FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   EPE Holdings, LLC 2. Date of Event Requiring Statement (Month/Day/Year) 12/08/2008 3. Issuer Name and Ticker or Trading Symbol Duncan Energy Partners L.P. [DEP] (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 1000 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) HOUSTON, TX 77002 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Units Representing Limited Partnership Interests 5,393,100 I (1) (2) (4) By EPO

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units Representing Limited Partnership Interests	  (3)	  (3)	Common Units	37,333,887	$ (3)	I (1) (2) (4)	By GTM (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EPE Holdings, LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	Â	  X	Â	Â
Enterprise GP Holdings L.P. 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	Â	  X	Â	Â
ENTERPRISE PRODUCTS GP LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	Â	  X	Â	Â
Enterprise Products OLPGP, Inc. 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	Â	  X	Â	Â
Enterprise Products Operating LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	Â	  X	Â	Â
Enterprise Products GTM, LLC 103 FOULK ROAD, SUITE 202 WILMINGTON, DE 19803	Â	  X	Â	Â
Enterprise GTMGP, LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002	Â	  X	Â	Â
Enterprise GTM Holdings L.P. 1100 LOUISIANA STREET: SUITE 1000 HOUSTON, TX 77002	Â	  X	Â	Â

Signatures

William L. Soula, Assistant Secretary of EPE GP, EPD GP, OLPGP, and GTMGP; also Attorney-in-Fact on behalf of GTMLLC		12/18/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	EPE Holdings, LLC ("EPE GP") is the general partner of Enterprise GP Holdings L.P. ("EPE"). EPE owns 100% of the member interests in Enterprise Products GP, LLC ("EPD GP"). EPD GP is the general partner of Enterprise Products Partners L.P. ("EPD"). EPD owns 100% of the outstanding shares of Enterprise Products OLPGP, Inc. ("OLPGP") and 99.999% of the membership interests of Enterprise Products Operating LLC ("EPO"). OLPGP owns a .001% membership interest in EPO and is EPO's sole manager. EPO owns 100% of the membership interests of Enterprise Products GTM, LLC ("GTMLLC") and a 99% limited partner interest in Enterprise GTM Holdings L.P. ("GTM"). GTMLLC owns 100% of the membership interests in Enterprise GTMGP, LLC ("GTMGP"). GTMGP owns a 1% general partner interest in GTM. [Continued in footnote 2]
(2)	[Continued from footnote 1] As a result of GTM's acquisition of Class B units described in Table II hereof, GTM is, and GTMGP, GTMLLC, OLPGP, EPD GP, EPE and EPE GP are now deemed to be, greater than 10% holders of DEP units. Each of the reporting persons disclaims beneficial ownership of the common units included on this Form 3 other than to the extent of its pecuniary interest.
(3)	The Class B Units will convert to DEP common units on February 1, 2009 on a one-for-one basis.
(4)	On December 8, 2008, GTM contributed certain assets to the Issuer in exchange for 37,333,887 Class B Common Units representing limited partnership interest in the Issuer (the "Class B Units") and $280 million in cash. On December 8, 2008, EPO acquired 41,529 common units from the Issuer at a price of $12.04 per unit. EPO previously acquired a net 5,351,571 common units from the Issuer in connection with the Issuer's initial public offering priced on January 30, 2007. EPD has previously reported its indirect beneficial interest.
(5)	The power of attorney under which this form was signed is attached as Exhibit 24.

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