As filed with the Securities and Exchange Commission on March 7, 2011

     Registration No. 333-170774

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ENTERPRISE PRODUCTS PARTNERS L.P.

ENTERPRISE PRODUCTS COMPANY 2005 EPE LONG-TERM INCENTIVE PLAN
(Full title of the plan)

Delaware		76-0568219
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
		Stephanie C. Hildebrandt
1100 Louisiana Street, 10th Floor		1100 Louisiana Street, 10th Floor
Houston, Texas 77002		Houston, Texas 77002
(713) 381-6500		(713) 381-6500
(Address, including zip code,		(Name, address and telephone
of registrant’s		number, including area code,
principal executive offices)		of agent for service)

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

DEREGISTRATION OF SECURITIES

     On November 23, 2010, Enterprise Products Partners L.P. (the “Partnership”) filed a registration statement on Form S-8, Registration No. 333-170774 (the “Registration Statement”) with the Securities and Exchange Commission, which was deemed effective upon filing. The Registration Statement registered the offer and sale of 135,000 common units representing limited partner interests in the Partnership issuable pursuant to the Enterprise Products Company 2005 EPE Long-Term Incentive Plan (the “Registered Securities”).

     The offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Partnership in the Registration Statement to remove from registration by means of a post-effective amendment any of the Registered Securities which remain unsold at the termination of the offering, the Registration Statement is hereby amended by this Post-Effective Amendment No. 1 to remove from registration all Registered Securities which remain unsold to date.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 7, 2011.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

		Title (within Enterprise Products Holdings
Signature		LLC)		Date
/s/ Michael A. Creel   Michael A. Creel		Director, President and Chief Executive Officer (Principal Executive Officer)		March 7, 2011
/s/ W. Randall Fowler   W. Randall Fowler		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		March 7, 2011
*   A. James Teague		Director, Executive Vice President and Chief Operating Officer		March 7, 2011
/s/ Michael J. Knesek   Michael J. Knesek		Senior Vice President, Controller and Principal Accounting Officer		March 7, 2011
*   E. William Barnett		Director		March 7, 2011
*   Charles M. Rampacek		Director		March 7, 2011
*   Rex C. Ross		Director		March 7, 2011
*   Randa Duncan Williams		Director		March 7, 2011
*   Dr. Ralph S. Cunningham		Director		March 7, 2011

		Title (within Enterprise Products Holdings
Signature		LLC)		Date
*   Richard H. Bachmann		Director		March 7, 2011
*   Thurmon M. Andress		Director		March 7, 2011
*   Charles E. McMahen		Director		March 7, 2011
*   Edwin E. Smith		Director		March 7, 2011