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        Indicate by check mark whether the registrants: (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.

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

        There were 167,062,202 Common Units, 21,409,868 Subordinated Units and 10,000,000 Special Units of Enterprise Products Partners L.P. outstanding at May 1, 2003. Enterprise Products Partners L.P.'s Common Units trade on the New York Stock Exchange under symbol "EPD." Enterprise Products Operating L.P. is owned 98.9899% by its parent, EPD, and 1.0101% by the General Partner. No common equity securities of Enterprise Products Operating L.P. are publicly traded.

EXPLANATORY NOTE

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

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

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

1.      GENERAL

        In the opinion of Enterprise Products Partners L.P., the accompanying unaudited consolidated financial statements include all adjustments consisting of normal recurring accruals necessary for a fair presentation of its consolidated financial position as of March 31, 2003 and consolidated results of operations and cash flows for the three months ended March 31, 2003 and 2002. Within these footnote disclosures of Enterprise Products Partners L.P., references to “we”, “us”, “our” or “the Company” shall mean the consolidated financial statements of Enterprise Products Partners L.P.

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

        Although we believe the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited financial statements should be read in conjunction with our annual report on Form 10-K/A (File No. 1-14323) for the year ended December 31, 2002.

        The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year.

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

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

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

        See Note 14 for the pro forma effects to net income and earnings per Unit as if we had used the fair-value based method of accounting for Unit options.

2.      RECENTLY ISSUED ACCOUNTING STANDARDS

        The following recently issued accounting standards have been adopted and implemented by us:

        We are currently evaluating the provisions of FIN No. 46, Consolidation of Variable Interest Entities.

        SFAS No. 143. We adopted this standard as of January 1, 2003. This statement establishes accounting standards for the recognition and measurement of a liability for an asset

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retirement obligation (“ARO”) and the associated asset retirement cost. Under the provisions of this standard, we reviewed our long-lived assets for ARO liabilities and identified such liabilities in several operational areas. These include ARO liabilities related to (i) easements over property not currently owned by us and (ii) statutory regulatory requirements for abandonment or retirement of certain currently operated facilities.

        As a result of our analysis of the identified AROs, we were not required to recognize such potential liabilities. Our rights to the easements are renewable and only require retirement action upon nonrenewal of the easement agreements. We currently plan to renew all such easement agreements and use these properties indefinitely. Therefore, the ARO liability is not estimable for such easements. If we decide to not renew these agreements, an ARO liability would be recorded at that time. ARO liabilities related to statutory regulatory requirements for abandonment or retirement of certain currently operated facilities were also identified. We currently have no intention or legal obligation to abandon or retire such facilities. An ARO liability would be recorded if future abandonment or retirement occurred. Certain Gulf of Mexico natural gas pipelines, in which we have an equity interest, have identified ARO’s relating to regulatory requirements. There is no current intention to abandon or retire these pipelines. If these pipelines were abandoned or retired, an ARO liability would then be disclosed.

        SFAS No. 146. We adopted this standard as of January 1, 2003. This statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to exit or disposal plan. We determined that this standard had no material impact on our financial statements.

        SFAS No. 148. We adopted this standard as of December 31, 2002. This statement provides alternative methods of transition from a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 in both annual and interim financial statements. We have provided the information required by this statement under Note 14.

        SFAS No. 149. On April 30, 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” This statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. This statement is effective for contracts entered into or modified after June 20, 2003, for hedging relationships designated after June 30, 2003, and to certain preexisting contracts. We will adopt SFAS No. 149 on a prospective basis at its effective date on July 1, 2003. We are currently evaluating the impact that SFAS No. 149 will have on our financial statements.

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

        FIN 46. In January 2003, FIN 46, an interpretation of ARB No. 51, Consolidated Financial Statements, was issued to address perceived weaknesses in accounting for entities commonly known as special-purpose or off-balance-sheet entities, but the guidance applies to a larger population of entities. FIN 46 provides guidance for identifying the party with a controlling financial interest resulting from arrangements or financial interests rather than from voting interests. FIN 46 defines the term “variable interest entity” (or “VIE”) and is based on the premise that if a business enterprise has a controlling financial interest in a VIE, the assets, liabilities, and results of the activities of the VIE should be included in the consolidated financial statements of the business enterprise. FIN 46 applies immediately to VIEs created after January 31, 2003 and to VIEs in which an enterprise obtains an interest after that date. For variable interests in VIEs created before February 1, 2003, FIN 46 applies to public enterprises no later than the beginning of the first interim or annual period beginning after June 15, 2003. This FIN may be applied prospectively with the cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one

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or more years with the cumulative-effect adjustment as of the beginning of the first year restated. We are currently studying the provisions of FIN 46. Based upon our initial interpretation of FIN 46, we do not believe that this guidance will have a material effect on our financial statements.

3.      BUSINESS ACQUISITIONS

        During the three months ended March 31, 2003, we acquired entities owning the Port Neches Pipeline and purchased the remaining 50% ownership interest in EPIK. We also made minor adjustments to the allocation of the purchase price we paid to acquire indirect interests in the Mid-America and Seminole pipelines. Due to the immaterial nature of each, individually and in the aggregate, our discussion of each of these transactions is limited to the following:

        Acquisition of Port Neches Pipeline. In March 2003, we acquired two entities owning the Port Neches Pipeline (formerly known as the Quest Pipeline) for $14.2 million. The 70-mile Port Neches Pipeline transports high-purity grade isobutane produced at our facilities in Mont Belvieu to consumers in Port Neches, Texas.

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

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

4.      INVENTORIES

        Our inventories were as follows at the dates indicated:

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

        Due to fluctuating market conditions in the midstream energy industry in which we operate, we occasionally recognize lower of average cost or market (“LCM”) adjustments when the costs of our inventories exceed their net realizable value. These non-cash adjustments are charged to operating costs and expenses in the period they are recognized. For three months ended March 31, 2003 and 2002, we recognized $10.4 million and $0.1 million, respectively, of such LCM adjustments. The majority of these write-downs were taken against NGL inventories.

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5.      PROPERTY, PLANT AND EQUIPMENT

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

        Depreciation for the three-month periods ended March 31, 2003 and 2002 was $27.7 million and $17.2 million, respectively.

6.      INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

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

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

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

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

        For the three months ended March 31, 2003 and 2002, we recorded $0.4 million and $0.5 million, respectively, of excess cost amortization which is reflected in our equity in income from unconsolidated affiliates.

         Purchase of remaining 50% interest in EPIK

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

7.      INTANGIBLE ASSETS AND GOODWILL

Intangible assets

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

        The following table shows amortization expense associated with our intangible assets for the three months ended March 31, 2003 and 2002:

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Goodwill

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

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

8.      DEBT OBLIGATIONS

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

        Letters of credit. At March 31, 2003 and December 31, 2002, we had $75 million of standby letter of credit capacity under our Multi-Year Revolving Credit facility. We had $25.7 million of letters of credit outstanding under this facility at March 31, 2003 and $2.4 million outstanding at December 31, 2002.

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

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         New debt obligations issued during first quarter of 2003

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

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

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

         Repayment of 364-Day Term Loan

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

         Covenants

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

         Information regarding variable interest rates paid

        The following table shows the range of interest rates paid and weighted-average interest rate paid on our variable-rate debt obligations for the three months ended March 31, 2003:

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9.      CAPITAL STRUCTURE

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

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

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

        Our partnership agreement stipulates that the Subordinated Units may undergo an early conversion to Common Units if certain criteria are satisfied. As a result of meeting the necessary criteria, 10,704,936 of EPCO’s Subordinated Units converted to Common Units on May 1, 2003. The remaining 21,409,868 Subordinated Units will convert to Common Units on August 1, 2003 if the remaining criteria are met.

        The following table details the Unit activity within each class of our limited partner interests during the three months ended March 31, 2003 and the outstanding balance of each at March 31, 2003:

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10.      SUPPLEMENTAL CASH FLOWS DISCLOSURE

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

        During the three months ended March 31, 2003, we completed two small business acquisitions and made minor adjustments to the purchase price allocation of the Mid-America and Seminole acquisitions. These acquisitions and adjustments affected various balance sheet accounts (see Note 3). The 2002 period reflects our acquisition of Diamond-Koch’s Mont Belvieu NGL and petrochemical storage business in January 2002 and their adjacent propylene fractionation business (Splitter III) in February 2002.

        We record certain financial instruments relating to commodity positions and interest rate hedging activities at their respective fair values using mark-to-market accounting. For the three months ended March 31, 2002, we recognized a net $30.1 million in non-cash mark-to-market decreases in the fair value of these instruments, primarily in our commodity financial instruments portfolio. We had a limited number of such positions outstanding during the first quarter of 2003 and the non-cash change in fair value of these instruments was an increase of $28 thousand.

        Cash and cash equivalents (as shown on our Statements of Consolidated Cash Flows) excludes restricted cash amounts held by a brokerage firm as margin deposits associated with our financial instruments portfolio and for our physical purchase transactions made on the NYMEX exchange. The restricted cash balance at March 31, 2003 and December 31, 2002 was $18.8 million and $8.8 million, respectively.

11.      FINANCIAL INSTRUMENTS

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

         Commodity hedging financial instruments

        During the first three months of 2002, we recognized a loss of $45.1 million from our Processing segment’s commodity hedging activities that was recorded as an operating cost in our Statements of Consolidated Operations and Comprehensive Income. In March 2002, the effectiveness of our primary commodity hedging strategy at the time deteriorated due to an

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unexpected rapid increase in natural gas prices whereby the loss in value of our fixed-price natural gas financial instruments was not offset by increased gas processing margins. We exited the strategy underlying this loss in 2002.

        During the first three months of 2003, we held a limited number of commodity financial instruments from which we recorded a loss of $0.9 million ($0.1 million was attributable to the Processing segment and the remainder to the Pipelines segment). The fair value of open positions at March 31, 2003 was a receivable of approximately $2 thousand.

         Interest rate hedging financial instruments

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

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

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

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

12.      SEGMENT INFORMATION

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

        We evaluate segment performance based on the non-GAAP financial measure of gross operating margin. We define gross operating margin as operating income before: (1) depreciation and amortization amounts; (2) operating lease expenses for which the partnership does not have the payment obligation; (3) gains and losses on the sale of assets; and (4) selling, general and administrative expenses. Gross operating margin is exclusive of other income and expense transactions, provision for income taxes, minority interest and extraordinary charges. Segment gross operating margin is derived by subtracting segment operating costs and expenses (before depreciation and amortization amounts, operating lease expenses for

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which the partnership does not have the payment obligation and gains and losses on the sale of assets) from segment revenues, with both segment totals before elimination of intercompany transactions. Intercompany accounts and transactions are eliminated in consolidation in accordance with GAAP. Segment gross operating margin is also exclusive of other income and expense transactions, provision for income taxes, minority interest and extraordinary charges. We have provided a reconciliation of total gross operating margin (a non-GAAP performance measure) to operating income.

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

        The following table reconciles GAAP operating income as shown in our Statements of Consolidated Operations and Comprehensive Income to total segment gross operating margin (a non-GAAP financial measure):

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