8-K

 
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                            UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549


                              FORM 8-K


                            CURRENT REPORT


                    Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934


                   Date of Report: December 22, 1998


                     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 Identification
incorporation or organization)                            Number)


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


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

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ITEM 5.   OTHER EVENTS.

     On December 22, 1998, the Company announced that it, together with certain
of its affiliates, may purchase up to 1,000,000 of the Company's common units in
open market or privately negotiated transactions. A copy of the Company's press
release announcing such intention is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

     The Company's affiliate, Enterprise Products Company, has purchased, since
October 19, 1998, 375,000 of the Company's common units in the open market and
intends to purchase up to 125,000 additional common units in open market or
privately negotiated transactions as previously announced in October 1998.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

        99.1 Press Release dated December 22, 1998.



                              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 hereunto duly authorized.

                         ENTERPRISE PRODUCTS PARTNERS L.P.

                         By:  Enterprise Products GP, LLC, its general
                               partner



Date: December 22, 1998            By:  /s/ RANDA L. DUNCAN
                                   ----------------------------------
                                   Randa L. Duncan
                                   Group Executive Vice President,
                                    of Enterprise Products GP, LLC

 
                                 EXHIBIT INDEX

EXHIBIT
NUMBER              EXHIBIT DESCRIPTION
- --------            -------------------
99.1                Press Release dated December 22, 1998.

EX-99.1

 
                                                                    EXHIBIT 99.1

P. O. BOX 4324
HOUSTON, TEXAS  77210-4324
713/880-6500

ENTERPRISE PRODUCTS PARTNERS L.P.

                              FOR IMMEDIATE RELEASE
                              CONTACT:  Gary Miller
                              PHONE:    (713) 880-6500


 
                       ENTERPRISE PRODUCTS PARTNERS L.P.
               ANNOUNCES EXPANDED COMMON UNIT REPURCHASE PROGRAM


      HOUSTON (Tuesday, December 22, 1998) -- Enterprise Products Partners L.P.
(NYSE: "EPD") today announced that it, together with certain of its affiliates,
intend to purchase up to one million common units of Enterprise. Up to 500,000
units will be purchased by Enterprise Products 1998 Unit Option Plan Trust (the
"Unit Trust"), a trust formed for the purpose of granting options to management
and key employees. Up to 400,000 additional units will be purchased by
Enterprise through its operating limited partnership, Enterprise Products
Operating L.P. Up to 100,000 additional units will be purchased by certain
members of management and Enterprise Products Company, an affiliate of the
Partnership ("EPCO"). Subject to market conditions, the purchases may be
effected from time to time through solicited or unsolicited transactions in the
open market or in privately negotiated transactions.

     The proposed purchases are in addition to the previously announced purchase
by EPCO of up to 500,000 common units. EPCO has advised Enterprise Products
Partners L.P. that since October 19, 1998, it has purchased 375,000 common units
in the open market.
                                     -MORE-
                                        

 
                                               Enterprise Products Partners L.P.
                                                                          Page 2

     "Through the purchase by the Unit Trust, we will be able to offer employees
a beneficial long-term option plan," said Dan L. Duncan, chairman of the board
of Enterprise and chairman and controlling shareholder of EPCO. "We also believe
the units represent an attractive investment at the current market value.
Additionally, purchases by Enterprise through its operating partnership will be
accretive to cash flow for the Partnership."

     Enterprise Products Company owns, through a subsidiary, approximately 73.7
percent of Enterprise Products Partners outstanding common units and
approximately 82.1 percent of its outstanding total units. Pursuant to an
agreement entered into in connection with Enterprise's initial
public offering, the senior management and employees of EPCO manage the day-to-
day business of Enterprise. The amount of its minimum quarterly distribution
will not be affected.

      Enterprise is a leading integrated provider of processing and
transportation services to producers of natural gas liquids ("NGL") and
consumers of NGL products. Enterprise also separates high purity propylene from
refinery-sourced propane/propylene mix and transports high purity propylene to
plastics manufacturers by pipeline. Products processed are generally used as
feedstocks in petrochemical manufacturing, in the production of motor gasoline
and fuel for residential and commercial heating.

      Enterprise processing operations are concentrated at Mont Belvieu, Texas.
Facilities they operate there include one of the largest NGL fractionation and
MTBE production facilities in the United States, the largest butane
isomerization complex in the United States and two propylene fractionation
units.

      Enterprise also owns and operates a network of approximately 500 miles of
pipeline throughout the Gulf Coast and a fractionation facility in Petal,
Mississippi with a capacity of 7,000 barrels per day. They lease and operate one
of only two commercial NGL import/export terminals on the Gulf Coast and NGL
storage wells with approximately 35 million barrels of capacity.

      This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 as well as assumptions made by, and information
currently available to, management.  Although Enterprise Products Partners
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct.

      For additional information, contact Enterprise Products Partners L.P.
investor relations at (713) 880-6500.