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EXHIBIT 3.1
 Execution Copy
 AMENDMENT NO. 1
TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE GP HOLDINGS L.P.
 Amendment Partnership Partnership Agreement General Partner
 RECITALS
    Purchase Agreement DFIGP DFI Sellers TEPPCO TEPPCO GP
 1




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Section 1. Amendments
 Section 1.1 and Attachment 1
 Class B Conversion Approval
 Class B Conversion Approval Date
 Class B Conversion Effective Date
 Class C Conversion Approval
 Class C Conversion Approval Date
 Class C Conversion Effective Date
 Class B Unit
 Class C Unit
 2




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Limited Partner Interest
 Outstanding provided however provided,
further provided further
 Per Unit Capital Amount
 Section 1.1 and Attachment I
  3




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Section 4.7(c)
  Article V; Section 5.5
  first second
 first second
 4




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Article V; Section 5.13
 Establishment of Class B Units
 General
 Rights of Class B Units
 Allocations
 Distributions
 Voting Rights
 Certificates Exhibit A
 Registrar and Transfer Agent
 5




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Conversion Class B Conversion Approval Class B Conversion Approval Date provided, however
 Surrender of Certificates Class B
Conversion Effective Date
 Change in Rules of National Securities Exchange
 6




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provided, however
 Article V; Section 5.14
 Establishment of Class C Units
 General
 Rights of Class C Units
 Allocations
 Distributions
 Voting Rights
 7




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Certificates Exhibit B
 Registrar and Transfer Agent
 Conversion Class C Conversion Approval Class C Conversion Approval Date provided, however
 Surrender of Certificates
 8




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Class C Conversion Effective Date
 Change in Rules of National Securities Exchange provided however
 Section 6.1(d)(x)
 Economic Uniformity
   9




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Article VI; Section 6.4
 Special Provisions Relating to the Holders of Class B Units and Class C
Units
 provided however
 provided however
 Ratification of Partnership Agreement
 Governing Law
 Counterparts
 10




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GENERAL PARTNER:EPE Holdings, LLCBy:
    
    /s/ Michael A. CreelMichael A. Creel, PresidentLIMITED PARTNERS:All Limited Partners now and hereafter admitted as
limited partners of the Partnership, pursuant to
Powers of Attorney now and hereafter executed in
favor of, and granted and delivered to, the General
Partner.By: EPE HOLDINGS, LLC, General Partner of
ENTERPRISE GP HOLDINGS L.P., as attorney-in-fact for
all Limited Partners pursuant to the powers of
Attorney granted pursuant to Section 2.6 of the
Partnership Agreement.By:
    
    /s/ Michael A. CreelMichael A. Creel, President
 
 11




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EXHIBIT A
 Certificate Evidencing Class B Units
Representing Limited Partner Interests in
ENTERPRISE GP HOLDINGS L.P.
 No.
    
    Class B Units
 Partnership Agreement Partnership Holder Class B Units
    A-1




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Dated:
    
    
    
    ENTERPRISE GP HOLDINGS L.P.Countersigned and Registered by:
    
    
    
    By:
    
    EPE HOLDINGS, LLC,its General PartnerBy:as Transfer Agent and Registrar
    
    
    
    Name:By:
    
    
    
    
    
    By:Authorized Signature
    
    
    
    
    
    Secretary
 A-2




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ABBREVIATIONS
  TEN COM - as tenants in common
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT - as tenants by the entireties
    
    Custodian(Cust)                             (Minor)JT TEN - as joint tenants with right of
    
    under Uniform Gifts/Transfers to CD Minorssurvivorship and not as tenants in common
    
    Act (State)
  
 (Please print or typewrite name and address of Assignee)
    
    (Please insert Social Security or
other identifying number of Assignee)
 
 Date:
    
    
    
    NOTE:
    
    The signature to any
endorsement hereon must
correspond with the name as
written upon the face of this
Certificate in every particular,
without alteration, enlargement
or change.
 THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15
    
    (Signature) (Signature)
 
 A-3




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A-4




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EXHIBIT B
 Certificate Evidencing Class C Units
Representing Limited Partner Interests in
ENTERPRISE GP HOLDINGS L.P.
 No.
    
    Class C Units
 Partnership Agreement Partnership Holder Class C Units
    B-1




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Dated:
    
    
    
    ENTERPRISE GP HOLDINGS L.P.Countersigned and Registered by:
    
    
    
    By:
    
    EPE HOLDINGS, LLC,its General PartnerBy:as Transfer Agent and Registrar
    
    
    
    Name:By:
    
    
    
    
    
    By:Authorized Signature
    
    
    
    
    
    Secretary
 B-2




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ABBREVIATIONS
  TEN COM - as tenants in common
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT - as tenants by the entireties
    
    Custodian(Cust)                          (Minor)JT TEN - as joint tenants with right of
    
    under Uniform Gifts/Transfers to CD Minorssurvivorship and not as tenants in common
    
    Act (State)
  
 (Please print or typewrite name and address of Assignee)
    
    (Please insert Social Security or
other identifying number of Assignee)
 
 Date:
    
    
    
    NOTE:
    
    The signature to any
endorsement hereon must
correspond with the name as
written upon the face of this
Certificate in every particular,
without alteration, enlargement
or change.
 THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15

    (Signature) (Signature)
 
 B-3




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B-4