FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

                  For the quarterly period ended March 31, 2000

                                       OR

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

                For the transition period from _______ to _______


Commission file number: 1-14323

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

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

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

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


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


The registrant had 45,552,915 Common Units outstanding as of May 11, 2000.

<PAGE>

               ENTERPRISE PRODUCTS PARTNERS L.P. AND SUBSIDIARIES

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                      <C>
                                                                                         Page
                                                                                          No.
PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

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

         Consolidated Balance Sheets,  March 31, 2000 and December 31, 1999                1

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

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

         Notes to Unaudited Consolidated Financial Statements                              4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS                                                            15

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                       26

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.                                       28

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                 28

         Signature Page

</TABLE>
<PAGE>

                         PART 1. FINANCIAL INFORMATION.
                   ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

                        ENTERPRISE PRODUCTS PARTNERS L.P.
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                       MARCH 31,
                                                                                          2000         DECEMBER 31,
                                      ASSETS                                          (UNAUDITED)          1999
                                                                                    ----------------------------------
<S>                                                                                       <C>               <C>
CURRENT ASSETS
      Cash and cash equivalents                                                           $   50,142        $   5,230
      Accounts receivable - trade, net of allowance for doubtful accounts of
        $15,871 at December 31, 1999 and $15,926 at March 31, 2000                           320,355          262,348
      Accounts receivable - affiliates                                                        23,908           56,075
      Inventories                                                                             10,506           39,907
      Current maturities of participation in notes receivable from
        unconsolidated affiliate                                                               3,232            6,519
      Prepaid and other current assets                                                        11,659           14,459
                                                                                    ----------------------------------
                Total current assets                                                         419,802          384,538
PROPERTY, PLANT AND EQUIPMENT, NET                                                           871,251          767,069
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES                                     286,872          280,606
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION OF $1,345 AT
      DECEMBER 31, 1999 AND $2,204 AT MARCH 31, 2000                                          57,868           61,619
OTHER ASSETS                                                                                   2,938            1,120
                                                                                    ==================================
                TOTAL                                                                    $ 1,638,731      $ 1,494,952
                                                                                    ==================================

                         LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES
      Current maturities of long-term debt                                                   $     -       $  129,000
      Accounts payable - trade                                                                77,029           69,294
      Accounts payable - affiliate                                                            24,189           64,780
      Accrued gas payables                                                                   280,373          233,360
      Accrued expenses                                                                         5,569           16,510
      Other current liabilities                                                                4,721           18,176
                                                                                    ----------------------------------
                Total current liabilities                                                    391,881          531,120
LONG-TERM DEBT                                                                               404,000          166,000
OTHER LONG-TERM LIABILITIES                                                                    6,656              296
MINORITY INTEREST                                                                              8,465            8,071
COMMITMENTS AND CONTINGENCIES
PARTNERS' EQUITY
      Common Units  (45,552,915 Units outstanding at December 31, 1999
        and March 31, 2000)                                                                  445,864          428,707
      Subordinated Units (21,409,870 Units outstanding at December 31, 1999
        and March 31, 2000)                                                                  139,724          131,688
      Special Units (14,500,000 Units outstanding at December 31, 1999
        and March 31, 2000)                                                                  238,543          225,855
      Treasury Units acquired by Trust, at cost (267,200 Units outstanding at
        December 31, 1999 and March 31, 2000)                                                 (4,727)          (4,727)
      General Partner
                                                                                               8,325            7,942
                                                                                    ----------------------------------
                Total Partners' Equity                                                       827,729          789,465
                                                                                    ==================================
                TOTAL                                                                    $ 1,638,731      $ 1,494,952
                                                                                    ==================================
</TABLE>
            See Notes to Unaudited Consolidated Financial Statements


                                       1
<PAGE>

                                    ENTERPRISE PRODUCTS PARTNERS L.P.
                                  STATEMENTS OF CONSOLIDATED OPERATIONS
                                               (UNAUDITED)
                             (Amounts in thousands, except per Unit amounts)
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS
                                                                               ENDED MARCH 31,
                                                                     -------------------------------------
                                                                            2000              1999
                                                                     -------------------------------------
<S>                                                                          <C>               <C>
REVENUES
Revenues from consolidated operations                                        $  746,281        $  147,314
Equity income in unconsolidated affiliates                                        7,443             1,563
                                                                     -------------------------------------
         Total                                                                  753,724           148,877
                                                                     -------------------------------------
COST AND EXPENSES
Operating costs and expenses                                                    672,906           133,809
Selling, general and administrative                                               5,384             3,000
                                                                     -------------------------------------
         Total                                                                  678,290           136,809
                                                                     -------------------------------------
OPERATING INCOME                                                                 75,434            12,068
OTHER INCOME (EXPENSE)
Interest expense                                                                 (7,774)           (2,263)
Interest income from unconsolidated affiliates                                      144               397
Dividend income from unconsolidated affiliates                                    1,234                 -
Interest income - other                                                           1,481               284
Other, net                                                                         (363)               75
                                                                     -------------------------------------
          Other income  (expense)                                                (5,278)           (1,507)
                                                                     -------------------------------------
INCOME BEFORE MINORITY INTEREST                                                  70,156            10,561
MINORITY INTEREST                                                                  (709)             (106)
                                                                     =====================================
NET INCOME                                                                   $   69,447        $   10,455
                                                                     =====================================

ALLOCATION OF NET INCOME TO:
          Limited partners                                                   $   68,753        $   10,350
                                                                     =====================================
          General partner                                                    $      694        $      105
                                                                     =====================================

BASIC EARNINGS PER COMMON UNIT
          Income before minority interest                                    $     1.04        $     0.16
                                                                     =====================================
          Net income per common unit                                         $     1.03        $     0.16
                                                                     =====================================

DILUTED EARNINGS PER COMMON UNIT
          Income before minority interest                                    $     0.86        $     0.16
                                                                     =====================================
          Net income per common unit                                         $     0.85        $     0.16
                                                                     =====================================
</TABLE>

            See Notes to Unaudited Consolidated Financial Statements

                                       2
<PAGE>
                        ENTERPRISE PRODUCTS PARTNERS L.P
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                            THREE MONTHS ENDED
                                                                                                MARCH 31,
                                                                                   -------------------------------------
                                                                                          2000              1999
                                                                                   -------------------------------------
OPERATING ACTIVITIES
<S>                                                                                        <C>               <C>
Net income                                                                                 $   69,447        $   10,455
Adjustments to reconcile net income to cash flows provided by
      (used for) operating activities:
      Depreciation and amortization                                                             9,048             4,905
      Equity in income of unconsolidated affiliates                                            (7,443)           (1,563)
      Leases paid by EPCO                                                                       2,637             2,639
      Minority interest                                                                           709               106
      Gain on sale of assets                                                                        -                (3)
      Net effect of changes in operating accounts                                               2,632             3,808
                                                                                   -------------------------------------
Operating activities cash flows                                                                77,030            20,347
                                                                                   -------------------------------------
INVESTING ACTIVITIES
Capital expenditures                                                                         (111,449)           (1,672)
Proceeds from sale of assets                                                                        2                11
Collection of notes receivable from unconsolidated affiliates                                   3,287             3,684
Unconsolidated affiliates:
      Investments in and advances to                                                           (5,972)          (28,866)
      Distributions received                                                                    7,149             2,505
                                                                                   -------------------------------------
Investing activities cash flows                                                              (106,983)          (24,338)
                                                                                   -------------------------------------
FINANCING ACTIVITIES
Long-term debt borrowings                                                                     464,000            40,000
Long-term debt repayments                                                                    (355,000)          (20,000)
Cash dividends paid to partners                                                               (33,820)          (30,437)
Cash dividends paid to minority interest by Operating Partnership                                (345)             (311)
Units acquired by consolidated trust                                                                -            (4,727)
Cash contributions from EPCO to minority interest                                                  30                28
                                                                                   -------------------------------------
Financing activities cash flows                                                                74,865           (15,447)
                                                                                   -------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                                        44,912           (19,438)
CASH AND CASH EQUIVALENTS, JANUARY 1                                                            5,230            24,103
                                                                                   =====================================
CASH AND CASH EQUIVALENTS, MARCH 31                                                        $   50,142         $   4,665
                                                                                   =====================================

</TABLE>
            See Notes to Unaudited Consolidated Financial Statements

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

1.   GENERAL

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

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

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

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


2.   INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

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

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

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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



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


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

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



                                       5
<PAGE>

BEF

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

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

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


3.  ACQUISITIONS

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

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

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

PRO FORMA EFFECT OF ACQUISITIONS

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

                                       6
<PAGE>

Revenues                                              $  300,510
                                                =================
Net income                                             $  13,281
                                                =================
Allocation of net income to
      Limited partners                                 $  13,148
                                                =================
      General Partner                                   $    133
                                                =================
Units used in earning per Unit calculations
      Basic                                               66,756
                                                =================
      Diluted                                             81,256
                                                =================
Income per Unit before minority interest
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================
Net income per Unit
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================


4.   LONG-TERM DEBT

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

The following table summarizes long-term debt at:

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

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

$200 MILLION  BANK CREDIT  FACILITY.  In July 1998,  the  Operating  Partnership
entered  into a $200 million bank credit  facility  that  included a $50 million
working  capital  facility and a $150 million  revolving term loan facility.  On


                                       7
<PAGE>

March 15, 2000, the Operating Partnership used $169 million of the proceeds from
the issuance of the $350 Million Senior Notes to retire the outstanding  balance
of this credit facility in accordance with its agreement with the banks.

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

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

The  credit  agreement  relating  to this  facility  contains a  prohibition  on
distributions  on, or purchases or  redemptions of Units if any event of default
is  continuing.   In  addition,   the  bank  credit  facility  contains  various
affirmative  and negative  covenants  applicable to the ability of the Operating
Partnership to, among other things, (i) incur certain  additional  indebtedness,
(ii) grant certain  liens,  (iii) sell assets in excess of certain  limitations,
(iv) make investments, (v) engage in transactions with affiliates and (vi) enter
into a  merger,  consolidation,  or sale of  assets.  The bank  credit  facility
requires  that  the  Operating   Partnership  satisfy  the  following  financial
covenants at the end of each fiscal quarter: (i) maintain  Consolidated Tangible
Net Worth (as defined in the bank credit  facility) of at least $250.0  million,
(ii)  maintain a ratio of EBITDA (as  defined in the bank  credit  facility)  to
Consolidated  Interest  Expense (as defined in the bank credit facility) for the
previous  12-month  period of at least 3.5 to 1.0 and (iii)  maintain a ratio of
Total Indebtedness (as defined in the bank credit facility) to EBITDA of no more
than  3.0  to  1.0.  The  Operating  Partnership  was  in  compliance  with  the
restrictive covenants at March 31, 2000.

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

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

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

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


                                       8
<PAGE>

In general,  the  proceeds  of the Bonds were used to  reimburse  the  Operating
Partnership  for costs incurred in acquiring and  constructing  the  Pascagoula,
Mississippi natural gas processing plant.

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


5.  CAPITAL STRUCTURE AND EARNINGS PER UNIT

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE COMPANY. The
Second Amended and Restated Agreement of Limited Partnership of the Company (the
"Partnership  Agreement") contains specific provisions for the allocation of net
earnings and losses to the Common Units,  Subordinated Units,  Special Units and
the General Partner.  The Partnership  Agreement also sets forth the calculation
to be used to determine the amount and priority of cash  distributions  that the
Common  Unitholders,  Subordinated  Unitholders  and the  General  Partner  will
receive.

The Partnership Agreement generally authorizes the Company to issue an unlimited
number of additional  limited partner  interests and other equity  securities of
the Company for such  consideration and on such terms and conditions as shall be
established by the General Partner in its sole  discretion  without the approval
of the Unitholders.  During the Subordination  Period,  however, the Company may
not issue equity securities  ranking senior to the Common Units for an aggregate
of more than 22,775,000 Common Units (except for Common Units upon conversion of
Subordinated  Units,  pursuant to employee benefit plans, upon conversion of the
general partner interest as a result of the withdrawal of the General Partner or
in connection with acquisitions or capital  improvements that are accretive on a
per Unit basis) or an equivalent  number of securities  ranking on a parity with
the  Common  Units,  without  the  approval  of the  holders  of at least a Unit
Majority.  A Unit Majority is defined as at least a majority of the  outstanding
Common Units (during the Subordination  Period),  excluding Common Units held by
the  General  Partner  and  its  affiliates,  and at  least  a  majority  of the
outstanding Common Units (after the Subordination Period).

In April 2000,  the Company mailed a Proxy  Statement to its public  unitholders
asking  them to  consider  and vote for a  proposal  to  amend  the  Partnership
Agreement to increase the number of  additional  Common Units that may be issued
during the  Subordination  Period  without the approval of a Unit  Majority from
22,775,000  Common Units to 47,775,000  Common Units. The primary purpose of the
requested increase is to improve the future financial flexibility of the Company
since the TNGL acquisition used 20,500,000 Common Units of the 22,775,000 Common
Units  available to the  partnership  during the  Subordination  Period.  If the
public  unitholders  vote in favor  of the  proposal,  the  Company  would  have
27,275,000 Common Units at its disposal for general partnership purposes.

SUBORDINATED UNITS. The Subordinated Units have no voting rights until converted
into Common Units at the end of the Subordination Period (as defined below). The
Subordination  Period for the Subordinated Units will generally extend until the
first day of any quarter  beginning after June 30, 2003 when the Conversion Test
has been satisfied. Generally, the Conversion Test will have been satisfied when
the  Company  has paid  from  Operating  Surplus  and  generated  from  Adjusted
Operating Surplus the minimum quarterly  distribution on all Units for the three
preceding four-quarter periods. Upon expiration of the Subordination Period, all
remaining  Subordinated  Units will convert  into Common Units on a  one-for-one
basis and will  thereafter  participate  pro rata with the other Common Units in
distributions of Available Cash.

If the Conversion  Test has been met for any quarter ending on or after June 30,
2001,  25% of the  Subordinated  Units will  convert into Common  Units.  If the
Conversion  Test has been met for any quarter  ending on or after June 30, 2002,
an additional 25% of the Subordinated  Units will convert into Common Units. The
early conversion of the second 25% of Subordinated  Units may not occur until at
least one year following the early  conversion of the first 25% of  Subordinated
Units.

SPECIAL UNITS. The 14.5 million Special Units issued do not accrue distributions
and are not entitled to cash  distributions  until their  conversion into Common
Units, which occurs automatically with respect to 1.0 million Units on August 1,


                                       9
<PAGE>

2000 (or the day following  the record date for  determining  units  entitled to
receive  distributions  in the second  quarter of 2000),  5.0  million  Units on
August 1, 2001 and 8.5 million Units on August 1, 2002.

Shell has the  opportunity  to earn an  additional  6  million  non-distribution
bearing,  convertible Contingency Units over the next two years based on certain
performance criteria. Shell will earn 3 million convertible Contingency Units if
at any point  during  calendar  year 2000 (or  extensions  thereto  due to force
majeure  events),  gas  production  by Shell  from its  offshore  Gulf of Mexico
producing  properties  and  leases  is 950  million  cubic  feet per day for 180
not-necessarily-consecutive  days or 375  billion  cubic  feet  on a  cumulative
basis. Shell will earn another 3 million convertible Contingency Units if at any
point during  calendar  year 2001 (or  extensions  thereto due to force  majuere
events)  such  gas  production  is 900  million  cubic  feet  per  day  for  180
not-necessarily-consecutive  days or 350  billion  cubic  feet  on a  cumulative
basis.  If  either  or both of the  preceding  performance  tests is not met but
Shell's offshore Gulf of Mexico gas production reaches 725 billion cubic feet on
a cumulative basis in calendar years 2000 and 2001 (or extensions thereto due to
force  majeure  events),  Shell  would  still  earn 6  million  non-distribution
bearing,  convertible  Contingency  Units. If all of the  Contingency  Units are
earned, 1 million Contingency Units would convert into Common Units on August 1,
2002 and 5 million  Contingency  Units would convert into Common Units on August
1, 2003. The Contingency Units do not accrue  distributions and are not entitled
to cash distributions until conversion into Common Units.

Under the rules of the New York Stock Exchange,  conversion of the Special Units
into Common Units requires  approval of the Company's  Unitholders.  The General
Partner has agreed to call a special  meeting of the Unitholders for the purpose
of soliciting  such approval.  EPC Partners II, Inc.  ("EPC II"),  which owns in
excess of 81% of the outstanding  Common Units,  has agreed to vote its Units in
favor of such approval, which will satisfy the approval requirement.

UNITS  ACQUIRED  BY  TRUST.  During  the  first  quarter  of 1999,  the  Company
established a revocable  grantor trust (the "Trust") to fund future  liabilities
of a long-term  incentive  plan.  At March 31, 2000,  the Trust had  purchased a
total of 267,200  Common Units (the "Trust  Units") which are accounted for in a
manner similar to treasury stock under the cost method of accounting.  The Trust
Units are considered outstanding and will receive  distributions;  however, they
are excluded from the calculation of net income per Unit.

EARNINGS PER UNIT.  The Company has no dilutive  securities  that would  require
adjustment to net income for the  computation of diluted  earnings per Unit. The
following is a reconciliation  of the number of units used in the computation of
basic and diluted earnings per Unit for all periods presented.

                                                        AT MARCH 31,
                                                    2000              1999
                                              ------------------------------
Weighted average number of Common
     and Subordinated Units outstanding            66,696             66,756
Weighted average number of Special
     Units to be converted to Common Units         14,500
                                              ------------------------------
Units used to compute diluted
     earnings per Unit                             81,196             66,756
                                              ==============================

The  Contingency  Units  (described  above) to be issued upon achieving  certain
performance  criteria have been excluded from diluted  earnings per Unit because
such tests have not been met at March 31, 2000.


6.  DISTRIBUTIONS

The Company  intends,  to the extent  there is  sufficient  available  cash from
Operating  Surplus,  as defined by the Partnership  Agreement,  to distribute to
each holder of Common Units at least a minimum  quarterly  distribution of $0.45
per Common Unit.  The minimum  quarterly  distribution  is not guaranteed and is
subject to adjustment as set forth in the Partnership Agreement. With respect to
each quarter  during the  subordination  period,  which will  generally  not end
before June 30, 2003,  the Common  Unitholders  will generally have the right to


                                       10
<PAGE>

receive the minimum quarterly distribution, plus any arrearages thereon, and the
General  Partner will have the right to receive the related  distribution on its
interest before any  distributions of available cash from Operating  Surplus are
made to the Subordinated Unitholders.

On January 17,  2000,  the Company  declared an increase in its  quarterly  cash
distribution to $0.50 per Unit.

The following is a summary of cash distributions to partnership  interests since
the first quarter of 1999:
<TABLE>
<CAPTION>

                                              CASH DISTRIBUTIONS
                   --------------------------------------------------------------------------
                       PER COMMON     PER SUBORDINATED        RECORD            PAYMENT
                          UNIT              UNIT               DATE              DATE
                   --------------------------------------------------------------------------
<S>                      <C>               <C>              <C>                 <C>
1999
    First Quarter        $       0.45      $       0.45     January 29, 1999    February 11, 1999
    Second Quarter       $       0.45      $       0.07     April 30, 1999      May 12, 1999
    Third Quarter        $       0.45      $       0.37     July 30, 1999       August 11, 1999
    Fourth Quarter       $       0.45      $       0.45     October 29, 1999    November 10, 1999
2000
    First Quarter        $       0.50      $       0.50     January 31, 2000    February 10, 2000
    Second Quarter       $       0.50      $       0.50     April 28, 2000      May 10, 2000
      (through May 11, 2000)
</TABLE>

7.   SUPPLEMENTAL CASH FLOW DISCLOSURE

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

                                                    THREE MONTHS ENDED
                                                        MARCH 31,
                                                  2000              1999
                                           -------------------------------------
(Increase) decrease in:
      Accounts receivable                         $   (25,840)        $   5,796
      Inventories                                      29,401              (199)
      Prepaid and other current assets                  2,800            (1,941)
      Other assets                                     (2,742)                -
Increase (decrease) in:
      Accounts payable - trade                        (32,856)           (1,517)
      Accrued gas payable                              47,013            10,527
      Accrued expenses                                (10,941)           (3,728)
      Other current liabilities                       (13,455)           (5,130)
      Other liabilities                                 9,252                 -
                                           =====================================
Net effect of changes in operating accounts       $     2,632         $   3,808
                                           =====================================

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

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


                                       11
<PAGE>


8.   RECENTLY ISSUED ACCOUNTING STANDARDS

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


9.   FINANCIAL INSTRUMENTS

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

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

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

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

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

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

                                       12
<PAGE>

10.  SEGMENT INFORMATION

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

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

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

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

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



                                       13
<PAGE>
Information  by  operating  segment,   together  with   reconciliations  to  the
consolidated totals, is presented in the following table:
<TABLE>
<CAPTION>
                                                             OPERATING SEGMENTS                          ADJUSTMENTS
                                  ----------------------------------------------------------------------
                                                                                  OCTANE                     AND        CONSOLIDATED
                                  FRACTIONATION    PIPELINES      PROCESSING    ENHANCEMENT   OTHER      ELIMINATIONS      TOTALS
                                  --------------------------------------------------------------------------------------------------

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

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

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

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

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

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


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

<TABLE>
<CAPTION>
                                                              FOR QUARTER ENDED MARCH 31,
                                                                2000               1999
                                                          -------------------------------------
<S>                                                              <C>                <C>
Total segment gross operating margin                             $   91,579         $   22,419
     Depreciation and amortization                                   (8,124)            (4,688)
     Retained lease expense, net                                     (2,637)            (2,666)
     Gain on sale of assets                                               -                  3
     Selling, general and administrative                             (5,384)            (3,000)
                                                          -------------------------------------
Consolidated operating income                                        75,434             12,068
     Interest expense                                                (7,774)            (2,263)
     Interest income from unconsolidated affiliates                     144                397
     Dividend income from unconsolidated affiliates                   1,234                  -
     Interest income - other                                          1,481                284
     Other, net                                                        (363)                75
                                                          =====================================
Consolidated income before minority interest                     $   70,156         $   10,561
                                                          =====================================
</TABLE>


                                       14
<PAGE>


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

              FOR THE INTERIM PERIODS ENDED MARCH 31, 2000 AND 1999

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

THE COMPANY

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

         The Company is a publicly  traded  master  limited  partnership  (NYSE,
symbol "EPD") that conducts substantially all of its business through ENTERPRISE
PRODUCTS   OPERATING   L.P.  (the   "Operating   Partnership"),   the  Operating
Partnership's  subsidiaries,  and a  number  of  joint  ventures  with  industry
partners.  The Company was formed in April 1998 to acquire, own, and operate all
of the NGL processing and  distribution  assets of Enterprise  Products  Company
("EPCO").  The general partner of the Company,  Enterprise Products GP, LLC (the
"General  Partner"),  a majority-owned  subsidiary of EPCO, holds a 1.0% general
partner  interest in the Company and a 1.0101% general  partner  interest in the
Operating Partnership.

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

GENERAL

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

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


                                       15
<PAGE>

three isomerization units and one deisobutanizer  which are held under long-term
leases  with  purchase  options.  The  Company's  operations  in  Louisiana  and
Mississippi  include varying  interests in eleven natural gas processing  plants
with a combined  capacity of 11.0  billion  cubic feet per day  ("Bcfd") and net
capacity of 3.1 Bcfd and four NGL fractionation facilities with a combined gross
capacity  of 281,000  BPD and net  capacity of 131,500  BPD.  In  addition,  the
Company owns and  operates a NGL  fractionation  facility in Petal,  Mississippi
with an average production capacity of 7,000 BPD.

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

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

         Industry Environment

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

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

RESULTS OF OPERATION OF THE COMPANY

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

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


                                       16
<PAGE>

extraordinary charges and other income and expense  transactions.  The Company's
equity  earnings from  unconsolidated  affiliates  are included in segment gross
operating margin.

         The  Company's  gross  operating  margin by segment  (in  thousands  of
dollars) along with a  reconciliation  to consolidated  operating income for the
quarters ended March 31, 2000 and 1999 were as follows:

                                                     FOR QUARTER ENDED MARCH 31,
                                                          2000           1999
                                                     ---------------------------
Gross Operating Margin by segment:
     Fractionation                                      $   34,331   $   16,322
     Pipeline                                               14,635        4,501
     Processing                                             39,554        1,091
     Octane enhancement                                      2,505          301
     Other                                                     554          204
                                                      --------------------------
Gross Operating margin total                                91,579       22,419
     Depreciation and amortization                           8,124        4,688
     Retained lease expense, net                             2,637        2,666
     Gain on sale of assets                                      -           (3)
     Selling, general, and administrative expenses           5,384        3,000
                                                      ==========================
Consolidated operating income                           $   75,434   $   12,068
                                                      ==========================

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

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

1999 Acquisitions

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

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

                                       17
<PAGE>

         Effective  July 1, 1999,  a  subsidiary  of the  Operating  Partnership
acquired  an  additional  25%  interest in the Mont  Belvieu  NGL  fractionation
facility  from Kinder Morgan  Operating LP "A" ("Kinder  Morgan") for a purchase
price of approximately $41.2 million in cash and the assumption of $4 million in
debt. An additional  0.5% interest in the same facility was purchased  from EPCO
for a cash purchase price of $0.9 million.  This acquisition (referred to as the
"MBA  acquisition")  increased the Company's  effective economic interest in the
Mont Belvieu NGL fractionation facility from 37.0% to 62.5%. As a result of this
acquisition,  the  results of  operations  after July 1, 1999 were  consolidated
rather than included in equity in earnings of unconsolidated affiliates.

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

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

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

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

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

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


                                       18
<PAGE>

completed  in the  second  quarter  of 2000 to  increase  the  capacity  of this
pipeline to 50,000 BPD.

         Equity earnings from unconsolidated  affiliates in the Pipeline segment
increased  from $0.4  million  in 1999 to $2.7  million  in 2000.  The  greatest
improvement  in  equity  earnings  was from  EPIK  which  posted a $1.4  million
increase  to $1.8  million  in 2000 from $0.4  million  in 1999.  EPIK's  higher
earnings are  attributable  to a 174% increase in export  volumes due to the new
chiller unit that began  operations in the fourth  quarter of 1999.  The Company
recorded a combined $1.0 million in equity income from the Wilprise, Tri-States,
and Belle Rose Systems. Individually, equity earnings from Wilprise, Tri-States,
and Belle Rose were $0.1 million, $0.7 million and $0.2 million, respectively.

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

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

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

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

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

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

PRO FORMA IMPACT OF ACQUISITIONS

         As noted above under 1999  Acquisitions,  the Company acquired TNGL and
MBA in the third quarter of 1999. As a result of these  acquisitions,  revenues,
operating costs and expenses,  interest expense,  and other amounts shown on the
Statements of  Consolidated  Operations for first quarter of 2000 have increased
significantly  over the  amounts  shown  for the  first  quarter  of  1999.  The
following table presents certain unaudited pro forma information for the quarter


                                       19
<PAGE>

ended  March 31,  1999 as if the  acquisition  of TNGL  from  Shell and the Mont
Belvieu  fractionator  facility  from Kinder Morgan and EPCO had been made as of
January 1, 1999:

Revenues                                              $  300,510
                                                =================
Net income                                             $  13,281
                                                =================
Allocation of net income to
      Limited partners                                 $  13,148
                                                =================
      General Partner                                   $    133
                                                =================

Units used in earning per Unit calculations
      Basic                                               66,756
                                                =================
      Diluted                                             81,256
                                                =================

Income per Unit before minority interest
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================

Net income per Unit
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================

LIQUIDITY AND CAPITAL RESOURCES

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

         Cash flows from  operating  activities  were a $77.0 million inflow for
the first quarter of 2000 compared to a $20.3 million  inflow for the comparable
period of 1999.  Cash flows from  operating  activities  primarily  reflect  the
effects of net  income,  depreciation  and  amortization,  extraordinary  items,
equity income of unconsolidated  affiliates and changes in working capital.  Net
income  increased  significantly as a result of improved overall margins and the
TNGL  acquisition.  Depreciation  and  amortization  increased  a combined  $4.1
million in the first quarter of 2000 over the comparable  1999 levels  primarily
as a result of  additional  capital  expenditures  and the TNGL and Mont Belvieu
fractionator  acquisitions  in the third quarter of 1999.  Amortization  expense
increased by $1.6 million due to amortization of the intangible asset associated
with the Shell  Processing  Agreement ($0.8  million),  the write-off of prepaid
loan costs  associated  with the payoff of the $200 Million Bank Credit Facility
in March 2000 ($0.2 million) and the continued  amortization of excess costs and
other prepaid loan costs ($0.6 million).  The net effect of changes in operating
accounts  from year to year is  generally  the result of timing of NGL sales and
purchases near the end of the period.

         Cash outflows used in investing  activities  were $107.0 million in the
first quarter of 2000 and $24.3 million for the comparable  period of 1999. Cash
outflows  included capital  expenditures of $111.4 million for the first quarter
of 2000 versus $1.7  million for the same period in 1999.  Capital  expenditures
for the first  quarter of 2000  included  $99.6  million for the purchase of the
Lou-Tex Propylene  Pipeline,  $7.7 million for construction costs on the Lou-Tex
NGL  Pipeline,  and $3.4  million  for  construction  costs on the  Neptune  gas
processing  facility.  Included in the capital expenditures amounts for both the
first  quarter  of 2000  and  first  quarter  of 1999  are  maintenance  capital
expenditures of $0.3 million. Investing cash outflows in 2000 also included $6.0


                                       20
<PAGE>

million in advances to and investments in unconsolidated affiliates versus $28.9
million for 1999. The $22.9 million decrease stems primarily from the completion
of the BRF facility and the  Tri-States and Wilprise  pipeline  systems in 1999.
The first quarter of 1999 included  $20.5 million in investments in and advances
to  these  projects  because  each  was  still  under  construction  or  nearing
completion  at the time. On March 8, 2000,  the Company's  offer of February 23,
2000 to buy the remaining  88.5% ownership  interests in Dixie Pipeline  Company
from the other seven owners expired, with no interest being purchased.

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

         Cash flows from financing activities were a $74.9 million inflow in the
first  quarter of 2000  versus a $15.4  million  outflow  for the same period in
1999. Cash flows from financing  activities are primarily affected by repayments
of  long-term  debt,   borrowings   under  the  long-term  debt  agreements  and
distributions  to the partners.  The first quarter of 2000 includes the proceeds
from the sale of the $350  Million  Senior  Notes  and the $54  Million  Revenue
Bonds.  Also included are the March 2000 payments made to retire the outstanding
balances on the $200 Million and $350 Million Bank Credit  Facilities  using the
proceeds of the Senior Notes and Revenue Bonds. For a complete discussion of the
Senior Notes and Revenue Bonds, see the section below entitled "Senior Notes and
Revenue Bonds." Cash flows from financing activities for 1999 also reflected the
net purchase of $4.7 million of Common Units by a consolidated trust.

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

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

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

         DISTRIBUTIONS AND DIVIDENDS FROM UNCONSOLIDATED AFFILIATES

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

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


                                       21
<PAGE>

         LONG-TERM DEBT

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

         The following table summarizes long-term debt at:

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

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

         Bank Credit Facilities

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

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

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

         The credit agreement  relating to this facility  contains a prohibition
on  distributions  on,  or  purchases  or  redemptions  of Units if any event of
default is continuing.  In addition,  the bank credit facility  contains various
affirmative and negative covenants  applicable to the ability of the Company to,
among  other  things,  (i) incur  certain  additional  indebtedness,  (ii) grant
certain  liens,  (iii) sell assets in excess of certain  limitations,  (iv) make
investments,  (v) engage in  transactions  with affiliates and (vi) enter into a
merger, consolidation, or sale of assets. The bank credit facility requires that
the Operating  Partnership  satisfy the following financial covenants at the end
of each fiscal quarter: (i) maintain Consolidated Tangible Net Worth (as defined


                                       22
<PAGE>

in the bank credit  facility) of at least $250.0 million,  (ii) maintain a ratio
of EBITDA (as  defined in the bank credit  facility)  to  Consolidated  Interest
Expense (as  defined in the bank  credit  facility)  for the  previous  12-month
period of at least 3.5 to 1.0 and (iii)  maintain a ratio of Total  Indebtedness
(as defined in the bank credit  facility)  to EBITDA of no more than 3.0 to 1.0.
The Company was in compliance with the restrictive covenants at March 31, 2000.

         Senior Notes and Revenue Bonds

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

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

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

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

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

         Interest Rate Swaps

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

         At March 31, 2000,  the Operating  Partnership  had three interest rate
swaps  outstanding  with banks.  The notional amount of these swaps totaled $154
million,  with $100  million  expiring in five years on the Senior Notes and $54
million  expiring in ten years on the Revenue Bonds. The notional amount is used
to measure  the volume of these  contracts  and does not  represent  exposure to
credit  loss.  In the  event of  default  by a  counterparty,  the risk in these
transactions  is the cost of  replacing  the  interest-rate  contract at current
market rates. The


                                       23
<PAGE>

Operating  Partnership  monitors  its  positions  and the credit  ratings of its
counterparties.  Management believes the risk of incurring losses is remote, and
that if incurred,  such losses would be  immaterial.  At March 31, 2000, the two
interest rate swaps on the Senior Notes had  effectively  reduced the fixed-rate
interest of 8.25% to floating-rate interest of 6.95% on a notional amount of $50
million and to floating-rate interest of 6.955% on an additional notional amount
of $50  million.  With  regards to the interest  rate swap  associated  with the
Revenue Bonds, the swap had effectively reduced the fixed-rate interest of 8.70%
to  7.2475% on a  notional  amount of $54  million.  The  effective  date of the
interest rate swap agreements related to the Senior Notes was March 22, 2000 and
the Revenue Bonds was March 23, 2000.

PROXY MATERIAL REGARDING AMENDMENT TO PARTNERSHIP AGREEMENT

         The Partnership  Agreement generally authorizes the Company to issue an
unlimited  number of  additional  limited  partner  interests  and other  equity
securities  of the  Company  for  such  consideration  and  on  such  terms  and
conditions as shall be established by the General Partner in its sole discretion
without  the  approval  of the  Unitholders.  During the  Subordination  Period,
however,  the  Company may not issue  equity  securities  ranking  senior to the
Common Units for an aggregate of more than  22,775,000  Common Units (except for
Common Units upon conversion of Subordinated Units, pursuant to employee benefit
plans,  upon  conversion  of the  general  partner  interest  as a result of the
withdrawal of the General Partner or in connection with  acquisitions or capital
improvements  that are accretive on a per Unit basis) or an equivalent number of
securities  ranking on a parity with the Common  Units,  without the approval of
the holders of at least a Unit Majority.  A Unit Majority is defined as at least
a majority of the outstanding  Common Units (during the  Subordination  Period),
excluding  Common Units held by the General Partner and its  affiliates,  and at
least a majority  of the  outstanding  Common  Units  (after  the  Subordination
Period).

         In April  2000,  the  Company  mailed a Proxy  Statement  to its public
unitholders  asking  them to  consider  and vote  for a  proposal  to amend  the
Partnership Agreement to increase the number of additional Common Units that may
be issued  during  the  Subordination  Period  without  the  approval  of a Unit
Majority from 22,775,000  Common Units to 47,775,000  Common Units.  The primary
purpose of the requested increase is to improve the future financial flexibility
of the Company since the TNGL  acquisition  used 20,500,000  Common Units of the
22,775,000  Common Units available to the partnership  during the  Subordination
Period.  If the public  unitholders  vote in favor of the proposal,  the Company
would have  27,275,000  Common  Units at its  disposal  for general  partnership
purposes.

MTBE FACILITY

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

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

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

                                       24
<PAGE>

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

YEAR 2000 READINESS DISCLOSURE

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

ACCOUNTING STANDARDS

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

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS AND INFORMATION

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


                                       25
<PAGE>

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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

INTEREST RATE RISK

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

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

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

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

                                       26
<PAGE>

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

         Other.  At March 31, 2000 and December 31, 1999,  the Company had $50.1
million and $5.2 million  invested in cash and cash  equivalents,  respectively.
All cash equivalent investments other than cash are highly liquid, have original
maturities of less than three months,  and are considered to have  insignificant
interest rate risk.

COMMODITY PRICE RISK

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


(MILLIONS OF DOLLARS)                 NO CHANGE             10% INCREASE                   10% DECREASE
                                      ---------             ------------                   ------------

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

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


                                       27
<PAGE>

PART II.    OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

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

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

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

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

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

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

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

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

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

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

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

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

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



                                       28
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       29
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       30
<PAGE>

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

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

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

27.1      Financial Data Schedule

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

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


         (b) REPORTS ON FORM 8-K

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

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

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

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



                                       31
<PAGE>

                                   SIGNATURES


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


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

                                      By:  Enterprise Products GP, LLC
                                           as General Partner


Date:   May 11, 2000                         /s/  Gary L. Miller
                                           ___________________________
                                           Executive Vice President
                                           Chief Financial Officer and Treasurer
[{"type": "10-Q", "sequence": "1", "description": "FORM 10Q - 1ST QUARTER 2000", "secsgml_size_bytes": 144260}]
{"company-data": {"conformed-name": "ENTERPRISE PRODUCTS PARTNERS L P", "cik": "0001061219", "assigned-sic": "1311", "irs-number": "760568219", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-14323", "film-number": "626499"}, "business-address": {"street1": "2727 NORTH LOOP WEST", "city": "HOUSTON", "state": "TX", "zip": "77008", "phone": "7138806500"}}
FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                  For the quarterly period ended March 31, 2000

                                       OR

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

                For the transition period from _______ to _______

Commission file number: 1-14323

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

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

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

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

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

The registrant had 45,552,915 Common Units outstanding as of May 11, 2000.
ENTERPRISE PRODUCTS PARTNERS L.P. AND SUBSIDIARIES

                                TABLE OF CONTENTS
Page
                                                                                          No.
PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

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

         Consolidated Balance Sheets,  March 31, 2000 and December 31, 1999                1

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

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

         Notes to Unaudited Consolidated Financial Statements                              4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS                                                            15

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                       26

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.                                       28

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                 28

         Signature Page
PART 1. FINANCIAL INFORMATION.
                   ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

                        ENTERPRISE PRODUCTS PARTNERS L.P.
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
MARCH 31,
                                                                                          2000         DECEMBER 31,
                                      ASSETS                                          (UNAUDITED)          1999
                                                                                    ----------------------------------
CURRENT ASSETS
      Cash and cash equivalents                                                           $   50,142        $   5,230
      Accounts receivable - trade, net of allowance for doubtful accounts of
        $15,871 at December 31, 1999 and $15,926 at March 31, 2000                           320,355          262,348
      Accounts receivable - affiliates                                                        23,908           56,075
      Inventories                                                                             10,506           39,907
      Current maturities of participation in notes receivable from
        unconsolidated affiliate                                                               3,232            6,519
      Prepaid and other current assets                                                        11,659           14,459
                                                                                    ----------------------------------
                Total current assets                                                         419,802          384,538
PROPERTY, PLANT AND EQUIPMENT, NET                                                           871,251          767,069
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES                                     286,872          280,606
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION OF $1,345 AT
      DECEMBER 31, 1999 AND $2,204 AT MARCH 31, 2000                                          57,868           61,619
OTHER ASSETS                                                                                   2,938            1,120
                                                                                    ==================================
                TOTAL                                                                    $ 1,638,731      $ 1,494,952
                                                                                    ==================================

                         LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES
      Current maturities of long-term debt                                                   $     -       $  129,000
      Accounts payable - trade                                                                77,029           69,294
      Accounts payable - affiliate                                                            24,189           64,780
      Accrued gas payables                                                                   280,373          233,360
      Accrued expenses                                                                         5,569           16,510
      Other current liabilities                                                                4,721           18,176
                                                                                    ----------------------------------
                Total current liabilities                                                    391,881          531,120
LONG-TERM DEBT                                                                               404,000          166,000
OTHER LONG-TERM LIABILITIES                                                                    6,656              296
MINORITY INTEREST                                                                              8,465            8,071
COMMITMENTS AND CONTINGENCIES
PARTNERS' EQUITY
      Common Units  (45,552,915 Units outstanding at December 31, 1999
        and March 31, 2000)                                                                  445,864          428,707
      Subordinated Units (21,409,870 Units outstanding at December 31, 1999
        and March 31, 2000)                                                                  139,724          131,688
      Special Units (14,500,000 Units outstanding at December 31, 1999
        and March 31, 2000)                                                                  238,543          225,855
      Treasury Units acquired by Trust, at cost (267,200 Units outstanding at
        December 31, 1999 and March 31, 2000)                                                 (4,727)          (4,727)
      General Partner
                                                                                               8,325            7,942
                                                                                    ----------------------------------
                Total Partners' Equity                                                       827,729          789,465
                                                                                    ==================================
                TOTAL                                                                    $ 1,638,731      $ 1,494,952
                                                                                    ==================================
See Notes to Unaudited Consolidated Financial Statements

                                       1
ENTERPRISE PRODUCTS PARTNERS L.P.
                                  STATEMENTS OF CONSOLIDATED OPERATIONS
                                               (UNAUDITED)
                             (Amounts in thousands, except per Unit amounts)
THREE MONTHS
                                                                               ENDED MARCH 31,
                                                                     -------------------------------------
                                                                            2000              1999
                                                                     -------------------------------------
REVENUES
Revenues from consolidated operations                                        $  746,281        $  147,314
Equity income in unconsolidated affiliates                                        7,443             1,563
                                                                     -------------------------------------
         Total                                                                  753,724           148,877
                                                                     -------------------------------------
COST AND EXPENSES
Operating costs and expenses                                                    672,906           133,809
Selling, general and administrative                                               5,384             3,000
                                                                     -------------------------------------
         Total                                                                  678,290           136,809
                                                                     -------------------------------------
OPERATING INCOME                                                                 75,434            12,068
OTHER INCOME (EXPENSE)
Interest expense                                                                 (7,774)           (2,263)
Interest income from unconsolidated affiliates                                      144               397
Dividend income from unconsolidated affiliates                                    1,234                 -
Interest income - other                                                           1,481               284
Other, net                                                                         (363)               75
                                                                     -------------------------------------
          Other income  (expense)                                                (5,278)           (1,507)
                                                                     -------------------------------------
INCOME BEFORE MINORITY INTEREST                                                  70,156            10,561
MINORITY INTEREST                                                                  (709)             (106)
                                                                     =====================================
NET INCOME                                                                   $   69,447        $   10,455
                                                                     =====================================

ALLOCATION OF NET INCOME TO:
          Limited partners                                                   $   68,753        $   10,350
                                                                     =====================================
          General partner                                                    $      694        $      105
                                                                     =====================================

BASIC EARNINGS PER COMMON UNIT
          Income before minority interest                                    $     1.04        $     0.16
                                                                     =====================================
          Net income per common unit                                         $     1.03        $     0.16
                                                                     =====================================

DILUTED EARNINGS PER COMMON UNIT
          Income before minority interest                                    $     0.86        $     0.16
                                                                     =====================================
          Net income per common unit                                         $     0.85        $     0.16
                                                                     =====================================
See Notes to Unaudited Consolidated Financial Statements

                                       2
ENTERPRISE PRODUCTS PARTNERS L.P
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                             (Dollars in Thousands)
THREE MONTHS ENDED
                                                                                                MARCH 31,
                                                                                   -------------------------------------
                                                                                          2000              1999
                                                                                   -------------------------------------
OPERATING ACTIVITIES
Net income                                                                                 $   69,447        $   10,455
Adjustments to reconcile net income to cash flows provided by
      (used for) operating activities:
      Depreciation and amortization                                                             9,048             4,905
      Equity in income of unconsolidated affiliates                                            (7,443)           (1,563)
      Leases paid by EPCO                                                                       2,637             2,639
      Minority interest                                                                           709               106
      Gain on sale of assets                                                                        -                (3)
      Net effect of changes in operating accounts                                               2,632             3,808
                                                                                   -------------------------------------
Operating activities cash flows                                                                77,030            20,347
                                                                                   -------------------------------------
INVESTING ACTIVITIES
Capital expenditures                                                                         (111,449)           (1,672)
Proceeds from sale of assets                                                                        2                11
Collection of notes receivable from unconsolidated affiliates                                   3,287             3,684
Unconsolidated affiliates:
      Investments in and advances to                                                           (5,972)          (28,866)
      Distributions received                                                                    7,149             2,505
                                                                                   -------------------------------------
Investing activities cash flows                                                              (106,983)          (24,338)
                                                                                   -------------------------------------
FINANCING ACTIVITIES
Long-term debt borrowings                                                                     464,000            40,000
Long-term debt repayments                                                                    (355,000)          (20,000)
Cash dividends paid to partners                                                               (33,820)          (30,437)
Cash dividends paid to minority interest by Operating Partnership                                (345)             (311)
Units acquired by consolidated trust                                                                -            (4,727)
Cash contributions from EPCO to minority interest                                                  30                28
                                                                                   -------------------------------------
Financing activities cash flows                                                                74,865           (15,447)
                                                                                   -------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                                        44,912           (19,438)
CASH AND CASH EQUIVALENTS, JANUARY 1                                                            5,230            24,103
                                                                                   =====================================
CASH AND CASH EQUIVALENTS, MARCH 31                                                        $   50,142         $   4,665
                                                                                   =====================================
See Notes to Unaudited Consolidated Financial Statements

                                       3
ENTERPRISE PRODUCTS PARTNERS L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   GENERAL

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

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

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

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

2.   INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

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

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

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

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

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

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

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

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

                                       4
The Company's  investments  in and advances to  unconsolidated  affiliates  also
includes  Venice Energy  Services  Company,  LLC  ("VESCO")  and Dixie  Pipeline
Company ("Dixie"). The VESCO investment consists of a 13.1% economic interest in
a LLC owning a natural gas processing plant, fractionation facilities,  storage,
and gas gathering  pipelines in Louisiana.  The Dixie investment  consists of an
11.5%  interest in a corporation  owning a 1,301-mile  propane  pipeline and the
associated  facilities  extending  from Mont Belvieu,  Texas to North  Carolina.
These investments are accounted for using the cost method.

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

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

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

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

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

                                       5
BEF

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

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

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

3.  ACQUISITIONS

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

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

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

PRO FORMA EFFECT OF ACQUISITIONS

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

                                       6
Revenues                                              $  300,510
                                                =================
Net income                                             $  13,281
                                                =================
Allocation of net income to
      Limited partners                                 $  13,148
                                                =================
      General Partner                                   $    133
                                                =================
Units used in earning per Unit calculations
      Basic                                               66,756
                                                =================
      Diluted                                             81,256
                                                =================
Income per Unit before minority interest
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================
Net income per Unit
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================

4.   LONG-TERM DEBT

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

The following table summarizes long-term debt at:

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

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

$200 MILLION  BANK CREDIT  FACILITY.  In July 1998,  the  Operating  Partnership
entered  into a $200 million bank credit  facility  that  included a $50 million
working  capital  facility and a $150 million  revolving term loan facility.  On

                                       7
March 15, 2000, the Operating Partnership used $169 million of the proceeds from
the issuance of the $350 Million Senior Notes to retire the outstanding  balance
of this credit facility in accordance with its agreement with the banks.

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

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

The  credit  agreement  relating  to this  facility  contains a  prohibition  on
distributions  on, or purchases or  redemptions of Units if any event of default
is  continuing.   In  addition,   the  bank  credit  facility  contains  various
affirmative  and negative  covenants  applicable to the ability of the Operating
Partnership to, among other things, (i) incur certain  additional  indebtedness,
(ii) grant certain  liens,  (iii) sell assets in excess of certain  limitations,
(iv) make investments, (v) engage in transactions with affiliates and (vi) enter
into a  merger,  consolidation,  or sale of  assets.  The bank  credit  facility
requires  that  the  Operating   Partnership  satisfy  the  following  financial
covenants at the end of each fiscal quarter: (i) maintain  Consolidated Tangible
Net Worth (as defined in the bank credit  facility) of at least $250.0  million,
(ii)  maintain a ratio of EBITDA (as  defined in the bank  credit  facility)  to
Consolidated  Interest  Expense (as defined in the bank credit facility) for the
previous  12-month  period of at least 3.5 to 1.0 and (iii)  maintain a ratio of
Total Indebtedness (as defined in the bank credit facility) to EBITDA of no more
than  3.0  to  1.0.  The  Operating  Partnership  was  in  compliance  with  the
restrictive covenants at March 31, 2000.

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

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

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

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

                                       8
In general,  the  proceeds  of the Bonds were used to  reimburse  the  Operating
Partnership  for costs incurred in acquiring and  constructing  the  Pascagoula,
Mississippi natural gas processing plant.

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

5.  CAPITAL STRUCTURE AND EARNINGS PER UNIT

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE COMPANY. The
Second Amended and Restated Agreement of Limited Partnership of the Company (the
"Partnership  Agreement") contains specific provisions for the allocation of net
earnings and losses to the Common Units,  Subordinated Units,  Special Units and
the General Partner.  The Partnership  Agreement also sets forth the calculation
to be used to determine the amount and priority of cash  distributions  that the
Common  Unitholders,  Subordinated  Unitholders  and the  General  Partner  will
receive.

The Partnership Agreement generally authorizes the Company to issue an unlimited
number of additional  limited partner  interests and other equity  securities of
the Company for such  consideration and on such terms and conditions as shall be
established by the General Partner in its sole  discretion  without the approval
of the Unitholders.  During the Subordination  Period,  however, the Company may
not issue equity securities  ranking senior to the Common Units for an aggregate
of more than 22,775,000 Common Units (except for Common Units upon conversion of
Subordinated  Units,  pursuant to employee benefit plans, upon conversion of the
general partner interest as a result of the withdrawal of the General Partner or
in connection with acquisitions or capital  improvements that are accretive on a
per Unit basis) or an equivalent  number of securities  ranking on a parity with
the  Common  Units,  without  the  approval  of the  holders  of at least a Unit
Majority.  A Unit Majority is defined as at least a majority of the  outstanding
Common Units (during the Subordination  Period),  excluding Common Units held by
the  General  Partner  and  its  affiliates,  and at  least  a  majority  of the
outstanding Common Units (after the Subordination Period).

In April 2000,  the Company mailed a Proxy  Statement to its public  unitholders
asking  them to  consider  and vote for a  proposal  to  amend  the  Partnership
Agreement to increase the number of  additional  Common Units that may be issued
during the  Subordination  Period  without the approval of a Unit  Majority from
22,775,000  Common Units to 47,775,000  Common Units. The primary purpose of the
requested increase is to improve the future financial flexibility of the Company
since the TNGL acquisition used 20,500,000 Common Units of the 22,775,000 Common
Units  available to the  partnership  during the  Subordination  Period.  If the
public  unitholders  vote in favor  of the  proposal,  the  Company  would  have
27,275,000 Common Units at its disposal for general partnership purposes.

SUBORDINATED UNITS. The Subordinated Units have no voting rights until converted
into Common Units at the end of the Subordination Period (as defined below). The
Subordination  Period for the Subordinated Units will generally extend until the
first day of any quarter  beginning after June 30, 2003 when the Conversion Test
has been satisfied. Generally, the Conversion Test will have been satisfied when
the  Company  has paid  from  Operating  Surplus  and  generated  from  Adjusted
Operating Surplus the minimum quarterly  distribution on all Units for the three
preceding four-quarter periods. Upon expiration of the Subordination Period, all
remaining  Subordinated  Units will convert  into Common Units on a  one-for-one
basis and will  thereafter  participate  pro rata with the other Common Units in
distributions of Available Cash.

If the Conversion  Test has been met for any quarter ending on or after June 30,
2001,  25% of the  Subordinated  Units will  convert into Common  Units.  If the
Conversion  Test has been met for any quarter  ending on or after June 30, 2002,
an additional 25% of the Subordinated  Units will convert into Common Units. The
early conversion of the second 25% of Subordinated  Units may not occur until at
least one year following the early  conversion of the first 25% of  Subordinated
Units.

SPECIAL UNITS. The 14.5 million Special Units issued do not accrue distributions
and are not entitled to cash  distributions  until their  conversion into Common
Units, which occurs automatically with respect to 1.0 million Units on August 1,

                                       9
2000 (or the day following  the record date for  determining  units  entitled to
receive  distributions  in the second  quarter of 2000),  5.0  million  Units on
August 1, 2001 and 8.5 million Units on August 1, 2002.

Shell has the  opportunity  to earn an  additional  6  million  non-distribution
bearing,  convertible Contingency Units over the next two years based on certain
performance criteria. Shell will earn 3 million convertible Contingency Units if
at any point  during  calendar  year 2000 (or  extensions  thereto  due to force
majeure  events),  gas  production  by Shell  from its  offshore  Gulf of Mexico
producing  properties  and  leases  is 950  million  cubic  feet per day for 180
not-necessarily-consecutive  days or 375  billion  cubic  feet  on a  cumulative
basis. Shell will earn another 3 million convertible Contingency Units if at any
point during  calendar  year 2001 (or  extensions  thereto due to force  majuere
events)  such  gas  production  is 900  million  cubic  feet  per  day  for  180
not-necessarily-consecutive  days or 350  billion  cubic  feet  on a  cumulative
basis.  If  either  or both of the  preceding  performance  tests is not met but
Shell's offshore Gulf of Mexico gas production reaches 725 billion cubic feet on
a cumulative basis in calendar years 2000 and 2001 (or extensions thereto due to
force  majeure  events),  Shell  would  still  earn 6  million  non-distribution
bearing,  convertible  Contingency  Units. If all of the  Contingency  Units are
earned, 1 million Contingency Units would convert into Common Units on August 1,
2002 and 5 million  Contingency  Units would convert into Common Units on August
1, 2003. The Contingency Units do not accrue  distributions and are not entitled
to cash distributions until conversion into Common Units.

Under the rules of the New York Stock Exchange,  conversion of the Special Units
into Common Units requires  approval of the Company's  Unitholders.  The General
Partner has agreed to call a special  meeting of the Unitholders for the purpose
of soliciting  such approval.  EPC Partners II, Inc.  ("EPC II"),  which owns in
excess of 81% of the outstanding  Common Units,  has agreed to vote its Units in
favor of such approval, which will satisfy the approval requirement.

UNITS  ACQUIRED  BY  TRUST.  During  the  first  quarter  of 1999,  the  Company
established a revocable  grantor trust (the "Trust") to fund future  liabilities
of a long-term  incentive  plan.  At March 31, 2000,  the Trust had  purchased a
total of 267,200  Common Units (the "Trust  Units") which are accounted for in a
manner similar to treasury stock under the cost method of accounting.  The Trust
Units are considered outstanding and will receive  distributions;  however, they
are excluded from the calculation of net income per Unit.

EARNINGS PER UNIT.  The Company has no dilutive  securities  that would  require
adjustment to net income for the  computation of diluted  earnings per Unit. The
following is a reconciliation  of the number of units used in the computation of
basic and diluted earnings per Unit for all periods presented.

                                                        AT MARCH 31,
                                                    2000              1999
                                              ------------------------------
Weighted average number of Common
     and Subordinated Units outstanding            66,696             66,756
Weighted average number of Special
     Units to be converted to Common Units         14,500
                                              ------------------------------
Units used to compute diluted
     earnings per Unit                             81,196             66,756
                                              ==============================

The  Contingency  Units  (described  above) to be issued upon achieving  certain
performance  criteria have been excluded from diluted  earnings per Unit because
such tests have not been met at March 31, 2000.

6.  DISTRIBUTIONS

The Company  intends,  to the extent  there is  sufficient  available  cash from
Operating  Surplus,  as defined by the Partnership  Agreement,  to distribute to
each holder of Common Units at least a minimum  quarterly  distribution of $0.45
per Common Unit.  The minimum  quarterly  distribution  is not guaranteed and is
subject to adjustment as set forth in the Partnership Agreement. With respect to
each quarter  during the  subordination  period,  which will  generally  not end
before June 30, 2003,  the Common  Unitholders  will generally have the right to

                                       10
receive the minimum quarterly distribution, plus any arrearages thereon, and the
General  Partner will have the right to receive the related  distribution on its
interest before any  distributions of available cash from Operating  Surplus are
made to the Subordinated Unitholders.

On January 17,  2000,  the Company  declared an increase in its  quarterly  cash
distribution to $0.50 per Unit.

The following is a summary of cash distributions to partnership  interests since
the first quarter of 1999:
CASH DISTRIBUTIONS
                   --------------------------------------------------------------------------
                       PER COMMON     PER SUBORDINATED        RECORD            PAYMENT
                          UNIT              UNIT               DATE              DATE
                   --------------------------------------------------------------------------
1999
    First Quarter        $       0.45      $       0.45     January 29, 1999    February 11, 1999
    Second Quarter       $       0.45      $       0.07     April 30, 1999      May 12, 1999
    Third Quarter        $       0.45      $       0.37     July 30, 1999       August 11, 1999
    Fourth Quarter       $       0.45      $       0.45     October 29, 1999    November 10, 1999
2000
    First Quarter        $       0.50      $       0.50     January 31, 2000    February 10, 2000
    Second Quarter       $       0.50      $       0.50     April 28, 2000      May 10, 2000
      (through May 11, 2000)
7.   SUPPLEMENTAL CASH FLOW DISCLOSURE

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

                                                    THREE MONTHS ENDED
                                                        MARCH 31,
                                                  2000              1999
                                           -------------------------------------
(Increase) decrease in:
      Accounts receivable                         $   (25,840)        $   5,796
      Inventories                                      29,401              (199)
      Prepaid and other current assets                  2,800            (1,941)
      Other assets                                     (2,742)                -
Increase (decrease) in:
      Accounts payable - trade                        (32,856)           (1,517)
      Accrued gas payable                              47,013            10,527
      Accrued expenses                                (10,941)           (3,728)
      Other current liabilities                       (13,455)           (5,130)
      Other liabilities                                 9,252                 -
                                           =====================================
Net effect of changes in operating accounts       $     2,632         $   3,808
                                           =====================================

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

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

                                       11
8.   RECENTLY ISSUED ACCOUNTING STANDARDS

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

9.   FINANCIAL INSTRUMENTS

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

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

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

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

Interest Rate Swaps related to the $350 Million Senior Notes:
FIXED-RATE    FLOATING-RATE  FLOATING-RATE
                                               COUPON         COUPON        SPREAD IN                                      EARLY
                                NOTIONAL       AMOUNT         AMOUNT          SWAP         EFFECTIVE     TERMINATION   CANCELLATION
             BANK                AMOUNT        SWAPPED       RECEIVED       AGREEMENT        DATE            DATE         OPTION
------------------------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank       $50 million     8.25000%       6.95000%      1.30000%  March 22, 2000  March 15, 2005  March 13, 2001
The Bank of Nova Scotia        $50 million     8.25000%       6.95500%      1.29500%  March 22, 2000  March 15, 2005  March 13, 2001
Interest Rate Swaps related to the $54 Million Revenue Bonds:
FIXED-RATE    FLOATING-RATE  FLOATING-RATE
                                               COUPON         COUPON        SPREAD IN                                      EARLY
                                NOTIONAL       AMOUNT         AMOUNT          SWAP        EFFECTIVE     TERMINATION    CANCELLATION
             BANK                AMOUNT        SWAPPED       RECEIVED       AGREEMENT       DATE            DATE           OPTION
------------------------------------------------------------------------------------------------------------------------------------
First Union National Bank     $ 54 million     8.70000%       7.24750%       1.45250%  March 23, 2000  March 1, 2010   March 1, 2003
12
10.  SEGMENT INFORMATION

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

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

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

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

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

                                       13
Information  by  operating  segment,   together  with   reconciliations  to  the
consolidated totals, is presented in the following table:
OPERATING SEGMENTS                          ADJUSTMENTS
                                  ----------------------------------------------------------------------
                                                                                  OCTANE                     AND        CONSOLIDATED
                                  FRACTIONATION    PIPELINES      PROCESSING    ENHANCEMENT   OTHER      ELIMINATIONS      TOTALS
                                  --------------------------------------------------------------------------------------------------

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

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

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

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

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

Investments in and advances
   to unconsolidated affiliates
   At March 31, 2000                103,348         89,737           33,000       60,787                                    286,872
   At December 31, 1999              99,110         85,492           33,000       63,004                                    280,606
A reconciliation of segment gross operating margin to consolidated income before
minority interest follows:
FOR QUARTER ENDED MARCH 31,
                                                                2000               1999
                                                          -------------------------------------
Total segment gross operating margin                             $   91,579         $   22,419
     Depreciation and amortization                                   (8,124)            (4,688)
     Retained lease expense, net                                     (2,637)            (2,666)
     Gain on sale of assets                                               -                  3
     Selling, general and administrative                             (5,384)            (3,000)
                                                          -------------------------------------
Consolidated operating income                                        75,434             12,068
     Interest expense                                                (7,774)            (2,263)
     Interest income from unconsolidated affiliates                     144                397
     Dividend income from unconsolidated affiliates                   1,234                  -
     Interest income - other                                          1,481                284
     Other, net                                                        (363)                75
                                                          =====================================
Consolidated income before minority interest                     $   70,156         $   10,561
                                                          =====================================
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS.

              FOR THE INTERIM PERIODS ENDED MARCH 31, 2000 AND 1999

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

THE COMPANY

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

         The Company is a publicly  traded  master  limited  partnership  (NYSE,
symbol "EPD") that conducts substantially all of its business through ENTERPRISE
PRODUCTS   OPERATING   L.P.  (the   "Operating   Partnership"),   the  Operating
Partnership's  subsidiaries,  and a  number  of  joint  ventures  with  industry
partners.  The Company was formed in April 1998 to acquire, own, and operate all
of the NGL processing and  distribution  assets of Enterprise  Products  Company
("EPCO").  The general partner of the Company,  Enterprise Products GP, LLC (the
"General  Partner"),  a majority-owned  subsidiary of EPCO, holds a 1.0% general
partner  interest in the Company and a 1.0101% general  partner  interest in the
Operating Partnership.

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

GENERAL

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

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

                                       15
three isomerization units and one deisobutanizer  which are held under long-term
leases  with  purchase  options.  The  Company's  operations  in  Louisiana  and
Mississippi  include varying  interests in eleven natural gas processing  plants
with a combined  capacity of 11.0  billion  cubic feet per day  ("Bcfd") and net
capacity of 3.1 Bcfd and four NGL fractionation facilities with a combined gross
capacity  of 281,000  BPD and net  capacity of 131,500  BPD.  In  addition,  the
Company owns and  operates a NGL  fractionation  facility in Petal,  Mississippi
with an average production capacity of 7,000 BPD.

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

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

         Industry Environment

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

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

RESULTS OF OPERATION OF THE COMPANY

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

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

                                       16
extraordinary charges and other income and expense  transactions.  The Company's
equity  earnings from  unconsolidated  affiliates  are included in segment gross
operating margin.

         The  Company's  gross  operating  margin by segment  (in  thousands  of
dollars) along with a  reconciliation  to consolidated  operating income for the
quarters ended March 31, 2000 and 1999 were as follows:

                                                     FOR QUARTER ENDED MARCH 31,
                                                          2000           1999
                                                     ---------------------------
Gross Operating Margin by segment:
     Fractionation                                      $   34,331   $   16,322
     Pipeline                                               14,635        4,501
     Processing                                             39,554        1,091
     Octane enhancement                                      2,505          301
     Other                                                     554          204
                                                      --------------------------
Gross Operating margin total                                91,579       22,419
     Depreciation and amortization                           8,124        4,688
     Retained lease expense, net                             2,637        2,666
     Gain on sale of assets                                      -           (3)
     Selling, general, and administrative expenses           5,384        3,000
                                                      ==========================
Consolidated operating income                           $   75,434   $   12,068
                                                      ==========================

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

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

1999 Acquisitions

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

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

                                       17
Effective  July 1, 1999,  a  subsidiary  of the  Operating  Partnership
acquired  an  additional  25%  interest in the Mont  Belvieu  NGL  fractionation
facility  from Kinder Morgan  Operating LP "A" ("Kinder  Morgan") for a purchase
price of approximately $41.2 million in cash and the assumption of $4 million in
debt. An additional  0.5% interest in the same facility was purchased  from EPCO
for a cash purchase price of $0.9 million.  This acquisition (referred to as the
"MBA  acquisition")  increased the Company's  effective economic interest in the
Mont Belvieu NGL fractionation facility from 37.0% to 62.5%. As a result of this
acquisition,  the  results of  operations  after July 1, 1999 were  consolidated
rather than included in equity in earnings of unconsolidated affiliates.

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

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

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

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

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

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

                                       18
completed  in the  second  quarter  of 2000 to  increase  the  capacity  of this
pipeline to 50,000 BPD.

         Equity earnings from unconsolidated  affiliates in the Pipeline segment
increased  from $0.4  million  in 1999 to $2.7  million  in 2000.  The  greatest
improvement  in  equity  earnings  was from  EPIK  which  posted a $1.4  million
increase  to $1.8  million  in 2000 from $0.4  million  in 1999.  EPIK's  higher
earnings are  attributable  to a 174% increase in export  volumes due to the new
chiller unit that began  operations in the fourth  quarter of 1999.  The Company
recorded a combined $1.0 million in equity income from the Wilprise, Tri-States,
and Belle Rose Systems. Individually, equity earnings from Wilprise, Tri-States,
and Belle Rose were $0.1 million, $0.7 million and $0.2 million, respectively.

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

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

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

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

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

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

PRO FORMA IMPACT OF ACQUISITIONS

         As noted above under 1999  Acquisitions,  the Company acquired TNGL and
MBA in the third quarter of 1999. As a result of these  acquisitions,  revenues,
operating costs and expenses,  interest expense,  and other amounts shown on the
Statements of  Consolidated  Operations for first quarter of 2000 have increased
significantly  over the  amounts  shown  for the  first  quarter  of  1999.  The
following table presents certain unaudited pro forma information for the quarter

                                       19
ended  March 31,  1999 as if the  acquisition  of TNGL  from  Shell and the Mont
Belvieu  fractionator  facility  from Kinder Morgan and EPCO had been made as of
January 1, 1999:

Revenues                                              $  300,510
                                                =================
Net income                                             $  13,281
                                                =================
Allocation of net income to
      Limited partners                                 $  13,148
                                                =================
      General Partner                                   $    133
                                                =================

Units used in earning per Unit calculations
      Basic                                               66,756
                                                =================
      Diluted                                             81,256
                                                =================

Income per Unit before minority interest
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================

Net income per Unit
      Basic                                            $    0.20
                                                =================
      Diluted                                          $    0.16
                                                =================

LIQUIDITY AND CAPITAL RESOURCES

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

         Cash flows from  operating  activities  were a $77.0 million inflow for
the first quarter of 2000 compared to a $20.3 million  inflow for the comparable
period of 1999.  Cash flows from  operating  activities  primarily  reflect  the
effects of net  income,  depreciation  and  amortization,  extraordinary  items,
equity income of unconsolidated  affiliates and changes in working capital.  Net
income  increased  significantly as a result of improved overall margins and the
TNGL  acquisition.  Depreciation  and  amortization  increased  a combined  $4.1
million in the first quarter of 2000 over the comparable  1999 levels  primarily
as a result of  additional  capital  expenditures  and the TNGL and Mont Belvieu
fractionator  acquisitions  in the third quarter of 1999.  Amortization  expense
increased by $1.6 million due to amortization of the intangible asset associated
with the Shell  Processing  Agreement ($0.8  million),  the write-off of prepaid
loan costs  associated  with the payoff of the $200 Million Bank Credit Facility
in March 2000 ($0.2 million) and the continued  amortization of excess costs and
other prepaid loan costs ($0.6 million).  The net effect of changes in operating
accounts  from year to year is  generally  the result of timing of NGL sales and
purchases near the end of the period.

         Cash outflows used in investing  activities  were $107.0 million in the
first quarter of 2000 and $24.3 million for the comparable  period of 1999. Cash
outflows  included capital  expenditures of $111.4 million for the first quarter
of 2000 versus $1.7  million for the same period in 1999.  Capital  expenditures
for the first  quarter of 2000  included  $99.6  million for the purchase of the
Lou-Tex Propylene  Pipeline,  $7.7 million for construction costs on the Lou-Tex
NGL  Pipeline,  and $3.4  million  for  construction  costs on the  Neptune  gas
processing  facility.  Included in the capital expenditures amounts for both the
first  quarter  of 2000  and  first  quarter  of 1999  are  maintenance  capital
expenditures of $0.3 million. Investing cash outflows in 2000 also included $6.0

                                       20
million in advances to and investments in unconsolidated affiliates versus $28.9
million for 1999. The $22.9 million decrease stems primarily from the completion
of the BRF facility and the  Tri-States and Wilprise  pipeline  systems in 1999.
The first quarter of 1999 included  $20.5 million in investments in and advances
to  these  projects  because  each  was  still  under  construction  or  nearing
completion  at the time. On March 8, 2000,  the Company's  offer of February 23,
2000 to buy the remaining  88.5% ownership  interests in Dixie Pipeline  Company
from the other seven owners expired, with no interest being purchased.

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

         Cash flows from financing activities were a $74.9 million inflow in the
first  quarter of 2000  versus a $15.4  million  outflow  for the same period in
1999. Cash flows from financing  activities are primarily affected by repayments
of  long-term  debt,   borrowings   under  the  long-term  debt  agreements  and
distributions  to the partners.  The first quarter of 2000 includes the proceeds
from the sale of the $350  Million  Senior  Notes  and the $54  Million  Revenue
Bonds.  Also included are the March 2000 payments made to retire the outstanding
balances on the $200 Million and $350 Million Bank Credit  Facilities  using the
proceeds of the Senior Notes and Revenue Bonds. For a complete discussion of the
Senior Notes and Revenue Bonds, see the section below entitled "Senior Notes and
Revenue Bonds." Cash flows from financing activities for 1999 also reflected the
net purchase of $4.7 million of Common Units by a consolidated trust.

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

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

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

         DISTRIBUTIONS AND DIVIDENDS FROM UNCONSOLIDATED AFFILIATES

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

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

                                       21
LONG-TERM DEBT

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

         The following table summarizes long-term debt at:

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

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

         Bank Credit Facilities

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

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

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

         The credit agreement  relating to this facility  contains a prohibition
on  distributions  on,  or  purchases  or  redemptions  of Units if any event of
default is continuing.  In addition,  the bank credit facility  contains various
affirmative and negative covenants  applicable to the ability of the Company to,
among  other  things,  (i) incur  certain  additional  indebtedness,  (ii) grant
certain  liens,  (iii) sell assets in excess of certain  limitations,  (iv) make
investments,  (v) engage in  transactions  with affiliates and (vi) enter into a
merger, consolidation, or sale of assets. The bank credit facility requires that
the Operating  Partnership  satisfy the following financial covenants at the end
of each fiscal quarter: (i) maintain Consolidated Tangible Net Worth (as defined

                                       22
in the bank credit  facility) of at least $250.0 million,  (ii) maintain a ratio
of EBITDA (as  defined in the bank credit  facility)  to  Consolidated  Interest
Expense (as  defined in the bank  credit  facility)  for the  previous  12-month
period of at least 3.5 to 1.0 and (iii)  maintain a ratio of Total  Indebtedness
(as defined in the bank credit  facility)  to EBITDA of no more than 3.0 to 1.0.
The Company was in compliance with the restrictive covenants at March 31, 2000.

         Senior Notes and Revenue Bonds

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

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

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

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

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

         Interest Rate Swaps

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

         At March 31, 2000,  the Operating  Partnership  had three interest rate
swaps  outstanding  with banks.  The notional amount of these swaps totaled $154
million,  with $100  million  expiring in five years on the Senior Notes and $54
million  expiring in ten years on the Revenue Bonds. The notional amount is used
to measure  the volume of these  contracts  and does not  represent  exposure to
credit  loss.  In the  event of  default  by a  counterparty,  the risk in these
transactions  is the cost of  replacing  the  interest-rate  contract at current
market rates. The

                                       23
Operating  Partnership  monitors  its  positions  and the credit  ratings of its
counterparties.  Management believes the risk of incurring losses is remote, and
that if incurred,  such losses would be  immaterial.  At March 31, 2000, the two
interest rate swaps on the Senior Notes had  effectively  reduced the fixed-rate
interest of 8.25% to floating-rate interest of 6.95% on a notional amount of $50
million and to floating-rate interest of 6.955% on an additional notional amount
of $50  million.  With  regards to the interest  rate swap  associated  with the
Revenue Bonds, the swap had effectively reduced the fixed-rate interest of 8.70%
to  7.2475% on a  notional  amount of $54  million.  The  effective  date of the
interest rate swap agreements related to the Senior Notes was March 22, 2000 and
the Revenue Bonds was March 23, 2000.

PROXY MATERIAL REGARDING AMENDMENT TO PARTNERSHIP AGREEMENT

         The Partnership  Agreement generally authorizes the Company to issue an
unlimited  number of  additional  limited  partner  interests  and other  equity
securities  of the  Company  for  such  consideration  and  on  such  terms  and
conditions as shall be established by the General Partner in its sole discretion
without  the  approval  of the  Unitholders.  During the  Subordination  Period,
however,  the  Company may not issue  equity  securities  ranking  senior to the
Common Units for an aggregate of more than  22,775,000  Common Units (except for
Common Units upon conversion of Subordinated Units, pursuant to employee benefit
plans,  upon  conversion  of the  general  partner  interest  as a result of the
withdrawal of the General Partner or in connection with  acquisitions or capital
improvements  that are accretive on a per Unit basis) or an equivalent number of
securities  ranking on a parity with the Common  Units,  without the approval of
the holders of at least a Unit Majority.  A Unit Majority is defined as at least
a majority of the outstanding  Common Units (during the  Subordination  Period),
excluding  Common Units held by the General Partner and its  affiliates,  and at
least a majority  of the  outstanding  Common  Units  (after  the  Subordination
Period).

         In April  2000,  the  Company  mailed a Proxy  Statement  to its public
unitholders  asking  them to  consider  and vote  for a  proposal  to amend  the
Partnership Agreement to increase the number of additional Common Units that may
be issued  during  the  Subordination  Period  without  the  approval  of a Unit
Majority from 22,775,000  Common Units to 47,775,000  Common Units.  The primary
purpose of the requested increase is to improve the future financial flexibility
of the Company since the TNGL  acquisition  used 20,500,000  Common Units of the
22,775,000  Common Units available to the partnership  during the  Subordination
Period.  If the public  unitholders  vote in favor of the proposal,  the Company
would have  27,275,000  Common  Units at its  disposal  for general  partnership
purposes.

MTBE FACILITY

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

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

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

                                       24
Sun, the MTBE facility's major customer and one of the partners of BEF,
has entered into a contract with BEF to take all of the MTBE production  through
September  2004.  Under the terms of its agreement  with BEF, Sun is required to
pay through May 2000,  the higher of a floor price or a  market-based  price for
the first 193,450,000  gallons per contract year (running June 1 through May 31)
of production from the BEF facility, subject to quarterly adjustments on certain
volumes.  The floor price  arrangement  coincided  with the five-year  term loan
amortization  of BEF. Sun is required to pay a  market-based  priced for volumes
produced in excess of  193,450,000  gallons per contract  year.  Generally,  the
floor price charged by BEF to Sun has been above the spot market price for MTBE.
For example,  the floor price for March 2000 was approximately  $1.15 per gallon
compared to the average Gulf Coast MTBE spot price of $1.03 per gallon.  For the
first  quarter of 2000,  the floor price  averaged  $1.18 per gallon  versus the
average  Gulf Coast MTBE spot price of $.97 per gallon.  Beginning in June 2000,
pricing on all volumes will convert to market-based rates with the final payment
on the BEF term loan occurring in May 2000.

YEAR 2000 READINESS DISCLOSURE

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

ACCOUNTING STANDARDS

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

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS AND INFORMATION

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

                                       25
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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

INTEREST RATE RISK

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

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

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

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

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

         Other.  At March 31, 2000 and December 31, 1999,  the Company had $50.1
million and $5.2 million  invested in cash and cash  equivalents,  respectively.
All cash equivalent investments other than cash are highly liquid, have original
maturities of less than three months,  and are considered to have  insignificant
interest rate risk.

COMMODITY PRICE RISK

         The  Company  is  exposed  to  commodity  price  risk  through  its NGL
businesses acquired in the TNGL acquisition. In order to effectively manage this
risk, the Company may enter into swaps, forwards, commodity futures, options and
other derivative  commodity  instruments with similar  characteristics  that are
permitted  by contract or business  custom to be settled in cash or with another
financial  instrument.  The purpose of these risk  management  activities  is to
hedge  exposure to price risks  associated  with natural  gas, NGL  inventories,
commitments and certain anticipated  transactions.  The table below presents the
hypothetical  changes in fair values arising from immediate  selected  potential
changes  in  the  quoted  market  prices  of  derivative  commodity  instruments
outstanding  at  December  31,  1999 and March 31,  2000.  Gain or loss on these
derivative commodity instruments would be offset by a corresponding gain or loss
on the hedged commodity positions, which are not included in the table. The fair
value of the  commodity  futures at  December  31,  1999 and March 31,  2000 was
estimated at $0.5 million  payable and $0.7  million  receivable,  respectively,
based on quoted market prices of comparable  contracts and  approximate the gain
or loss that would have been  realized if the  contracts had been settled at the
balance  sheet date.  The change in fair value of the  commodity  futures  since
December 31, 1999 is primarily due to an increase in volumes  hedged,  change in
composition of commodities hedged and higher natural gas prices.
(MILLIONS OF DOLLARS)                 NO CHANGE             10% INCREASE                   10% DECREASE
                                      ---------             ------------                   ------------

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

Commodity futures
At December 31, 1999              $   (0.5)      $     1.2       $     1.7      $    (2.2)      $    (1.7)
       At March 31, 2000                 $    0.7       $     1.9       $     1.2      $    (0.4)      $    (1.1)
27
PART II.    OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

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

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

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

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

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       29
*10.2     Form of EPCO  Agreement  between  Enterprise  Products  Partners L.P.,
          Enterprise  Products Operating L.P.,  Enterprise  Products GP, LLC and
          Enterprise Products Company (Exhibit 10.2 to Registration Statement on
          Form S-1/A, File No. 333-52537, filed on July 21, 1998).

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       30
*25.1     Statement of Eligibility and  Qualification  under the Trust Indenture
          Act of 1939 on Form T-1 of First Union National Bank. (Exhibit 25.1 on
          Form 8-K filed March 10, 2000).

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

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

27.1      Financial Data Schedule

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

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

         (b) REPORTS ON FORM 8-K

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

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

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

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

                                       31
SIGNATURES

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

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

                                      By:  Enterprise Products GP, LLC
                                           as General Partner

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