FILED BY GULFTERRA ENERGY PARTNERS, L.P.
                                             PURSUANT TO RULE 425
                                UNDER THE SECURITIES ACT OF 1933,
                                      AS AMENDED AND DEEMED FILED
   PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934
               SUBJECT COMPANY; ENTERPRISE PRODUCTS PARTNERS L.P.
                                     COMMISSION FILE NO.: 1-14323



GULFTERRA  ENERGY  PARTNERS,  L.P. ("GULFTERRA")  AND  ENTERPRISE
PRODUCTS  PARTNERS L.P. ("ENTERPRISE") WILL FILE  A  JOINT  PROXY
STATEMENT/PROSPECTUS  AND  OTHER  RELEVANT  DOCUMENTS  WITH   THE
SECURITIES  AND  EXCHANGE  COMMISSION,  INVESTORS  AND   SECURITY
HOLDERS   ARE   URGED   TO  READ  CAREFULLY   THE   JOINT   PROXY
STATEMENT/PROSPECTUS  AND  OTHER  RELEVANT  DOCUMENTS  WHEN  THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING  GULFTERRA,  ENTERPRISE AND THE  MERGER.  A  DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS WILL BE SENT TO SECURITY HOLDERS
OF  GULFTERRA AND ENTERPRISE SEEKING THEIR APPROVAL OF THE MERGER
TRANSACTIONS.  INVESTORS AND SECURITY HOLDERS MAY OBTAIN  A  FREE
COPY  OF  THE  JOINT  PROXY  STATEMENT/PROSPECTUS  (WHEN  IT   IS
AVAILABLE)  AND  OTHER RELEVANT DOCUMENTS CONTAINING  INFORMATION
ABOUT  GULFTERRA  AND  ENTERPRISE  AT  THE  SEC'S  WEB  SITE   AT
WWW.SEC.GOV.    COPIES    OF   THE   DEFINITIVE    JOINT    PROXY
STATEMENT/PROSPECTUS   AND  THE  SEC   FILINGS   THAT   WILL   BE
INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS
MAY  ALSO  BE  OBTAINED FOR FREE BY DIRECTING A  REQUEST  TO  THE
RESPECTIVE  PARTNERSHIPS.  GULFTERRA  AND  ENTERPRISE   AND   THE
OFFICERS  AND DIRECTORS OF THEIR RESPECTIVE GENERAL PARTNERS  MAY
BE  DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM
THEIR  SECURITY HOLDERS. INFORMATION ABOUT THESE PERSONS  CAN  BE
FOUND  IN GULFTERRA'S AND ENTERPRISE'S RESPECTIVE ANNUAL  REPORTS
ON FORM 10-K FILED WITH THE SEC, AND ADDITIONAL INFORMATION ABOUT
SUCH   PERSONS   MAY   BE   OBTAINED   FROM   THE   JOINT   PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE.


This filing relates to an employee Question and Answer posting on
GulfTerra Energy Partners, L.P.'s ("GulfTerra") website regarding
the proposed merger between GulfTerra  and Enterprise Products
Partners L.P. ("Enterprise") previously announced on Monday,
December 15, 2003.


        GulfTerra/Enterprise Merger Questions and Answers


  1.   Will Enterprise recognize Coastal, GTT and other acquired
       companies employment dates or will the employee's employment
       date be based on the El Paso acquisition dates?

       Enterprise will recognize the same eligible service that
       El Paso presently recognizes.  In other words, an
       employee's prior eligible service with Coastal, PGE/GTT,
       Valero, Sonat, ANR, etc. will be recognized by Enterprise
       if it is presently recognized by El Paso.

  2.   Will former ANR employees working in the HIOS system have
       their time bridged back to their ANR hire date?

       El Paso currently recognizes prior eligible service with
       ANR for calculations of pension pay credits and vesting
       under El Paso's Cash Balance Plan, PTO, EIB, etc.  The
       only area in which HIOS/ANR service is not considered is
       in the calculation of severance benefits; the most recent
       hire date is used for calculation of severance benefits.
       Enterprise will recognize your prior service with ANR in
       the calculation of their benefit programs.

  3.   What will happen to our PTO/Vacation when the merger closes?
       Will employees be paid for their unused PTO, and if so will they
       be able to take vacation in 2004 with Enterprise?

       At the close of the merger El Paso Field Service
       employees who become Enterprise employees will receive
       pay for PTO that has been earned but not used as of the
       effective date of the closing.  (PTO is earned at the
       rate of one-twelfth (1/12) of the employee's total
       maximum annual allocation rounded to the nearest whole
       day for each month or partial month worked during the
       year.)

       Employees will not receive compensation for PTO carried
       over from 2003, nor will they be reimbursed or
       compensated for PTO that was "exchanged" to offset
       benefit costs.  An employee who utilizes more of his/her
       PTO allocation than has been earned will see a deduction
       in his/her final check from El Paso for PTO used in
       excess of what has been earned.

       Enterprise will provide employees with a pro rated share
       of their annual vacation allocation to be taken during
       the remainder of 2004.

       Employees who are not retained by either company will
       receive pay for the unused portion of their annual PTO
       allocation.  As stated earlier, employees will not be
       paid for PTO carried over from last year or for PTO used
       to offset benefit costs.

  4.   Will PTO entitlement for the years of service remain intact?
       If not, how do they differ and how much vacation or PTO will
       employees be given?

       Enterprise has separate vacation and sick leave policies.
       Enterprise is presently reviewing the process to be used
       to integrate our PTO and their vacation and sick leave
       policies.  More information on this subject will be
       provided in the future.  Currently, Enterprise's vacation
       benefit schedule provides for 2 weeks of vacation after 1
       year of service, three weeks beginning January 1 of your
       5th year of service, four weeks beginning January 1 of
       your 10th year of service, and five weeks beginning
       January 1 of your 20th year of service.

  5.   Can you carry forward any vacation from one year to the
       next?

       Enterprise does not presently allow employees to carry
       unused vacation from one year to the next.

  6.   El Paso has announced that employees will see a base salary
       adjustment in 2004.  Will employees of EPFS and GTM assets be
       included in this program?

       Yes.  EPFS employees will be eligible for base salary
       adjustments which will become effective 4/1/04 and will
       be reflected on 4/15/04 paychecks.

  7.   Does everyone have to apply for their current jobs? If not,
       why do El Paso employees need to complete an application if El
       Paso's Human Resources department already has all of the
       pertinent employee information?

       The requirement to complete an application does not imply
       that employees must apply for employment with Enterprise.
       Enterprise is requiring El Paso employees to complete
       applications in order to gather pertinent information
       about employees and for the purpose of ensuring
       employee's willingness to comply with Enterprise's rules,
       policies and procedures, including but not limited to
       random drug testing.

  8.   How will the determination be made concerning which
       employees become Enterprise employees?  Will that pool
       be limited to those employees already in the midstream
       group, or will there be a "draft" from other divisions
       within the corporation?  When will employees move over
       to Enterprise?  When will the merger be complete?

       A new organization that will include both Enterprise and
       El Paso employees is presently being developed.  The
       first step in this process was the selection of senior
       management.  Now that the senior management team has been
       announced, the process of staffing the new organization
       will begin.  There will not be a draft from the other
       operating units of El Paso.  Enterprise will extend offer
       letters to those employees who will continue with the new
       organization. Upon accepting the offer those employees
       continuing with Enterprise will become employees of
       Enterprise Products Company at the close of the merger
       between GulfTerra and Enterprise.  Although we cannot be
       sure when the merger will be completed, the merger is
       expected to close the second half of 2004.

  9.   Will current El Paso personnel be involved in the formation
       of the new Enterprise organization?

       As the future President and COO of Enterprise Products
       Partners, L.P., Bob Phillips, currently President of EPFS
       and CEO of GulfTerra Energy Partners, L.P. is presently
       involved in the formation of the post merger
       organization. Now that the senior management team has
       been selected, a transition team has also been formed to
       assist in staffing the rest of the organization.

  10.  Is it a foregone conclusion that the existing El Paso Field
       Services facilities in LA (Riverside, Eunice, Sabine Plant,
       Pelican) will not be included in the merger and will be
       reassigned to the new El Paso unregulated unit?

       These assets are not presently owned by GulfTerra Energy
       Partners and are not being purchased from El Paso by
       Enterprise.

  11.  Will the EPFS facilities be reorganized under the El Paso
       non-regulated group prior to the completion of the GTM/EPD
       merger?   If so, when will this happen?

       A transition plan for the assets, which are not part of
       the merger between Enterprise and GulfTerra, is being
       developed to reorganize the assets and personnel under
       the El Paso non regulated business unit.

  12.  Is there a hiring freeze at the present time?  Will we be
       able to fill positions between now and the merger /
       reorganization?

       There is not a hiring freeze at the present time;
       however, all positions are being critically evaluated to
       determine overall necessity prior to being filled.

  13.  Will unvested employees of the El Paso Cash Balance Plan be
       vested upon the close of the merger?

       EPFS Employees who continue employment with Enterprise
       and who are not presently vested in the El Paso CBP will
       be 100% vested upon the close of the merger.

  14.  Explain the vesting period for the Enterprise 401(k) match.

       To receive the 5% match an employee must participate in
       the 401(k) by contributing 5% of his/her earnings.  In
       order to be vested in the matching funds an employee must
       have three years of service.

       If you have three or more years of service with El Paso
       at the time of the merger you will be 100% vested in the
       Enterprise 401(k) plan.  If you do not have three or more
       years of service with El Paso your service will count
       towards the three year vesting requirement.

  15.  Currently El Paso contributes between 4% and 7% of eligible
       earnings into the Cash Balance Plan and matches 50% of an
       employee's contributions up to 6% in the 401(k). This equates to
       between 7% and 10% retirement contributions from El Paso's CBP
       and 401(k) Plans.  Enterprise matches 401(k) contributions dollar
       for dollar up to 5% of eligible earnings.  What if an employee
       has extenuating circumstances and must cut 401(k) contributions
       for a year or two.  Will he/she receive any retirement
       contributions and will Enterprise provide additional funding to
       offset the reduction in contributions?

       In addition to matching the first 5% of an employee's
       401(k) contributions, Enterprise contributes 2% of an
       employee's eligible earnings into the 401(k).  This is
       not based upon or tied to an employee's contribution and
       is in addition to any matching funds.  Employees are
       immediately vested in the 2% contribution.  In the event
       an employee must terminate or reduce contributions to the
       401(k), Enterprise does not provide additional or
       supplemental contributions beyond the 2% contribution.

  16.  What options will be available to employees who become
       Enterprise employees with respect to the El Paso 401(k) plan?

       El Paso employees who become employees of Enterprise will
       have several options available to them with respect to
       their 401(k) plan.  Generally speaking, if an employee
       has over $5,000 in his/her 401(k) plan (s)he may leave
       his/her money in the El Paso 401(k) plan.  (If this
       option is selected the employee will be able to move
       money from one fund to another, but will not be able to
       make contributions or take out loans.)  Alternatively,
       the employee may roll his/her funds over into a private
       IRA and/or into the Enterprise 401(k) plan, or as a final
       option the employee may elect to take a cash distribution
       and/or an in-kind distribution of his/her El Paso stock
       account.  (Based upon the employee's age there may be
       certain tax liabilities and penalties associated with
       this option.)  El Paso and Enterprise are currently
       working together on possibly providing the opportunity
       for participants with outstanding loans in the El Paso
       401(k) Plan to be able to roll the loan balances over to
       the Enterprise 401(k) Plan and continue loan repayments
       under the Enterprise plan.  More information on the
       availability of this option is forthcoming.

  17.  What options for investment decisions are available in
       Enterprise's 401(k)?  How many funds are available?

       Enterprise has a diverse package of investment options.
       There are presently thirteen investment options within
       the Enterprise 401(k) plan.  There are only two funds
       that are common to both the El Paso and Enterprise plans.

  18.  Can El Paso employees retain the same mutual fund accounts
       in the Enterprise 401(k) or will they have to change them
       when they transfer the 401(k) to Enterprise?

       El Paso's 401(k) plan is not being transferred to
       Enterprise; therefore, if you wish to roll over your El
       Paso 401(k) into Enterprise's 401(k) it will be treated
       as a non-taxable distribution.  This means that an
       employee's assets in the El Paso 401(k) plan will have to
       be sold and the proceeds rolled over to the Enterprise
       401(k) plan.  At that time you will be able to invest
       your money in the investment options available in
       Enterprise's 401(k).

  19.  Are shares or units of Enterprise available in the 401(k)?

       Enterprise does not currently offer shares or units of
       Enterprise as an investment option in their 401(k).
       However, an employee stock purchase plan is available.

  20.  Will there be any retirement incentive such as early
       retirement packages?

       El Paso does not plan to offer early retirement packages
       or any other early retirement incentives.

  21.  Regarding the GulfTerra merger, and anticipating that there
       will be more people laid off than will go with Enterprise, will
       El Paso have to give employees 45 days notice of termination of
       employment?

       Due to the present uncertainty regarding the number of
       employees to be affected by the merger, we are unable to
       answer this question at this time.  The company will
       comply with legal requirements regarding prior notice in
       the event of layoffs, closures or sales.

  22.  Will current El Paso retirees' benefits continue to be
       provided and administered by El Paso or will they be transferred
       to Enterprise?

       El Paso retirees' benefits will continue to be provided
       and administered by El Paso.