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 (Date of earliest event reported): September 21, 2004



ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact Name of Registrant as Specified in Its Charter)



Delaware 1-14323 76-0568219
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)


  2727 North Loop West, Houston, Texas 77008
  (Address of Principal Executive Offices) (Zip Code)  

(713) 880-6500
(Registrant’s Telephone Number, including Area Code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

Item 8.01.   OTHER EVENTS.

         The purpose of this Form 8-K is to file as an exhibit our press release announcing the fourth extension by Enterprise Products Operating L.P. (our “Operating Partnership”) of the Expiration Time of its four cash tender offers to purchase any and all outstanding senior and senior subordinated notes of GulfTerra Energy Partners, L.P. from September 24, 2004 to 5:00 p.m. New York City time on September 30, 2004. A copy of the press release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

  (c) Exhibits.

  99.1 Enterprise Products Partners L.P. press release dated September 21, 2004.



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, as general partner
 
 
 
Date: September 21, 2004 By: /s/ Michael J. Knesek
    Michael J. Knesek
Vice President, Controller, and
Principal Accounting Officer of
Enterprise Products GP, LLC