expense over the 10-year term of the
anticipated transaction as required by SFAS No. 133. The estimated amount to be
reclassified from accumulated other comprehensive income to earnings during 2003 is $0.4
million. As a result of settlement of the treasury locks, the $3.6 million non-cash
mark-to-market liability recorded at December 31, 2002 was reclassified out of accumulated
other comprehensive income in Partners Equity to offset the current asset and
liability we recorded at December 31, 2002 with no impact on 2003 net income.

# 12. SEGMENT INFORMATION

We
have five reportable business (or operating) segments: Pipelines, Fractionation, Processing, Octane
Enhancement and Other. Our reportable segments are generally organized according to the
type of services rendered (or process employed) and products produced and/or sold, as
applicable. The segments are regularly evaluated by the CEO of the
General Partner. Pipelines consists of NGL, petrochemical and natural gas pipeline
systems, storage and import/export terminal services. Fractionation primarily includes NGL
fractionation, isomerization, and polymer-grade and chemical-grade propylene fractionation
services. Processing includes the natural gas processing business and its related NGL
marketing activities. Octane Enhancement represents our equity interest in BEF, a facility
that produces motor gasoline additives to enhance octane (currently producing MTBE). The
Other business segment consists of fee-based marketing services and various operational
support activities.

We
evaluate segment performance based on the non-GAAP financial measure of gross operating
margin. We define total segment gross operating margin as operating income before: (1)
depreciation and amortization expense; (2) operating lease expenses for which we do not
have the payment obligation; (3) gains and losses on the sale of assets; and (4) selling,
general and administrative expenses. Gross operating margin is exclusive of other income
and expense transactions, provision for income taxes, minority interest and extraordinary
charges. Gross operating margin by segment is calculated by subtracting segment operating
costs and expenses (net of the adjustments noted above) from segment revenues, with both
segment totals before the elimination of intercompany transactions. In accordance with GAAP, intercompany accounts
and transactions are eliminated in consolidation.

Gross
operating margin (either in total or by individual segment) is an important performance measure of
the core profitability of our operations. This non-GAAP financial measure forms the basis of our internal
financial reporting and is used by senior management in deciding how to allocate capital
resources among business segments. We believe that investors benefit from having access to
the same financial measures that our management uses. The GAAP measure most directly
comparable to total segment gross operating margin is operating income.

37

---

The
following table shows our measurement of total segment gross operating margin for the
periods indicated:

|                                                                                                                                                                                                                                                                                                                                            | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Revenues (a)                                                                                                                                                                                                                                                                                                                                |                                     |                                  
|Less operating costs and expenses (a)                                                                                                                                                                                                                                                                                                       |                                     |                                  
|Add equity in income (loss) of unconsolidated affiliates (b)                                                                                                                                                                                                                                                                                |                                     |                                  
|                                                                                                                                                                                                                                                                                                                                            |                                    
|Subtotal                                                                                                                                                                                                                                                                                                                                    |                                     |                                  
|Add: Depreciation and amortization in operating costs                                                                                                                                                                                                                                                                                      
|and expenses (c)                                                                                                                                                                                                                                                                                                                            |                                     |                                  
|Retained lease expense, net in operating expenses                                                                                                                                                                                                                                                                                           |                                     |                                  
|allocable to us (d)                                                                                                                                                                                                                                                                                                                         |                                     |                                  
|Loss (gain) on sale of assets in operating costs and                                                                                                                                                                                                                                                                                       
|expenses (c)                                                                                                                                                                                                                                                                                                                                |                                     |                                  
|                                                                                                                                                                                                                                                                                                                                            |                                    
|Total segment gross operating margin                                                                                                                                                                                                                                                                                                        |                                     |                                  
|                                                                                                                                                                                                                                                                                                                                            |                                    
|                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                           
|(a)  These amounts represent both third-party and related party totals as shown on our Statements of Consolidated
Operations and Comprehensive Income.                                                                                                                                                                                     
|(b)  This amount is taken directly from our Statements of Consolidated Operations and Comprehensive Income.                                                                                                                                                                                                                                
|(c)  This amount is taken directly from the operating activities section of our Statements of Consolidated Cash Flows.                                                                                                                                                                                                                     
|(d)  This non-cash amount represents the value of the operating leases contributed EPCO to us for which EPCO has retained the
cash payment obligation (the "retained leases").  This amount is taken from the operating activities section ("Operating lease
expense paid by EPCO" line item) of our Statements of Consolidated Cash Flows.

The
following table reconciles GAAP operating income as shown on our Statements of
Consolidated Operations and Comprehensive Income to total segment gross operating margin
for the periods indicated:

|                                                              | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Operating income                                              |                                     |                                  
|Adjustments to reconcile operating income                     |                                     |                                  
|to total segment gross operating margin:                      |                                     |                                  
|Depreciation and amortization in operating costs and expenses |                                     |                                  
|Retained lease expense, net in operating costs and expenses   |                                     |                                  
|Loss (gain) on sale of assets in operating costs and expenses |                                     |                                  
|Selling, general and administrative costs                     |                                     |                                  
|                                                              |                                    
|Total segment gross operating margin                          |                                     |                                  
|                                                              |                                    

38

---

Information
by business segment, together with reconciliations to the consolidated totals, is
presented in the following table:

|                                     | Operating Segments |  |  
|------------------------------------ | ------------------ |  | -
|
|Revenues from                        |                    |  |  
|third parties:                       |                    | 
|Three months ended June 30, 2003     |                    |  | $
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Revenues from                        |                    | 
|related parties:                     |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Intersegment and intrasegment        |                    | 
|revenues:                            |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Total revenues:                      |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Equity in income (loss) of           |                    | 
|unconsolidated affiliates:           |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Gross operating margin by individual |                    | 
|business segment and in total:       |                    | 
|Three months ended June 30, 2003     |                    |  |  
|Three months ended June 30, 2002     |                    |  |  
|Six months ended June 30, 2003       |                    |  |  
|Six months ended June 30, 2002       |                    |  |  
|Segment assets:                      |                    | 
|At June 30, 2003                     |                    |  |  
|At December 31, 2002                 |                    |  |  
|Investments in and advances          |                    | 
|to unconsolidated affiliates:        |                    | 
|At June 30, 2003                     |                    |  |  
|At December 31, 2002                 |                    |  |  
|Intangible Assets:                   |                    | 
|At June 30, 2003                     |                    |  |  
|At December 31, 2002                 |                    |  |  
|Goodwill:                            |                    | 
|At June 30, 2003                     |                    | 
|and December 31, 2002                |                    |  |  

39

---

Our
revenues are derived from a wide customer base. All consolidated revenues during the three
and six months ended June 30, 2003 and 2002 were earned in the United States. The increase
in period-to-period revenues is primarily due to acquisitions and higher NGL, propylene
and natural gas prices, both of which offset the effects of lower volumes at many of our
pipelines and facilities.

For
the three months ended June 30, 2003 and 2002, total segment gross operating margin was
$106.5 million and $66.9 million, respectively. For the six month periods ended June 30,
2003 and 2002, total segment gross operating margin was $232.9 million and $93.2 million,
respectively. The primary reasons for the increase in total segment gross operating margin between the periods are (a) 2003 includes gross
operating margin from Mid-America and Seminole (acquired in July 2002) and (b) 2002 includes
significant commodity hedging losses (see Note 11). Mid-America and Seminoles gross operating
margin is classified under our Pipelines segment while commodity hedging results are
primarily a function of our Processing segment activities.

# 13. UNIT OPTION PLAN
ACCOUNTING

During 1998,
EPCO adopted its 1998 Long-Term Incentive Plan (the 1998 Plan). Under the 1998
Plan, non-qualified incentive options to purchase a fixed number of our Limited
Partners Common Units (the Units) may be granted to EPCOs key
employees who perform management, administrative or operational functions for us. The
exercise price per Unit, vesting and expiration terms, and rights to receive distributions
on Units granted are determined by EPCO for each grant. EPCO purchases the Units under the
1998 Plan at fair value either in the open market or from our Limited Partner (in the form
of newly-issued Common Units). In general, our responsibility for reimbursing EPCO for the
expense it incurs when these options are exercised is as follows:

| |  | We
pay EPCO for the costs attributable to equity-based awards granted to operations
personnel it employs on our behalf.
| | - | -----------------------------------------------------------------------------------------------------------------------

| |  | We
pay EPCO for the costs attributable to equity-based awards granted to administrative and
management personnel it hires in response to our expansion and business activities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We pay EPCO for our share of the costs attributable to equity-based awards granted to
certain of its employees in administrative and management positions that were active at
the time of our initial public offering in July 1998 who manage our business and affairs.
These costs are reimbursed through the administrative service fees we pay EPCO. EPCO is
responsible for the actual costs of such awards when these options are exercised.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
account for our share of the cost of these awards using the intrinsic value-based method
in accordance with APB No. 25, Accounting for Stock Issued to Employees. The
exercise price of each option granted is equivalent to or greater than the market price of
the Unit at the date of grant. Accordingly, no compensation expense related to Unit option
grants is recognized in our Statements of Consolidated Operations and Comprehensive
Income.

Accounting
principles require us to illustrate the pro forma effect on our net income as if the fair
value-based method of accounting (based on SFAS No. 123, Accounting for Stock Based
Compensation) had been applied to the 1998 Plan. The following table shows these pro
forma effects for the periods indicated:

|                                          | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|----------------------------------------- | ----------------------------------- | ---------------------------------
|
|Historical net income                     |                                     |                                  
|Additional Unit option-based compensation |                                     |                                  
|expense estimated using the fair          |                                     |                                  
|value-based method                        |                                     |                                  
|                                          |                                    
|Pro forma net income                      |                                     |                                  
|                                          |                                    

40

---

# Item 2. 
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

# For the three and six
months ended June 30, 2003 and 2002.

Enterprise
Products Partners L.P. is a publicly-traded limited partnership (NYSE, symbol
EPD) that conducts substantially all of its business through its 98.9899%
owned subsidiary, Enterprise Products Operating L.P.(the Operating
Partnership), the Operating Partnerships subsidiaries, and a number of
investments with industry partners. Since the Operating Partnership owns substantially all
of Enterprise Products Partners L.P.s consolidated assets and conducts substantially
all of its business and operations, the information set forth herein constitutes combined
information for the two registrants. Unless the context requires otherwise, references to
we, us, our or the Company are intended to
mean the consolidated business and operations of Enterprise Products Partners L.P., which
includes Enterprise Products Operating L.P. and its subsidiaries.

The
following discussion and analysis should be read in conjunction with the unaudited
consolidated financial statements and notes thereto of the Company and Operating
Partnership included under Part I of this quarterly report on Form 10-Q. Additionally,
certain abbreviated entity names and other capitalized and industry terms are defined within the
glossary of this report.

# Our results of operations

We
have five reportable business (or operating) segments: Pipelines, Fractionation, Processing, Octane
Enhancement and Other. Pipelines consists of NGL, petrochemical and natural gas pipeline
systems, storage and import/export terminal services. Fractionation primarily includes NGL
fractionation, isomerization and propylene fractionation. Processing includes our natural
gas processing business and related NGL marketing activities. Octane Enhancement
represents our equity interest in a facility that produces motor gasoline additives to enhance
octane (currently producing MTBE). The Other business segment consists of fee-based
marketing services and various operational support activities.

We
evaluate segment performance based on the non-GAAP financial measure of gross operating
margin. Gross operating margin (either in total or by individual segment) is an important performance
measure of the core profitability of our operations. This measure forms the basis of our
internal financial reporting and is used by senior management in deciding how to allocate
capital resources among business segments. We believe that investors benefit from having
access to the same financial measures that our management uses in evaluating segment
results. The GAAP measure most directly comparable to total segment gross operating margin is operating
income.

We
define total segment gross operating margin as operating income before: (1) depreciation and
amortization expense; (2) operating lease expenses for which we do not have the payment
obligation; (3) gains and losses on the sale of assets; and (4) selling, general and
administrative expenses. Gross operating margin is exclusive of other income and expense
transactions, provision for income taxes, minority interest and extraordinary charges.
Gross operating margin by segment is calculated by subtracting segment operating costs and
expenses (net of the adjustments noted above) from segment revenues, with both segment
totals before the elimination of intercompany transactions. In accordance with GAAP, intercompany accounts and
transactions are eliminated in consolidation. Our non-GAAP
financial measure of total segment gross operating margin should not be considered as an alternative to GAAP
operating income.

We
include equity earnings from unconsolidated affiliates in our measurement of segment gross
operating margin. Our equity investments with industry partners are a vital component of
our business strategy. They are a means by which we conduct our operations to align our
interests with those of our customers, which may be a supplier of raw materials or a consumer of
finished products. This method of operation also enables us to achieve favorable economies
of scale relative to the level of investment and business risk assumed versus what we
could accomplish on a stand-alone basis. Many of these businesses perform supporting or
complementary roles to our other business operations. For additional information regarding
our business segments, see footnote 12 of our Notes to Unaudited Consolidated Financial
Statements included under Item 1 of this quarterly report on Form 10-Q.

41

---

The
following table summarizes our consolidated revenues, costs and expenses, equity in income (loss)
of unconsolidated affiliates and operating income for the periods indicated (dollars in
thousands):

|                                                     | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|---------------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Revenues                                             |                                     |                                  
|Operating costs and expenses                         |                                     |                                  
|Selling, general and administrative costs            |                                     |                                  
|Equity in income (loss) of unconsolidated affiliates |                                     |                                  
|Operating income                                     |                                     |                                  

The
following table reconciles consolidated operating income to our measurement of total
segment gross operating margin for the periods indicated (dollars in thousands):

|                                                              | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Operating income                                              |                                     |                                  
|Adjustments to reconcile operating income                     |                                     |                                  
|to total segment gross operating margin:                      |                                     |                                  
|Depreciation and amortization in operating costs and expenses |                                     |                                  
|Retained lease expense, net in operating costs and expenses   |                                     |                                  
|Loss (gain) on sale of assets in operating costs and expenses |                                     |                                  
|Selling, general and administrative costs                     |                                     |                                  
|                                                              |                                    
|Total segment gross operating margin                          |                                     |                                  
|                                                              |                                    

EPCO
subleases certain equipment to us located at our Mont Belvieu facility and 100 railroad
tankcars for $1 dollar per year. These subleases (the retained leases) are
part of the EPCO Agreement we executed with EPCO at our formation in 1998. EPCO holds
these items pursuant to operating leases for which it has retained the corresponding cash
lease payment obligation. Operating costs and expenses (as shown in the Statements of
Consolidated Operations and Comprehensive Income) treat the lease payments being made by
EPCO as a non-cash related party operating expense, with the offset to Partners
Equity on the Consolidated Balance Sheets recorded as a general contribution to the
Company. Apart from the partnership interests we granted to EPCO at our formation, EPCO
does not receive any additional ownership rights as a result of its contribution to us of
the retained leases. In addition, EPCO has assigned to us the purchase options associated
with these leases. For additional information regarding the EPCO Agreement and the
retained leases, see Related party transactions on page 54 and
Capital spending on page 53 of this quarterly report.

Our
gross operating margin amounts by segment were as follows for the periods indicated
(dollars in thousands):

|                                     | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------ | ----------------------------------- | ---------------------------------
|
|Gross operating margin by segment:   |                                     |                                  
|Pipelines                            |                                     |                                  
|Fractionation                        |                                     |                                  
|Processing                           |                                     |                                  
|Octane enhancement                   |                                     |                                  
|Other                                |                                     |                                  
|                                     |                                    
|Total segment gross operating margin |                                     |                                  
|                                     |                                     |                                  

42

---

Our
significant pipeline throughput and plant production and processing volumetric data were as follows for the periods
indicated (on a net basis, taking into account our ownership interests):

|                                             | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|-------------------------------------------- | ----------------------------------- | ---------------------------------
|
|MBPD, net                                    |                                     |                                  
|NGL and petrochemical pipelines              |                                     |                                  
|NGL fractionation                            |                                     |                                  
|Propylene fractionation                      |                                     |                                  
|Isomerization                                |                                     |                                  
|Equity NGL production                        |                                     |                                  
|Octane enhancement                           |                                     |                                  
|                                             |                                     |                                  
|BBtus per day, net                           |                                     |                                  
|Natural gas pipelines                        |                                     |                                  
|                                             |                                     |                                  
|Equivalent MBPD, net                         |                                     |                                  
|NGL, petrochemical and natural gas pipelines |                                     |                                  

The
following table illustrates selected average quarterly industry index prices for natural
gas, crude oil and selected NGL and petrochemical products since the beginning of 2002:

|                                                                                                           | Natural
Gas,
$/MMBtu | Crude Oil,
$/barrel | Ethane,
$/gallon | Propane,
$/gallon | Normal
Butane,
$/gallon | Isobutane,
$/gallon | Polymer
Grade
Propylene,
$/pound | Refinery
Grade
Propylene,
$/pound
|---------------------------------------------------------------------------------------------------------- | -------------------- | ------------------- | ---------------- | ----------------- | ----------------------- | ------------------- | -------------------------------- | ---------------------------------
|                                                                                                           |                      |                     |                  | (a)               |                         |                     | (b)                              |                                  
|2002                                                                                                      
|1st Quarter                                                                                                |                      |                     | $                | 2                 | .34                     | $                   | 21                               | .41                              
|2nd Quarter                                                                                                |                      |                     | $                | 3                 | .38                     | $                   | 26                               | .26                              
|3rd Quarter                                                                                                |                      |                     | $                | 3                 | .16                     | $                   | 28                               | .30                              
|4th Quarter                                                                                                |                      |                     | $                | 3                 | .99                     | $                   | 28                               | .33                              
|                                                                                                           |                     
|Average                                                                                                    |                      |                     | $                | 3                 | .22                     | $                   | 26                               | .08                              
|                                                                                                           |                     
|2003                                                                                                      
|1st Quarter                                                                                                |                      |                     | $                | 6                 | .58                     | $                   | 34                               | .07                              
|2nd Quarter                                                                                                |                      |                     | $                | 5                 | .40                     | $                   | 29                               | .02                              
|                                                                                                           |                     
|Average                                                                                                    |                      |                     | $                | 5                 | .99                     | $                   | 31                               | .55                              
|                                                                                                           |                     
|(a)  Natural gas, NGL, polymer grade propylene and refinery grade propylene prices represent an average of
|various commercial index prices including OPIS and CMAI.                                                  
|(b)  Crude Oil price is representative of the index price for West Texas Intermediate.                    

Three months ended June
30, 2003 compared to three months ended June 30, 2002

Revenues,
costs and expenses and operating income and total segment gross operating margin.

Revenues
for the three months ended June 30, 2003 increased $424.4 million over those recorded
during the same period in 2002. Costs and expenses for the second quarter of 2003
increased $390.7 million over those of the second quarter of 2002. The increase in
revenues and costs and expenses is primarily due to acquisitions and higher NGL, propylene
and natural gas prices quarter-to-quarter, both of which offset the effects of lower
volumes at many of our pipelines and facilities. Since the second quarter of 2002, we have
completed several business acquisitions, the most significant of which was our $1.2
billion purchase of indirect interests in the Mid-America and Seminole pipeline systems in
July 2002.

43

---

In
general, higher NGL, propylene and natural gas prices result in increased revenues from
our various marketing activities; however, these same higher prices also increase our cost
of sales within those activities as feedstock and other purchase prices rise. In addition,
higher natural gas prices during the second quarter of 2003 increased energy-related costs
for many of our businesses when compared to the second quarter of 2002.

The
combination of a decrease in demand for NGLs by the petrochemical industry, high natural
gas prices relative to NGL prices and higher energy-related operating costs had the effect of
lowering NGL extraction rates at most domestic gas processing facilities, which reduced
NGL volumes available for downstream pipeline transportation and NGL fractionation. The
majority of the operating margin earned by our natural gas processing facilities is based
on the relative economic value of the mixed NGLs extracted by the gas plants compared to
the costs of extracting the mixed NGLs (principally that of natural gas as a feedstock and
as a fuel, plus plant operating expenses). The most significant determinant of the
relative economic value of NGLs is demand by the petrochemical industry for use in manufacturing plastics and other chemicals.
When compared to 2002, this industry has been operating at lower utilization rates during 2003 primarily due
to a recession in the domestic manufacturing sector. As a result of
the higher relative cost of NGLs, which are a function of higher
natural gas prices, the petrochemical industry has been utilizing more crude-based
alternatives such as naphtha and gas oil instead of NGLs. The resulting weak demand for
NGLs by the petrochemical industry has reduced the value of NGLs to natural gas processors
(by limiting NGL prices), which led to reduced NGL extraction rates during the 2003
period.

The
increase in operating costs and expenses during the 2003 period was partially offset by
$5.8 million in commodity hedging losses included in results for the second quarter of 2002, which
were not repeated during the second quarter of 2003. Equity in income of unconsolidated
affiliates decreased $7.3 million quarter-to-quarter primarily due to operating losses
incurred by our BEF investment.

As a result of the items noted in the previous paragraphs, operating
income for the second quarter of 2003 increased $26.4 million over that of the second
quarter of 2002. Total segment gross
operating margin increased $39.6 million quarter-to-quarter due to the same general
reasons underlying the increase in operating income. Operating income includes costs such
as depreciation and amortization and selling, general and administrative expenses that are
excluded from the non-GAAP financial measure of total segment gross operating margin. On a
quarter-to-quarter basis, depreciation and amortization costs increased $10.9 million
and selling, general and administrative costs increased $2.3 million primarily due to
acquisitions and other business expansion activities.

The
following information highlights the significant quarter-to-quarter variances in gross
operating margin by business segment:

Pipelines.
          Gross operating margin from our Pipelines segment was $72.0 million for the
          second quarter of 2003 compared to $32.2 million for the second quarter of 2002.
          On an energy-equivalent basis where 3.8 MMBtus of natural gas throughput are
          equivalent to one barrel of NGL throughput, net pipeline throughput was 1,567
          MBPD during the second quarter of 2003 versus 841 MBPD during the same period in
          2002. The increase in gross operating margin and throughput volume is primarily
          due to our acquisition of Mid-America and Seminole in July 2002. These two
          systems earned gross operating margin of $39.9 million on net volumes of 759
          MBPD during the second quarter of 2003. Net pipeline transportation volumes on
          the Mid-America and Seminole systems were 11% lower than their historical
          volumes for the second quarter of 2002 generally due to lower NGL extraction
          rates at gas processing facilities served by these pipelines.

Excluding
the contributions of Mid-America and Seminole, gross operating margin for the Pipelines
segment was $32.1 million for the second quarter of 2003 versus $32.2 million for the same
period in 2002. On an energy-equivalent basis (excluding these two pipeline systems), net pipeline throughput decreased to 808 MBPD during the 2003
period from 841 MBPD during the 2002 period. Higher margins and volumes from our NGL
import terminal (and related HSC pipeline), Lou-Tex Propylene and Lou-Tex NGL pipelines nearly
offset the effects of lower margins and volumes from our other Pipelines' segment operations, due in part
to lower NGL extraction rates at regional gas processing facilities and demand for NGLs by industry.

Fractionation.
          Gross operating margin from our Fractionation segment was $35.9 million for the
          second quarter of 2003 compared to $33.9 million for the second quarter of 2002.
          Gross operating margin from NGL fractionation improved $4.2 million
          quarter-to-quarter. Net NGL fractionation volumes decreased to 201 MBPD during
          the second quarter of 2003 from 237 MBPD during the same period in 2002. The
          increase in NGL fractionation gross operating margin is primarily due to $6.8 million in net gains associated

44

---

with the measurement of mixed NGLs in storage pending fractionation at our Mont Belvieu facility, which more than offset an
          overall decline in margins at our NGL fractionation facilities caused by lower
          fractionation volumes and reduced demand for NGLs by industry. The decrease in
          fractionation volumes is primarily due to lower NGL extraction rates at gas
          processing facilities.

Gross
operating margin from propylene fractionation declined $3.7 million quarter-to-quarter
primarily due to lower petrochemical marketing margins resulting from higher feedstock costs.
Net propylene fractionation volumes were 58 MBPD for both quarterly periods.

Gross
operating margin from isomerization increased $2.0 million quarter-to-quarter.
Isomerization volumes decreased to 82 MBPD during the second quarter of 2003 from 86 MBPD
during the second quarter of 2002. The increase in gross operating margin from
isomerization is generally attributable to higher isomerization fees, which were partially offset by
higher energy-related operating costs. Certain components of our isomerization fees are
indexed to the price of natural gas, which was significantly higher during the second
quarter of 2003 relative to the same period in 2002. The increase in isomerization fees
more than offset the effect of lower isomerization volumes and higher operating costs.

Processing. Gross operating margin from our Processing segment was $2.7 million for the
          second quarter of 2003 compared to a loss of $1.2 million for the second quarter
          of 2002. The second quarter of 2002 includes $5.8 million in commodity hedging
          losses, the underlying strategies of which were discontinued in 2002. Our
          commodity hedging results for the second quarter of 2003 were negligible. Equity
          NGL production at our gas processing plants for the second quarter of 2003 was
          47 MBPD versus 74 MBPD during the second quarter of 2002. The decrease in equity
          NGL production quarter-to-quarter is largely attributable to reduced
          demand for NGLs by industry and higher natural gas prices relative to NGL prices, which
          caused most natural gas processors to minimize the amount of NGLs extracted at
          their facilities.

Octane
enhancement. Our equity earnings from BEF were a loss of $3.2 million for the second
quarter of 2003 compared to income of $2.9 million for the second quarter of 2002. Net
MTBE production from this facility decreased to 3 MBPD during the second quarter of 2003
versus 6 MBPD during the same period in 2002. MTBE sales margins were generally insufficient to
cover operating expenses during the second quarter of 2003. The deterioration in margins
is primarily due to reduced MTBE demand and high feedstock costs. The decrease in MTBE
demand is attributable to certain states beginning to phase-out their MTBE use.
In response to these low margins, the BEF facility was shutdown for the month of June 2003 for
economic reasons (the facility restarted production in mid-July). For additional
information regarding BEFs MTBE facility, see Other items on page
58.

Selling,
general and administrative costs. These expenses were $10.1 million for the second
quarter of 2003 versus $7.7 million for the same period in 2002. The increase is primarily
due to additional staff and resources required to support expanded business
activities resulting from acquisitions and other business development.

Interest
expense. Interest expense increased to $33.3 million during the second quarter of 2003
from $19.0 million during the second quarter of 2002. The increase is primarily due to
additional debt we incurred as a result of business acquisitions since the end of June
2002. Our weighted-average debt principal outstanding was $2.0 billion during the second
quarter of 2003 compared to $1.2 billion during the second quarter of 2002.

Six months ended June 30,
2003 compared to six months ended June 30, 2002

Revenues,
costs and expenses, operating income and total segment gross operating margin.

Revenues
for the six months ended June 30, 2003 increased $1.2 billion over those recorded during
the same period in 2002. Year-to-date costs and expenses for 2003 increased $1.1 billion
over those of the first half of 2002. As with the quarter-to-quarter variances noted
previously, the increase in year-to-date revenues and costs and expenses between the two
six month periods is primarily due to acquisitions and higher NGL, propylene and natural
gas prices, both of which offset the effects of lower volumes at many of our pipelines and
facilities. In addition, costs and expenses for the six months ended June 30, 2002
includes a $50.9 million loss related to commodity

45

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hedging activities, which was not
repeated during the 2003 period. Equity in income of unconsolidated affiliates decreased
$14.9 million period-to-period primarily due to operating losses incurred by our BEF
investment.

As a result of the items noted in the previous paragraph, operating
income for the first six months of 2003 increased $112.7 million over that of the first
half of 2002. Total segment gross
operating margin increased $139.7 million period-to-period due to the same general reasons
underlying the increase in operating income. On a period-to-period basis, depreciation and
amortization charges increased $21.3 million and selling, general and administrative
costs increased $5.8 million primarily due to acquisitions and other business
expansion activities.

The
following information highlights the significant variances in gross operating margin by
business segment between the six months ended June 30, 2003 and the same period in 2002:

Pipelines.
          Gross operating margin from our Pipelines segment was $143.9 million for the
          first six months of 2003 compared to $64.9 million for the same period during
          2002. On an energy-equivalent basis, net pipeline throughput was 1,604 MBPD
          during the first half of 2003 versus 850 MBPD during the first half of 2002. The
          increase in gross operating margin and throughput volume is primarily due to our
          acquisition of Mid-America and Seminole. These two systems earned gross
          operating margin of $87.4 million on net volumes of 787 MBPD during the first
          six months of 2003. Net pipeline transportation volumes on the Mid-America and
          Seminole systems were 6% lower than their historical volumes for the first half
          of 2002 generally due to lower NGL extraction rates at gas processing facilities
          served by these pipelines.

Excluding
the contributions of Mid-America and Seminole, gross operating margin for the Pipelines
segment was $56.5 million for the first six months of 2003 versus $64.9 million for the
same period in 2002. On an energy-equivalent basis (excluding these two pipeline systems), net
pipeline throughput decreased to 817 MBPD during the 2003 period from 850
MBPD during the 2002 period. Higher margins and volumes from our NGL import terminal (and
related HSC pipeline), Lou-Tex Propylene and Lou-Tex NGL pipelines were offset by the
effect of lower margins and volumes from our other Pipelines' segment operations, due in part
to lower NGL extraction rates at regional gas processing facilities and demand for NGLs by industry. In addition, 2003 gross
operating margin from our NGL and petrochemical storage operations was $5.0 million
lower period-to-period as a result of net charges associated with the measurement of
liquids volumes held in storage.

Fractionation.
          Gross operating margin from our Fractionation segment was $64.9 million for the
          first six months of 2003 compared to $58.2 million for the same period in 2002.
          Gross operating margin from NGL fractionation improved $6.4 million
          period-to-period. Net NGL fractionation volumes decreased to 218 MBPD during the
          first half of 2003 from 226 MBPD during the same period in 2002. The increase in
          NGL fractionation gross operating margin is primarily due to (i) mixed NGL
          measurement gains we recognized during the second quarter of 2003 at our Mont
          Belvieu facility and (ii) higher in-kind fees at Norco during the 2003 period attributable to the
          general increase in NGL prices, both of which more than
          offset an overall decline in margins at our NGL fractionation facilities caused by
          lower fractionation volumes. The decrease in NGL fractionation volumes is
          primarily due to lower NGL extraction rates at gas processing facilities and
          reduced demand for NGLs by industry.

Gross
operating margin from propylene fractionation declined $6.5 million period-to-period
primarily due to lower petrochemical marketing margins resulting from higher feedstock and
energy-related costs. Net propylene fractionation volumes were 59 MBPD for the first six
months of 2003 compared to 55 MBPD for the same period during 2002.

Gross
operating margin from isomerization increased $5.5 million period-to-period.
Isomerization volumes increased to 81 MBPD during the first six months of 2003 from 80
MBPD during the first six months of 2002. The increase in gross operating margin from
isomerization is generally attributable to higher isomerization fees and by-product
revenues, which were partially offset by higher energy-related operating costs. Certain components of
our isomerization fees are indexed to the price of natural gas, which was significantly
higher during the first six months of 2003 relative to the same period in 2002.

Processing.Gross operating margin from our Processing segment was $32.6 million for the
          first six months of 2003 compared to a loss of $34.6 million for the same period
          in 2002. The first half of 2002 includes $50.9 million in commodity hedging
          losses, the underlying strategies of which were discontinued in 2002. Our
          commodity hedging

46

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results for the first half of 2003 were a loss of $0.9
          million. Equity NGL production at our gas processing plants during the first six
          months of 2003 was 51 MBPD compared to 78 MBPD during the first six months of
          2002.

The
decrease in equity NGL production period-to-period is largely attributable to reduced
demand for NGLs by industry and higher natural gas prices relative to NGL prices, which caused most
natural gas processors to minimize the amount of NGLs extracted at their facilities. In
order to meet the natural gas processing needs of Shell (our largest natural gas processing customer)
in this challenging business environment, we renegotiated certain aspects of the 20-year
Shell natural gas processing agreement during the first quarter of 2003. For a general
discussion of this amendment, see Related party transactions on page
54.

Octane
enhancement. Our equity earnings from BEF were a loss of $6.7 million for the first
six months of 2003 compared to income of $5.9 million for the same period during 2002. Net
MTBE production from this facility decreased to 3 MBPD during the first half of 2003
versus 5 MBPD during the same period in 2002. The decrease in equity earnings from BEF is
attributable to increased downtime during 2003 for maintenance and economic reasons and a
general deterioration in MTBE margins. The deterioration in MTBE margins is primarily due
to reduced MTBE demand and high feedstock costs. The decrease in MTBE demand is
attributable to certain states beginning to phase-out their use of MTBE in gasoline. For additional
information regarding BEFs MTBE facility, see Other items on page
58.

Selling,
general and administrative costs. These expenses were $21.5 million for the first
six months of 2003 versus $15.7 million for the first six months of 2002. The increase is
primarily due to additional staff and resources required to support expanded
business activities resulting from acquisitions and other business development. The 2003
period includes a $2.0 million payment we made to Williams for general and administrative
transition services related to our acquisition of the Mid-America and Seminole pipelines.
These payments ceased in February 2003 when we began operating these two systems.

Interest
expense. Interest expense increased to $75.2 million for the first six months of 2003
from $37.6 million for the same period in 2002. The increase is primarily due to
additional debt we incurred as a result of business acquisitions since the end of June
2002. Our weighted-average debt principal outstanding was $2.0 billion during the first
six months of 2003 compared to $1.2 billion during the first six months of 2002.

Interest
expense for 2003 includes $11.3 million of loan cost amortization related to
the 364-Day Term Loan, which was fully repaid in February 2003. For additional information
regarding our debt obligations and changes therein since December 31, 2002, please see
Our liquidity and capital resources  Our debt obligations
beginning on page 51.

Outlook for remainder of
2003

Our
outlook for the remainder of 2003 is largely dependent on demand for NGLs by the
petrochemical industry and an overall recovery in the domestic manufacturing sector; improved
natural gas processing economics both in the Rocky Mountains and along the Gulf Coast and
new natural gas production from deepwater Gulf of Mexico developments. We are encouraged
by the modest improvement in business conditions that we have seen in the early stages of
the third quarter of 2003.

According
to industry publications, petrochemical demand for various NGL products in July 2003 has
increased from the lows of June 2003. In addition, natural gas processing economics have
moderately improved along the Gulf Coast leading us to increase NGL extraction rates
at our natural gas processing facilities above
those of the second quarter of 2003. Many of the gas processing plants in the Rocky
Mountains remain on a day-to-day basis for maximizing NGL extraction rates, particularly
that of ethane. In terms of new natural gas production from deepwater developments in the
Gulf of Mexico, we expect to see a modest increase in our equity NGL production over the
balance of 2003 as the Princess, Medusa and Habanero natural gas developments begin production.

47

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# Our liquidity and
capital resources

The
following represents a combined discussion of our liquidity and capital resources and
those of our Operating Partnership. Within this section, references to partnership equity
pertains to limited partner interests issued by us, whereas references to debt pertains to
those obligations entered into by our Operating Partnership or its subsidiaries.

General

Our
primary cash requirements, in addition to normal operating expenses and debt service, are
for capital expenditures (both sustaining and expansion-related), business acquisitions
and distributions to our partners. We expect to fund our short-term needs for such items
as operating expenses and sustaining capital expenditures with operating cash flows.
Capital expenditures for long-term needs resulting from internal growth projects and
business acquisitions are expected to be funded by a variety of sources including (either
separately or in combination) cash flows from operating activities, borrowings under
commercial bank credit facilities, the issuance of additional partnership equity and
public or private placement debt. We expect to fund cash distributions to partners
primarily with operating cash flows. Our debt service requirements are expected to be
funded by operating cash flows and/or refinancing arrangements.

Operating
cash flows primarily reflect the effects of net income adjusted for depreciation and
amortization, equity income and cash distributions from unconsolidated affiliates,
fluctuations in the fair value of financial instruments and changes in operating accounts.
The net effect of changes in operating accounts is generally the result of timing of sales
and purchases near the end of each period. Cash flow from operations is primarily based on
earnings from our business activities. As a result, these cash flows are exposed to
certain risks. The products that we process, sell or transport are principally used as
feedstocks in petrochemical manufacturing, in the production of motor gasoline and as fuel
for residential, agricultural and commercial heating. Reduced demand for our products or
services by industrial customers, whether because of general economic conditions, reduced
demand for the end products made with our products, increased competition from
petroleum-based products due to pricing differences or other reasons, could have a
negative impact on our earnings and thus the availability of cash from operating activities.
Other risks include fluctuations in NGL and energy prices, competitive practices in the
midstream energy industry and the impact of operational and systems risks. For a more
complete discussion of these and other risk factors pertinent to our businesses, see
Cautionary Statement regarding Forward-Looking Information and Risk
Factors on page 59 of this quarterly report.

As
noted above, certain of our liquidity and capital resource requirements are fulfilled by
borrowings made under debt agreements and/or proceeds from the issuance of additional
partnership equity. At June 30, 2003, we had approximately $1.9 billion in principal outstanding under
various debt agreements. On that date, total borrowing capacity under our revolving
commercial bank credit facilities was $500 million of which $368.5 million of capacity was
available. For additional information regarding our debt, see Our debt
obligations beginning on page 51.

In
February 2001, we filed a universal shelf registration with the SEC covering the issuance
of up to $500 million of partnership equity or public debt obligations. In October 2002,
we sold 9,800,000 Common Units under this shelf registration statement which generated
$182.5 million of cash to us (including related capital contributions from our General
Partner). In January 2003, we sold an additional 14,662,500 Common Units under this shelf
registration which generated $258.2 million of cash to us (including related capital
contributions from our General Partner). We used the cash generated by these equity
offerings to reduce debt outstanding under our 364-Day Term Loan and for working capital
purposes. Also, in January and February 2003, we issued Senior Notes C ($350 million
principal amount) and Senior Notes D ($500 million principal amount). For information
regarding our application of cash generated by these debt offerings, please read the
section titled Our debt obligations within this Our liquidity
and capital resources discussion.

In
January 2003, we filed a new $1.5 billion universal shelf registration statement with the
SEC covering the issuance of an unallocated amount of partnership equity or public debt
obligations (separately or in combination). In accordance with Rule 457(p) promulgated
under the Securities Act of 1933, as amended, the registration fee associated with the
unsold portion of the securities under the shelf registration statement filed in February
2001 was used to offset the registration fee due in connection with

48

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our $1.5 billion universal shelf registration statement. When our new shelf registration was declared
effective by the SEC in April 2003, the securities remaining under the shelf registration
statement filed in February 2001 were deemed deregistered.

In
June 2003, we sold 11,960,000 Common Units under the January 2003 shelf registration
statement, which generated $261.2 million of cash to us (including related capital
contributions from our General Partner). We used the cash generated by this equity
offering to reduce debt outstanding under our revolving credit facilities. As a result of
meeting certain financial tests, the Subordination Period (as defined within our
partnership agreement) ended on August 1, 2003. With the expiration of the Subordination
Period, we may prudently issue an unlimited number of Units for general partnership
purposes.

In
July 2003, we filed a registration statement with the SEC regarding our Distribution
Reinvestment Plan (the Plan), which was declared effective by the SEC on July
16, 2003. The Plan provides unitholders of record and beneficial owners of our Common
Units a voluntary means by which they can increase the number of Common Units they own by
reinvesting the quarterly cash distributions they would otherwise receive in the purchase of
additional Common Units. The registration statement covers the issuance of up to
5,000,000 Common Units under the Plan. A complete description of the Plan is included in our Form S-3
filed with the SEC on July 16, 2003.

Initial
reinvestments under the Plan will occur in August 2003 for those Common Unitholders of
record and beneficial owners on July 31, 2003 who elect to participate with regards to our
declared distribution payable on August 11, 2003. As a result of any reinvestment
proceeds, our General Partner will be required to make cash contributions to us and our
Operating Partnership in order to maintain its ownership interests. We expect to use the
cash generated from this reinvestment program for general partnership purposes.

If
deemed necessary, we believe that additional financing arrangements can be obtained on
reasonable terms. Furthermore, we believe that maintenance of our investment grade credit
ratings combined with a continued ready access to debt and equity capital at reasonable
rates and sufficient trade credit to operate our businesses efficiently provide a solid
foundation to meet our long and short-term liquidity and capital resource requirements.

Six months ended June 30,
2003 compared to six months ended June 30, 2002

The
following discussion highlights significant period-to-period comparisons regarding our
consolidated operating, investing and financing activities cash flows:

Operating
activities cash flows. Cash flow from operating activities was an inflow of $133.0 million during
the first six months of 2003 compared to an inflow of $45.2 million during the first six
months of 2002. The following table summarizes the major components of operating activities cash
flows for first six months of 2003 and 2002 (dollars in thousands):

|                                                                      | For the Six Months
Ended June 30,
|--------------------------------------------------------------------- | ---------------------------------
|
|Net income                                                            |                                  
|Adjustments to reconcile net income to cash flows provided by         |                                  
|(used for) operating activities before changes in operating accounts: |                                  
|Depreciation and amortization                                         |                                  
|Equity in income of unconsolidated affiliates                         |                                  
|Distributions received from unconsolidated affiliates                 |                                  
|Changes in fair market value of financial instruments                 |                                  
|Other                                                                 |                                  
|                                                                      |                                  
|Cash flow from operating activities before net effect of              |                                  
|changes in operating accounts                                         |                                  
|Net effect of changes in operating accounts                           |                                  
|                                                                      |                                  
|Operating activities cash flows                                       |                                  
|                                                                      |                                  

49

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As
shown in the table above, cash flow before the net effect of changes in operating accounts was an inflow of
$174.1 million during the first six months of 2003 versus $77.6 million during the same
period in 2002. We believe that cash flow from operating activities before the net effect of changes in
operating accounts is an important measure of our ability to generate core cash flows from
our assets and other investments. The $96.5 million
increase in this element of our cash flows is primarily due to:

| |  | earnings from acquired businesses present in the 2003 period but not in the 2002 period
(particularly those of Mid-America and Seminole which we acquired in July 2002);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the 2002 period including $50.9 million of commodity hedging losses versus $0.9 million
of such losses during the 2003 period; offset by,
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | higher interest costs associated with debt we incurred and issued since the first quarter
of 2002 to finance acquisitions.
| | - | --------------------------------------------------------------------------------------------------------------------------

The
$32.1 million increase in depreciation and amortization is primarily due to businesses we
acquired since the first quarter of 2002. The net effect of changes in operating accounts are generally the
result of timing of cash receipts from sales and cash payments for inventory, purchases
and other expenses near the end of each period. For additional information regarding
changes in operating accounts, please see footnote 10 in our Notes to Unaudited
Consolidated Financial Statements included under Item 1 of this quarterly report.

Investing activities cash flows. During the first six months of 2003, we used $112.1 million in
cash for investing activities compared to $431.7 million during the same period in 2002.
We used $32.7 million and $394.8 million for business acquisitions during the first six
months of 2003 and 2002, respectively. The 2003 period includes our acquisition of the
Port Neches Pipeline and the remaining 50% ownership interest in EPIK. The 2002 period
includes our acquisition of Diamond-Kochs Mont Belvieu NGL and petrochemical storage
business and propylene fractionation business.

Our
capital expenditures were $54.5 million during the first six months of 2003 and $26.8
million during the first six months of 2002. The $27.7 million increase in capital
expenditures is primarily due to expansions of our Norco NGL fractionator and Neptune
gas processing facility. In addition, we made investments in and advances to our
unconsolidated affiliates of $25.1 million during the first six months of 2003 compared to
$10.1 million during the first six months of 2002. This increase is primarily due to
funding our share of the expansion projects of our Gulf of Mexico natural gas pipeline
investments.

Financing
activities cash flows.Our financing activities were a cash outflow of $15.7 million during the
first six months of 2003 versus a cash inflow of $257.3 million during the first six
months of 2002. During the 2003 period, we made net payments on our debt obligations of
$371.8 million primarily resulting from the use of proceeds from our January and June equity
offerings. The 2003 period reflects our issuance of Senior Notes C ($350 million in
principal amount) and Senior Notes D ($500 million in principal amount) and the final
repayment of $1.0 billion that was outstanding under our 364-Day Term Loan. The 2002
period reflects borrowings under our revolving bank credit facilities to fund the $239
million acquisition of Diamond-Kochs propylene fractionation business and various
working capital needs.

Proceeds
from our January and June 2003 equity offerings totaled $514.3 million, which includes our
General Partners related $5.1 million contribution to us. Our General Partner also
contributed $5.2 million to our Operating Partnership in connection with these offerings.
Distributions to our partners and minority interests increased to $148.3 million during
the first six months of 2003 from $100.0 million during the first six months of 2002. The
$44.0 million increase in distributions to partners is primarily due to increases in both
the declared quarterly distribution rates and the number of Units eligible for
distributions.

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Our debt obligations

Our
debt obligations consisted of the following at the dates indicated:

|                                                         | June 30,
2003 | December 31,
2002
|-------------------------------------------------------- | ------------- | -----------------
|Borrowings under:                                        |               |                  
|364-Day Term Loan, variable rate, due July 2003          |               |                  
|364-Day Revolving Credit facility, variable rate,        |               |                  
|due November 2004                                        |               |                  
|Multi-Year Revolving Credit facility, variable rate,     |               |                  
|due November 2005                                        |               |                  
|Senior Notes A, 8.25% fixed rate, due March 2005         |               |                  
|Seminole Notes, 6.67% fixed rate, $15 million due        |               |                  
|each December, 2002 through 2005                         |               |                  
|MBFC Loan, 8.70% fixed rate, due March 2010              |               |                  
|Senior Notes B, 7.50% fixed rate, due February 2011      |               |                  
|Senior Notes C, 6.375% fixed rate, due February 2013     |               |                  
|Senior Notes D, 6.875% fixed rate, due March 2033        |               |                  
|                                                         |              
|Total principal amount                                   |               |                  
|Unamortized balance of increase in fair value related to |               |                  
|hedging a portion of fixed-rate debt                     |               |                  
|Less unamortized discount on:                            |               |                  
|Senior Notes A                                           |               |                  
|Senior Notes B                                           |               |                  
|Senior Notes D                                           |               |                  
|Less current maturities of debt                          |               |                  
|                                                         |              
|Long-term debt                                           |               |                  
|                                                         |              

Letters of credit. At June 30,
2003 and December 31, 2002, we had $75 million of standby letter of credit capacity under
our Multi-Year Revolving Credit facility. We had $1.5 million of letters of credit
outstanding under this facility at June 30, 2003 and $2.4 million outstanding at December
31, 2002.

Covenants.We were in compliance with the various covenants of our debt agreements at
          June 30, 2003 and December 31, 2002.

Parent-Subsidiary
guarantor relationships. We act as guarantor of
all of our Operating Partnerships consolidated debt
obligations, with the exception of the Seminole Notes. The Seminole Notes are unsecured
obligations of Seminole Pipeline Company (of which we own an effective 78.4% of its
ownership interests). If the Operating Partnership were to default on any
of its debt we guarantee, we would be responsible for full payment of that obligation.

New
senior notes issued during first quarter of 2003

During
the first quarter of 2003, we completed the issuance of $850 million of long-term senior
notes (Senior Notes C and D). Senior Notes C and D are unsecured obligations of our
Operating Partnership and rank equally with its existing and future unsecured and
unsubordinated indebtedness and senior to any future subordinated indebtedness. We
guarantee both Senior Notes C and D for our subsidiary through an unsecured and
unsubordinated guarantee that is non-recourse to the General Partner. These notes were
issued under an indenture containing certain covenants and are subject to a make-whole
redemption right if we elect to call the debt prior to its scheduled maturity. These
covenants restrict our ability, with certain exceptions, to incur debt secured by liens
and engage in sale and leaseback transactions.

51

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Senior
Notes C. In January 2003, we issued $350 million in principal amount of 6.375%
fixed-rate senior notes due February 1, 2013 (Senior Notes C), from which we
received net proceeds before offering expenses of approximately $347.7 million. These
private placement notes were sold at face value with no discount or premium. We used the
proceeds from this offering to repay a portion of the indebtedness outstanding under the
364-Day Term Loan that we incurred to finance the Mid-America and Seminole acquisitions.
In May 2003, we exchanged 100% of the private placement Senior Notes C for
publicly-registered Senior Notes C.

Senior
Notes D. In February 2003, we issued $500 million in principal amount of 6.875%
fixed-rate senior notes due March 1, 2033 (Senior Notes D), from which we
received net proceeds before offering expenses of approximately $489.8 million. These
private placement notes were sold at 98.842% of their face amount. We used
$421.4 million from this offering to repay the remaining principal balance outstanding
under the 364-Day Term Loan. In addition, we applied $60.0 million of the proceeds to
reduce the balance outstanding under the 364-Day Revolving Credit facility. The remaining
proceeds were used for working capital purposes. In July 2003, we exchanged 100% of the
private placement Senior Notes D for publicly-registered Senior Notes D.

Repayment
of 364-Day Term Loan

In July 2002, our Operating Partnership entered into the $1.2 billion senior unsecured 364-Day Term Loan to
initially fund the acquisition of indirect interests in Mid-America and Seminole.
We used $178.5 million of the $182.5 million in proceeds from our October 2002
equity offering to partially repay this loan. We used $252.8 million of the $258.2 million
in proceeds from the January 2003 equity offering, $347.0 million of the $347.7 million in
proceeds from our issuance of Senior Notes C and $421.4 million in proceeds from our
issuance of Senior Notes D to completely repay the 364-Day Term Loan by February 2003.

Revolving
credit facilities

We
used $60.0 million in proceeds from the issuance of Senior Notes D in February 2003 to
reduce the balance outstanding under our 364-Day Revolving Credit facility. In addition,
we applied $261.2 million of the net proceeds from our June 2003 equity offering to reduce
the balances then outstanding under our revolving credit facilities, of which $102 million
was applied against the 364-Day Revolving Credit facility and $159.2 million against the Multi-Year
Revolving Credit facility.

At
June 30, 2003, we had $230 million of stand-alone borrowing capacity available under our
364-Day Revolving Credit facility, with no principal balance outstanding. In addition, we
had $270 million in stand-alone borrowing capacity available under our Multi-Year
Revolving Credit facility at June 30, 2003. We had $130 million of principal and $1.5 million in letters of
credit outstanding under this facility at that date, with $138.5 million of unused capacity.

The
credit line available under our 364-Day Revolving Credit facility expires in November
2003. In accordance with the terms of the credit agreement of this facility, we have the option to convert any
revolving credit balance outstanding at maturity to a one-year term loan (due November 2004).
Management expects to refinance this facility in the fourth quarter of 2003.

Information
regarding variable interest rates paid

The following table shows the range
of interest rates paid and weighted-average interest rate paid on our variable-rate debt
obligations for the six months ended June 30, 2003:

|                                                | Range of
interest rates
paid | Weighted-
average
interest rate
paid
|----------------------------------------------- | ---------------------------- | ------------------------------------
|364-Day Term Loan (a)                           |                              |                                     
|364-Day Revolving Credit facility               |                              |                                     
|Multi-Year Revolving Credit facility            |                              |                                     
|                                               
|                                               
|(a)  This facility was repaid in February 2003.



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Credit ratings

Our
current investment grade credit ratings are Baa2 by Moodys Investor Service and BBB
by Standard and Poors. Both agencies have affirmed that the outlook for our ratings is
stable. We believe that the maintenance of an investment grade credit rating is important
in managing our liquidity and capital resource requirements. We maintain regular
communications with these ratings agencies which independently judge our creditworthiness
based on a variety of quantitative and qualitative factors.

Capital spending

At
June 30, 2003, we had $6.7 million in estimated outstanding purchase commitments
attributable to capital projects. Of this amount, $6.5 million is related to the
construction of assets that will be recorded as property, plant and equipment and $0.2
million is associated with our share of the capital projects of unconsolidated affiliates
which will be recorded as additional investments in these companies.

During
the remainder of 2003, we expect capital spending on internal growth projects to
approximate $84.7 million, of which $35.2 million is forecasted for various projects
within our Pipelines segment; $26.8 million for the expansion of our Norco NGL
fractionator and $8.7 million for the expansion of our Neptune gas processing facility.
Our unconsolidated affiliates forecast a combined $38.3 million in capital expenditures
for the remainder of 2003, the majority of which relate to expansion projects on our Gulf
of Mexico natural gas pipeline systems. Our share of these forecasted capital expenditures
is estimated at $14.1 million.

EPCO
subleases to us all of the equipment it holds pursuant to operating leases relating to an
isomerization unit, a deisobutanizer tower, two cogeneration units and approximately 100
railcars for one dollar per year and has assigned to us its purchase option under such
leases (the retained leases). EPCO remains liable for the lease payments
associated with these items. We have notified the original lessor of the isomerization
unit of our intent to exercise the purchase option assigned to us. The purchase price of
this equipment is expected to be up to $23.1 million and be payable in 2004.

# Material contractual
obligations

There
have been no significant changes in our material contractual obligations outside the
ordinary course of business since December 31, 2002 except for the following:

| |  | In February 2003, we completely repaid the $1.0 billion principal balance that was
outstanding under the 364-Day Term Loan at December 31, 2002 using proceeds from debt and
equity offerings we completed during the first quarter of 2003 (which included the
issuance of our Senior Notes C and D discussed below).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
issued our $350 million in principal amount Senior Notes C in January 2003. These notes
mature in 2013.
| | - | ----------------------------------------------------------------------------------------------------------

| |  | We
issued our $500 million in principal amount Senior Notes D in February 2003. These notes
mature in 2033.
| | - | -----------------------------------------------------------------------------------------------------------

| |  | We
used $60 million in proceeds from the issuance of Senior Notes D to repay a portion of
indebtedness then outstanding under our 364-Day Revolving Credit facility.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We used $261.2 million in proceeds and contributions related to our June 2003 equity
offering to reduce indebtedness outstanding under our 364-Day Revolving Credit and
Multi-Year Revolving Credit facilities.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
following table summarizes our updated material contractual obligations related to debt:

|Contractual Obligations       | Total | 2003 | 2004
through
2005 | 2006
through
2007 | After
2007
|----------------------------- | ----- | ---- | ----------------- | ----------------- | ----------
|Principal payments to be made |       |      |                   |                   |           
|under debt obligations        |       |      | $                 | 1,879,000         |           

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# Related party
transactions

Relationship with EPCO
and Its Affiliates

We
have an extensive and ongoing relationship with EPCO and its affiliates. EPCO is
controlled by Dan L. Duncan, who is also a director (and Chairman of the Board of
Directors) of our General Partner. In addition, three other members of the Board of
Directors (O.S. Andras, Randa D. Williams and Richard H. Bachmann) and the remaining
executive and other officers of the General Partner are employees of EPCO. The principal
business activity of our General Partner is to act as our managing partner. Collectively,
EPCO and its affiliates owned 55.4% of our limited partnership interests and 70.0% of our
General Partner at June 30, 2003.

We
have no employees. All of our management, administrative and operating functions are
performed by employees of EPCO. We reimburse EPCO for the costs of its employees who
perform operating functions for us. In addition, we reimburse EPCO for the costs of
certain of employees who manage our business and affairs.

EPCO
is the operator of certain facilities we own or have an equity interest in. We
also have entered into an agreement with EPCO to provide trucking services for us pertaining to the
loading and transportation of products. Lastly, in the normal course of business, we buy
from and sell NGL products to EPCOs Canadian affiliate. The following table shows
our related party revenues and operating expenses attributable to EPCO for the periods
indicated:

|                                             | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|-------------------------------------------- | ----------------------------------- | ---------------------------------
|
|Revenues from consolidated operations        |                                     |                                  
|Operating costs and expenses                 |                                     |                                  
|Selling, general and administrative expenses |                                     |                                  

Relationship with Shell

We
have a commercial relationship with Shell as a partner, customer and vendor. At June 30,
2003, Shell owned approximately 19.1% of our limited partnership interests and 30.0% of
our General Partner. Currently, three members of the Board of Directors of our General
Partner (J.A. Berget, J.R. Eagan and A.Y. Noojin, III) are employees of Shell.

Shell
and its affiliates are the Companys single largest customer. During the six months
ended June 30, 2003 and 2002, they accounted for 6.0% and 9.8%, respectively, of our
consolidated revenues. Our revenues from Shell primarily reflect the sale of NGL and
petrochemical products to them and the fees we charge them for pipeline transportation and
NGL fractionation services. Our operating costs and expenses with Shell primarily reflect
the payment of energy-related expenses related to the Shell natural gas processing
agreement and the purchase of NGL products from them.

The
most significant contract affecting our natural gas processing business is the 20-year
keepwhole Shell processing agreement, which grants us the right to process Shells
current and future production within state and federal waters of the Gulf of Mexico. The
Shell processing agreement includes a life of lease dedication, which may extend the
agreement well beyond its initial 20-year term ending in 2019. This contract
was amended effective March 1, 2003. In general, the amended contract includes the
following rights and obligations:

| |  | the
exclusive right, but not the obligation in all cases, to process substantially all of
Shell's Gulf of Mexico natural gas production; plus
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
exclusive right, but not the obligation in all cases, to process all natural gas
production from leases dedicated by Shell for the life of such leases; plus
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the right
to all title, interest and ownership in the mixed NGL stream extracted by our gas
processing plants from Shells natural gas production from such leases; with
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
obligation to re-deliver to Shell the natural gas stream after any mixed NGLs are extracted.
| | - | ------------------------------------------------------------------------------------------------

54

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As part of  our natural gas processing obligations under this contract, we reimburse Shell for the
energy value of (i) the NGLs we extract from the natural gas stream and (ii) the natural gas we
remove from the stream and consume as fuel. This
energy value is referred to as plant thermal reduction (PTR) and is based on
the energy content of the natural gas taken out of the stream (measured in Btus). The
amended contract contains a mechanism (termed Consideration Adjustment Outside of
Normal Operations or CAONO) to adjust the value of the PTR we reimburse
to Shell. The CAONO, in effect, protects us from processing Shells natural gas at an economic loss when the
value of the NGLs we extract is less than the sum of the cost of the PTR reimbursement,
operating costs of the gas processing facility and other costs such as NGL fractionation
and pipeline fees.

In
general, the CAONO adjustment requires the comparison of our average net gas processing
margin to an upper and lower limit (all as defined within the agreement). If our average
net processing margin is below the lower limit, the PTR reimbursement payable to Shell is
decreased by the product of the absolute value of the difference between our average net
processing margin and the specified lower limit multiplied by the volume of NGLs
extracted. To the extent our average net processing margin is higher than the upper limit,
the PTR reimbursement payable to Shell is
increased by the product of the difference between the average net gas processing margin
and the specified upper limit multiplied by the volume of NGLs extracted. The underlying
purpose of the CAONO mechanism is to provide Shell with relative assurance that its gas
will continue to be processed during periods when natural gas prices are high relative to
NGL prices (times when we would normally choose not to process a producers natural gas stream)
while continuing to protect us from processing Shells gas at an economic loss.

The
following table shows our related party revenues and operating expenses attributable to
Shell for the periods indicated:

|                                      | For the Three Months
Ended June 30, | For the Six Months
Ended June 30,
|------------------------------------- | ----------------------------------- | ---------------------------------
|
|Revenues from consolidated operations |                                     |                                  
|Operating costs and expenses          |                                     |                                  

Shell
is also a partner with us in the Gulf of Mexico natural gas pipelines we acquired from El
Paso in 2001. We also lease from Shell its 45.4% interest in our Splitter I propylene
fractionation facility.

# Recent accounting
developments

SFAS
No. 143,Accounting for Asset Retirement Obligations. We adopted
this standard as of January 1, 2003. This statement establishes accounting standards for the
recognition and measurement of an asset retirement obligation (ARO) liability
and the associated asset retirement cost. Our adoption of this standard had no material
impact on our financial statements. For a discussion regarding our implementation of this
new standard, see footnote 5 of the Notes to Unaudited Consolidated Financial Statements
included under Item 1 of this quarterly report.

SFAS
No. 145,Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections.  We adopted provisions of this
standard as of January 1, 2003. This statement revised accounting guidance related to the
extinguishment of debt and accounting for certain lease transactions. It also amended
other accounting literature to clarify its meaning, applicability and to make various
technical corrections. Our adoption of this standard has had no material impact on our
financial statements.

SFAS
No. 146, Accounting for Costs Associated with Exit and Disposal
Activities. We adopted this standard as of January 1, 2003. This statement
requires companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of an entity's commitment to an exit or disposal plan. Our
adoption of this standard has had no material impact on our financial statements.

SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure. We adopted this standard as of December 31, 2002. This statement
provides alternative methods of transition from a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS No. 148

55

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amends the disclosure requirements of SFAS No. 123 in both annual and interim financial
statements. We have provided the information required by this statement under footnote 13
of the Notes to Unaudited Consolidated Financial Statements included under Item 1 of this
quarterly report. Apart from this additional footnote disclosure, our adoption of this
standard has had no material impact on our financial statements.

SFAS
No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. This statement amends and clarifies accounting guidance for
derivative instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. This statement is effective for
contracts entered into or modified after June 20, 2003, for hedging relationships
designated after June 30, 2003, and to certain preexisting contracts. We adopted SFAS No.
149 on a prospective basis as of July 1, 2003. We are currently evaluating the effect that
SFAS No. 149 will have on our financial statements.

SFAS
No. 150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. This standard establishes classification and measurement
standards for financial instruments with characteristics of both liabilities and equity.
It requires an issuer of such financial instruments to reclassify the instrument from
equity to a liability or an asset. The effective date of this standard for us was July 1,
2003. Our adoption of this standard has had no material impact on our financial
statements.

FIN
45,Guarantors Accounting and Disclosure Requirement from Guarantees,
Including Indirect Guarantees of Indebtedness of Others. We implemented this
FASB interpretation as of December 31, 2002. This interpretation of SFAS No. 5, 57 and
107, and rescission of FASB Interpretation No. 34 elaborates on the disclosures to be made
by a guarantor in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. We have provided the information required
by this interpretation on page 51 within our discussion of debt obligations.

FIN
46,Consolidation of Variable Interest Entities  An Interpretation of
ARB No. 51. This interpretation of ARB No. 51 addresses requirements for
accounting consolidation of a variable interest entity (VIE) with its primary
beneficiary. In general, if an equity owner of a VIE meets certain criteria defined within
FIN 46, the assets, liabilities and results of the activities of the VIE should be
included in the consolidated financial statements of the owner. Our adoption of FIN 46 as of January 31, 2003 has
had no material effect on our financial statements.

# Our critical accounting
policies

In
our financial reporting process, we employ methods, estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of our financial statements. These methods, estimates and
assumptions also affect the reported amounts of revenues and expenses during the reporting
period. Investors should be aware that actual results could differ from these estimates if
the underlying assumptions prove to be incorrect.

There
have been no significant changes in our critical accounting policies since December 31,
2002. For a detailed discussion of these policies, please see the section titled
Our critical accounting policies under Item 7 of our annual report on
Form 10-K/A for 2002. The following is a condensed discussion of our critical accounting
policies and the estimates and assumptions underlying them.

Depreciation
methods and estimated useful lives of property, plant and equipment

In
general, depreciation is the systematic and rational allocation of an assets cost,
less its residual value (if any), to the periods it benefits. We use the straight-line
method to depreciate our property, plant and equipment. Our estimate of an assets
useful life is based on a number of assumptions including technological changes that may
affect the assets usefulness and the manner in which we intend to physically use the
asset. If we subsequently change our assumptions regarding these factors, it would result
in an increase or decrease in depreciation expense. Additionally, if we determine that an
assets undepreciated cost may not be recoverable due to impairment, this would
result in a charge against earnings.

56

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At
June 30, 2003 and December 31, 2002, the net book value of our property, plant and
equipment was $2.8 billion. See footnote 5 of the Notes to Unaudited Consolidated
Financial Statements included under Item 1 of this quarterly report for additional
information regarding our property, plant and equipment.

Amortization
methods and estimated useful lives of qualifying intangible assets

Our
recorded intangible assets primarily consist of the estimated value assigned to certain
contract-based assets representing the rights we own arising from contractual agreements.
A contract-based intangible asset with a finite useful life is amortized over its
estimated useful life. Our estimate of useful life is based on a number of factors
including the expected useful life of related assets (i.e., fractionation facility,
pipeline, etc.) and the effects of obsolescence, demand, competition and other factors. If
our underlying assumptions regarding the useful life of an intangible asset change, we
then might need to adjust the amortization period of such asset which would increase or
decrease amortization expense. Additionally, if we determine that an intangible
assets unamortized cost may not be recoverable due to impairment, this would result
in a charge against earnings.

At
June 30, 2003 and December 31, 2002, the carrying value of our intangible asset portfolio
was $270.5 million and $277.7 million. See footnote 7 of the Notes to Unaudited
Consolidated Financial Statements included under Item 1 of this quarterly report for
additional information regarding our intangible assets.

Methods
we employ to measure the fair value of goodwill

Our
goodwill is attributable to the excess of the purchase price over the fair value of assets
acquired. Goodwill is not amortized. Instead, goodwill is tested for impairment at a
reporting unit level annually, and more frequently, if circumstances warrant. This testing
involves calculating the fair value of a reporting unit, which in turn is based on our
assumptions regarding the future economic prospects of the reporting unit. If the fair
value of the reporting unit (including related goodwill) is less than its book value, a
charge to earnings would be required to reduce the carrying value of goodwill to its
implied fair value. If our underlying assumptions regarding the future economic prospects
of a reporting unit change, this could impact the fair value of the reporting unit and
result in a charge to earnings to reduce the carrying value of goodwill.

At
June 30, 2003 and December 31, 2002, the carrying value of our goodwill was $81.5 million.
See footnote 7 of the Notes to Unaudited Consolidated Financial Statements included under
Item 1 of this quarterly report for additional information regarding our goodwill.

Our
revenue recognition polices

In
general, we recognize revenue from our customers when all of the following criteria are
met: (i) firm contracts are in place, (ii) delivery has occurred or services have been
rendered, (iii) pricing is fixed and determinable and (iv) collectibility is reasonably
assured. When contracts settle (i.e., either physical delivery of product has taken place
or the services designated in the contract have been performed), we determine if an
allowance is necessary and record it accordingly. The revenues that we record are not
materially based on estimates. We believe the assumptions underlying any revenue estimates
that we use will not prove to be significantly different from actual amounts due to the
routine nature of these estimates and the stability of our operations.

Mark-to-market
accounting for certain financial instruments

Our
earnings are also affected by use of the mark-to-market method of accounting
for certain financial instruments. We use short-term, highly liquid financial
instruments such as swaps, forwards and other contracts to manage price risks associated
with inventories, firm commitments and certain anticipated transactions, primarily within
our Processing segment. The use of mark-to-market accounting for financial instruments may
cause our non-cash earnings to fluctuate based upon changes in underlying indexes,
primarily those related to commodity prices. Fair value for the financial instruments we employ is
determined using price data from highly liquid markets such as the NYMEX commodity
exchange.

During
the first six months of 2002, we recognized a loss of $50.9 million from our commodity
hedging activities. Of this loss, $19.0 million was attributable to the change in fair
value of the portfolio between December 31, 2001 and June 30, 2002. The fair value of open
positions at June 30, 2002 was a payable of $11.1 million. In March 2002, the

57

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effectiveness of our primary commodity hedging strategy deteriorated due to an unexpected
rapid increase in natural gas prices; therefore, the loss in value of our fixed-price natural
gas financial instruments was not offset by increased gas processing margins. We exited
the strategy underlying this loss in 2002.

During
the first six months of 2003, we utilized a limited number of commodity financial
instruments from which we recorded a loss of $0.9 million. The fair value of open
positions at June 30, 2003 was a payable of approximately $2 thousand. See footnote 11 of
the Notes to Unaudited Consolidated Financial Statements included under Item 1 of this
quarterly report for additional information regarding our financial instruments.

# Other items

Uncertainties
regarding our investment in BEF

We
own a 33.3% interest in BEF, which owns a facility that currently produces MTBE, a motor
gasoline additive that enhances octane and is used in reformulated gasoline. At June 30,
2003, the carrying value of our equity investment in BEF was $48.5 million.

BEFs
facility has advantages over several of its competitors. It is fully integrated into our
Mont Belvieu complex, which supplies all of BEFs isobutane requirements. This integration also
results in lower operational and administrative expenses as personnel are shared between
our various Mont Belvieu operations. BEFs variable operating costs are generally lower than many of
its peers since BEF recovers several by-products created in the manufacture of MTBE
(hydrogen, mixed butanes and propane/propylene mix). In addition, BEFs facility is
based on a more efficient design (the Oleflex process) than many of its older competitors.

The
production of MTBE is primarily driven by oxygenated fuel programs enacted under the
federal Clean Air Act Amendments of 1990. In recent years, MTBE has been detected in
municipal and private water supplies (generally the result of leaking gasoline tanks) resulting in
various legal actions. BEF has not been named in any MTBE legal action to date.

As
a result of such environmental concerns, several states have enacted legislation to ban or
significantly limit the use of MTBE in motor gasoline within their jurisdictions.
According to U.S. Energy Information Administration statistics, seventeen states had
passed such restrictions on MTBE as of April 2003. Of these states, eleven had passed
various forms of MTBE bans. California, the largest consumer of MTBE during 2002 at 31.7%
of domestic consumption, has banned MTBE effective January 1, 2004. New York and
Connecticut have also enacted similar bans on MTBE that would take effect on January 1,
2004. Together, New York and Connecticut represented 10.6% of domestic consumption during
2002. Based on 2002 consumption data, the remaining eight states with MTBE bans utilize
minimal amounts of the oxygenate for their motor gasoline requirements.

In
light of these continuing developments, we and the other two owners of BEF are actively
compiling a feasibility study to convert the plant to an alternative purpose. At present,
we believe the most likely use of the facility will be for the production of alkylate. We
expect that this high-octane additive will be needed in greater quantities by the motor
gasoline industry to offset the loss of MTBEs octane content in gasoline and the
deficiencies of ethanol use in gasoline.

The
cost to convert the facility will depend on the manufacturing process employed and the
level of production desired by the partnership. These costs could be significant in
relation to our current investment in BEF. Several key components of the BEF facility can
be utilized in the manufacture of alkylate; thus, our conversion costs are expected to be
significantly lower than those of a third party attempting to build a completely new
facility. We believe that operating margins from alkylate production will provide an
attractive return on our BEF investment.

If
a decision is made by the partnership to convert the facility to alkylate production, we
anticipate that it would take approximately two and a half years before alkylate
production would begin. During this transition period, BEF would continue to produce MTBE
as market conditions warrant.

58

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Conversion
of EPCO Subordinated Units to Common Units

On
May 1, 2003, 10,704,936 of EPCOs Subordinated Units converted to Common Units as a
result of our satisfying certain financial tests. The remaining 21,409,872
Subordinated Units converted to Common Units on August 1, 2003. These conversions
have no impact upon our earnings per unit or distributions since Subordinated Units are
already included in both the basic and fully-diluted earnings per unit calculations and
are distribution-bearing.

Conversion
of Shell Special Units to Common Units

On
August 1, 2003, the last 10,000,000 of Shells non-distribution bearing Special Units
converted to Common Units. The conversion will have an impact on basic earnings per Unit
beginning with the third quarter of 2003. These units were already included in our
fully-diluted earnings per Unit computations. Since Common Units are distribution-bearing,
our limited partner cash distributions to Shell will increase beginning with the
distribution we expect to make in the fourth quarter of 2003.

# Cautionary Statement
regarding Forward-Looking Information and Risk Factors

This
quarterly report contains various forward-looking statements and information that are
based on our beliefs and those of our General Partner, as well as assumptions made by us
and information currently available to us. When used in this document, words such as
anticipate, project, expect, plan,
goal, forecast, intend, could,
believe, may and similar expressions and statements regarding our
plans and objectives for future operations, are intended to identify forward-looking
statements. Although we and our General Partner believe that such expectations reflected
in such forward-looking statements are reasonable, neither we nor our General Partner can
give any assurances that such expectations will prove to be correct. Such statements are
subject to a variety of risks, uncertainties and assumptions. If one or more of these
risks or uncertainties materialize, or if underlying assumptions prove incorrect, our
actual results may vary materially from those anticipated, estimated, projected or
expected. You should not put undue reliance on any forward-looking statements. When
considering forward-looking statements, please review our summarized Risk Factors
below.

Risk Factors

Among
the key risk factors that may have a direct impact on our results of operations and
financial condition are:

| |  | A decrease in the difference between NGL product prices and natural gas prices results in
lower margins on volumes processed, which would adversely affect our profitability.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A reduction in demand for our products by the petrochemical, refining or heating
industries could adversely affect our results of operations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  | A
decline in the volume of NGLs delivered to our facilities could adversely affect our
results of operations.
| | - | -------------------------------------------------------------------------------------------------------------

| |  | Our
business requires extensive credit risk management that may not be adequate to protect
against customer nonpayment.
| | - | -----------------------------------------------------------------------------------------------------------------------

| |  | Acquisitions
and expansions may affect our business by substantially increasing the level of our
indebtedness and contingent liabilities and increasing our risks of being unable to
effectively integrate these new operations.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our tax treatment depends on our status as a partnership for federal income tax purposes,
as well as our not being subject to entity-level taxation by states. If the IRS treats us
as a corporation or we become subject to entity-level taxation for state tax purposes, it
would substantially reduce distributions to our Unitholders and our ability to make
payments on our debt securities.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We have leverage that may restrict our future
 financial and operating flexibility.
| | - | -----------------------------------------------------------------------------------

| |  | Terrorist
attacks aimed at our facilities could adversely affect our business.
| | - | ------------------------------------------------------------------------------

59

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Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We
are exposed to financial market risks, including changes in commodity prices and interest
rates. We may use financial instruments (i.e., futures, forwards, swaps, options, and
other financial instruments with similar characteristics) to mitigate the risks of certain
identifiable and anticipated transactions, primarily within our Processing segment. In
general, the types of risks we attempt to hedge are those relating to variability of
future earnings and cash flows caused by changes in commodity prices and interest rates.
As a matter of policy, we do not use financial instruments for speculative (or trading)
purposes.

There
has been no material change in our commodity financial instruments portfolio since
December 31, 2002. During the first quarter of 2003, we settled all interest rate-related
financial instruments that were outstanding at December 31, 2002 (see the following
discussion titled Interest rate-related financial instruments
portfolio). For additional information regarding our financial instruments, see
footnote 11 of our Notes to Unaudited Consolidated Financial Statements included under
Item 1 of this quarterly report.

Commodity
financial instruments portfolio

At
December 31, 2002, the net fair value of this portfolio was a payable of $26 thousand,
based entirely upon quoted market prices. At June 30, 2003, the net fair value of this
portfolio was a payable of $2 thousand. We continue to have only a limited number of
commodity financial instruments outstanding. The sensitivity of the fair value of our
commodity financial instruments portfolio at June 30, 2003 to a hypothetical 10% movement
in the underlying quoted market prices is negligible.

During
the first six months of 2002, we recognized a loss of $50.9 million from our Processing
segments commodity hedging activities that was recorded as an operating cost in our
Statements of Consolidated Operations and Comprehensive Income. In March 2002, the
effectiveness of our primary commodity hedging strategy deteriorated due to an unexpected
rapid increase in natural gas prices; therefore, the loss in value of our fixed-price natural
gas financial instruments was not offset by increased gas processing margins. We exited
the strategy underlying this loss in 2002.

During
the first six months of 2003, we recorded a loss of $0.9 million from our commodity
hedging activities, of which $0.8 million is attributable to commodity hedging activities
within the Pipelines segment and the remainder to those within the Processing segment.

Interest
rate-related financial instruments portfolio

Interest
rate swap agreements. At December 31, 2002, we had one interest rate swap outstanding
having a notional amount of $54 million and a fair value at that date of $1.6 million. The
counterparty elected to exercise its option to terminate this swap as of March 1, 2003 and
we received $1.6 million associated with the final settlement of this swap on that date.
The early termination of the swap had no impact on our earnings. At June 30, 2003, we have
no interest rate swap agreements outstanding.

Treasury
Locks. During the fourth quarter of 2002, we entered into seven treasury lock
transactions, each with an original maturity of either January 31, 2003 or April 15, 2003.
A treasury lock is a specialized agreement that fixes the price (or yield) on a specific
U.S. treasury security for an established period of time. The purpose of these
financial instruments was to hedge the underlying treasury interest rate associated with our
anticipated issuance of debt in early 2003 to partially refinance the Mid-America and
Seminole acquisitions. Our treasury lock transactions are accounted for as cash flow
hedges under SFAS No. 133. The notional amounts of the treasury lock transactions totaled $550
million, with a total treasury lock rate of approximately 4%.

We
elected to settle all of the treasury locks during the first quarter of 2003 in connection
with our issuance of Senior Notes C and D (see Managements Discussion and
Analysis of Financial Condition and Results of OperationsOur liquidity and capital
resourcesOur debt obligations under Item 2 of this quarterly report). The
settlement of the treasury locks resulted in our receipt of $5.4 million in cash.

60

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The
fair value of these instruments at December 31, 2002 was a current liability of $3.8
million offset by a current asset of $0.2 million. The $3.6 million net liability was
recorded as a component of comprehensive income on that date, with no impact
on 2002 net income. As a result of settlement of the treasury locks, the $3.6 million net liability was
reclassified out of accumulated other comprehensive income in Partners Equity to
offset the current asset and liabilities we recorded at December 31, 2002, with no impact
on 2003 net income. For additional information regarding our treasury lock transactions, see our
footnote 11 of our Notes to Unaudited Consolidated Financial Statements included under
Item 1 of this quarterly report.

# Item 4. CONTROLS AND
PROCEDURES

As
of the end of the period covered by this report, the CEO and CFO of the General Partner of
Enterprise Products Partners L.P. and Enterprise Products Operating L.P. (collectively the
registrants) have evaluated the effectiveness of the registrants
disclosure controls and procedures, including internal control over financial reporting.
These disclosure controls and procedures are those controls and other procedures we
maintain, which are designed to provide reasonable assurance that all of the information
required to be disclosed by the registrants in all of their combined and separate periodic
reports filed with the SEC is recorded, processed, summarized and reported, within the
time periods specified in the SECs rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to provide
reasonable assurance that information required to be disclosed by the registrants in their
reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and
communicated to our management, including the CEO and CFO of the General Partner, as
appropriate to allow those persons to make timely decisions regarding required disclosure.

In
the course of their evaluation of the registrants disclosure controls and
procedures, the CEO and CFO noted no significant deficiencies or material weaknesses in
the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process, summarize and
report financial information. In addition, no fraud, whether or not material, was detected
involving management or other employees who have a significant role in the
registrants internal control over financial reporting. In addition, there has not
been any change in the registrants disclosure controls and procedures during the
quarter that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting. Since no significant
deficiencies or material weaknesses were detected in the registrants disclosure
controls and procedures, no corrective actions regarding these controls and procedures are
currently warranted.

61

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# PART II. OTHER
INFORMATION.Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

|Exhibit No. |  | Exhibit*                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|2.1         |  | Purchase and Sale Agreement between Coral Energy, LLC and Enterprise Products Operating L.P.
                    dated September 22, 2000 (incorporated by reference to Exhibit 10.1 to Form 8-K filed September
                    26, 2000).                                                                                                                                                 
|2.2         |  | Purchase and Sale Agreement dated January 16, 2002 by and between Diamond-Koch, L.P. and
                    Diamond-Koch III, L.P. and Enterprise Products Texas Operating L.P. (incorporated by reference to
                    Exhibit 10.1 to Form 8-K filed February 8, 2002.)                                                                                                            
|2.3         |  | Purchase and Sale Agreement dated January 31, 2002 by and between D-K Diamond-Koch, L.L.C.,
                    Diamond-Koch, L.P. and Diamond-Koch III, L.P. as Sellers and Enterprise Products Operating L.P.
                    as Buyer (incorporated by reference to Exhibit 10.2 to Form 8-K filed February 8, 2002).                                                                    
|2.4         |  | Purchase Agreement by and between E-Birchtree, LLC and Enterprise Products Operating L.P. dated
                    July 31, 2002 (incorporated by reference to Exhibit 2.2 to Form 8-K filed August 12, 2002).                                                                                                                                                                                 
|2.5         |  | Purchase Agreement by and between E-Birchtree, LLC and E-Cypress, LLC dated July 31, 2002
                    (incorporated by reference to Exhibit 2.1 to Form 8-K filed August 12, 2002).                                                                                                                                                                                                     
|3.1         |  | First Amended and Restated Limited Liability Company Agreement of Enterprise Products GP, LLC
                    dated as of September 17, 1999 (incorporated by reference to Exhibit 99.8 to Form 8-K/A-l
                    filed October 27, 1999).                                                                                                                                        
|3.2         |  | Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of
                    Enterprise Products GP, LLC dated as of September 19, 2002 (incorporated by reference to Exhibit 3.2 to Form
                    10-K filed March 31, 2003).                                                                                                                       
|3.3         |  | Third Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P.
                    dated May 15, 2002 (incorporated by reference to Exhibit 3.3 to Form 10-Q filed August 13, 2002).                                                                                                                                                                          
|3.4         |  | Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Enterprise
                    Products Partners L.P. dated August 7, 2002 (incorporated by reference to Exhibit 3.3 to Form
                    10-Q filed August 13, 2002).                                                                                                                                 
|3.5         |  | Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Enterprise
                    Products Partners L.P. dated December 17, 2002 (incorporated by reference to Exhibit 3.5 to Form
                    8-K filed December 17, 2002).                                                                                                                             
|3.6         |  | Amended and Restated Agreement of Limited Partnership of Enterprise Products Operating L.P. dated
                    as of July 31, 1998 (incorporated by reference to Exhibit 3.2 to Registration Statement on Form
                    S-1/A filed July 21, 1998).                                                                                                                           
|4.1         |  | 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
                    (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 10, 2000).                                                                                      
|4.2         |  | First Supplemental Indenture dated as of January 22, 2003, among Enterprise Products Operating
                    L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wachovia Bank, National
                    Association, as Trustee (incorporated by reference to Registration Statement on
                    Form S-4, Reg. No. 333-102776, filed January 28, 2003).
|4.3         |  | Global Note representing $350 million principal amount of 6.375% Series A Senior Notes due 2013
                    with attached Guarantee (incorporated by reference to Exhibit 4.3 to Registration Statement on
                    Form S-4, Reg. No. 333-102776, filed January 28, 2003).                                                                                                  
|4.4         |  | Global Note representing $350 million principal amount of 6.375% Series B Senior Notes due 2013
                    with attached Guarantee (incorporated by reference to Exhibit 4.4 to Registration Statement on
                    Form S-4, Reg. No. 333-102776, filed January 28, 2003).                                                                                                  
|4.5         |  | Registration Rights Agreement dated as of January 22, 2003, among Enterprise Products Operating
                    L.P., Enterprise Products Partners L.P. and the Initial Purchasers named therein (incorporated by
                    reference to Exhibit 4.5 to Registration Statement on Form S-4, Reg. No. 333-102776, filed
                    January 28, 2003).                     

62

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|4.6  |  | Second Supplemental Indenture dated as of  February 14, 2003, among Enterprise Products Operating
                    L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wachovia Bank, National
                    Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 10-K filed March 31,
                    2003).                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.7  |  | Rule 144A Global Note representing $499.2 million principal amount of 6.875% Series A Senior
                    Notes due 2033 with attached Guarantee (incorporated by reference to Exhibit 4.5 to Form 10-K
                    filed March 31, 2003).                                                                                                                                                                                                                                                                                                                                                                   
|4.8  |  | Regulation S Global Note representing $800,000 principal amount of 6.875% Series A Senior Notes
                    due 2033 with attached Guarantee (incorporated by reference to Exhibit 4.6 to Form 10-K filed
                    March 31, 2003).                                                                                                                                                                                                                                                                                                                                                                      
|4.9  |  | Form of Global Note representing $500 million principal amount of 6.875% Series B Senior Notes
                    due 2033 with attached Guarantee (incorporated by reference to Exhibit 4.8 to Form 10-K filed
                    March 31, 2003).                                                                                                                                                                                                                                                                                                                                                                       
|4.10 |  | Registration Rights Agreement dated as of February 14, 2003, by and among Enterprise Products Operating
                    L.P., Enterprise Products Partners L.P. and the Initial Purchasers named therein (incorporated by
                    reference to Exhibit 4.10 to Form 10-K filed March 31, 2003).                                                                                                                                                                                                                                                                                                             
|4.11 |  | Global Note representing $350 million principal amount of 8.25% Senior Notes due 2005
                    (incorporated by reference to Exhibit 4.2 to Form 8-K filed March 10, 2000).                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.12 |  | Global Note representing $400 million
principal amount of 7.50% Senior Notes due 2011. Global Note representing $50 million principal amount of 7.50% Senior Notes due 2011
(incorporated by reference to Exhibit 4.1 to Form 8-K filed January 25, 2001).                                                                                                                                                                                                                                                                                                                                                                  
|4.13 |  | Form of Common Unit certificate (incorporated by reference to Exhibit 4.1 to Registration
                    Statement on Form S-1/A; File No. 333-52537, filed July 21, 1998).                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.14 |  | $250 Million Multi-Year Revolving Credit Facility dated as of November 17, 2000, among Enterprise
                    Products Operating L.P., First Union National Bank, as Administrative Agent, Bank One, NA, as
                    Documentation Agent, the Chase Manhattan Bank, as Syndication Agent, and the several banks from
                    time to time parties thereto, with First Union Securities, Inc. and Chase Securities Inc. as
                    Joint Lead Arrangers and Joint Book Managers (incorporated by reference to Exhibit 4.2 to Form
                    8-K filed January 24, 2001).
|4.15 |  | $150 Million 364-Day Revolving Credit Facility November 17, 2000, among Enterprise Products
                    Operating L.P., First Union National Bank, as Administrative Agent, Bank One, NA, as
                    Documentation Agent, the Chase Manhattan Bank, as Syndication Agent, and the several banks from
                    time to time parties thereto, with First Union Securities, Inc. and Chase Securities Inc. as
                    Joint Lead Arrangers and Joint Book Managers (incorporated by reference to Exhibit 4.3 to Form
                    8-K filed January 24, 2001).               
|4.16 |  | Guaranty Agreement dated as of November 17, 2000, by Enterprise Products Partners L.P. in favor
                    of First Union National Bank, as Administrative Agent, with respect to the $250 Million
                    Multi-Year Revolving Credit Facility (incorporated by reference to
                    Exhibit 4.4 to Form 8-K filed January 24, 2001).                                                                                                                                                                                                                                                     
|4.17 |  | Guaranty Agreement dated as of November 17, 2000, by Enterprise Products Partners L.P. in favor
                    of First Union National Bank, as Administrative Agent, with respect to the $150 Million 364-Day
                    Revolving Credit Facility (incorporated by reference to Exhibit 4.5 to Form 8-K filed January 24,
                    2001).                                                                                                                                                                                                                                                        
|4.18 |  | First Amendment to Multi-Year Credit Facility dated April 19, 2001 (incorporated by reference to
                    Exhibit 4.12 to Form 10-Q filed May 14, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.19 |  | Second Amendment to Multi-Year Revolving Credit Facility dated April 14, 2002 (incorporated by
                    reference to Exhibit 4.14 to Form 10-Q filed May 14, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.20 |  | Third Amendment to Multi-Year Revolving Credit Facility dated July 31, 2002 (incorporated by
                    reference to Exhibit 4.1 to Form 10-Q filed August 12, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.21 |  | Fourth Amendment to Multi-Year Revolving Credit Facility dated effective as of November 15, 2002
                    (incorporated by reference to Exhibit 4.19 to Form 10-Q filed November 13, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.22 |  | First Amendment to 364-Day Credit Facility dated November 6, 2001, effective as of November 16,
                    2001 (incorporated by reference to Exhibit 4.13 to Form 10-Q filed August 13, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.23 |  | Second Amendment to 364-Day Revolving Credit Facility dated April 24, 2002 (incorporated by
                    reference to Exhibit 4.15 to Form 10-Q filed May 14, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.24 |  | Third Amendment to 364-Day Revolving Credit Facility dated July 31, 2002 (incorporated by
                    reference to Exhibit 4.2 to Form 8-K filed August 12, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                  

63

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|4.25   |                                                                                                                                                                                                                                                        | Contribution Agreement dated September 17, 1999 (incorporated by reference to Exhibit "B" to
                    Schedule 13D filed September 27, 1999 by Tejas Energy, LLC).                                                                                                                                                                                                                                        
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.26   |                                                                                                                                                                                                                                                        | Registration Rights Agreement dated September 17, 1999 (incorporated by reference to Exhibit "E"
                    to Schedule 13D filed September 27, 1999 by Tejas Energy, LLC).                                                                                                                                                                                                                                 
|4.27   |                                                                                                                                                                                                                                                        | Unitholder Rights Agreement dated September 17, 1999 (incorporated by reference to Exhibit "C" to
                    Schedule 13D filed September 27, 1999 by Tejas Energy, LLC).                                                                                                                                                                                                                                   
|10.1** |                                                                                                                                                                                                                                                        | Sixth Amendment to Conveyance of Gas Processing Rights, dated as of March 1, 2003 among
Enterprise Gas Processing, LLC, Shell Oil Company, Shell Exploration & Production Company, Shell
Offshore Inc., Shell Consolidated Energy Resources Inc., Shell Land & Energy Company, Shell
Frontier Oil & Gas Inc. and Shell Gulf of Mexico Inc. (incorporated by reference to Exhibit 10.1
to Form 8-K filed May 9, 2003).
|10.2   |                                                                                                                                                                                                                                                        | Letter agreement dated April 9, 2003, relating to Sixth Amendment to Conveyance of Gas Processing
Rights related to Exhibit 10.1 to this report (incorporated by reference to Exhibit 10.2 to Form
8-K filed May 9, 2003).                                                                                                                                                                                           
|31.1#  |                                                                                                                                                                                                                                                        | Sarbanes-Oxley Section 302 certification of O.S. Andras for Enterprise Products Partners L.P. for
the June 30, 2003 quarterly report on Form 10-Q.                                                                                                                                                                                                                                                                   
|31.2#  |                                                                                                                                                                                                                                                        | Sarbanes-Oxley Section 302 certification of O.S. Andras for Enterprise Products Operating L.P.
for the June 30, 2003 quarterly report on Form 10-Q.                                                                                                                                                                                                                                                                  
|31.3#  |                                                                                                                                                                                                                                                        | Sarbanes-Oxley Section 302 certification of Michael A. Creel for Enterprise Products Partners
L.P. for the June 30, 2003 quarterly report on Form 10-Q.                                                                                                                                                                                                                                                              
|31.4#  |                                                                                                                                                                                                                                                        | Sarbanes-Oxley Section 302 certification of Michael A. Creel for Enterprise Products Operating
L.P. for the June 30, 2003 quarterly report on Form 10-Q.                                                                                                                                                                                                                                                             
|32.1#  |                                                                                                                                                                                                                                                        | Sarbanes-Oxley Section 1350 certification of O.S. Andras for the June 30, 2003 quarterly report
on Form 10-Q.                                                                                                                                                                                                                                                                                                        
|32.2#  |                                                                                                                                                                                                                                                        | Sarbanes-Oxley Section 1350 certification of Michael A. Creel for the June 30, 2003 quarterly
report on Form 10-Q.                                                                                                                                                                                                                                                                                                   
|      
|*      | With respect to any exhibits incorporated by reference to any Exchange Act filings, the Commission file
number for Enterprise Products Partners L.P. is 1-14323 and the Commission file number for Enterprise
Products Operating L.P. is 333-93239-01.
|**     | Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.                                                                                                                                                          
|#      | Filed with this report.                                                                                                                                                                                                                               

(b) Reports on Form 8-K.

April
30, 2003 filing, Items 9 and 12. On April 30, 2003, we issued a press release
regarding our financial results for the three months ended March 31, 2003 and 2002. A copy
of the earnings press release was furnished as an exhibit.

May
9, 2003 filing, Item 5. (1) We refiled various historical audited and unaudited
financial statements of Mid-America and Seminole so that they would be incorporated by
reference into recently filed registration statements. (2) We filed updated pro forma
financial information for fiscal 2002 reflecting various acquisitions and capital
transactions. (3) We filed contractual information relating to an amendment of the Shell
Processing Agreement.

June
2, 2003 filing, Item 5. On May 29, 2003, we entered into an underwriting agreement
related to our June 2003 equity offering. A copy of the underwriting agreement was filed
as an exhibit to this current report.

64

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# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrants have duly caused this combined quarterly report on Form 10-Q to be signed on
their behalf by the undersigned thereunto duly authorized, in the City of Houston, State
of Texas on August 13, 2003.

| |                                    |                                          
| | ---------------------------------- | -----------------------------------------
| |                                    |                                          
| | ENTERPRISE PRODUCTS PARTNERS L.P. 
| | (A Delaware Limited Partnership)  
| | ENTERPRISE PRODUCTS OPERATING L.P.
| | (A Delaware Limited Partnership)  
|
| | By:                                | Enterprise Products GP, LLC,             
| |                                    | as General Partner for both registrants  
|
|
|
| | By:                                | /s/ Michael J. Knesek                    
| | Name:                              | Michael J. Knesek                        
| | Title:                             | Vice President, Controller and Principal 
| |                                    | Accounting Officer of the General Partner

65

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