Privately Held EPCO Inc. Acquires El Paso's Interests in Enterprise P

Privately Held EPCO Inc. Acquires El Paso's Interests in Enterprise Products Partners L.P.

    Business Editors/Energy Editors

    HOUSTON--(BUSINESS WIRE)--Jan. 14, 2005--Enterprise Products Partners L.P. (NYSE:EPD) today announced that affiliates of EPCO Inc. have acquired for approximately $425 million the 9.9% ownership interest in Enterprise Products GP LLC, the general partner of Enterprise, and approximately 13.5 million Enterprise common units from affiliates of El Paso Corporation. EPCO Inc., including related trusts, now own 100% of the equity interests in Enterprise's general partner and approximately 144.2 million Enterprise common units, or approximately 39.5% of Enterprise's total common units outstanding. EPCO Inc. is a privately held company that is controlled by Dan L. Duncan, Enterprise's founder and the chairman of Enterprise's general partner.
    "This transaction unequivocally demonstrates the continuing commitment of Enterprise's general partner and its management to the long-term growth prospects of our partnership," said O.S. Andras, vice chairman and chief executive officer of Enterprise. "Since Enterprise's IPO in 1998, Enterprise's general partner and its management have consistently supported Enterprise's growth and the total return prospects for our limited partners. Significant actions confirming this support include:

--	establishing a Governance Committee and adopting governance guidelines for Enterprise's general partner;
--	since October 2002, purchasing over $350 million of newly issued common units from the partnership;
--	in 2002, reducing, for no consideration, the general partner's 50% incentive distribution right to 25% in order to enhance Enterprise's long-term growth and return potential for limited partners by permanently shifting a higher percentage of future distribution increases from the general partner to the limited partners; and
--	in 2004, acquiring the remaining 50% ownership interest in GulfTerra's general partner from El Paso and contributing this interest to Enterprise for no consideration, which enhanced the value of the merger for our limited partners.

    No other publicly traded partnership has had the level of support and the economic alignment with limited partners as that provided by Enterprise's general partner and its management, including the significant support provided by Enterprise's founder, Dan L. Duncan."
    Enterprise Products Partners L.P. is one of the largest publicly traded energy partnerships with an enterprise value of approximately $14 billion, and is a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs and crude oil. Enterprise transports natural gas, NGLs and crude oil through 31,000 miles of onshore and offshore pipelines and is an industry leader in the development of midstream infrastructure in the Deepwater Trend of the Gulf of Mexico. Services include natural gas transportation, gathering, processing and storage; NGL fractionation (or separation), transportation, storage, and import and export terminaling; crude oil transportation and offshore production platform services. For more information, visit Enterprise on the Web at www.epplp.com.
    This press release contains various forward-looking statements and information that are based on Enterprise's beliefs and those of its general partner, as well as assumptions made by and information currently available to Enterprise. When used in this press release, words such as "anticipate," "project," "expect," "plan," "goal," "forecast," "intend," "could," "believe," "may," and similar expressions and statements regarding the plans and objectives of Enterprise for future operations, are intended to identify forward-looking statements. Although Enterprise and its general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither Enterprise nor its general partner can give assurances that such expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, Enterprise's actual results may vary materially from those Enterprise anticipated, estimated, projected or expected. Among the key risk factors that may have a direct bearing on Enterprise's results of operations and financial condition are:

    -- fluctuations in oil, natural gas and NGL prices and production
    due to weather and other natural and economic forces;

    -- the effects of the combined company's debt level on its future
    financial and operating flexibility;

    -- a reduction in demand for its products by the petrochemical,
    refining or heating industries;

    -- a decline in the volumes of NGLs delivered by its facilities;

    -- the failure of its credit risk management efforts to
    adequately protect it against customer non-payment;

    -- terrorist attacks aimed at its facilities;

    -- the failure to successfully integrate our operations with
    GulfTerra's or any other companies we acquire; and

    -- the failure to realize the anticipated cost savings, synergies
    and other benefits of the merger with GulfTerra.

    Enterprise has no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

--30--LD/ho*

CONTACT: Enterprise Products Partners L.P., Houston Randy Burkhalter, 713-880-6812 www.epplp.com

KEYWORD: TEXAS INDUSTRY KEYWORD: OIL/GAS ENERGY SOURCE: Enterprise Products Partners L.P.

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