First Amendment to Underwriting Agreement

EXHIBIT 1.2

ENTERPRISE PRODUCTS PARTNERS L.P.

4,000,000 Common Units
Representing Limited Partner Interests

FIRST AMENDMENT TO UNDERWRITING AGREEMENT

November 30, 2005

UBS Securities LLC
299 Park Avenue
New York, New York 10171

Dear Sirs:

     Reference is made to that certain Underwriting Agreement, dated November 30, 2005 (the “Underwriting Agreement”), by and among Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”), Enterprise Products OLPGP, Inc., a Delaware corporation (“OLPGP”), Enterprise Products Operating L.P., a Delaware limited partnership (the “Operating Partnership” and collectively with the Partnership and OLPGP, the “Enterprise Parties”) and UBS Securities LLC (the “Underwriter”), pursuant to which the Partnership agreed to sell to the Underwriter 4,000,000 common units, each representing a limited partnership interest in the Partnership (the “Common Units”), to the Underwriter and granted to the Underwriter an option to purchase up to an additional 600,000 Common Units. The Enterprise Parties and the Underwriter wish to amend the Underwriting Agreement in accordance with Section 19 of the Underwriting Agreement (this “Amendment”). Capitalized terms used and not defined in this Amendment shall have the respective meanings assigned to them in the Underwriting Agreement.

     The parties to this Amendment hereby agree that Schedule I to the Underwriting Agreement shall be deleted in its entirety and replaced with Schedule I hereto effective as of the time of execution of the Underwriting Agreement. Except as expressly modified by this Amendment, the Underwriting Agreement is unmodified and this Amendment shall not impair the full force and effect of the Underwriting Agreement.

[Signature Pages to Follow]

     If the foregoing correctly sets forth the agreement among the Enterprise Parties and the Underwriter, please indicate your acceptance in the space provided for that purpose below.

Schedule I

Underwriting Agreement dated November 30, 2005

Pricing Date: November 29, 2005

Registration Statement No. 333-123150

Underwriter: UBS Securities LLC

Title; Purchase Price and Description of Common Units:

     Title: Common Units representing Limited Partnership Interests

     Number of Units to be sold by the Partnership: 4,000,000

     Price to Public per Unit (including accrued dividends, if any): $25.03

     Price to Public — total: $100,120,000

     Underwriting Discount per Unit: $0.51

     Underwriting Discount — total: $2,040,000

     Proceeds to Partnership per Unit: $24.52

     Proceeds to Partnership — total: $98,080,000

     Other provisions: None

Trade Date: November 30, 2005

First Delivery Date, Time and Location:		December 5, 2005 at 10:00 a.m., CST at Vinson & Elkins L.L.P., First City Tower, 1001 Fannin, Houston, Texas

Type of Offering: Non-Delayed

Date referred to in Section 5(i) after which the Partnership may offer or sell securities issued or guaranteed by the Partnership without the consent of UBS Securities LLC: January 13, 2006