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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(Print or Type Responses)

1. Name and Address of Reporting Person * WILLIAMS RANDA DUNCAN   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 1000 3. Date of Earliest Transaction (Month/Day/Year) 03/29/2010 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 03/29/2010   Z(1)   75,865 A $ 0 (1) 75,865 I (2) By EPCO Holdings Units Representing Limited Partnership Interests 03/29/2010   Z(1)   71,860,405 A $ 0 (1) 71,860,405 I (3) By DFI Units Representing Limited Partnership Interests 03/29/2010   Z(1)   25,162,804 A $ 0 (1) 25,162,804 I (4) By DFIGP Units Representing Limited Partnership Interests 03/29/2010   Z(1)   1,821,428 A $ 0 (1) 1,821,428 I (5) By EPE Unit Units Representing Limited Partnership Interests 03/29/2010   Z(1)   40,725 A $ 0 (1) 40,725 I (6) By EPE Unit II Units Representing Limited Partnership Interests 03/29/2010   Z(1)   4,421,326 A $ 0 (1) 4,421,326 I (7) By EPE Unit III Units Representing Limited Partnership Interests 03/29/2010   Z(1)   881,836 A $ 0 (1) 881,836 I (8) By Enterprise Unit Units Representing Limited Partnership Interests               75,000 I (9) By A&W Ltd. (10)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILLIAMS RANDA DUNCAN 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002	X	X

Signatures

/s/Stephanie C. Hildebrandt, Attorney-in-Fact on behalf of Randa Duncan Williams		04/08/2010
**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)	Following the death of Dan L. Duncan on March 29, 2010, beneficial ownership was acquired by the reporting person due to the reporting person becoming a voting trustee pursuant to the Dan Duncan LLC Voting Trust Agreement and the EPCO, Inc. Voting Trust Agreement, the voting trustees' control of Dan Duncan LLC ("Duncan LLC") and Enterprise Products Company (formerly named EPCO, Inc., "EPCO"), and the reporting person's pecuniary interest in the estate of Dan L. Duncan (the "Estate"). The reporting person disclaims beneficial ownership of the securities held by EPCO, Duncan LLC or their controlled affiliates other than to the extent of her pecuniary interest.
(2)	These Units are owned by EPCO Holdings, Inc. ("EPCO Holdings"), an indirect, wholly owned subsidiary of EPCO; the Estate owns beneficial interest of 50.427% of the voting stock of EPCO.
(3)	These Units are owned by Duncan Family Interests, Inc. ("DFI"), an indirect, wholly owned subsidiary of EPCO.
(4)	These Units are owned by DFI GP Holdings L.P. ("DFIGP"). Duncan LLC owns all of the member interests of the general partner of DFIGP, and a 4% limited partner interest in DFIGP. DFI owns a 95% limited partner interest in DFIGP.
(5)	These Units are owned by EPE Unit, L.P. ("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.
(6)	These Units are owned by EPE Unit II, L.P. ("EPE Unit II"), 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 II.
(7)	These Units are owned by EPE Unit III, L.P. ("EPE Unit III"), 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 III.
(8)	These Units are owned by Enterprise Unit L.P. ("Enterprise Unit"), a limited partnership established for the benefit of certain EPCO employees who are in its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of Enterprise Unit.
(9)	These Units are owned by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams.
(10)	The power of attorney under which this form was signed is attached.

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