SUMMARY

This summary highlights information from this prospectus to help you understand our units. You should read carefully the entire prospectus and the other documents to which we refer for a more complete understanding of this offering. You should read “Risk Factors” beginning on page 19 of this prospectus for more information about important risks that you should consider before making a decision to purchase units in this offering.

Unless otherwise stated, the information presented in this prospectus assumes that the underwriters do not exercise their option to purchase additional units and assumes an initial public offering price of $27.00 per unit. All references in this prospectus to “we,” “us,” “Enterprise GP Holdings” and “our” refer to Enterprise GP Holdings L.P. All references in this prospectus to “our general partner” refer to EPE Holdings, LLC. All references in this prospectus to “Enterprise Products Partners” refer to Enterprise Products Partners L.P. and its consolidated subsidiaries. All references in this prospectus to “Enterprise Products GP” refer to Enterprise Products GP, LLC, the general partner of Enterprise Products Partners. All references to “EPCO” refer to EPCO, Inc., our ultimate parent company, and its affiliates, unless the context indicates otherwise. All references in this prospectus to Enterprise Products Partners’ number of units, earnings per unit or unit price give effect to Enterprise Products Partners’ two-for-one unit split on May 15, 2002. The descriptions in this prospectus of our partnership interests in Enterprise Products Partners give effect to the contribution by EPCO of those interests to us in connection with the closing of this offering. We will enter into a new $525 million credit facility concurrently with the closing of this offering, which we refer to in this prospectus as our “new credit facility.”

Enterprise GP Holdings L.P.

We are the sole member of Enterprise Products GP, LLC, which is the general partner of Enterprise Products Partners L.P., a publicly traded partnership. Enterprise Products Partners is a North American energy company providing a wide range of processing, storage and transportation services (commonly referred to as midstream services) to producers and consumers of natural gas, natural gas liquids and crude oil, and an industry leader in the development of pipeline and other midstream assets in the continental United States and deepwater Gulf of Mexico.

Our assets consist of the following partnership interests in Enterprise Products Partners contributed to us by EPCO:

Because the incentive distribution rights currently participate at the maximum 25% sharing level (inclusive of the 2% general partner interest) in all distributions made by Enterprise Products Partners above $0.3085 per unit, future growth in distributions we receive from Enterprise Products Partners will not result from an increase in the sharing level associated with the incentive distribution rights. Please read “Enterprise Products Partners’ Cash Distribution Policy—Incentive Distributions.”

Since its initial public offering in 1998, Enterprise Products Partners has increased its quarterly distribution by approximately 87%, from $0.225 per unit, or $0.90 per unit on an annualized basis, to $0.42 per unit, or $1.68 per unit on an annualized basis. Based upon Enterprise Products Partners’ recently announced quarterly distribution of $0.42 per unit declared and payable with respect to the second quarter of 2005 and the number of its common units

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outstanding at July 15, 2005, we would have been entitled to receive a quarterly cash distribution of approximately $25.7 million (or approximately $102.8 million on an annualized basis), consisting of $3.3 million from Enterprise Products GP’s 2% general partner interest, $16.7 million from the associated incentive distribution rights and $5.7 million from the common units of Enterprise Products Partners that we own.

The graph set forth below shows the historical cash distributions declared and paid or payable during the periods shown with respect to our partnership interests in Enterprise Products Partners. From 2000 through 2004, the aggregate annual cash distributions declared and paid by Enterprise Products Partners in respect of all of its partnership interests increased 209%, from approximately $141.0 million to approximately $435.8 million. Over the same period, the aggregate annual cash distributions declared and paid by Enterprise Products Partners in respect of our partnership interests increased 258%, from $17.0 million, or 12.1% of Enterprise Products Partners’ aggregate annual distributions, to $60.8 million, or 14.0% of Enterprise Products Partners’ aggregate annual distributions. The increase in historical cash distributions on our partnership interests reflected in the graph set forth below generally resulted from the following:

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The graph set forth below shows hypothetical cash distributions payable in respect of our partnership interests in Enterprise Products Partners across an illustrative range of annualized distributions per unit made by Enterprise Products Partners. This information is based upon the following assumptions:

The following graph illustrates the impact to us of Enterprise Products Partners raising or lowering its per unit distribution from its recently announced quarterly distribution of $0.42 per unit, or $1.68 per unit on an annualized basis. This information is presented for illustrative purposes only and is not intended to be a prediction of future performance. In addition, it does not give effect to any potential future issuances of units by Enterprise Products Partners.

Based upon Enterprise Products Partners’ current quarterly distribution and partners’ capitalization and our anticipated expenses, we expect that our initial quarterly distribution will be $0.25 per unit, or $1.00 per unit on an annualized basis. Please read “Our Cash Distribution Policy and Restrictions on Distributions.” Enterprise Products Partners’ cash distributions to us will vary depending on several factors, including Enterprise Products Partners’ outstanding partnership interests on the record date for the distribution, the per unit distribution and our relative ownership of such partnership interests. If Enterprise Products Partners increases or decreases distributions to us, we would expect to increase or decrease distributions to our unitholders accordingly, although the timing and amount of such changes in distributions, if any, will not necessarily be comparable to the timing and amount of any changes in distributions made by Enterprise Products Partners. In addition, the level of distributions we receive may be affected by the various risks associated with an investment in us and the underlying business of Enterprise Products Partners. Please read “Risk Factors.”

On or about November 18, 2005, we will pay a prorated quarterly distribution (based on our initial quarterly distribution of $0.25 per unit) for the period between the consummation of our initial public offering and September 30, 2005. However, we cannot assure you that any distributions will be declared or paid. Please read “Our Cash Distribution Policy and Restrictions on Distributions.”

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Our Business Strategy

Our primary objective is to increase our cash available for distributions to our unitholders and, accordingly, the value of the limited partner interests in our partnership. In recent years, major independent oil and gas and other energy companies have divested significant midstream assets. Additionally, there have been several transactions involving the sale of general partner interests in publicly traded partnerships. We believe that asset rationalization among energy companies and transactions involving the sale of such general partner interests will continue. Our business strategy to capitalize on these trends is to:

For a description of our business opportunity agreements, please read “—Summary of Conflicts of Interest, Business Opportunity Agreements and Fiduciary Duties” and “Conflicts of Interest and Business Opportunity Agreements; Fiduciary Duties.”

The Transactions

At the closing of this offering, the following transactions will occur:

Employee Partnership

Prior to the closing of this offering, EPCO Holdings Inc., a wholly owned subsidiary of EPCO, will form a Delaware limited partnership, EPE Unit L.P., which we refer to as the employee partnership. EPCO Holdings will serve as the general partner of the employee partnership. In connection with the closing of this offering, EPCO Holdings will borrow $51 million to purchase an estimated 1,888,889 units from us at the initial public offering price. EPCO Holdings will contribute the purchased units, but not the related debt, to the employee partnership. In connection with the closing of this offering, certain EPCO employees, including all of our general partner’s executive officers other than our Chairman, Dan L. Duncan, will be issued limited partner interests without any capital contribution and admitted as limited partners of the employee partnership. EPCO Holdings will not be reimbursed, through the administrative services agreement or otherwise, for any expenses related to the employee partnership or to the purchase of the units to be contributed to the employee partnership. For additional information about this employee partnership, please read “Management—Enterprise GP Holdings—Executive Officer Compensation—Employee Partnership.”

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Our Structure

We were formed in April 2005. The chart below depicts our and our affiliates’ simplified organizational and ownership structure after giving effect to this offering (and based on the ownership of Enterprise Products Partners at July 15, 2005).

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