SCHEDULE 13D/A

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SCHEDULE 13D/A

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SCHEDULE 13D/A

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SCHEDULE 13D/A

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SCHEDULE 13D/A

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SCHEDULE 13D/A

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This Amendment No. 5 on Schedule 13D/A (“Amendment No. 5”) is being filed by Dan L. Duncan, an individual residing in Houston, Texas (“Dan Duncan”), DFI Delaware Holdings L.P. (formerly Enterprise Products Delaware Holdings, L.P.), a Delaware limited partnership (“DFIDH”), Duncan Family Interests, Inc. (formerly EPC Partners II, Inc.), a Delaware corporation (“DFI”), EPCO, Inc. (formerly Enterprise Products Company), a Texas corporation (“EPCO”), Dan L. Duncan LLC, a Texas limited liability Company (“DDLLC”), and Enterprise GP Holdings L.P., a Delaware limited partnership (“GP Holdings”) to amend the Schedule 13D originally filed on August 14, 2003, as amended by Amendment No. 1 thereto, filed September 12, 2003, Amendment No. 2 thereto, filed December 19, 2003, Amendment No. 3 thereto, filed June 2, 2004 and Amendment No. 4 thereto, filed August 20, 2004 (the “Original Schedule 13D”), by Dan Duncan, DFIDH, DFI and EPCO.

Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Original Schedule 13D.

Item 1. Security and Issuer.

No change to this Item.

Item 2. Identity and Background.

Item 2 of the Original Schedule 13D is hereby amended to read its entirety as follows:

This statement is being filed by Dan L. Duncan, an individual residing in Houston, Texas (“Dan Duncan”), DFI Delaware Holdings, L.P., a Delaware limited partnership (“DFI”), Duncan Family Interests, Inc., a Delaware corporation (“DFI”), EPCO, Inc., a Texas corporation (“EPCO”), Dan L. Duncan LLC, a Texas limited liability company (“DDLLC”), and Enterprise GP Holdings L.P., a Delaware limited partnership (“GP Holdings”). Each of Dan Duncan, DFIDH, DFI, EPCO, DDLLC and GP Holdings is referred to herein a “Reporting Person.”

Dan Duncan’s business address is 2727 North Loop West, Houston, Texas 77008. Dan Duncan is a Director and Chairman of Enterprise Products GP, LLC, a Delaware limited liability company and the sole general partner of the Issuer (“EPGP”). EPGP’s principal business address and principal office address is 2727 North Loop West, Houston, Texas 77008.

EPCO is an entity controlled by Dan Duncan through Dan Duncan’s 50.4% ownership interest in the Class A Common Stock of EPCO. EPCO’s principal business is to provide employees and management and administrative services (i) to the Issuer and EPGP in its capacity as general partner of the Issuer, (ii) to GP Holdings and its general partner, and (iii) through GP Holdings, to Texas Eastern Products Pipeline Company, LLC (“TEPPCO GP”) and TEPPCO Partners, L.P., a publicly-traded Delaware limited partnership (“TEPPCO”). In addition, EPCO owns and operates a trucking business that provides transportation services to the NGL and petrochemical industry. EPCO’s principal business address and principal office address is 2707 North Loop West, Houston, Texas 77008.

DFI is a wholly-owned subsidiary of EPCO. DFI has no independent operations and its principal function is to directly and indirectly hold EPCO’s equity interest in the Issuer,

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consisting of a 95% interest in EPGP and the Common Units held by DFIDH. DFI’s principal business address and principal office address is 103 Foulk Road, Suite 200, Wilmington, Delaware 19803.

DFIDH is an indirect wholly-owned subsidiary of DFI (which is a wholly-owned subsidiary of EPCO). DFIDH has no independent operations and its principal function is to hold DFI’s indirect equity interest in the Issuer. DFIDH’s principal business address and principal office address is 103 Foulk Road, Suite 200, Wilmington, Delaware 19803.

DDLLC is wholly-owned by Dan Duncan (as the sole member thereof). DDLLC owns (i) a 5% interest in EPGP, (ii) an indirect 1% general partner interest and direct 4% limited partner interest in GP Holdings, and (iii) other personal investments of Dan Duncan, and has no other business operations. DDLLC’s principal business address and principal office address is 2727 North Loop West, Houston, Texas 77008.

GP Holdings is owned by DFI (with a 95% limited partner interest) and DDLLC (with a 4% limited partner interest and an indirect 1% general partner interest). The assets of GP Holdings currently consist of a 9.9% interest in EPGP, 13,454,498 Common Units of the Issuer, a 100% membership interest in TEPPCO GP (which is the general partner of TEPPCO) and 2,500,000 common units of TEPPCO (representing approximately 4% of the outstanding TEPPCO common units). GP Holdings’ principal business address and principal office address is 2727 North Loop West, Houston, Texas 77008.

Appendix A hereto sets forth information with respect to the directors and executive officers of EPCO and DFI and the managers and executive officers of DDLLC.

During the last five years, no Reporting Person nor, to the best of their knowledge, any entity or person with respect to whom information is provided in Appendix A to this Schedule 13D in response to this Item has, during the last five years, been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended by adding the following at the end of such item:

On September 30, 2004, Dan Duncan and the Duncan Family 2000 Trust (described in Item 5 below) acquired 199,100 Common Units and 476,057 Common Units, respectively, resulting from the conversion of each of their common units of GulfTerra Energy Partners, L.P. (“GulfTerra”) into 1.81 Common Units pursuant to the merger of GulfTerra into a subsidiary of the Issuer on that date. Such GulfTerra common units had been acquired by them through various open market purchases in February 2004 through April 2004 at prices (on a converted Common Unit basis) ranging from $21.204 to $23.1776 per Common Unit. The source of funds

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used to purchase such GulfTerra common units was cash on hand or margin account borrowings of Dan Duncan and the Duncan Family 2000 Trust at the time of each such purchase.

On November 5, 2004, Dan Duncan, the Duncan Family 2000 Trust and DFIDH purchased 9,104 Common Units, 62,436 Common Units and 1,909,791 Common Units, respectively, pursuant to the Issuer’s Distribution Reinvestment Plan (the “DRIP”) at a price of $22.25375 per Common Unit. On February 14, 2005, Dan Duncan, the Duncan Family 2000 Trust and DFIDH purchased 8,277 Common Units, 69,183 Common Units and 1,189,414 Common Units, respectively, pursuant to the DRIP at a price of $25.2225 per Common Unit. The sources of funds for such purchases were the quarterly cash distributions paid by the Issuer on those dates with respect to the Common Units held by the purchasers.

On January 14, 2005, GP Holdings purchased 13,454,498 Common Units and a 9.9% interest in EPGP from El Paso Corporation for a total purchase price of $425 million, with the allocated price per Common Unit being $24.39. GP Holdings received the funds used to purchase the Common Units from its ultimate parent, EPCO, who borrowed the funds under its bank credit facility, a current copy of which is filed as Exhibit 99.1 hereto.

Item 4. Purpose of the Transaction.

No change to this Item.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is deleted in its entirety and the following is substituted in lieu thereof:

(a) DFIDH holds directly 118,078,425 Common Units. DFIDH is an indirect wholly-owned subsidiary of DFI. Accordingly, DFI has an indirect beneficial ownership interest in the 118,078,425 Common Units owned by DFIDH.

DFI is a wholly-owned subsidiary of EPCO. Therefore, EPCO has an indirect beneficial ownership interest in the 118,078,425 Common Units held by DFIDH.

GP Holdings holds directly 13,454,498 Common Units. DDLLC controls GP Holdings with its indirect 1% general partner interest. DFI and DDLLC hold 95% and 4% limited partner interests, respectively, in GP Holdings. Dan Duncan owns a 100% membership interest in DDLLC. Accordingly, each of Dan Duncan, DDLLC and GP Holdings are the beneficial owners of the 13,454,498 Common Units held by GP Holdings. Dan Duncan shares voting and dispositive powers with respect to these Common Units with the other managers/executive officers of DDLLC shown on Appendix A.

Dan Duncan is the record owner of 530,237 Common Units. Therefore, Dan Duncan exercises sole voting and dispositive power with respect to the 530,237 Common Units that he owns. In addition, Dan Duncan has the sole power to direct the voting and disposition of the Common Units held by (1) the Duncan Family 1998 Trust, which owns 5,918,200 Common Units, and (2) the Duncan Family 2000 Trust, which owns 5,469,415 Common Units. Therefore,

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Dan Duncan is also the beneficial owner of the 5,918,200 and 5,469,415 Common Units held by the Duncan Family 1998 Trust and the Duncan Family 2000 Trust, respectively.

Dan Duncan owns 50.437% of the voting stock of EPCO and, accordingly, exercises sole voting and dispositive power with respect to assets of EPCO, but since the 118,078,425 Common Units beneficially owned by EPCO are owned directly by DFIDH, Dan Duncan shares voting and dispositive power over those Common Units with the directors of DFI (and the directors of EPCO) shown on Appendix A. The remaining shares of EPCO capital stock are owned primarily by trusts established for the benefit of members of Dan Duncan’s family. The 118,078,425 Common Units beneficially owned by Dan Duncan through EPCO plus the 13,454,498 Common Units beneficially owned by Dan Duncan through DDLLC, the 530,237 Common Units directly owned by Dan Duncan, the 5,918,200 Common Units owned by the Duncan Family 1998 Trust and the 5,469,415 Common Units owned by the Duncan Family 2000 Trust represent a total of 143,450,775 Common Units beneficially owned by Dan Duncan, or 37.4% of the outstanding Common Units (based upon the number of Common Units outstanding on March 15, 2005).

(b) As set forth herein, Dan Duncan has sole voting and dispositive power over the 530,237 Common Units that he owns, the 5,918,200 Common Units owned by the Duncan Family 1998 Trust, and the 5,469,415 Common Units owned by the Duncan Family 2000 Trust. Dan Duncan also has shared voting and dispositive power over the 118,078,425 Common Units beneficially owned by EPCO and the 13,454,498 Common Units beneficially owned by DDLLC.

As set forth herein, EPCO has shared voting and dispositive power over the 118,078,425 Common Units held by DFIDH (an indirect wholly-owned subsidiary of EPCO).

As set forth herein, DFI (a wholly-owned subsidiary of EPCO) has shared voting and dispositive power over the 118,078,425 Common Units held by DFIDH, its indirect wholly-owned subsidiary.

As set forth herein, DFIDH has shared voting and dispositive power over the 118,078,425 Common Units held by DFIDH.

As set forth herein, Dan Duncan, DDLLC and GP Holdings have shared voting and dispositive power over the 13,454,498 Common Units held by GP Holdings.

(c) Except as described in Item 3, none of the Reporting Persons have effected any transactions in Common Units in the past 60 days.

(d) No person other than as set forth in the response to this Item 5 has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the Common Units beneficially owned by the Reporting Persons.

(e) Not applicable.

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Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to
                 Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby deleted in its entirety and the following is substituted in lieu thereof:

Substantially all of the Common Units held by DFIDH and GP Holdings and DFI’s 95% interest in EPGP are pledged as collateral under EPCO’s $2.4 billion Credit Agreement filed as Exhibit 99.1 hereto.

The Credit Agreement contains various representations and warranties, affirmative and negative covenants and events of default. The Credit Agreement restricts EPCO’s ability and in certain cases, the ability of its subsidiaries (excluding the Issuer, EPGP and their respective subsidiaries), to, among other things, incur indebtedness, create certain liens, enter into certain change of control transactions, make certain restricted payments, and enter into certain prohibited agreements. In addition, the Credit Agreement requires that EPCO comply with certain financial convents, including a minimum net worth covenant and a ratio of consolidated debt-to-consolidated EBITDA covenant. The Agreement contains customary and other events of default relating to defaults of EPCO and certain of its subsidiaries, including certain defaults involving the Issuer and other EPCO affiliates. An event of default under the Credit Agreement followed by a foreclosure on the pledged Common Units could result in the lenders under the Credit Agreement acquiring voting and dispositive powers over such Common Units.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby deleted in its entirety and the following is substituted in lieu thereof:

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

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APPENDIX A

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS

OF

EPCO, INC.

Directors and Executive Officers of EPCO, Inc. (“EPCO”). Set forth below is the name, current business address, citizenship and the present principal occupation or employment of each director and executive officer of EPCO. Unless otherwise indicated below, the current business address for each of the individuals listed below is 2727 North Loop West, Houston, Texas 77008. Unless otherwise indicated, each such person is a citizen of the United States of America.