TableUNITED ofSTATES ContentsSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITEDFORM STATES SECURITIES AND EXCHANGE COMMISSION 8-K

Washington,CURRENT D.C. 20549 REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): September 30, 2004

~~Pursuant~~GULFTERRA toENERGY ~~Section 13~~PARTNERS, orL.P. 15 (d)Exact name of ~~the Securities~~registrant ~~Exchange~~as ~~Act~~specified ofin ~~1934~~ its charter)

Date of Report: September 7, 2004 (Date of Earliest Event Reported): August 31, 2004

Delaware	1-11680	76-0396023
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

GULFTERRA ENERGY PARTNERS, L.P.

	4 Greenway Plaza, Houston, Texas	77046
	(Address of Principal Executive Offices)	(Zip Code)

~~(Exact name of~~ Registrant’s asTelephone ~~specified~~Number, inincluding ~~its~~Area ~~charter~~Code: (713) 880-6500

~~Delaware~~Check ~~(State~~the orappropriate ~~Other~~box ~~Jurisdiction~~below ofif the ~~Incorporation)~~Form 18-~~11680~~K ~~(Commission~~filing ~~File~~is ~~Number)~~intended ~~76-0396023~~to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~I.R.S.~~see ~~Employer~~General ~~Identification~~Instruction NoA.2. below):

4¨ Written ~~Greenway~~communications ~~Plaza~~pursuant to ~~Houston,~~Rule ~~Texas~~425 ~~77046 (Address~~under ofthe ~~Principal~~Securities ~~Executive~~Act ~~Offices)~~ (~~Zip~~17 ~~Code~~CFR 230.425)

~~Registrant’s~~¨ Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule 14a-12 ~~code~~under the Exchange Act (~~832) 676~~17 CFR 240.14a-~~4853~~ 12)

~~Check the appropriate box below if the Form 8~~¨ Pre-Kcommencement ~~filing~~communications pursuant ~~is intended~~ to ~~simultaneously~~ ~~satisfy~~Rule ~~the~~14d-2(b) ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~ ~~provisions~~Exchange Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.14d-2~~. below~~(b): )

o¨ Pre-commencement ~~Written~~ communications pursuant to Rule ~~425~~13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~13e-4(c))

oItem Soliciting5.01. materialChanges pursuantin toControl Ruleof 14a-12 under the Exchange Act (17 CFR 240Registrant.14a-12)

o On September ~~Pre-commencement~~30, ~~communications~~2004 ~~pursuant~~(the to“Effective ~~Rule~~Date”), ~~14d-2~~in accordance with the Merger Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P. (b“Enterprise”), ~~under~~Enterprise Products GP, LLC (“Enterprise GP”), Enterprise Products Management LLC (“Merger Sub”), GulfTerra Energy Partners, L.P. (the ~~Exchange~~“Company”) ~~Act~~and GulfTerra Energy Company, L.L.C. (17the ~~CFR~~“General Partner”), ~~240~~as such agreement has been amended by Amendment No.~~14d-2~~ 1 thereto, dated as of August 31, 2004 (bthe “Merger Agreement”), Merger Sub merged with and into the Company (the “Merger”), and the separate existence of Merger Sub ceased. The Company is the surviving entity of the merger and is a wholly-owned subsidiary of Enterprise.

o Additionally, Enterprise ~~Pre-commencement~~and ~~communications~~its ~~pursuant~~subsidiaries completed certain other transactions related to ~~Rule~~the Merger, ~~13e-4(c)~~including ~~under~~the acquisition of the ~~Exchange~~50% ~~Act~~interest ~~(17~~in ~~CFR~~the ~~240.13e-4~~General Partner held by a subsidiary of El Paso Corporation (c“El Paso”)), resulting in Enterprise owning a 100% membership interest in the Company’s general partner.

~~TABLE~~ A description OFof ~~CONTENTS~~the Merger and the related transactions and all agreements executed in connection therewith are contained in GulfTerra’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2003 and September 7, 2004 and are incorporated by reference herein.

~~Item~~ Immediately prior 1to closing the Merger, a subsidiary of El Paso conveyed its 50% membership interest in the General Partner (the “General Partner Interest”) to Enterprise GP, in exchange for $370 million in cash and a 9.019% ~~Entry~~membership ~~into~~interest in Enterprise GP, and Enterprise GP thereupon made a ~~Material~~capital ~~Definitive~~contribution ~~Agreement~~of the General Partner Interest to Enterprise (without increasing its interest in the earnings on cash distributions of Enterprise). ~~Item~~Enterprise 9GP borrowed the foregoing $370 million purchase price from Dan Duncan LLC (which owns a 4.01505% membership interest in Enterprise GP), which obtained the funds from a loan from EPCO, Inc. ~~Financial~~(“EPCO”) ~~Statements~~(which ~~and~~indirectly ~~Exhibits~~owns an 85.595% membership ~~SIGNATURES~~interest ~~EXHIBIT~~in ~~INDEX~~Enterprise ~~Amend~~GP). #1EPCO obtained the $370 million for its loan to ~~Merger~~Dan Duncan LLC using borrowings under its Amended and Restated Credit Agreement dated ~~8/31/~~as of August 25, 2004 among EPCO, the Lenders party therto, Wachovia Bank, National Association, as Administrative Agent, The Bank of Nova Scotia and JPMorgan Chase Bank as Co-Syndication Agents, Bayerische Hypo-Und Vereinsbank AG, New York Branch and Barclays Bank PLC as Co-Documentation Agents.

~~Table~~ In connection with the Merger, Enterprise paid $500 million cash to El Paso in exchange for 10,937,500 Series C Units (the “Series C Units”) of ~~Contents~~GulfTerra and 2,876,620 Series A Common Units of GulfTerra (the “Common Units” and together with the Series C Units, the “Purchased Units”), and the remaining outstanding GulfTerra Common units (7,433,425 of which were owned by El Paso) were converted into 104,549,889 Common Units of Enterprise (13,454,499 of which are held by El Paso). As a result of the Merger, the Purchased Units became the sole limited partnership interests in the Company.

~~Item~~ Additionally, Enterprise ~~1.01.~~paid ~~Entry~~an ~~into~~aggregate aof ~~Material~~approximately ~~Definitive~~$962 ~~Agreement~~million to the lenders under the Company’s revolving credit facility and two senior secured term loans (the “Credit Facilities”), thereby terminating all of the Company’s obligations under the Credit Facilities.

On Enterprise paid ~~August 31,~~the ~~2004,~~purchase ~~GulfTerra~~price ~~Energy~~of ~~Partners~~the Merger, ~~L.P.~~the ~~(“GulfTerra”)~~refinancing of the Credit Facilities and the related transactions using borrowings under its (1) $750 Million Multi-Year Revolving ~~general~~Credit ~~partner,~~Agreement ~~GulfTerra~~dated ~~Energy~~as ~~Company~~of August 25, ~~L.L.C.~~2004, ~~and~~among Enterprise Products ~~Partners~~ Operating L.P., the ~~(“Enterprise”)~~Lenders ~~its~~party ~~general partner~~thereto, ~~Enterprise~~Wachovia ~~Products~~Bank, GPNational Association, ~~LLC~~as Administrative Agent, ~~amended~~CitiBank, ~~their~~N.A. ~~agreement~~and ~~with~~JPMorgan ~~respect~~Chase toBank, ~~the~~as ~~merger~~Co-Syndication Agents, Mizuho Corporate Bank, Ltd., SunTrust Bank and The Bank of ~~GulfTerra~~Nova ~~into~~Scotia, aas Co-Documentation Agents, and (2) $2.25 ~~wholly~~Billion 364-~~owned~~Day ~~subsidiary~~Revolving Credit Agreement dated as of August 25, 2004, among Enterprise Products (Operating L.P., the ~~“Merger”)~~Lenders party thereto, Wachovia Bank, National Association, as Administrative Agent, CitiCorp North America, Inc. and Lehman Commercial Paper Inc., as Co-Syndication Agents.

~~Amendment~~ As a ~~No. 1~~condition (to closing the ~~“Amendment”)~~Merger, toall of the ~~original~~directors ~~Merger~~of ~~Agreement,~~the ~~dated~~General Partner resigned from their positions as directors of ~~December 15,~~the ~~2003~~General (Partner as of the “Effective Date of the Merger. ~~Agreement”)~~On the Effective Date, byRobert G. Phillips and ~~among~~W. Matt Ralls, both directors of the General ~~parties~~Partner ~~listed~~prior ~~above~~to the Merger, iswere ~~filed~~elected as ~~Exhibit 2~~ directors of Enterprise GP.1 toIn addition, ~~this~~Mr. ~~Current~~Phillips ~~Report~~became President and ~~provides~~Chief ~~for~~Operating ~~the~~Officer ~~following~~of ~~changes~~Enterprise toGP on the ~~original~~Effective ~~Merger~~Date. ~~Agreement:~~These appointments were previously described prospectively in GulfTerra’s Proxy Statement, dated June 22, 2004 and filed with the Commission on June 23, 2004.

•Item The original Merger Agreement provided that the Merger would occur on the 20th business day following the satisfaction or waiver of all conditions set forth in the Merger Agreement9. The parties have amended this provision to provide that the Merger will occur on the business day following the date on which the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is terminated01. •Financial TheStatements parties added a new section to the Merger Agreement providing that if the Merger occurs between September 2, 2004 and September 29, 2004, the Merger shall be deemed to be effective, for financial accounting purposes only, on September 1, 2004Exhibits. • The parties amended their agreement with respect to the maintenance by Enterprise of officers’ and directors’ liability insurance covering certain officers and directors of GulfTerra and certain of its affiliates for a period of three years following the effective time of the Merger. The original Merger Agreement provides that Enterprise may, at its option, cause coverage of such officers and directors to be extended by obtaining a three-year “tail policy” on terms and conditions no less advantageous than the existing insurance for such officers and directors. The Amendment provides that the total coverage under any such tail policy shall be limited to $50,000,000. Additionally, the Amendment provides that Enterprise shall also indemnify such officers and directors for a period of three years following the effective time of the Merger for an additional $50,000,000, which indemnity becomes operative only if the tail policy limit of $50,000,000 has been exhausted, as provided in an Indemnification Agreement, which is attached as Exhibit 5.21(A) to the Amendment. • The definition of “GulfTerra Purchased Units” was changed to make it consistent with the provisions of the Parent Company Agreement (as defined in the Merger Agreement). • The definition of “Parent Company Agreement” was updated to include the amendment thereto dated April 19, 2004.

~~The~~ (a) Financial ~~remaining~~statements ~~provisions~~of ~~with~~businesses ~~respect to the Merger are unchanged~~acquired.

2 Not applicable.

~~Table~~ (b) Pro offorma ~~Contents~~financial information.

~~Item~~ Not 9applicable.~~01. Financial Statements and Exhibits.~~

	(a)		Financial statements of businesses acquired.
			Not applicable.
	(b)		Pro forma financial information.
			Not applicable.
	(c)		Exhibits.
	2.1		Amendment No. 1 to Merger Agreement, dated as of August 31, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C.

(c) Exhibits.

3 Exhibit No. Description

~~Table~~2.1 Merger Agreement, dated as of ~~Contents~~December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to GulfTerra’s Current Report on Form 8-K filed with the Commission on December 15, 2003).

~~SIGNATURES~~ 2.2 Parent Company Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.2 to GulfTerra’s Current Report on Form 8-K filed with the Commission on December 15, 2003).

~~Pursuant~~2.3 toSecond ~~the~~Amended ~~requirements~~and Restated Limited Liability Company Agreement of ~~the~~GulfTerra ~~Securities~~Energy ~~Exchange~~Company, ~~Act~~L.L.C., adopted by GulfTerra GP Holding Company, a Delaware corporation, and Enterprise Products GTM, LLC, a Delaware limited liability company, as of ~~1934~~December 15, ~~the registrant~~2003, ~~has~~(incorporated ~~duly~~by ~~caused~~reference ~~this~~to ~~report~~Exhibit 2.3 to beGulfTerra’s ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K byfiled with the ~~undersigned~~ ~~thereunto~~Commission ~~duly~~on ~~authorized~~December 15, 2003).

~~GULFTERRA~~2.4 ~~ENERGY~~Purchase ~~PARTNERS~~and Sale Agreement (Gas Plants), dated as of December 15, 2003, by and between El Paso Corporation, El Paso Field Services Management, Inc., El Paso Transmission, L.PL.C., ~~By:~~El ~~/s/~~Paso ~~William~~Field GServices Holding Company and Enterprise Products Operating L.P. ~~Manias~~(incorporated ~~William~~by Greference to Exhibit 2.4 ~~Manias~~to ~~Vice~~GulfTerra's ~~President~~Current ~~and~~Report ~~Chief~~on ~~Financial~~Form ~~Officer~~8-K ~~(Principal~~filed ~~Financial~~with ~~Officer~~the Commission on December 15, 2003).

~~Date:~~2.6 Amendment No. 1 to Merger Agreement, dated as of August 31, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to GulfTerra's Current Report on Form 8-K filed with the Commission on September 7, 2004 ).

4 SIGNATURES

~~Table~~ Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

	GULFTERRA ENERGY PARTNERS, L.P.

	By:	GulfTerra Energy Company, L.L.C.


Date: October 1, 2004	By:	/s/ Michael J. Knesek
		Michael J. Knesek Vice President, Controller and Principal Accounting Officer

Exhibit
Number		Exhibit Description
2.1		Amendment No. 1 to Merger Agreement, dated as of August 31, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C.

INDEX TO EXHIBITS

Exhibit No.

Description

2.1

Merger Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to GulfTerra’s Current Report on Form 8-K filed with the Commission on December 15, 2003).

2.2

Parent Company Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.2 to GulfTerra’s Current Report on Form 8-K filed with the Commission on December 15, 2003).

2.3

Second Amended and Restated Limited Liability Company Agreement of GulfTerra Energy Company, L.L.C., adopted by GulfTerra GP Holding Company, a Delaware corporation, and Enterprise Products GTM, LLC, a Delaware limited liability company, as of December 15, 2003, (incorporated by reference to Exhibit 2.3 to GulfTerra’s Current Report on Form 8-K filed with the Commission on December 15, 2003).

2.4

Purchase and Sale Agreement (Gas Plants), dated as of December 15, 2003, by and between El Paso Corporation, El Paso Field Services Management, Inc., El Paso Transmission, L.L.C., El Paso Field Services Holding Company and Enterprise Products Operating L.P. (incorporated by reference to Exhibit 2.4 to GulfTerra's Current Report on Form 8-K filed with the Commission on December 15, 2003).

2.6

Amendment No. 1 to Merger Agreement, dated as of August 31, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to GulfTerra's Current Report on Form 8-K filed with the Commission on September 7, 2004).

Filing Compare · GULFTERRA ENERGY PARTNERS L P