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, 1999

                                       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 12, 1999.


<PAGE>
<TABLE>
<CAPTION>
               Enterprise Products Partners L.P. and Subsidiaries

                                TABLE OF CONTENTS


                                                                                Page
                                                                                 No.         
Part I.  Financial Information

Item 1.  Financial Statements
<S>                                                                             <C>
Enterprise Products Partners L.P. Unaudited Consolidated Financial Statements:
    
         Consolidated Balance Sheets,  March 31, 1999 and December 31, 1998     1

         Statements of Consolidated Operations
                  for the Three Months ended March 31, 1999 and 1998            2

         Statements of Consolidated Cash Flows
                  for the Three Months ended March 31, 1999 and 1998            3

         Notes to Unaudited Consolidated Financial Statements                   4-6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                  7-16

Item 3.  Quantitative and Qualitative Disclosures about Market Risk             16

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K                                       17-18

         Signature Page                                                         19
 


</TABLE>























<PAGE>

                                                                 
                          PART 1. FINANCIAL INFORMATION.
                          Item 1. FINANCIAL STATEMENTS.

                        Enterprise Products Partners L.P.
                           Consolidated Balance Sheets
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                             December 31,      March 31,
                                   ASSETS                                       1998             1999
                                                                           ----------------------------------
<S>                                                                           <C>              <C>
Current Assets
       Cash and cash equivalents                                              $  24,103        $   4,665
       Accounts receivable - trade                                               57,288           54,584
       Accounts receivable - affiliates                                          15,546           12,454
       Inventories                                                               17,574           17,773
       Current maturities of participation in notes receivable from
           unconsolidated affiliates                                             14,737           14,737
       Prepaid and other current assets                                           8,445           10,386
                                                                           ----------------------------------
                        Total current assets                                    137,693          114,599
Property, Plant and Equipment, Net                                              499,793          496,769
Investments in and Advances to Unconsolidated Affiliates                         91,121          119,045
Participation in Notes Receivable from Unconsolidated Affiliates                 11,760            8,076
Other Assets                                                                        670              453
                                                                           ==================================  
                        Total                                                 $ 741,037        $ 738,942
                                                                           ==================================

                        LIABILITIES AND PARTNERS' EQUITY    

Current Liabilities
       Accounts payable - trade                                               $  36,586        $  35,069
       Accrued gas payables                                                      27,183           37,668
       Accrued expenses                                                           7,540            3,854
       Other current liabilities                                                 11,462            6,332
                                                                           ----------------------------------
                        Total current liabilities                                82,771           82,923
Long-Term Debt                                                                   90,000          110,000
Minority Interest                                                                 5,730            5,553
Commitments and Contingencies
Partners' Equity
       Common Units                                                             433,082          416,671
       Subordinated Units                                                       123,829          118,343
       General Partner                                                            5,625            5,452
                                                                           ----------------------------------
                        Total Partners' Equity                                  562,536          540,466
                                                                           ==================================
                        Total                                                 $ 741,037        $ 738,942
                                                                           ==================================
</TABLE>
            See Notes to Unaudited Consolidated Financial Statements

                                       1

<PAGE>
                   PART I. FINANCIAL INFORMATION. (continued)
                    Item 1. FINANCIAL STATEMENTS. (continued)

                        Enterprise Products Partners L.P.
                      Statements of Consolidated Operations
                                   (Unaudited)
                 (Amounts in thousands, except per Unit amounts)
<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31,
                                                       1998            1999
                                                  ------------------------------
<S>                                                   <C>             <C>
REVENUES                                              $ 190,517       $ 147,314
COST AND EXPENSES
Operating costs and expenses                            181,447         133,812
Selling, general and administrative                       5,754           3,000
                                                  ------------------------------
         Total                                          187,201         136,812
                                                  ------------------------------
OPERATING INCOME                                          3,316          10,502
                                                  ------------------------------
OTHER INCOME (EXPENSE)
Interest expense                                         (6,734)         (2,046)
Equity income in unconsolidated affiliates                2,822           1,563
Interest income from unconsolidated affiliates                -             397     
Interest income - other                                     275             284
Other, net                                                    2            (139)
                                                  ------------------------------
          Other income  (expense)                        (3,635)             59
                                                  ------------------------------
INCOME BEFORE MINORITY INTEREST                            (319)         10,561
MINORITY INTEREST                                             3            (106)
                                                  ==============================
NET INCOME                                            $    (316)       $ 10,455
                                                  ==============================
ALLOCATION OF NET INCOME TO:
          Limited partners                            $    (313)       $ 10,350
                                                  ==============================
          General partner                             $      (3)       $    105
                                                  ==============================
NET INCOME PER UNIT                                   $   (0.01)       $   0.16
                                                  ==============================
WEIGHTED-AVERAGE NUMBER OF UNITS
          OUTSTANDING                                    54,963          66,756
                                                  ==============================
</TABLE>
            See Notes to Unaudited Consolidated Financial Statements

                                       2





<PAGE>

                    PART 1. FINANCIAL INFORMATION. (continued)
                    Item 1. FINANCIAL STATEMENTS. (continued)

                        Enterprise Products Partners L.P.
                      Statements of Consolidated Cash Flows
                                   (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                   1998          1999
                                                                               --------------------------
<S>                                                                             <C>           <C>
OPERATING ACTIVITIES
Net income                                                                      $  (316)      $ 10,455
Adjustments to reconcile net income to cash flows provided by
      (used for) operating activities:
      Depreciation and amortization                                               4,623          4,905
      Equity in income of unconsolidated affiliates                              (2,822)        (1,563)
      Leases paid by EPCO                                                             -          2,639
      Minority interest                                                              (3)           106
      Gain on sale of assets                                                          -             (3)
      Net effect of changes in operating accounts                               (37,471)         3,808
                                                                               --------------------------
Operating activities cash flows                                                 (35,989)        20,347
                                                                               --------------------------
INVESTING ACTIVITIES
Capital expenditures                                                             (1,935)        (1,672)
Proceeds from sale of assets                                                          -             11
Collection of notes receivable from unconsolidated affiliates                         -          3,684
Unconsolidated affiliates:
      Investments in and advances to                                             (2,958)       (28,866)
      Distributions received                                                      1,245          2,505
                                                                               --------------------------
Investing activities cash flows                                                  (3,648)       (24,338)
                                                                               --------------------------
FINANCING ACTIVITIES
Long-term debt borrowings                                                             -         40,000
Long-term debt repayments                                                        (2,874)       (20,000)
Net decrease in restricted cash                                                  (5,360)             -
Cash dividends paid to partners                                                       -        (30,437)
Cash dividends paid to minority interest                                              -           (311)
Units acquired by consolidated trusts                                                 -         (4,727)
Cash contributions from EPCO to minority interest                                     -             28
                                                                               --------------------------
Financing activities cash flows                                                  (8,234)       (15,447)
                                                                               --------------------------
CASH CONTRIBUTIONS FROM EPCO                                                     31,316              -
NET CHANGE IN CASH AND CASH EQUIVALENTS                                         (16,555)       (19,438)
CASH AND CASH EQUIVALENTS, JANUARY 1                                             18,941         24,103
                                                                               ==========================
CASH AND CASH EQUIVALENTS, MARCH 31                                            $  2,386       $  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,  1999  and  its
consolidated  results of  operations  and cash flows for the three month periods
ended March 31, 1999 and 1998.  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 for the year ended
December 31, 1998 ("Form 10-K").

The  results of  operations  for the three  months  ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full year.

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, 1999, the Company's significant unconsolidated affiliates accounted
for by the equity method included the following:

     Belvieu  Environmental  Fuels  ("BEF") - a 33-1/3%  economic  interest in a
     Methyl Tertiary Butyl Ether ("MTBE") production facility.

     Mont  Belvieu  Associates  ("MBA") - a 49%  economic  interest in an entity
     which owns a 50% interest in a NGL fractionation facility.

     Entell NGL  Services,  LLC  ("Entell") - a 50%  economic  interest in a NGL
     transportation  and distribution  system located in Louisiana and southeast
     Texas.

     Baton Rouge Fractionators LLC ("BRF") - a 27.5% economic interest in a NGL
     fractionation  facility which is under  construction and scheduled to begin
     production during the second quarter of 1999.

     EPIK Terminalling L.P. and EPIK Gas Liquids, LLC (collectively, "EPIK") - a
     50%  aggregate  economic  interest in a  refrigerated  NGL marine  terminal
     loading facility which is under  construction and scheduled to become fully
     operational in the fourth quarter of 1999.

     Wilprise Pipeline  Company,  LLC ("Wilprise") - a 33-1/3% economic interest
     in a NGL pipeline  system that is scheduled  to become  operational  in the
     second quarter of 1999 in conjunction  with the availability of product and
     the startup of the BRF NGL fractionation facility.

                                       4
<PAGE>

The Company's  investments  in and advances to  unconsolidated  affiliates  also
includes Tri-States NGL Pipeline, LLC ("Tri-States").  The Tri-States investment
consists of a 16-2/3%  economic  interest in a NGL pipeline  system which become
operational on March 26, 1999.  This  investment is accounted for using the cost
method in accordance with generally accepted accounting principles.

Other joint ventures  included  various entities in the formation stage at March
31, 1999.

Investments in and advances to unconsolidated affiliates at:
<TABLE>
<CAPTION>
                                      December 31,      March 31,
                                          1998            1999
                                    ---------------------------------
<S>                                   <C>             <C>
BEF................................   $  50,079       $  54,236
MBA................................      12,551          10,020
BRF................................      17,896          22,216
EPIK...............................       5,667          10,512
Wilprise...........................       4,873           6,894
Entell.............................           -             288
Tri-States.........................          55          14,094
Other..............................           -             785
                                    =================================
         Total                        $  91,121       $ 119,045
                                    =================================
</TABLE>
Equity in income of unconsolidated affiliates for the:
<TABLE>
<CAPTION>
                                          Three Months ended
                                      March 31,        March 31,
                                         1998            1999
                                    --------------------------------
<S>                                   <C>              <C>
BEF................................   $     875        $    301
MBA................................       1,947             760
BRF................................           -            (143)
EPIK...............................           -             397
Entell.............................           -             248
                                   =================================
         Total                        $   2,822        $  1,563
                                   =================================
</TABLE>
3.   SUPPLEMENTAL CASH FLOW DISCLOSURE

The net effect of changes in operating assets and liabilities is as follows:
<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                       March 31,
                                                  1998            1999
                                            ------------------------------
<S>                                           <C>             <C>
(Increase) decrease in:                      
      Accounts receivable...................  $   6,799       $   5,796
      Inventories...........................     (2,141)           (199)
      Prepaid and other current assets......        348          (1,941)
      Other assets..........................       (267)              -
Increase (decrease) in:
      Accounts payable - trade..............    (21,076)         (1,517)
      Accrued gas payable...................     (7,363)         10,485
      Accrued expenses......................     (3,954)         (3,686)
      Other current liabilities.............     (9,817)         (5,130)
                                            ==============================
Net effect of changes in operating accounts   $ (37,471)      $   3,808
                                            ==============================
</TABLE>

                                       5
<PAGE>

4.   RECENTLY ISSUED ACCOUNTING STANDARDS

Recent Statements of Financial  Accounting Standards ("SFAS") include (effective
for all fiscal  quarters of fiscal years beginning after June 15, 1999) SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."  Management
is currently studying this SFAS item for its possible impact on the consolidated
financial  statements.  On April 3, 1998,  the  American  Institute of Certified
Public Accountants issued Statement of Position ("SOP") 98-5,  "Reporting on the
Costs of Start-Up  Activities." For years beginning after December 15, 1998, SOP
98-5  generally  requires  that all  start-up  costs of a business  activity  be
charged to expense as incurred and any start-up costs previously deferred should
be  written  off as a  cumulative  effect of a change in  accounting  principle.
Adoption  of SOP  98-5  during  1999  did  not  have a  material  impact  on the
consolidated  financial  statements  except for a $4.5 million noncash write-off
that occurred on January 1, 1999 of the unamortized balance of deferred start-up
costs of BEF,  in which the  Company  owns a 33-1/3%  interest.  This  write-off
caused a $1.5  million  reduction  in the  equity in  income  of  unconsolidated
affiliates for 1999 and a corresponding reduction in the Company's investment in
unconsolidated affiliates.

5.   CAPITAL STRUCTURE

At March 31, 1999, the Company had 33,552,915  Common Units  outstanding held by
Enterprise  Products  Company  (the  Company's  ultimate  parent or "EPCO")  and
12,000,000  Common Units  outstanding  held by third  parties.  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  (the  "Plan").
Provisions of the Plan were not finalized as of May 12, 1999. At March 31, 1999,
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 in accordance with generally accepted accounting principles.

6.  DISTRIBUTIONS

On January 12, 1999, the Company  declared a quarterly  distribution of $.45 per
Unit for the fourth quarter of 1998,  which was paid on February 11, 1999 to all
Unitholders of record on January 29, 1999. The Company declared its distribution
for the first quarter of 1999 on April 16, 1999 in the amount of $.45 per Common
Unit. The first quarter 1999 distribution will be paid on May 12, 1999 to Common
Unitholders of record on April 30, 1999.

7.   SUBSEQUENT EVENTS

On April 20, 1999, the Company and Tejas Energy, LLC ("Tejas"),  an affiliate of
Shell Oil Company ("Shell"), announced that they had agreed to general terms for
a business  combination  encompassing  the Company and a substantial  portion of
Tejas' natural gas liquids ("NGL")  business.  The agreed upon terms contemplate
Tejas  contributing  certain  NGL assets to the  Company  for which  Tejas would
receive an equity interest in the Company and other consideration.

The completion of this transaction would form a strategic  business  combination
comprising a fully integrated Gulf Coast NGL processing, fractionation, storage,
and  transportation  business.  It would also  establish  a  strategic  alliance
between  the Company  and Shell  whereby  the  Company  would have the rights to
process  Shell's  current and future Gulf of Mexico  natural gas  production and
market the NGLs recovered.

Any  transaction  resulting  from the agreed  upon terms would be subject to the
Company and Tejas successfully executing a definitive agreement;  satisfactorily
completing  their  respective  due  diligence   reviews;   receiving   requisite
regulatory  approvals  and  receiving  approvals  from each  company's  board of
directors. The parties anticipate the closing of this transaction in mid-1999.

                                       6
<PAGE>

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

             For the Interim Periods ended March 31, 1999 and 1998

     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

     The Company is a leading  integrated North American  provider of processing
and  transportation  services to domestic  and foreign  producers of natural gas
liquids  ("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  manages NGL  processing  facilities,
storage facilities,  pipelines, and rail transportation  facilities,  and methyl
tertiary  butyl ether  ("MTBE")  and  propylene  production  and  transportation
facilities in which it has a direct and indirect ownership.

     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 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)  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; (ii) converts
normal butane to isobutane through the process of isomerization;  (iii) produces
MTBE from isobutane and methanol;  and (iv) 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  processing  operations  are  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 operated by the Company 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;  (ii) the  largest  butane
isomerization  complex in the United States with an average isobutane production
capacity of 116,000  barrels per day;  (iii) one of the largest MTBE  production
facilities  in the United States with an average  production  capacity of 14,800
barrels  per day;  and (iv) two  propylene  fractionation  units with an average
combined  production capacity of 30,000 barrels per day. The Company owns all of
the  assets  at its  Mont  Belvieu  facility  except  for the NGL  fractionation
facility,  in which it owns an effective  37.0%  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,

                                       7
<PAGE>

in which it owns a 33-1/3% interest;  and one of its three  isomerization  units
and one  deisobutanizer  which are held under  long-term  leases  with  purchase
options. The Company also owns and operates  approximately 35 million barrels of
storage  capacity at Mont Belvieu and elsewhere that are an integral part of its
processing  operations,  a network of approximately 500 miles of pipelines along
the Gulf Coast and a NGL  fractionation  facility in Petal,  Mississippi with an
average  production  capacity of 7,000  barrels per day. The Company also leases
and operates one of only two commercial NGL import/export  terminals on the Gulf
Coast.

         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.

     Historically,  when the price of crude oil is a multiple  of ten or more to
the price of natural gas (i.e.,  crude oil $20 per barrel and natural gas $2 per
thousand cubic feet  ("MCF")),  NGL pricing has been strong due to increased use
in manufacturing petrochemicals. In 1998, the industry experienced an annualized
multiple of approximately six (i.e., crude oil $12 per barrel and natural gas $2
per MCF),  which  caused  petrochemical  manufacturing  demand  to  change  from
reliance on NGLs to a preference for crude oil derivatives. This change resulted
in the lowering of both the 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.
 
         NGL Fractionation

     The profitability of this business unit depends on the volume of mixed NGLs
that  the  Company  processes  for its  toll  customers  and the  level  of toll
processing fees charged to its customers.  The most significant variable cost of
fractionation  is the cost of energy  required  to operate the units and to heat
the mixed NGLs to effect separation of the NGL products.  The Company is able to
reduce  its  energy  costs  by  capturing  excess  heat and  re-using  it in its
operations.  Additionally,  the Company's NGL fractionation processing contracts
typically  contain  escalation  provisions  for cost  increases  resulting  from
increased variable costs,  including energy costs. The Company's interest in the
operations of its NGL  fractionation  facilities  at Mont Belvieu  consists of a
directly-owned  12.5% undivided  interest and a 49.0% economic  interest in MBA,
which in turn owns a 50.0% undivided interest in such facilities.  The Company's
12.5%  interest is recorded as part of revenues and expenses,  and its effective
24.5% economic interest is recorded as an equity investment in an unconsolidated
subsidiary.

         Isomerization

     The  profitability  of this  business  unit depends on the volume of normal
butane that the Company isomerizes (i.e.,  converts) into isobutane for its toll
processing  customers,  the  level  of  toll  processing  fees  charged  to  its
customers,  and  the  margins  generated  from  selling  isobutane  to  merchant
customers.  The Company's  toll  processing  customers pay the Company a fee for
isomerizing their normal butane into isobutane.  In addition,  the Company sells
isobutane  that  it  obtains  by  isomerizing   normal  butane  into  isobutane,
fractionating  mixed butane into  isobutane  and normal  butane,  or  purchasing
isobutane in the spot market.  The Company  determines  the optimal  sources for
isobutane to meet sales  obligations based on current and expected market prices
for isobutane and normal butane, volumes of mixed butane held in inventory,  and
estimated costs of isomerization and mixed butane fractionation.

                                       8
<PAGE>


     The Company purchases most of its imported mixed butanes between the months
of February and October.  During these  months,  the Company is able to purchase
imported  mixed  butanes at prices that are often at a discount to posted market
prices.  Because of its  storage  capacity,  the  Company is able to store these
imports  until the summer  months when the spread  between  isobutane and normal
butane  typically widens or until winter months when the prices of isobutane and
normal butane typically rise. As a result,  inventory investment is generally at
its  highest  level at the end of the third  quarter  of the year.  Should  this
spread  not  materialize,  or in the  event  absolute  prices  decline,  margins
generated  from  selling  isobutane  to  merchant  customers  may be  negatively
affected.

         Propylene Fractionation

     The  profitability  of  this  business  unit  depends  on  the  volumes  of
refinery-sourced  propane/propylene  mix that the Company processes for its toll
customers,  the level of toll  processing  fees charged to its customers and the
margins  associated  with  buying  refinery-sourced  propane/propylene  mix  and
selling  high  purity   propylene  to  meet  sales  contracts  with  non-tolling
customers.

         Pipelines

     The  Company  operates  both  interstate  and  intrastate  NGL  product and
propylene pipelines.  The Company's interstate pipelines are common carriers and
must  provide  service to any shipper who  requests  transportation  services at
rates regulated by the Federal Energy Regulatory Commission ("FERC"). One of the
Company's  intrastate  pipelines is a common  carrier  regulated by the State of
Louisiana.  The  profitability  of this business unit is primarily  dependent on
pipeline throughput volumes.

         Unconsolidated Affiliates

     In  January  1999,  the  Company  announced  the  formation  of a new joint
venture,  Entell NGL Services,  LLC  ("Entell"),  for the  development  of a NGL
transportation and distribution system.  Entell anticipates that the system will
be capable of distributing  products from key NGL sources in southern  Louisiana
directly to major NGL markets,  including the lower  Mississippi River corridor,
Dixie  pipeline,  Lake Charles,  Louisiana and Mont  Belvieu,  Texas.  Entell is
equally  owned by the Company and Tejas (a Shell  subsidiary).  Entell  leases a
portion of the Company's  Sorrento  pipeline  system  connecting  several market
centers in Louisiana,  including Breaux Bridge, Tebone, Riverside, Sorrento, and
Garyville.  These assets have the capacity to move a total of 80,000 barrels per
day.

     In addition to Entell,  at March 31, 1999, the Company's other  significant
unconsolidated affiliates were BEF, MBA, EPIK, BRF, Tri-States and Wilprise. BEF
owns the MTBE  production  facility  operated by the Company at its Mont Belvieu
complex.  MBA  owns  a 50%  interest  in a NGL  fractionation  facility  at  the
Company's Mont Belvieu  complex.  EPIK owns a refrigerated  NGL marine  terminal
loading facility located on the Houston ship channel. An expansion of EPIK's NGL
marine terminal loading facility is under way and is scheduled for completion in
the fourth quarter of 1999. BRF owns a NGL fractionation facility which is under
construction in Louisiana.  This facility is expected to begin operations in the
second  quarter  of  1999.   Tri-States   owns  a  NGL  pipeline  in  Louisiana,
Mississippi,  and Alabama which became  operational on March 26, 1999.  Wilprise
owns a NGL  pipeline in  Louisiana.  Management  anticipates  that the  Wilprise
pipeline will become  operational  in the second  quarter of 1999 in conjunction
with the  availability  of  product  and the  startup  of the BRF  fractionation
facility.










                                       9
<PAGE>

Results of Operations

     The  Company's  operating  margins  by  business  unit for the three  month
periods ended March 31, 1998 and 1999 were as follows:

<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                          March 31,
                                                      1998          1999
                                                 -----------------------------
<S>                                               <C>             <C>
Operating Margin:
      NGL Fractionation.........................  $    841       $   806
      Isomerization.............................     2,654         5,637
      Propylene Fractionation...................     2,012         5,086
      Pipeline..................................     3,275         2,094
      Storage and Other Plants..................       288          (121)
                                                 =============================
Total                                             $  9,070      $ 13,502
                                                 =============================
</TABLE>
     The Company's  plant  production data (in thousands of barrels per day) for
the three month periods ended March 31, 1998 and 1999 were as follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                          March 31,
                                                      1998          1999
                                                 -----------------------------
<S>                                                    <C>           <C>     
Plant Production Data:
      NGL Fractionation.........................       207           150
      Isomerization.............................        62            67
      MTBE......................................        10            12
      Propylene Fractionation...................        24            23
</TABLE>
     The Company's equity in income of unconsolidated  affiliates (in thousands)
for the three month periods ended March 31, 1998 and 1999 were as follows:

<TABLE>
<CAPTION>
                                                     Three Months ended
                                                         March 31,
                                                     1998          1999
                                                -----------------------------
<S>                                               <C>           <C>
Equity in income of unconsolidated affiliates:
      BEF.......................................  $   875       $   301
      MBA.......................................    1,947           760
      BRF.......................................        -         (143)
      EPIK......................................        -           397
      Entell....................................        -           248
                                                =============================
Total                                             $ 2,822       $ 1,563
                                                =============================
</TABLE>
First Quarter 1999 Compared with First Quarter 1998

     Revenues; Costs and Expenses

     The Company's  revenues decreased by 23% to $147.3 million in 1999 compared
to $190.5 million in 1998. The Company's costs and expenses  decreased by 26% to
$133.8  million in 1999  compared to $181.4  million in 1998.  Both revenues and
cost of goods sold  decreased from 1998 to 1999 due to sharp declines in average
NGL prices.  For example,  isobutane  prices  decreased  from an average of 36.3
cents per  gallon in 1998 to 29.2  cents per  gallon in 1999.  Operating  margin
increased by 48% to $13.5 million in 1999 compared to $9.1 million in 1998.

                                       10
<PAGE>



     NGL Fractionation. The Company's operating margin for NGL fractionation was
$0.8  million  for both 1999 and 1998.  Excluding  the  positive  effect of $0.6
million in overhead expenses and support facility cost reimbursements from joint
venture  partners in 1999,  the Company's  NGL  fractionation  operating  margin
decreased  75% to $0.2 million in 1999 from $0.8 million in 1998.  Average daily
fractionation  volumes  decreased from 207 MBPD ("thousands of barrels per day")
in 1998 to 150 MBPD in 1999.  During  the first  quarter  of 1999,  natural  gas
prices  remained  higher than the energy unit  equivalent of ethane;  therefore,
upstream natural gas processing plants rejected ethane which reduced the volumes
delivered to Company  facilities for  fractionation  services.  The Company took
advantage of the reduced demand for its fractionation  services during the first
quarter of 1999 to perform certain preventative maintenance procedures on one of
its  fractionation  facilities  that are generally  required  every two to three
years.

     Isomerization.  The Company's operating margin for isomerization  increased
107% to $5.6 million in 1999 compared to $2.7 million in 1998. Isobutane volumes
from tolling and merchant  activities  for the first quarter of 1999 averaged 96
MBPD as compared to 92 MBPD for the same period in 1998.  The  operating  margin
for 1999 included a $0.7 million  benefit from the  amortization of the deferred
gain   associated   with  the  sale  and  leaseback  of  one  of  the  Company's
isomerization units. Excluding this benefit, the operating margin for 1999 would
have been $4.9 million as compared to $2.7 million in 1998.

     Average daily toll processing volumes were 56 MBPD in 1999, or 84% of total
volumes produced, compared to 54 MBPD in 1998, or 86% of total volumes produced.
Isobutane  volumes related to merchant  activities were 40 MBPD in 1999 compared
to 38 MBPD in 1998.  Demand for  isobutane  is seasonal  based on the demand for
motor gasoline and its additives  which is generally at seasonal lows during the
first  quarter of the year.  In addition,  demand for isobutane was lower during
both the first quarters of 1999 and 1998 due to the required annual  maintenance
of the BEF facility.

     Propylene  Fractionation.  The Company's operating margin increased 155% to
$5.1 million in 1999 from $2.0 million in 1998 despite slightly lower production
volumes. Propylene production averaged 23 MBPD in 1999 as compared to 24 MBPD in
1998.  The earnings  improvement  was  primarily  attributable  to the Company's
actions to minimize  risk in the merchant  portion of this  business by matching
the volume, timing and price of feedstock purchases with sales of end products.

     Pipeline.  The Company's operating margin from pipeline operations was $2.1
million  in 1999  compared  to $3.3  million in 1998.  Throughput  for the first
quarter of 1999 averaged 170 MBPD as compared to 183 MBPD for the same period in
1998. The decrease in operating margin and throughput was primarily attributable
to a decrease in import volumes.

          Selling, General and Administrative Expenses

     Selling, general and administrative expenses decreased $2.8 million to $3.0
million in 1999 from $5.8 million in 1998.  This  decrease was  primarily due to
the  adoption  of the  EPCO  Agreement  in July  1998 in  conjunction  with  the
Company's  initial public  offering  ("IPO") which fixed  reimbursable  selling,
general, and administrative expenses at $1.0 million per month.

                                       11


<PAGE>

          Interest Expense

     Interest  expense was $2.0 million in 1999 and $6.7  million in 1998.  This
decrease was  principally  due to the reduced level of average debt  outstanding
during the first quarter of 1999  attributable to the retirement of debt in July
1998 using proceeds from the Company's IPO.

     Equity Income in Unconsolidated  Affiliates 

     Equity  income  in  unconsolidated  affiliates  was  $1.6  million  in 1999
compared to $2.8 million in 1998. Equity income from BEF decreased 67% from $0.9
million in 1998 to $0.3 million in 1999. Equity income from BEF for both periods
was affected by required annual  maintenance on the Company's MTBE facility that
generally takes the unit out of production for approximately three weeks. Equity
income from BEF during 1999 also includes a $1.5 million non-cash charge for the
cumulative  effect of a change in accounting  principal related to the write-off
of deferred  start-up  costs as  prescribed  by  generally  accepted  accounting
principles.  Equity  income from MBA  decreased 58% to $0.8 million in 1999 from
$1.9 million in 1998 due to decreased  throughput caused by ethane rejection and
downtime  associated  with  preventative   maintenance  activities.   Among  the
Company's new projects,  equity income from EPIK was $0.4 million and Entell was
$0.3 million. BRF, which is still in the development stage, showed a slight loss
of $0.1 million.


Financial Condition and Liquidity

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.  Expansion  capital  expenditures  for current
projects are expected to be funded with working capital and borrowings under the
revolving bank credit facility  described below while capital  expenditures  for
future  expansion  activities  are  expected  to be funded  with cash flows from
operating activities and borrowings under the revolving bank credit facility.

     Cash flows from  operating  activities  were a $20.3 million inflow for the
first  quarter of 1999 compared to a $36.0  million  outflow for the  comparable
period of 1998.  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.
Depreciation and  amortization  increased by $0.3 million in 1999 as a result of
additional capital expenditures. 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 from investing activities were $24.3 million in 1999 and $3.6
million  for the  comparable  period of 1998.  Cash  outflows  included  capital
expenditures of $1.7 million for 1999 and $1.9 million for 1998. Included in the
capital  expenditures  amounts  are  maintenance  capital  expenditures  of $0.3
million for 1999 and $0.5 million for 1998. Investing cash outflows in 1999 also
included  $28.9  million  in  advances  to  and  investments  in  unconsolidated
affiliates  versus $3.0  million for the  comparable  period of 1998.  The $25.9
million  increase  stems  primarily  from  contributions  made to the  Wilprise,
Tri-States,  and BRF joint  ventures  located in  Louisiana.  Also,  the Company
received $3.7 million in payments on notes receivable from the BEF and MBA notes
purchased during 1998 with the proceeds of the Company's IPO.

     Cash flows from financing  activities  were a $15.4 million outflow in 1999
versus a $8.2 million outflow for the comparable period of 1998. Cash flows from
financing  activities  are affected  primarily by repayments of long-term  debt,
borrowings  under  the  long-term  debt  agreements  and  distributions  to  the
partners.  Cash flows from  financing  activities  for 1999 also  reflected  the
purchase of $4.7 million of Common Units by a consolidated trust.

                                       12
<PAGE>

          Future Capital Expenditures

     The Company  currently  estimates that its share of remaining  expenditures
for  significant  capital  projects in fiscal 1999 will be  approximately  $10.6
million. These expenditures relate to the construction of joint venture projects
which will be recorded as additional  investments in unconsolidated  affiliates.
The Company expects to finance these  expenditures  out of operating cash flows,
remaining  proceeds from its IPO and borrowings  under its bank credit facility.
As of March 31,  1999,  the Company  had $7.1  million in  outstanding  purchase
commitments associated with its capital projects.

     Distributions from Unconsolidated Affiliates;  Loan Participations

     Distributions  to the Company  from MBA were $1.1  million in 1999 and $1.2
million in 1998.  Distributions from BEF in 1999 were $0.3 million. Prior to the
first  quarter  of  1998,  BEF  was  prohibited  under  the  terms  of its  bank
indebtedness from making  distributions to its owners.  The restrictions  lapsed
during the first  quarter  of 1998 as a result of BEF  having  repaid 50% of the
principal  on  such   indebtedness,   with  the  Company   receiving  its  first
distribution from BEF in April 1998.  Distributions  from EPIK in 1999 were $1.1
million.  EPIK was formed in the second quarter of 1998 and had no distributions
until the third quarter of 1998.

     In  connection   with  the  IPO  in  July  1998,   the  Company   purchased
participation  interests  in a bank  loan  to MBA and a bank  loan  to BEF.  The
Company acquired an approximate $7.7 million participation  interest in the bank
debt of MBA,  which bears  interest  at a floating  rate per annum of LIBOR plus
0.75% and  matures on  December  31,  2001.  The  Company is  receiving  monthly
principal  payments,  aggregating  approximately  $1.7  million  per year,  plus
interest from MBA during the term of the loan.  The Company will receive a final
payment of principal  and interest of $1.8  million upon  maturity.  The Company
acquired an approximate $26.1 million  participation  interest in a bank loan to
BEF,  which  bears  interest  at a floating  rate per annum at either the bank's
prime  rate,  CD rate,  or the  Eurodollar  rate plus the  applicable  margin as
defined in the facility  and matures on May 31,  2000.  The Company is receiving
quarterly  principal  payments of approximately  $3.3 million plus interest from
BEF during the term of the loan.

     Bank Credit Facility

     In  July  1998,   Enterprise   Products   Operating  L.P.  (the  "Operating
Partnership") entered into a $200.0 million bank credit facility that includes a
$50.0 million working capital facility and a $150.0 million  revolving term loan
facility. The $150.0 million revolving term loan facility includes a sublimit of
$30.0  million  for  letters of credit.  As of March 31,  1999,  the Company has
borrowed  $110.0  million under the bank credit facility. 

     The  Company's  obligations  under the bank credit  facility are  unsecured
general  obligations  and are  non-recourse to the General  Partner.  Borrowings
under the 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 bank credit  facility will expire after two years and all amounts
borrowed  thereunder  shall be due and  payable on such  date.  There must be no
amount   outstanding  under  the  working  capital  facility  for  at  least  15
consecutive days during each fiscal year.

     The credit  agreement  relating to the 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
in the bank credit facility) of at least  $257,000,000  plus 75% of the net cash
proceeds from the sale of equity  securities of the Company that are contributed
to the Operating Partnership, (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 3.50 to 1.0 and
iii)  maintain a ratio of Total  Indebtedness  (as  defined  in the bank  credit
facility) to EBITDA of no more than 2.25 to 1.0.

                                       13
<PAGE>

     A "Change of Control" constitutes an Event of Default under the bank credit
facility.  A Change of Control includes any of the following events:  (i) Dan L.
Duncan  (and  certain  affiliates)  cease  to own (a) at  least  51% (on a fully
converted, fully diluted basis) of the economic interest in the capital stock of
EPCO or (b) an aggregate number of shares of capital stock of EPCO sufficient to
elect a majority  of the board of  directors  of EPCO;  (ii) EPCO ceases to own,
through a wholly owned  subsidiary,  at least 95% of the outstanding  membership
interest  in the  General  Partner  and at least 51% of the  outstanding  Common
Units;  (iii)  any  person  or  group  beneficially  owns  more  than 20% of the
outstanding  Common  Units;  (iv) the General  Partner  ceases to be the general
partner of the Company or the Operating  Partnership;  or (v) the Company ceases
to be the sole limited partner of the Operating Partnership.


MTBE Production

     The Company owns a 33-1/3%  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.  On March 25,  1999,  the  Governor  of
California ordered the phase-out of MTBE in that state by the end of 2002 due to
allegations by several public advocacy and protest groups that MTBE contaminates
water  supplies,  causes  health  problems  and has not  been as  beneficial  in
reducing  air  pollution  as  originally  contemplated.  The order also seeks to
obtain a waiver of the  oxygenate  requirement  from the  federal  Environmental
Protection  Agency ("EPA") in order to facilitate  the  phase-out.  In addition,
legislation  to amend the federal  Clean Air Act of 1990 has been  introduced in
the U.S.  House  of  Representatives  to ban the use of MTBE as a fuel  additive
within three years.  Legislation  introduced in the U.S.  Senate would eliminate
the Clean Air Act's oxygenate  requirement in order to assist the elimination of
MTBE in fuel.  No assurance  can be given as to whether this or similar  federal
legislation  ultimately  will be adopted or  whether  Congress  or the EPA might
takes steps to override  the MTBE ban in  California.  The EPA has formed a Blue
Ribbon Panel (the "Panel") to review the use of  oxygenates  in gasoline,  which
has held several public  meetings.  The EPA also plans to conduct studies of the
health  effects of MTBE.  The Panel is  expected to issue a report to the EPA in
July 1999, but the health studies will not be completed for several years. It is
not possible to predict what  recommendations the Panel will make or whether the
EPA will act on them or to predict the results of the health studies.

     The  Company  is  developing  a  contingency  plan  for use of the BEF MTBE
facility if MTBE were banned.  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 $15  million to $20  million
range.  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  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.


Year 2000 Readiness Disclosure

     Pursuant to the EPCO  Agreement,  any selling,  general and  administrative
expenses  related  to Year 2000  compliance  issues  are  covered  by the annual
administrative  services  fee paid by the  Company to EPCO.  Consequently,  only
those costs  incurred in connection  with Year 2000  compliance  which relate to
operational  information  systems  and  hardware  will be paid  directly  by the
Company.

     Since  1997,  EPCO has been  assessing  the impact of Year 2000  compliance
issues  on the  software  and  hardware  used by the  Company.  A team is in the
process of  reviewing  and  documenting  the status of EPCO's and the  Company's
systems for Year 2000 compliance. The key information systems still under review

                                       14
<PAGE>

include  the  Company's  pipeline   Supervisory  Control  and  Data  Acquisition
("SCADA") system,  plant,  storage,  and other pipeline  operating  systems.  In
connection with each of these areas,  consideration  is being given to hardware,
operating  systems,  applications,  data  base  management,  system  interfaces,
electronic  transmission,  and  outside  vendors.  Work on these  systems  is in
varying  degrees of  completion.  We are pleased to announce  that work has been
completed on the financial  and human  resource  systems of EPCO.  Both of these
systems are now fully Year 2000 compliant.

     As of March 31, 1999, EPCO had spent  approximately  $131,500 in connection
with Year 2000  compliance  and has  estimated  the future costs to  approximate
$207,000.  This  cost  estimate  does  not  include  internal  costs  of  EPCO's
previously  existing  resources and personnel  that might be partially  used for
Year 2000  compliance  or cost of normal  system  upgrades  which also  included
various Year 2000  compliance  features or fixes.  Such internal costs have been
determined to be materially  insignificant  to the total  estimated cost of Year
2000 compliance.

     At this time, the Company  believes its total cost for known or anticipated
remediation of its information systems to make them Year 2000 compliant will not
be material to its financial position or its ability to sustain  operations.  As
of March 31, 1999, the Company has incurred expenditures  aggregating $60,000 in
connection  with Year 2000  compliance.  The Company  expects future spending to
approximate $966,000  (principally for the SCADA system) to complete the project
and become fully  compliant with all Year 2000 issues.  This estimated cost does
not  include  the  Company's  internal  costs  related  to  previously  existing
resources and personnel  that might be partially  used for  remediation  of Year
2000  compliance  issues.  Such  internal  costs  have  been  determined  to  be
materially  insignificant  to the total estimated cost of Year 2000  compliance.
These  amounts  are  current  cost  estimates  and  actual  future  costs  could
potentially  be  higher  or lower  than the  estimates.  The  Company  relies on
third-party  suppliers for certain  systems,  products and  services,  including
telecommunications.  There  can  be no  assurance  that  the  systems  of  other
companies on which the  Company's  systems rely also will timely be compliant or
that any such  failure  to be  compliant  by another  company  would not have an
adverse  effect  on  the  Company's  systems.  The  Company  has  received  some
preliminary  information  concerning Year 2000 compliance status from a group of
critical suppliers and vendors, and anticipates receiving additional information
in the near future.  This information will assist the Company in determining the
extent to which it may be vulnerable to those third parties'  failure to address
their Year 2000 compliance issues.

     Management  believes it has a program to address  the Year 2000  compliance
issue in a timely  manner.  Completion of the plan and testing of replacement or
modified systems is anticipated during the third quarter of 1999.  Nevertheless,
since it is not possible to anticipate all possible future outcomes,  especially
when third  parties  are  involved,  there could be  circumstances  in which the
Company would be unable to invoice customers or collect payments. The failure to
correct a material Year 2000 compliance  problem could result in an interruption
in or  failure  of certain  normal  business  activities  or  operations  of the
Company.  Such failures could have a material adverse effect on the Company. The
amount of potential liability and lost revenue has not been estimated.

     The  Company  is  continuing  its  work on  contingency  plans  to  address
unavoided or unavoidable risks associated with Year 2000 compliance issues.

Accounting Standards

     Recent  Statements  of  Financial  Accounting  Standards  ("SFAS")  include
(effective  for all fiscal  quarters of fiscal  years  beginning  after June 15,
1999)  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities."  Management  is currently  studying this SFAS item for its possible
impact on the consolidated financial statements.  On April 3, 1998, the American
Institute of Certified Public  Accountants  issued Statement of Position ("SOP")
98-5, "Reporting on the Costs of Start-Up Activities." For years beginning after
December 15, 1998,  SOP 98-5  generally  requires  that all start-up  costs of a
business  activity  be charged to expense as  incurred  and any  start-up  costs
previously  deferred should be written off as a cumulative effect of a change in
accounting  principle.  Adoption of SOP 98-5 during 1999 did not have a material
impact  on the  consolidated  financial  statements  except  for a $4.5  million

                                       15
<PAGE>

noncash write-off that occurred on January 1, 1999 of the unamortized balance of
deferred  start-up  costs of BEF, in which the Company owns a 33-1/3%  interest.
This  write-off  caused a $1.5  million  reduction  in the  equity  in income of
unconsolidated  affiliates  for  1999  and  a  corresponding  reduction  in  the
Company's investment in unconsolidated affiliates.

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.


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 its  investments  in financial  instruments  and
changes in  commodity  prices.  The Company  may,  but  generally  does not, use
derivative financial instruments (i.e., futures,  forwards,  swaps, options, and
other  financial   instruments  with  similar   characteristics)  or  derivative
commodity instruments (i.e., commodity futures, forwards, swaps, or options, and
other commodity  instruments with similar  characteristics that are permitted by
contract  or  business  custom to be settled in cash or with  another  financial
instrument)  to  mitigate  either of these  risks.  The return on the  Company's
financial   investments   is  generally   not   affected  by  foreign   currency
fluctuations.  The Company does not use  derivative  financial  instruments  for
speculative  purposes.  At  March  31,  1999,  the  Company  had  no  derivative
instruments in place to cover any potential  interest rate,  foreign currency or
other financial instrument risk.

     At March 31, 1999,  the Company had $4.7 million  invested in cash and cash
equivalents.  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.  The  Company's  inventory  of NGLs and NGL
products at March 31, 1999,  was $17.8 million.  Inventories  are carried at the
lower of cost or market.  A 10% adverse change in commodity  prices would result
in an  approximate  $1.8  million  decrease  in the fair value of the  Company's
inventory, based on a sensitivity analysis at March 31, 1999. Actual results may
differ  materially.  All the Company's  long-term  debt is at variable  interest
rates;  a 10% change in the base rate selected  would have an  approximate  $0.6
million effect on the amount of interest expense for the year based upon amounts
outstanding at March 31, 1999.



 




                                       16
<PAGE>

PART II.    OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

         (a) Exhibits

          *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).

          *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 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).

          *10.1Articles 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).

          *10.2Form 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).

          *10.3Transportation  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).

          *10.4Venture 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).

          *10.5Partnership  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).

                                       17
<PAGE>

          *10.6Amended 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).

          *10.7Articles 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).

          *10.8First  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).

          *10.9Propylene  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).

          27.1 Financial Data Schedule

         * Asterisk indicates exhibits incorporated by reference as indicated

         (b) Reports on Form 8-K

         None.









                                       18
<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 12, 1999                        By:      /s/ Gary L. Miller
                                                     ---------------------------
                                                     Executive Vice President
                                                     Chief Financial Officer 
                                                     and Treasurer

                                       19
[{"type": "10-Q", "sequence": "1", "description": "FORM 10-Q", "secsgml_size_bytes": 77738}]
{"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": "99618681"}, "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, 1999

                                       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 12, 1999.
Enterprise Products Partners L.P. and Subsidiaries

                                TABLE OF CONTENTS

                                                                                Page
                                                                                 No.         
Part I.  Financial Information

Item 1.  Financial Statements
Enterprise Products Partners L.P. Unaudited Consolidated Financial Statements:
    
         Consolidated Balance Sheets,  March 31, 1999 and December 31, 1998     1

         Statements of Consolidated Operations
                  for the Three Months ended March 31, 1999 and 1998            2

         Statements of Consolidated Cash Flows
                  for the Three Months ended March 31, 1999 and 1998            3

         Notes to Unaudited Consolidated Financial Statements                   4-6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                  7-16

Item 3.  Quantitative and Qualitative Disclosures about Market Risk             16

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K                                       17-18

         Signature Page                                                         19
PART 1. FINANCIAL INFORMATION.
                          Item 1. FINANCIAL STATEMENTS.

                        Enterprise Products Partners L.P.
                           Consolidated Balance Sheets
                             (Amounts in thousands)
December 31,      March 31,
                                   ASSETS                                       1998             1999
                                                                           ----------------------------------
Current Assets
       Cash and cash equivalents                                              $  24,103        $   4,665
       Accounts receivable - trade                                               57,288           54,584
       Accounts receivable - affiliates                                          15,546           12,454
       Inventories                                                               17,574           17,773
       Current maturities of participation in notes receivable from
           unconsolidated affiliates                                             14,737           14,737
       Prepaid and other current assets                                           8,445           10,386
                                                                           ----------------------------------
                        Total current assets                                    137,693          114,599
Property, Plant and Equipment, Net                                              499,793          496,769
Investments in and Advances to Unconsolidated Affiliates                         91,121          119,045
Participation in Notes Receivable from Unconsolidated Affiliates                 11,760            8,076
Other Assets                                                                        670              453
                                                                           ==================================  
                        Total                                                 $ 741,037        $ 738,942
                                                                           ==================================

                        LIABILITIES AND PARTNERS' EQUITY    

Current Liabilities
       Accounts payable - trade                                               $  36,586        $  35,069
       Accrued gas payables                                                      27,183           37,668
       Accrued expenses                                                           7,540            3,854
       Other current liabilities                                                 11,462            6,332
                                                                           ----------------------------------
                        Total current liabilities                                82,771           82,923
Long-Term Debt                                                                   90,000          110,000
Minority Interest                                                                 5,730            5,553
Commitments and Contingencies
Partners' Equity
       Common Units                                                             433,082          416,671
       Subordinated Units                                                       123,829          118,343
       General Partner                                                            5,625            5,452
                                                                           ----------------------------------
                        Total Partners' Equity                                  562,536          540,466
                                                                           ==================================
                        Total                                                 $ 741,037        $ 738,942
                                                                           ==================================
See Notes to Unaudited Consolidated Financial Statements

                                       1
PART I. FINANCIAL INFORMATION. (continued)
                    Item 1. FINANCIAL STATEMENTS. (continued)

                        Enterprise Products Partners L.P.
                      Statements of Consolidated Operations
                                   (Unaudited)
                 (Amounts in thousands, except per Unit amounts)
Three Months Ended
                                                             March 31,
                                                       1998            1999
                                                  ------------------------------
REVENUES                                              $ 190,517       $ 147,314
COST AND EXPENSES
Operating costs and expenses                            181,447         133,812
Selling, general and administrative                       5,754           3,000
                                                  ------------------------------
         Total                                          187,201         136,812
                                                  ------------------------------
OPERATING INCOME                                          3,316          10,502
                                                  ------------------------------
OTHER INCOME (EXPENSE)
Interest expense                                         (6,734)         (2,046)
Equity income in unconsolidated affiliates                2,822           1,563
Interest income from unconsolidated affiliates                -             397     
Interest income - other                                     275             284
Other, net                                                    2            (139)
                                                  ------------------------------
          Other income  (expense)                        (3,635)             59
                                                  ------------------------------
INCOME BEFORE MINORITY INTEREST                            (319)         10,561
MINORITY INTEREST                                             3            (106)
                                                  ==============================
NET INCOME                                            $    (316)       $ 10,455
                                                  ==============================
ALLOCATION OF NET INCOME TO:
          Limited partners                            $    (313)       $ 10,350
                                                  ==============================
          General partner                             $      (3)       $    105
                                                  ==============================
NET INCOME PER UNIT                                   $   (0.01)       $   0.16
                                                  ==============================
WEIGHTED-AVERAGE NUMBER OF UNITS
          OUTSTANDING                                    54,963          66,756
                                                  ==============================
See Notes to Unaudited Consolidated Financial Statements

                                       2
PART 1. FINANCIAL INFORMATION. (continued)
                    Item 1. FINANCIAL STATEMENTS. (continued)

                        Enterprise Products Partners L.P.
                      Statements of Consolidated Cash Flows
                                   (Unaudited)
                             (Dollars in Thousands)
Three Months Ended
                                                                                        March 31,
                                                                                   1998          1999
                                                                               --------------------------
OPERATING ACTIVITIES
Net income                                                                      $  (316)      $ 10,455
Adjustments to reconcile net income to cash flows provided by
      (used for) operating activities:
      Depreciation and amortization                                               4,623          4,905
      Equity in income of unconsolidated affiliates                              (2,822)        (1,563)
      Leases paid by EPCO                                                             -          2,639
      Minority interest                                                              (3)           106
      Gain on sale of assets                                                          -             (3)
      Net effect of changes in operating accounts                               (37,471)         3,808
                                                                               --------------------------
Operating activities cash flows                                                 (35,989)        20,347
                                                                               --------------------------
INVESTING ACTIVITIES
Capital expenditures                                                             (1,935)        (1,672)
Proceeds from sale of assets                                                          -             11
Collection of notes receivable from unconsolidated affiliates                         -          3,684
Unconsolidated affiliates:
      Investments in and advances to                                             (2,958)       (28,866)
      Distributions received                                                      1,245          2,505
                                                                               --------------------------
Investing activities cash flows                                                  (3,648)       (24,338)
                                                                               --------------------------
FINANCING ACTIVITIES
Long-term debt borrowings                                                             -         40,000
Long-term debt repayments                                                        (2,874)       (20,000)
Net decrease in restricted cash                                                  (5,360)             -
Cash dividends paid to partners                                                       -        (30,437)
Cash dividends paid to minority interest                                              -           (311)
Units acquired by consolidated trusts                                                 -         (4,727)
Cash contributions from EPCO to minority interest                                     -             28
                                                                               --------------------------
Financing activities cash flows                                                  (8,234)       (15,447)
                                                                               --------------------------
CASH CONTRIBUTIONS FROM EPCO                                                     31,316              -
NET CHANGE IN CASH AND CASH EQUIVALENTS                                         (16,555)       (19,438)
CASH AND CASH EQUIVALENTS, JANUARY 1                                             18,941         24,103
                                                                               ==========================
CASH AND CASH EQUIVALENTS, MARCH 31                                            $  2,386       $  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,  1999  and  its
consolidated  results of  operations  and cash flows for the three month periods
ended March 31, 1999 and 1998.  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 for the year ended
December 31, 1998 ("Form 10-K").

The  results of  operations  for the three  months  ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full year.

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, 1999, the Company's significant unconsolidated affiliates accounted
for by the equity method included the following:

     Belvieu  Environmental  Fuels  ("BEF") - a 33-1/3%  economic  interest in a
     Methyl Tertiary Butyl Ether ("MTBE") production facility.

     Mont  Belvieu  Associates  ("MBA") - a 49%  economic  interest in an entity
     which owns a 50% interest in a NGL fractionation facility.

     Entell NGL  Services,  LLC  ("Entell") - a 50%  economic  interest in a NGL
     transportation  and distribution  system located in Louisiana and southeast
     Texas.

     Baton Rouge Fractionators LLC ("BRF") - a 27.5% economic interest in a NGL
     fractionation  facility which is under  construction and scheduled to begin
     production during the second quarter of 1999.

     EPIK Terminalling L.P. and EPIK Gas Liquids, LLC (collectively, "EPIK") - a
     50%  aggregate  economic  interest in a  refrigerated  NGL marine  terminal
     loading facility which is under  construction and scheduled to become fully
     operational in the fourth quarter of 1999.

     Wilprise Pipeline  Company,  LLC ("Wilprise") - a 33-1/3% economic interest
     in a NGL pipeline  system that is scheduled  to become  operational  in the
     second quarter of 1999 in conjunction  with the availability of product and
     the startup of the BRF NGL fractionation facility.

                                       4
The Company's  investments  in and advances to  unconsolidated  affiliates  also
includes Tri-States NGL Pipeline, LLC ("Tri-States").  The Tri-States investment
consists of a 16-2/3%  economic  interest in a NGL pipeline  system which become
operational on March 26, 1999.  This  investment is accounted for using the cost
method in accordance with generally accepted accounting principles.

Other joint ventures  included  various entities in the formation stage at March
31, 1999.

Investments in and advances to unconsolidated affiliates at:
December 31,      March 31,
                                          1998            1999
                                    ---------------------------------
BEF................................   $  50,079       $  54,236
MBA................................      12,551          10,020
BRF................................      17,896          22,216
EPIK...............................       5,667          10,512
Wilprise...........................       4,873           6,894
Entell.............................           -             288
Tri-States.........................          55          14,094
Other..............................           -             785
                                    =================================
         Total                        $  91,121       $ 119,045
                                    =================================
Equity in income of unconsolidated affiliates for the:
Three Months ended
                                      March 31,        March 31,
                                         1998            1999
                                    --------------------------------
BEF................................   $     875        $    301
MBA................................       1,947             760
BRF................................           -            (143)
EPIK...............................           -             397
Entell.............................           -             248
                                   =================================
         Total                        $   2,822        $  1,563
                                   =================================
3.   SUPPLEMENTAL CASH FLOW DISCLOSURE

The net effect of changes in operating assets and liabilities is as follows:
Three Months Ended
                                                       March 31,
                                                  1998            1999
                                            ------------------------------
(Increase) decrease in:                      
      Accounts receivable...................  $   6,799       $   5,796
      Inventories...........................     (2,141)           (199)
      Prepaid and other current assets......        348          (1,941)
      Other assets..........................       (267)              -
Increase (decrease) in:
      Accounts payable - trade..............    (21,076)         (1,517)
      Accrued gas payable...................     (7,363)         10,485
      Accrued expenses......................     (3,954)         (3,686)
      Other current liabilities.............     (9,817)         (5,130)
                                            ==============================
Net effect of changes in operating accounts   $ (37,471)      $   3,808
                                            ==============================
5
4.   RECENTLY ISSUED ACCOUNTING STANDARDS

Recent Statements of Financial  Accounting Standards ("SFAS") include (effective
for all fiscal  quarters of fiscal years beginning after June 15, 1999) SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."  Management
is currently studying this SFAS item for its possible impact on the consolidated
financial  statements.  On April 3, 1998,  the  American  Institute of Certified
Public Accountants issued Statement of Position ("SOP") 98-5,  "Reporting on the
Costs of Start-Up  Activities." For years beginning after December 15, 1998, SOP
98-5  generally  requires  that all  start-up  costs of a business  activity  be
charged to expense as incurred and any start-up costs previously deferred should
be  written  off as a  cumulative  effect of a change in  accounting  principle.
Adoption  of SOP  98-5  during  1999  did  not  have a  material  impact  on the
consolidated  financial  statements  except for a $4.5 million noncash write-off
that occurred on January 1, 1999 of the unamortized balance of deferred start-up
costs of BEF,  in which the  Company  owns a 33-1/3%  interest.  This  write-off
caused a $1.5  million  reduction  in the  equity in  income  of  unconsolidated
affiliates for 1999 and a corresponding reduction in the Company's investment in
unconsolidated affiliates.

5.   CAPITAL STRUCTURE

At March 31, 1999, the Company had 33,552,915  Common Units  outstanding held by
Enterprise  Products  Company  (the  Company's  ultimate  parent or "EPCO")  and
12,000,000  Common Units  outstanding  held by third  parties.  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  (the  "Plan").
Provisions of the Plan were not finalized as of May 12, 1999. At March 31, 1999,
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 in accordance with generally accepted accounting principles.

6.  DISTRIBUTIONS

On January 12, 1999, the Company  declared a quarterly  distribution of $.45 per
Unit for the fourth quarter of 1998,  which was paid on February 11, 1999 to all
Unitholders of record on January 29, 1999. The Company declared its distribution
for the first quarter of 1999 on April 16, 1999 in the amount of $.45 per Common
Unit. The first quarter 1999 distribution will be paid on May 12, 1999 to Common
Unitholders of record on April 30, 1999.

7.   SUBSEQUENT EVENTS

On April 20, 1999, the Company and Tejas Energy, LLC ("Tejas"),  an affiliate of
Shell Oil Company ("Shell"), announced that they had agreed to general terms for
a business  combination  encompassing  the Company and a substantial  portion of
Tejas' natural gas liquids ("NGL")  business.  The agreed upon terms contemplate
Tejas  contributing  certain  NGL assets to the  Company  for which  Tejas would
receive an equity interest in the Company and other consideration.

The completion of this transaction would form a strategic  business  combination
comprising a fully integrated Gulf Coast NGL processing, fractionation, storage,
and  transportation  business.  It would also  establish  a  strategic  alliance
between  the Company  and Shell  whereby  the  Company  would have the rights to
process  Shell's  current and future Gulf of Mexico  natural gas  production and
market the NGLs recovered.

Any  transaction  resulting  from the agreed  upon terms would be subject to the
Company and Tejas successfully executing a definitive agreement;  satisfactorily
completing  their  respective  due  diligence   reviews;   receiving   requisite
regulatory  approvals  and  receiving  approvals  from each  company's  board of
directors. The parties anticipate the closing of this transaction in mid-1999.

                                       6
Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS.

             For the Interim Periods ended March 31, 1999 and 1998

     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

     The Company is a leading  integrated North American  provider of processing
and  transportation  services to domestic  and foreign  producers of natural gas
liquids  ("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  manages NGL  processing  facilities,
storage facilities,  pipelines, and rail transportation  facilities,  and methyl
tertiary  butyl ether  ("MTBE")  and  propylene  production  and  transportation
facilities in which it has a direct and indirect ownership.

     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 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)  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; (ii) converts
normal butane to isobutane through the process of isomerization;  (iii) produces
MTBE from isobutane and methanol;  and (iv) 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  processing  operations  are  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 operated by the Company 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;  (ii) the  largest  butane
isomerization  complex in the United States with an average isobutane production
capacity of 116,000  barrels per day;  (iii) one of the largest MTBE  production
facilities  in the United States with an average  production  capacity of 14,800
barrels  per day;  and (iv) two  propylene  fractionation  units with an average
combined  production capacity of 30,000 barrels per day. The Company owns all of
the  assets  at its  Mont  Belvieu  facility  except  for the NGL  fractionation
facility,  in which it owns an effective  37.0%  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,

                                       7
in which it owns a 33-1/3% interest;  and one of its three  isomerization  units
and one  deisobutanizer  which are held under  long-term  leases  with  purchase
options. The Company also owns and operates  approximately 35 million barrels of
storage  capacity at Mont Belvieu and elsewhere that are an integral part of its
processing  operations,  a network of approximately 500 miles of pipelines along
the Gulf Coast and a NGL  fractionation  facility in Petal,  Mississippi with an
average  production  capacity of 7,000  barrels per day. The Company also leases
and operates one of only two commercial NGL import/export  terminals on the Gulf
Coast.

         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.

     Historically,  when the price of crude oil is a multiple  of ten or more to
the price of natural gas (i.e.,  crude oil $20 per barrel and natural gas $2 per
thousand cubic feet  ("MCF")),  NGL pricing has been strong due to increased use
in manufacturing petrochemicals. In 1998, the industry experienced an annualized
multiple of approximately six (i.e., crude oil $12 per barrel and natural gas $2
per MCF),  which  caused  petrochemical  manufacturing  demand  to  change  from
reliance on NGLs to a preference for crude oil derivatives. This change resulted
in the lowering of both the 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.
 
         NGL Fractionation

     The profitability of this business unit depends on the volume of mixed NGLs
that  the  Company  processes  for its  toll  customers  and the  level  of toll
processing fees charged to its customers.  The most significant variable cost of
fractionation  is the cost of energy  required  to operate the units and to heat
the mixed NGLs to effect separation of the NGL products.  The Company is able to
reduce  its  energy  costs  by  capturing  excess  heat and  re-using  it in its
operations.  Additionally,  the Company's NGL fractionation processing contracts
typically  contain  escalation  provisions  for cost  increases  resulting  from
increased variable costs,  including energy costs. The Company's interest in the
operations of its NGL  fractionation  facilities  at Mont Belvieu  consists of a
directly-owned  12.5% undivided  interest and a 49.0% economic  interest in MBA,
which in turn owns a 50.0% undivided interest in such facilities.  The Company's
12.5%  interest is recorded as part of revenues and expenses,  and its effective
24.5% economic interest is recorded as an equity investment in an unconsolidated
subsidiary.

         Isomerization

     The  profitability  of this  business  unit depends on the volume of normal
butane that the Company isomerizes (i.e.,  converts) into isobutane for its toll
processing  customers,  the  level  of  toll  processing  fees  charged  to  its
customers,  and  the  margins  generated  from  selling  isobutane  to  merchant
customers.  The Company's  toll  processing  customers pay the Company a fee for
isomerizing their normal butane into isobutane.  In addition,  the Company sells
isobutane  that  it  obtains  by  isomerizing   normal  butane  into  isobutane,
fractionating  mixed butane into  isobutane  and normal  butane,  or  purchasing
isobutane in the spot market.  The Company  determines  the optimal  sources for
isobutane to meet sales  obligations based on current and expected market prices
for isobutane and normal butane, volumes of mixed butane held in inventory,  and
estimated costs of isomerization and mixed butane fractionation.

                                       8
The Company purchases most of its imported mixed butanes between the months
of February and October.  During these  months,  the Company is able to purchase
imported  mixed  butanes at prices that are often at a discount to posted market
prices.  Because of its  storage  capacity,  the  Company is able to store these
imports  until the summer  months when the spread  between  isobutane and normal
butane  typically widens or until winter months when the prices of isobutane and
normal butane typically rise. As a result,  inventory investment is generally at
its  highest  level at the end of the third  quarter  of the year.  Should  this
spread  not  materialize,  or in the  event  absolute  prices  decline,  margins
generated  from  selling  isobutane  to  merchant  customers  may be  negatively
affected.

         Propylene Fractionation

     The  profitability  of  this  business  unit  depends  on  the  volumes  of
refinery-sourced  propane/propylene  mix that the Company processes for its toll
customers,  the level of toll  processing  fees charged to its customers and the
margins  associated  with  buying  refinery-sourced  propane/propylene  mix  and
selling  high  purity   propylene  to  meet  sales  contracts  with  non-tolling
customers.

         Pipelines

     The  Company  operates  both  interstate  and  intrastate  NGL  product and
propylene pipelines.  The Company's interstate pipelines are common carriers and
must  provide  service to any shipper who  requests  transportation  services at
rates regulated by the Federal Energy Regulatory Commission ("FERC"). One of the
Company's  intrastate  pipelines is a common  carrier  regulated by the State of
Louisiana.  The  profitability  of this business unit is primarily  dependent on
pipeline throughput volumes.

         Unconsolidated Affiliates

     In  January  1999,  the  Company  announced  the  formation  of a new joint
venture,  Entell NGL Services,  LLC  ("Entell"),  for the  development  of a NGL
transportation and distribution system.  Entell anticipates that the system will
be capable of distributing  products from key NGL sources in southern  Louisiana
directly to major NGL markets,  including the lower  Mississippi River corridor,
Dixie  pipeline,  Lake Charles,  Louisiana and Mont  Belvieu,  Texas.  Entell is
equally  owned by the Company and Tejas (a Shell  subsidiary).  Entell  leases a
portion of the Company's  Sorrento  pipeline  system  connecting  several market
centers in Louisiana,  including Breaux Bridge, Tebone, Riverside, Sorrento, and
Garyville.  These assets have the capacity to move a total of 80,000 barrels per
day.

     In addition to Entell,  at March 31, 1999, the Company's other  significant
unconsolidated affiliates were BEF, MBA, EPIK, BRF, Tri-States and Wilprise. BEF
owns the MTBE  production  facility  operated by the Company at its Mont Belvieu
complex.  MBA  owns  a 50%  interest  in a NGL  fractionation  facility  at  the
Company's Mont Belvieu  complex.  EPIK owns a refrigerated  NGL marine  terminal
loading facility located on the Houston ship channel. An expansion of EPIK's NGL
marine terminal loading facility is under way and is scheduled for completion in
the fourth quarter of 1999. BRF owns a NGL fractionation facility which is under
construction in Louisiana.  This facility is expected to begin operations in the
second  quarter  of  1999.   Tri-States   owns  a  NGL  pipeline  in  Louisiana,
Mississippi,  and Alabama which became  operational on March 26, 1999.  Wilprise
owns a NGL  pipeline in  Louisiana.  Management  anticipates  that the  Wilprise
pipeline will become  operational  in the second  quarter of 1999 in conjunction
with the  availability  of  product  and the  startup  of the BRF  fractionation
facility.

                                       9
Results of Operations

     The  Company's  operating  margins  by  business  unit for the three  month
periods ended March 31, 1998 and 1999 were as follows:
Three Months Ended
                                                          March 31,
                                                      1998          1999
                                                 -----------------------------
Operating Margin:
      NGL Fractionation.........................  $    841       $   806
      Isomerization.............................     2,654         5,637
      Propylene Fractionation...................     2,012         5,086
      Pipeline..................................     3,275         2,094
      Storage and Other Plants..................       288          (121)
                                                 =============================
Total                                             $  9,070      $ 13,502
                                                 =============================
The Company's  plant  production data (in thousands of barrels per day) for
the three month periods ended March 31, 1998 and 1999 were as follows:
Three Months Ended
                                                          March 31,
                                                      1998          1999
                                                 -----------------------------
Plant Production Data:
      NGL Fractionation.........................       207           150
      Isomerization.............................        62            67
      MTBE......................................        10            12
      Propylene Fractionation...................        24            23
The Company's equity in income of unconsolidated  affiliates (in thousands)
for the three month periods ended March 31, 1998 and 1999 were as follows:
Three Months ended
                                                         March 31,
                                                     1998          1999
                                                -----------------------------
Equity in income of unconsolidated affiliates:
      BEF.......................................  $   875       $   301
      MBA.......................................    1,947           760
      BRF.......................................        -         (143)
      EPIK......................................        -           397
      Entell....................................        -           248
                                                =============================
Total                                             $ 2,822       $ 1,563
                                                =============================
First Quarter 1999 Compared with First Quarter 1998

     Revenues; Costs and Expenses

     The Company's  revenues decreased by 23% to $147.3 million in 1999 compared
to $190.5 million in 1998. The Company's costs and expenses  decreased by 26% to
$133.8  million in 1999  compared to $181.4  million in 1998.  Both revenues and
cost of goods sold  decreased from 1998 to 1999 due to sharp declines in average
NGL prices.  For example,  isobutane  prices  decreased  from an average of 36.3
cents per  gallon in 1998 to 29.2  cents per  gallon in 1999.  Operating  margin
increased by 48% to $13.5 million in 1999 compared to $9.1 million in 1998.

                                       10
NGL Fractionation. The Company's operating margin for NGL fractionation was
$0.8  million  for both 1999 and 1998.  Excluding  the  positive  effect of $0.6
million in overhead expenses and support facility cost reimbursements from joint
venture  partners in 1999,  the Company's  NGL  fractionation  operating  margin
decreased  75% to $0.2 million in 1999 from $0.8 million in 1998.  Average daily
fractionation  volumes  decreased from 207 MBPD ("thousands of barrels per day")
in 1998 to 150 MBPD in 1999.  During  the first  quarter  of 1999,  natural  gas
prices  remained  higher than the energy unit  equivalent of ethane;  therefore,
upstream natural gas processing plants rejected ethane which reduced the volumes
delivered to Company  facilities for  fractionation  services.  The Company took
advantage of the reduced demand for its fractionation  services during the first
quarter of 1999 to perform certain preventative maintenance procedures on one of
its  fractionation  facilities  that are generally  required  every two to three
years.

     Isomerization.  The Company's operating margin for isomerization  increased
107% to $5.6 million in 1999 compared to $2.7 million in 1998. Isobutane volumes
from tolling and merchant  activities  for the first quarter of 1999 averaged 96
MBPD as compared to 92 MBPD for the same period in 1998.  The  operating  margin
for 1999 included a $0.7 million  benefit from the  amortization of the deferred
gain   associated   with  the  sale  and  leaseback  of  one  of  the  Company's
isomerization units. Excluding this benefit, the operating margin for 1999 would
have been $4.9 million as compared to $2.7 million in 1998.

     Average daily toll processing volumes were 56 MBPD in 1999, or 84% of total
volumes produced, compared to 54 MBPD in 1998, or 86% of total volumes produced.
Isobutane  volumes related to merchant  activities were 40 MBPD in 1999 compared
to 38 MBPD in 1998.  Demand for  isobutane  is seasonal  based on the demand for
motor gasoline and its additives  which is generally at seasonal lows during the
first  quarter of the year.  In addition,  demand for isobutane was lower during
both the first quarters of 1999 and 1998 due to the required annual  maintenance
of the BEF facility.

     Propylene  Fractionation.  The Company's operating margin increased 155% to
$5.1 million in 1999 from $2.0 million in 1998 despite slightly lower production
volumes. Propylene production averaged 23 MBPD in 1999 as compared to 24 MBPD in
1998.  The earnings  improvement  was  primarily  attributable  to the Company's
actions to minimize  risk in the merchant  portion of this  business by matching
the volume, timing and price of feedstock purchases with sales of end products.

     Pipeline.  The Company's operating margin from pipeline operations was $2.1
million  in 1999  compared  to $3.3  million in 1998.  Throughput  for the first
quarter of 1999 averaged 170 MBPD as compared to 183 MBPD for the same period in
1998. The decrease in operating margin and throughput was primarily attributable
to a decrease in import volumes.

          Selling, General and Administrative Expenses

     Selling, general and administrative expenses decreased $2.8 million to $3.0
million in 1999 from $5.8 million in 1998.  This  decrease was  primarily due to
the  adoption  of the  EPCO  Agreement  in July  1998 in  conjunction  with  the
Company's  initial public  offering  ("IPO") which fixed  reimbursable  selling,
general, and administrative expenses at $1.0 million per month.

                                       11
Interest Expense

     Interest  expense was $2.0 million in 1999 and $6.7  million in 1998.  This
decrease was  principally  due to the reduced level of average debt  outstanding
during the first quarter of 1999  attributable to the retirement of debt in July
1998 using proceeds from the Company's IPO.

     Equity Income in Unconsolidated  Affiliates 

     Equity  income  in  unconsolidated  affiliates  was  $1.6  million  in 1999
compared to $2.8 million in 1998. Equity income from BEF decreased 67% from $0.9
million in 1998 to $0.3 million in 1999. Equity income from BEF for both periods
was affected by required annual  maintenance on the Company's MTBE facility that
generally takes the unit out of production for approximately three weeks. Equity
income from BEF during 1999 also includes a $1.5 million non-cash charge for the
cumulative  effect of a change in accounting  principal related to the write-off
of deferred  start-up  costs as  prescribed  by  generally  accepted  accounting
principles.  Equity  income from MBA  decreased 58% to $0.8 million in 1999 from
$1.9 million in 1998 due to decreased  throughput caused by ethane rejection and
downtime  associated  with  preventative   maintenance  activities.   Among  the
Company's new projects,  equity income from EPIK was $0.4 million and Entell was
$0.3 million. BRF, which is still in the development stage, showed a slight loss
of $0.1 million.

Financial Condition and Liquidity

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.  Expansion  capital  expenditures  for current
projects are expected to be funded with working capital and borrowings under the
revolving bank credit facility  described below while capital  expenditures  for
future  expansion  activities  are  expected  to be funded  with cash flows from
operating activities and borrowings under the revolving bank credit facility.

     Cash flows from  operating  activities  were a $20.3 million inflow for the
first  quarter of 1999 compared to a $36.0  million  outflow for the  comparable
period of 1998.  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.
Depreciation and  amortization  increased by $0.3 million in 1999 as a result of
additional capital expenditures. 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 from investing activities were $24.3 million in 1999 and $3.6
million  for the  comparable  period of 1998.  Cash  outflows  included  capital
expenditures of $1.7 million for 1999 and $1.9 million for 1998. Included in the
capital  expenditures  amounts  are  maintenance  capital  expenditures  of $0.3
million for 1999 and $0.5 million for 1998. Investing cash outflows in 1999 also
included  $28.9  million  in  advances  to  and  investments  in  unconsolidated
affiliates  versus $3.0  million for the  comparable  period of 1998.  The $25.9
million  increase  stems  primarily  from  contributions  made to the  Wilprise,
Tri-States,  and BRF joint  ventures  located in  Louisiana.  Also,  the Company
received $3.7 million in payments on notes receivable from the BEF and MBA notes
purchased during 1998 with the proceeds of the Company's IPO.

     Cash flows from financing  activities  were a $15.4 million outflow in 1999
versus a $8.2 million outflow for the comparable period of 1998. Cash flows from
financing  activities  are affected  primarily by repayments of long-term  debt,
borrowings  under  the  long-term  debt  agreements  and  distributions  to  the
partners.  Cash flows from  financing  activities  for 1999 also  reflected  the
purchase of $4.7 million of Common Units by a consolidated trust.

                                       12
Future Capital Expenditures

     The Company  currently  estimates that its share of remaining  expenditures
for  significant  capital  projects in fiscal 1999 will be  approximately  $10.6
million. These expenditures relate to the construction of joint venture projects
which will be recorded as additional  investments in unconsolidated  affiliates.
The Company expects to finance these  expenditures  out of operating cash flows,
remaining  proceeds from its IPO and borrowings  under its bank credit facility.
As of March 31,  1999,  the Company  had $7.1  million in  outstanding  purchase
commitments associated with its capital projects.

     Distributions from Unconsolidated Affiliates;  Loan Participations

     Distributions  to the Company  from MBA were $1.1  million in 1999 and $1.2
million in 1998.  Distributions from BEF in 1999 were $0.3 million. Prior to the
first  quarter  of  1998,  BEF  was  prohibited  under  the  terms  of its  bank
indebtedness from making  distributions to its owners.  The restrictions  lapsed
during the first  quarter  of 1998 as a result of BEF  having  repaid 50% of the
principal  on  such   indebtedness,   with  the  Company   receiving  its  first
distribution from BEF in April 1998.  Distributions  from EPIK in 1999 were $1.1
million.  EPIK was formed in the second quarter of 1998 and had no distributions
until the third quarter of 1998.

     In  connection   with  the  IPO  in  July  1998,   the  Company   purchased
participation  interests  in a bank  loan  to MBA and a bank  loan  to BEF.  The
Company acquired an approximate $7.7 million participation  interest in the bank
debt of MBA,  which bears  interest  at a floating  rate per annum of LIBOR plus
0.75% and  matures on  December  31,  2001.  The  Company is  receiving  monthly
principal  payments,  aggregating  approximately  $1.7  million  per year,  plus
interest from MBA during the term of the loan.  The Company will receive a final
payment of principal  and interest of $1.8  million upon  maturity.  The Company
acquired an approximate $26.1 million  participation  interest in a bank loan to
BEF,  which  bears  interest  at a floating  rate per annum at either the bank's
prime  rate,  CD rate,  or the  Eurodollar  rate plus the  applicable  margin as
defined in the facility  and matures on May 31,  2000.  The Company is receiving
quarterly  principal  payments of approximately  $3.3 million plus interest from
BEF during the term of the loan.

     Bank Credit Facility

     In  July  1998,   Enterprise   Products   Operating  L.P.  (the  "Operating
Partnership") entered into a $200.0 million bank credit facility that includes a
$50.0 million working capital facility and a $150.0 million  revolving term loan
facility. The $150.0 million revolving term loan facility includes a sublimit of
$30.0  million  for  letters of credit.  As of March 31,  1999,  the Company has
borrowed  $110.0  million under the bank credit facility. 

     The  Company's  obligations  under the bank credit  facility are  unsecured
general  obligations  and are  non-recourse to the General  Partner.  Borrowings
under the 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 bank credit  facility will expire after two years and all amounts
borrowed  thereunder  shall be due and  payable on such  date.  There must be no
amount   outstanding  under  the  working  capital  facility  for  at  least  15
consecutive days during each fiscal year.

     The credit  agreement  relating to the 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
in the bank credit facility) of at least  $257,000,000  plus 75% of the net cash
proceeds from the sale of equity  securities of the Company that are contributed
to the Operating Partnership, (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 3.50 to 1.0 and
iii)  maintain a ratio of Total  Indebtedness  (as  defined  in the bank  credit
facility) to EBITDA of no more than 2.25 to 1.0.

                                       13
A "Change of Control" constitutes an Event of Default under the bank credit
facility.  A Change of Control includes any of the following events:  (i) Dan L.
Duncan  (and  certain  affiliates)  cease  to own (a) at  least  51% (on a fully
converted, fully diluted basis) of the economic interest in the capital stock of
EPCO or (b) an aggregate number of shares of capital stock of EPCO sufficient to
elect a majority  of the board of  directors  of EPCO;  (ii) EPCO ceases to own,
through a wholly owned  subsidiary,  at least 95% of the outstanding  membership
interest  in the  General  Partner  and at least 51% of the  outstanding  Common
Units;  (iii)  any  person  or  group  beneficially  owns  more  than 20% of the
outstanding  Common  Units;  (iv) the General  Partner  ceases to be the general
partner of the Company or the Operating  Partnership;  or (v) the Company ceases
to be the sole limited partner of the Operating Partnership.

MTBE Production

     The Company owns a 33-1/3%  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.  On March 25,  1999,  the  Governor  of
California ordered the phase-out of MTBE in that state by the end of 2002 due to
allegations by several public advocacy and protest groups that MTBE contaminates
water  supplies,  causes  health  problems  and has not  been as  beneficial  in
reducing  air  pollution  as  originally  contemplated.  The order also seeks to
obtain a waiver of the  oxygenate  requirement  from the  federal  Environmental
Protection  Agency ("EPA") in order to facilitate  the  phase-out.  In addition,
legislation  to amend the federal  Clean Air Act of 1990 has been  introduced in
the U.S.  House  of  Representatives  to ban the use of MTBE as a fuel  additive
within three years.  Legislation  introduced in the U.S.  Senate would eliminate
the Clean Air Act's oxygenate  requirement in order to assist the elimination of
MTBE in fuel.  No assurance  can be given as to whether this or similar  federal
legislation  ultimately  will be adopted or  whether  Congress  or the EPA might
takes steps to override  the MTBE ban in  California.  The EPA has formed a Blue
Ribbon Panel (the "Panel") to review the use of  oxygenates  in gasoline,  which
has held several public  meetings.  The EPA also plans to conduct studies of the
health  effects of MTBE.  The Panel is  expected to issue a report to the EPA in
July 1999, but the health studies will not be completed for several years. It is
not possible to predict what  recommendations the Panel will make or whether the
EPA will act on them or to predict the results of the health studies.

     The  Company  is  developing  a  contingency  plan  for use of the BEF MTBE
facility if MTBE were banned.  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 $15  million to $20  million
range.  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  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.

Year 2000 Readiness Disclosure

     Pursuant to the EPCO  Agreement,  any selling,  general and  administrative
expenses  related  to Year 2000  compliance  issues  are  covered  by the annual
administrative  services  fee paid by the  Company to EPCO.  Consequently,  only
those costs  incurred in connection  with Year 2000  compliance  which relate to
operational  information  systems  and  hardware  will be paid  directly  by the
Company.

     Since  1997,  EPCO has been  assessing  the impact of Year 2000  compliance
issues  on the  software  and  hardware  used by the  Company.  A team is in the
process of  reviewing  and  documenting  the status of EPCO's and the  Company's
systems for Year 2000 compliance. The key information systems still under review

                                       14
include  the  Company's  pipeline   Supervisory  Control  and  Data  Acquisition
("SCADA") system,  plant,  storage,  and other pipeline  operating  systems.  In
connection with each of these areas,  consideration  is being given to hardware,
operating  systems,  applications,  data  base  management,  system  interfaces,
electronic  transmission,  and  outside  vendors.  Work on these  systems  is in
varying  degrees of  completion.  We are pleased to announce  that work has been
completed on the financial  and human  resource  systems of EPCO.  Both of these
systems are now fully Year 2000 compliant.

     As of March 31, 1999, EPCO had spent  approximately  $131,500 in connection
with Year 2000  compliance  and has  estimated  the future costs to  approximate
$207,000.  This  cost  estimate  does  not  include  internal  costs  of  EPCO's
previously  existing  resources and personnel  that might be partially  used for
Year 2000  compliance  or cost of normal  system  upgrades  which also  included
various Year 2000  compliance  features or fixes.  Such internal costs have been
determined to be materially  insignificant  to the total  estimated cost of Year
2000 compliance.

     At this time, the Company  believes its total cost for known or anticipated
remediation of its information systems to make them Year 2000 compliant will not
be material to its financial position or its ability to sustain  operations.  As
of March 31, 1999, the Company has incurred expenditures  aggregating $60,000 in
connection  with Year 2000  compliance.  The Company  expects future spending to
approximate $966,000  (principally for the SCADA system) to complete the project
and become fully  compliant with all Year 2000 issues.  This estimated cost does
not  include  the  Company's  internal  costs  related  to  previously  existing
resources and personnel  that might be partially  used for  remediation  of Year
2000  compliance  issues.  Such  internal  costs  have  been  determined  to  be
materially  insignificant  to the total estimated cost of Year 2000  compliance.
These  amounts  are  current  cost  estimates  and  actual  future  costs  could
potentially  be  higher  or lower  than the  estimates.  The  Company  relies on
third-party  suppliers for certain  systems,  products and  services,  including
telecommunications.  There  can  be no  assurance  that  the  systems  of  other
companies on which the  Company's  systems rely also will timely be compliant or
that any such  failure  to be  compliant  by another  company  would not have an
adverse  effect  on  the  Company's  systems.  The  Company  has  received  some
preliminary  information  concerning Year 2000 compliance status from a group of
critical suppliers and vendors, and anticipates receiving additional information
in the near future.  This information will assist the Company in determining the
extent to which it may be vulnerable to those third parties'  failure to address
their Year 2000 compliance issues.

     Management  believes it has a program to address  the Year 2000  compliance
issue in a timely  manner.  Completion of the plan and testing of replacement or
modified systems is anticipated during the third quarter of 1999.  Nevertheless,
since it is not possible to anticipate all possible future outcomes,  especially
when third  parties  are  involved,  there could be  circumstances  in which the
Company would be unable to invoice customers or collect payments. The failure to
correct a material Year 2000 compliance  problem could result in an interruption
in or  failure  of certain  normal  business  activities  or  operations  of the
Company.  Such failures could have a material adverse effect on the Company. The
amount of potential liability and lost revenue has not been estimated.

     The  Company  is  continuing  its  work on  contingency  plans  to  address
unavoided or unavoidable risks associated with Year 2000 compliance issues.

Accounting Standards

     Recent  Statements  of  Financial  Accounting  Standards  ("SFAS")  include
(effective  for all fiscal  quarters of fiscal  years  beginning  after June 15,
1999)  SFAS  No.  133,  "Accounting  for  Derivative   Instruments  and  Hedging
Activities."  Management  is currently  studying this SFAS item for its possible
impact on the consolidated financial statements.  On April 3, 1998, the American
Institute of Certified Public  Accountants  issued Statement of Position ("SOP")
98-5, "Reporting on the Costs of Start-Up Activities." For years beginning after
December 15, 1998,  SOP 98-5  generally  requires  that all start-up  costs of a
business  activity  be charged to expense as  incurred  and any  start-up  costs
previously  deferred should be written off as a cumulative effect of a change in
accounting  principle.  Adoption of SOP 98-5 during 1999 did not have a material
impact  on the  consolidated  financial  statements  except  for a $4.5  million

                                       15
noncash write-off that occurred on January 1, 1999 of the unamortized balance of
deferred  start-up  costs of BEF, in which the Company owns a 33-1/3%  interest.
This  write-off  caused a $1.5  million  reduction  in the  equity  in income of
unconsolidated  affiliates  for  1999  and  a  corresponding  reduction  in  the
Company's investment in unconsolidated affiliates.

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.

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 its  investments  in financial  instruments  and
changes in  commodity  prices.  The Company  may,  but  generally  does not, use
derivative financial instruments (i.e., futures,  forwards,  swaps, options, and
other  financial   instruments  with  similar   characteristics)  or  derivative
commodity instruments (i.e., commodity futures, forwards, swaps, or options, and
other commodity  instruments with similar  characteristics that are permitted by
contract  or  business  custom to be settled in cash or with  another  financial
instrument)  to  mitigate  either of these  risks.  The return on the  Company's
financial   investments   is  generally   not   affected  by  foreign   currency
fluctuations.  The Company does not use  derivative  financial  instruments  for
speculative  purposes.  At  March  31,  1999,  the  Company  had  no  derivative
instruments in place to cover any potential  interest rate,  foreign currency or
other financial instrument risk.

     At March 31, 1999,  the Company had $4.7 million  invested in cash and cash
equivalents.  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.  The  Company's  inventory  of NGLs and NGL
products at March 31, 1999,  was $17.8 million.  Inventories  are carried at the
lower of cost or market.  A 10% adverse change in commodity  prices would result
in an  approximate  $1.8  million  decrease  in the fair value of the  Company's
inventory, based on a sensitivity analysis at March 31, 1999. Actual results may
differ  materially.  All the Company's  long-term  debt is at variable  interest
rates;  a 10% change in the base rate selected  would have an  approximate  $0.6
million effect on the amount of interest expense for the year based upon amounts
outstanding at March 31, 1999.

 

                                       16
PART II.    OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

         (a) Exhibits

          *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).

          *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 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).

          *10.1Articles 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).

          *10.2Form 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).

          *10.3Transportation  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).

          *10.4Venture 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).

          *10.5Partnership  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).

                                       17
*10.6Amended 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).

          *10.7Articles 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).

          *10.8First  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).

          *10.9Propylene  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).

          27.1 Financial Data Schedule

         * Asterisk indicates exhibits incorporated by reference as indicated

         (b) Reports on Form 8-K

         None.

                                       18
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 12, 1999                        By:      /s/ Gary L. Miller
                                                     ---------------------------
                                                     Executive Vice President
                                                     Chief Financial Officer 
                                                     and Treasurer

                                       19