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 a memorandum to employees to be posted on
GulfTerra Energy Partners, L.P.'s ("GulfTerra") website regarding
the proposed merger between GulfTerra  and Enterprise Products
Partners L.P. ("Enterprise") announced on Monday, December 15,
2003.

April 8, 2004


To:       Enterprise and GulfTerra Employees

From:          Dub Andras and Bob Phillips

Subject:  Merger Update



Since our last letter to all of you, significant progress
has been made toward our merger. We are continuing to make
progress on the regulatory front. Steps are being taken to
seek unitholder approval upon receiving clearances from
regulatory agencies. You may have heard that transition
teams have been formed. These functionally based teams are
up and running and many of you are actively engaged in this
process. We have been impressed with the level of
professionalism and cooperation that has been exhibited by
all participants. This is a strong indicator that we are all
committed to building a great company after the merger.

The teams are focusing on organizational assessment
activities which make up the first phase of our three phase
process. We look to these teams for recommendations on
ensuring that the best practices of both organizations are
incorporated. This is a key step in the merger process.
There has been significant progress in the assessment of
systems and processes that will be carried forward in the
merged organization.

The second phase, organization design, is just getting
underway, and is another very important step in developing
the joint organization. As we move through the second phase,
we anticipate further organizational announcements.

On-site meetings to inform GulfTerra employees of
Enterprise's benefit programs are currently being scheduled.
Enterprise benefits representatives will be on-site along
with GulfTerra human resource representatives to make
presentations and answer questions. These sessions are to
begin mid-April and continue through mid-May. GulfTerra
pension presentations begin within the next few weeks and
are intended to answer employee questions regarding pensions
and other benefits related issues. These sessions offer an
opportunity to direct questions to your Human Resources
representative.

Questions can continue to be posted to Enterprise Human
Resources through the merger information website,
http://www.epplp.com/gtm. This website has recently been
updated with general FAQs about the merger, and it will
continue to be updated throughout the integration process.
Enterprise employees can access the FAQ's through their
intranet. The GulfTerra and Enterprise merger website on El
Paso's intranet site, EP Express, will also continue to
address merger related questions.


The merger is still on track to close in the second half of
this year. When the merger is effective, the teams will be
actively involved in the implementation of the integration
plan. We know that you are working hard to keep this merger
moving forward and we appreciate your efforts. We will all
benefit from continued focus on our goal of building the
premier midstream company in the industry.