FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * DUNCAN DAN L   2. Issuer Name and Ticker or Trading Symbol Enterprise GP Holdings L.P. [EPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) Chairman / Officer & Dir. of Subsidiary (Last) (First) (Middle) SUITE 1800, 1100 LOUISIANA STREET 3. Date of Earliest Transaction (Month/Day/Year) 06/16/2006 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Units Representing Limited Partnership Interests 06/16/2006   P   12,700 A $ 33.988 80,400 I (1) By EPCO Units Representing Limited Partnership Interests               71,119,631 I (2) By DFI Units Representing Limited Partnership Interests               243,071 I (3) By 2000 Trust Units Representing Limited Partnership Interests               1,821,428 I (4) By EPE Unit Units Representing Limited Partnership Interests               3,726,273 I (5) By Duncan LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Ltd Ptner Interests in EPE Unit L.P.-Obl to Delive (6)

$ 28

08/23/2010

08/23/2010

Units

1,821,428 (6)

1,821,428 (6)

I

By EPE Unit (7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DUNCAN DAN L SUITE 1800 1100 LOUISIANA STREET HOUSTON, TX 77002	X	X	Chairman	Officer & Dir. of Subsidiary
EPCO, Inc. 2707 NORTH LOOP WEST HOUSTON, TX 77008		X		General Partner of EPE Unit LP

Signatures

William L. Soula, Attorney in Fact for Dan L. Duncan and Assistant Secretary of EPCO, Inc.		06/20/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These Units are owned by EPCO, Inc. ("EPCO"). Dan L. Duncan owns 50.427% of the voting stock of EPCO.
(2)	These Units are owned by Duncan Family Interests, Inc. ("DFI"), an indirect, wholly-owned subsidiary of EPCO.
(3)	These Units are owned by the Duncan Family 2000 Trust (the "2000 Trust") of which EPCO is the grantor.
(4)	These Units are owned by EPE Unit, a limited partnership established for the benefit of certain EPCO employees who are its Class B limited partners. DFI is the sole Class A limited partner and EPCO is the general partner of EPE Unit.
(5)	These Units are owned by Duncan LLC. Dan L. Duncan is the sole member of Duncan LLC.
(6)	EPE Unit owns 1,821,428 Units (reported in Table I). On August 23, 2010, EPE Unit will be liquidated and will distribute to the Class B Limited Partners a total number of Units equal to approximately 1,821,428 minus the quotient of $51,000,000 divided by the market price (as defined) of the Units on August 23, 2010. The remaining Units will be distributed to DFI as the Class A Limited Partner.
(7)	The power of attorney under which this form was signed is on file with the Commission.

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