Ownership Submission
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 *
KNESEK MICHAEL J
   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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, PAO, & Controller
(Last)
(First)
(Middle)
1100 LOUISIANA STREET, SUITE 1000		 3. Date of Earliest Transaction (Month/Day/Year)
08/06/2010
(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 08/06/2010   M(1)   18,859 A $ 0 (1) 18,859 D  
Units Representing Limited Partnership Interests 08/06/2010   M(2)   26,016 A $ 0 (2) 44,875 D  
Units Representing Limited Partnership Interests 08/06/2010   M(3)   40,378 A $ 0 (3) 85,253 D  

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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
Class B Limited Partnership Interest in Enterprise Unit (1) 08/06/2010   M(1)     0 (1)   (1)   (1) Units (1) $ 0 0 (1) D  
Class B Limited Partnership Interest in EPE Unit L.P. (2) 08/06/2010   M(2)     0 (2)   (2)   (2) Units (2) $ 0 0 (2) D  
Class B Limited Partnership Interest in EPE Unit III L.P. (3) 08/06/2010   M(3)     0 (3)   (3)   (3) Units (3) $ 0 0 (3) D (4)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KNESEK MICHAEL J
1100 LOUISIANA STREET
SUITE 1000
HOUSTON, TX 77002		       SVP, PAO, & Controller  

Signatures

 /s/Wendi S. Bickett, Attorney-in-Fact on behalf of Michael J. Knesek   08/10/2010
**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) On August 6, 2010, Enterprise Unit L.P. ("Enterprise Unit") was liquidated in accordance with its agreement of limited partnership. Upon Enterprise Unit's liquidation, the reporting person's Class B limited partner interest in Enterprise Unit automatically converted into the right to receive 18,859 units representing limited partnership interests in Enterprise GP Holdings L.P. ("Units"), based on the reporting person's percentage share of Class B limited partner interest in Enterprise Unit immediately prior to the liquidation. After giving effect to the distributions related to the liquidation of Enterprise Unit, the reporting person no longer has any interest in Enterprise Unit.
(2) On August 6, 2010, EPE Unit L.P. ("EPE Unit") was liquidated in accordance with its agreement of limited partnership. Upon EPE Unit's liquidation, the reporting person's Class B limited partner interest in EPE Unit automatically converted into the right to receive 26,016 Units based on the reporting person's percentage share of Class B limited partner interest in EPE Unit immediately prior to the liquidation. After giving effect to the distributions related to the liquidation of EPE Unit, the reporting person no longer has any interest in EPE Unit.
(3) On August 6, 2010, EPE Unit III L.P. ("EPE Unit III") was liquidated in accordance with its agreement of limited partnership. Upon EPE Unit III's liquidation, the reporting person's Class B limited partner interest in EPE Unit III automatically converted into the right to receive 40,378 Units based on the reporting person's percentage share of Class B limited partner interest in EPE Unit III immediately prior to the liquidation. After giving effect to the distributions related to the liquidation of EPE Unit III, the reporting person no longer has any interest in EPE Unit III.
(4) The power of attorney under which this form was signed is attached.
 
Remarks:
Transaction Code M - Exercise or conversion of derivative security exempted pursuant to Rule 16b-3

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