For the three and nine months ended September 30, 2008 and 2007

The following information should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and Notes included under Item 1 of this Quarterly Report on Form 10-Q and with the Audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2007. Our discussion and analysis includes the following:

††† Cautionary Note Regarding Forward-Looking Statements.

††† Significant Relationships Referenced in this Discussion and Analysis.

††† Overview of Business.

††† Basis of Presentation.

††† Results of Operations - Discusses material period-to-period variances in our Unaudited Condensed Statements of Consolidated Operations.

††† Liquidity and Capital Resources - Addresses available sources of liquidity and capital resources and includes a discussion of our capital spending program.

††† Critical Accounting Policies and Estimates.

††† Other Items - Includes information related to contractual obligations, off-balance sheet arrangements, related party transactions, recent accounting pronouncements and similar disclosures.

As generally used in the energy industry and in this discussion, the identified terms have the following meanings:

                     /d     = per day
                     BBtus  = billion British thermal units
                     Bcf    = billion cubic feet
                     MBPD   = thousand barrels per day

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP").

Cautionary Note Regarding Forward-Looking Statements

This discussion contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by us and information currently available to us. When used in this document, words such as "anticipate," "project," "expect," "plan," "goal," "forecast," "intend," "could," "believe," "may" and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give any assurances that such expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions as described in more detail in Part I, Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for the year ended December 31, 2007 and in Part II, Item 1A of this Quarterly Report. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our

actual results may vary materially from those anticipated, estimated, projected or expected. You should not put undue reliance on any forward-looking statements.

Significant Relationships Referenced in this Discussion and Analysis

References to "we," "us," "our" or "the Partnership" are intended to mean the business and operations of Enterprise GP Holdings L.P. and its consolidated subsidiaries.

References to "Parent Company" mean Enterprise GP Holdings L.P., individually as the Parent Company, and not on a consolidated basis.

References to "EPE Holdings" mean EPE Holdings, LLC, which is the general partner of the Parent Company.

References to "Enterprise Products Partners" mean Enterprise Products Partners L.P., the common units of which are listed on the New York Stock Exchange ("NYSE") under the ticker symbol "EPD." Enterprise Products Partners has no business activities outside those conducted by its operating subsidiary, Enterprise Products Operating LLC ("EPO"). References to "EPGP" refer to Enterprise Products GP, LLC, which is the general partner of Enterprise Products Partners. The Parent Company owns EPGP.

References to "Duncan Energy Partners" mean Duncan Energy Partners L.P., which is a consolidated subsidiary of EPO. Duncan Energy Partners is a publicly traded Delaware limited partnership, the common units of which are listed on the NYSE under the ticker symbol "DEP."

References to "TEPPCO" mean TEPPCO Partners, L.P., the common units of which are listed on the NYSE under the ticker symbol "TPP." References to "TEPPCO GP" refer to Texas Eastern Products Pipeline Company, LLC, which is the general partner of TEPPCO. The Parent Company owns TEPPCO GP.

References to "Energy Transfer Equity" mean the business and operations of Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include Energy Transfer Partners, L.P. ("ETP"). Energy Transfer Equity is a publicly traded Delaware limited partnership, the common units of which are listed on the NYSE under the ticker symbol "ETE." The general partner of Energy Transfer Equity is LE GP, LLC ("LE GP"). The Parent Company has non-controlling interests in both Energy Transfer Equity and LE GP that it accounts for using the equity method of accounting.

References to "Employee Partnerships" mean EPE Unit L.P. ("EPE Unit I"), EPE Unit II, L.P. ("EPE Unit II"), EPE Unit III, L.P. ("EPE Unit III"), Enterprise Unit L.P. ("Enterprise Unit") and TEPPCO Unit L.P. ("TEPPCO Unit"), collectively, which are private company affiliates of EPCO, Inc.

References to "EPCO" mean EPCO, Inc. and its private company affiliates, which are related parties to all of the foregoing named entities. Dan L. Duncan is the Group Co-Chairman and controlling shareholder of EPCO.

References to "DFI" mean Duncan Family Interests, Inc. and "DFIGP" mean DFI GP Holdings, L.P. DFI and DFIGP are private company affiliates of EPCO. The Parent Company acquired its ownership interests in TEPPCO and TEPPCO GP from DFI and DFIGP.

The Parent Company, Enterprise Products Partners, EPGP, TEPPCO, TEPPCO GP, the Employee Partnerships, EPCO, DFI and DFIGP are affiliates under common control of Mr. Duncan. Enterprise Products Partners, TEPPCO and their respective general partners have been under Mr. Duncan's indirect control for all periods presented in this quarterly report on Form 10-Q.

Overview of Business

We are a publicly traded Delaware limited partnership, the registered limited partnership interests (the "Units") of which are listed on the NYSE under the ticker symbol "EPE." The current business of Enterprise GP Holdings L.P. is the ownership of general and limited partner interests of publicly traded partnerships engaged in the midstream energy industry and related businesses.

The Parent Company is owned 99.99% by its limited partners and 0.01% by its general partner, EPE Holdings. EPE Holdings is a wholly owned subsidiary of Dan Duncan, LLC, the membership interests of which are owned by Dan L. Duncan. The Parent Company has no operations apart from its investing activities and indirectly overseeing the management of the entities controlled by it. At September 30, 2008, the Parent Company had investments in Enterprise Products Partners, TEPPCO, Energy Transfer Equity and their respective general partners.

See Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this quarterly report for financial information regarding the Parent Company.

Basis of Presentation

In accordance with rules and regulations of the U.S. Securities and Exchange Commission ("SEC") and various other accounting standard-setting organizations, our general purpose consolidated financial statements reflect the consolidation of the financial statements of businesses that we control through the ownership of general partner interests (e.g., Enterprise Products Partners and TEPPCO). Our general purpose consolidated financial statements present those investments in which we do not have a controlling interest as unconsolidated affiliates (e.g., Energy Transfer Equity and LE GP). To the extent that Enterprise Products Partners and TEPPCO reflect investments in unconsolidated affiliates in their respective consolidated financial statements, such investments will also be reflected as such in our general purpose consolidated financial statements unless subsequently consolidated by us due to common control considerations (e.g., Jonah Gas Gathering Company). Also, minority interest presented in our financial statements reflects third-party and related party ownership of our consolidated subsidiaries, which include the third-party and related party unitholders of Enterprise Products Partners, TEPPCO and Duncan Energy Partners. Unless noted otherwise, our discussions and analysis in this quarterly report are presented from the perspective of our consolidated businesses and operations.

Results of Operations

Our investing activities are organized into business segments that reflect how the Chief Executive Officer of our general partner (i.e., our chief operating decision maker) routinely manages and reviews the financial performance of the Parent Company's investments. On a consolidated basis, we have three reportable business segments:

††† Investment in Enterprise Products Partners - Reflects the consolidated operations of Enterprise Products Partners and its general partner, EPGP.

In August 2008, Enterprise Products Partners, TEPPCO and Oiltanking Holding Americas, Inc. ("Oiltanking"), announced the formation of a joint venture (the "Texas Offshore Port System") to design, construct, operate and own a Texas offshore crude oil port and related pipeline and storage infrastructure that would facilitate delivery of waterborne crude oil to refining centers located along the upper Texas Gulf Coast. Demand for such projects is being driven by planned and expected refinery expansions along the Gulf Coast, expected increases in shipping traffic and operating limitations of regional ship channels.

The joint venture's primary project, referred to as "TOPS," includes (i) an offshore port (which will be located approximately 36 miles from Freeport, Texas), (ii) an onshore storage facility with approximately 3.9 million barrels of crude oil storage capacity, and (iii) an 85-mile crude oil pipeline system having a transportation capacity of up to 1.8 million barrels per day, that will

extend from the offshore port to a Texas City, Texas storage facility. TOPS is expected to begin service as early as the fourth quarter of 2010. The joint venture's second and complementary project, referred to as the Port Arthur Crude Oil Express (or "PACE") will transport crude oil from Texas City, including crude oil from TOPS, and will consist of a 75-mile pipeline and 1.2 million barrels of crude oil storage capacity in the Port Arthur, Texas area. PACE is expected to begin service as early as the third quarter of 2010. Development of the TOPS and PACE projects is supported by long-term contracts with affiliates of Motiva Enterprises LLC and Exxon Mobil Corporation, which have committed a combined 725,000 barrels per day of crude oil to the projects.

Enterprise Products Partners, TEPPCO and Oiltanking each own, through their respective subsidiaries, a one-third interest in the joint venture. A subsidiary of Enterprise Products Partners acts as construction manager and will act as operator for the joint venture. The aggregate cost of the TOPS and PACE projects is expected to be approximately $1.8 billion (excluding capitalized interest), with the majority of such capital expenditures occurring in 2009 and 2010. Enterprise Products Partners and TEPPCO have each guaranteed up to approximately $700.0 million of the capital contribution obligations of their respective subsidiary partners in the joint venture.

Within their respective financial statements, TEPPCO and Enterprise Products Partners will account for their individual ownership interests in the Texas Offshore Port System using the equity method of accounting. As a result of common control of TEPPCO and Enterprise Products Partners at the Parent Company level, the Texas Offshore Port System is a consolidated subsidiary of the Parent Company and Oiltanking's interest in the joint venture will be accounted for as minority interest. For financial reporting purposes, management determined that the joint venture will be included within our Investment in Enterprise Products Partners segment.

††† Investment in TEPPCO - Reflects the consolidated operations of TEPPCO and its general partner, TEPPCO GP. This segment also includes the assets and operations of Jonah Gas Gathering Company ("Jonah").

TEPPCO and Enterprise Products Partners are joint venture partners in Jonah, which owns a natural gas gathering system (the "Jonah system") located in southwest Wyoming. Within their respective financial statements, Enterprise Products Partners and TEPPCO account for their individual ownership interests in Jonah using the equity method of accounting. As a result of common control of TEPPCO and Enterprise Products Partners at the Parent Company level, Jonah is a consolidated subsidiary of the Parent Company. For financial reporting purposes, management determined that Jonah will be included within our Investment in TEPPCO segment.

††† Investment in Energy Transfer Equity - Reflects the Parent Company's investments in Energy Transfer Equity and its general partner, LE GP. These investments were acquired in May 2007. The Parent Company accounts for these non-controlling investments using the equity method of accounting.

Each of the respective general partners of Enterprise Products Partners, TEPPCO and Energy Transfer Equity has a separate operating management and board of directors, with at least three independent directors. We control Enterprise Products Partners and TEPPCO through our ownership of their respective general partners. We do not control Energy Transfer Equity or its general partner.

We evaluate segment performance based on operating income. For additional information regarding our business segments, see Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this quarterly report.

The following table summarizes our financial information by business segment for the periods indicated (dollars in thousands):

                                                        For the Three Months                                For the Nine Months
                                                        Ended September 30,                                 Ended September 30,
                                                   2008                      2007                     2008                      2007
Revenues:
Investment in Enterprise Products
Partners                                      $     6,297,902           $    4,111,996           $    18,322,052           $    11,647,656
Investment in TEPPCO                                4,264,399                2,628,068                11,371,807                 6,759,219
Eliminations (1)                                      (63,165 )                (18,340 )                (149,759 )                 (50,606 )
Total revenues                                     10,499,136                6,721,724                29,544,100                18,356,269
Costs and expenses:
Investment in Enterprise Products
Partners                                            5,993,732                3,915,232                17,310,123                11,048,573
Investment in TEPPCO                                4,176,200                2,550,079                11,083,913                 6,503,284
Other, non-segment including Parent
Company (2)                                           (61,442 )                (17,328 )                (140,117 )                 (38,674 )
Total costs and expenses                           10,108,490                6,447,983                28,253,919                17,513,183
Equity in earnings of unconsolidated
affiliates:
Investment in Enterprise Products
Partners                                                9,652                   11,604                    31,914                     9,516
Investment in TEPPCO                                      399                   (1,991 )                    (142 )                  (4,120 )
Investment in Energy Transfer Equity (3)                9,336                   (3,042 )                  36,491                      (268 )
Total equity in earnings of
unconsolidated affiliates                              19,387                    6,571                    68,263                     5,128
Operating income:
Investment in Enterprise Products
Partners                                              313,822                  208,368                 1,043,843                   608,599
Investment in TEPPCO                                   88,598                   75,998                   287,752                   251,815
Investment in Energy Transfer Equity                    9,336                   (3,042 )                  36,491                      (268 )
Other, non-segment including Parent
Company                                                (1,723 )                 (1,012 )                  (9,642 )                 (11,932 )
Total operating income                                410,033                  280,312                 1,358,444                   848,214
Interest expense                                     (153,253 )               (137,602 )                (447,173 )                (341,949 )
Provision for income taxes                             (7,666 )                 (2,056 )                 (20,086 )                  (9,208 )
Other income, net                                         496                    2,856                     3,371                    69,152
Income before minority interest                       249,610                  143,510                   894,556                   566,209
Minority interest (4)                                (207,574 )               (131,233 )                (756,604 )                (478,975 )
Net income                                    $        42,036           $       12,277           $       137,952           $        87,234

(1) Represents the elimination of revenues between our business segments.
(2) Represents the elimination of expenses between business segments. In addition, these amounts include general and administrative costs of the Parent Company. Such costs were $1.5 million and $0.9 million for the three months ended September 30, 2008 and 2007, respectively. For the nine months ended September 30, 2008 and 2007, such costs were $5.3 million and $2.4 million, respectively.
(3) Represents equity earnings from the Parent Company's investments in Energy Transfer Equity and LE GP, which were acquired in May 2007. See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this quarterly report for information regarding these investments, including related excess cost amortization.
(4) Minority interest represents the allocation of earnings of our consolidated subsidiaries to third party and related party owners of such entities other than the Parent Company. See Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this quarterly report for information regarding our minority interest amounts.

The following information is a detailed analysis of our operating income by business segment:

Comparison of Three Months Ended September 30, 2008 with Three Months Ended September 30, 2007

Investment in Enterprise Products Partners. Segment revenues increased $2.19 billion quarter-to-quarter primarily due to higher energy commodity sales volumes and prices associated with Enterprise Products Partners' marketing activities. These factors contributed to a $1.89 billion quarter-to-quarter increase in segment revenues associated with Enterprise Products Partners' marketing activities. Revenues from this business segment also benefited from Enterprise Products Partners' newly constructed assets, principally the Meeker and Pioneer natural gas processing plants.

Segment costs and expenses, which include operating expenses and general and administrative costs, increased $2.08 billion quarter-to-quarter. The cost of sales associated with Enterprise Products Partners' marketing activities increased $1.61 billion quarter-to-quarter primarily due to higher energy commodity sales volumes and prices. The remainder of the quarter-to-quarter increase in segment operating costs and expenses is primarily due (i) to higher operating expenses associated with Enterprise

Products Partners' natural gas processing plants attributable to higher energy commodity prices and (ii) consolidated operating costs and expenses from Enterprise Products Partners' newly constructed assets. Segment general and administrative costs increased $3.0 million quarter-to-quarter.

Changes in Enterprise Products Partners' revenues and costs and expenses quarter-to-quarter are explained in part by changes in energy commodity prices.
The weighted-average indicative market price for natural gas liquids ("NGLs") was $1.68 per gallon during the third quarter of 2008 versus $1.21 per gallon during the third quarter of 2007. Our determination of the weighted-average indicative market price for NGLs is based on U.S. Gulf Coast prices for such products at Mont Belvieu, Texas, which is the primary industry hub for domestic NGL production. The market price of natural gas (as measured at Henry Hub) averaged $10.25 per MMBtu during the third quarter of 2008 versus $6.16 per MMBtu during the third quarter of 2007.

Total segment operating income increased $105.5 million quarter-to-quarter due to strength in the underlying performance of Enterprise Products Partners' business lines. Enterprise Products Partners operates in four primary business lines: NGL Pipelines & Services, Onshore Natural Gas Pipelines & Services, Offshore Pipelines & Services and Petrochemical Services.

In general, Hurricanes Gustav and Ike had an adverse effect across Enterprise Products Partners' operations in the Gulf of Mexico and along the U.S. Gulf Coast during the third quarter of 2008. Storm-related disruptions in natural gas, NGL and crude oil production in these regions resulted in reduced volumes available to Enterprise Products Partners' pipeline systems, natural gas processing plants, NGL fractionators and offshore platforms, which in turn caused a decrease in operating income for certain operations. In addition, property damage caused by Hurricanes Gustav and Ike resulted in lower revenues due to facility downtime as well as higher operating costs and expenses at certain of Enterprise Products Partners' plants and pipelines. As a result of Enterprise Products Partners' allocated share of EPCO's insurance deductibles for windstorm coverage, operating income for the third quarter of 2008 includes $46.0 million of repair expenses for property damage sustained by Enterprise Products Partners' assets as a result of the hurricanes.

We estimate that Enterprise Products Partners' operating income was reduced by $43.0 million during the third quarter of 2008 due to the effects of Hurricanes Gustav and Ike as a result of supply interruptions and facility downtime. We currently estimate the effects of lost business attributable to Hurricanes Gustav and Ike to reduce Enterprise Products Partners' operating income for the fourth quarter of 2008 by $25.0 million to $35.0 million prior to any future recoveries under business interruption insurance. For more information regarding our insurance program and claims related to these storms, see "Other Items - Weather-related Risks" included within this Item 2.

Operating income attributable to NGL Pipelines & Services increased $131.7 million quarter-to-quarter primarily due to higher natural gas processing margins and continued strong NGL demand for petrochemical production during the third quarter of 2008. These factors led to an increase in NGL sales volumes and higher NGL sales margins during the third quarter of 2008 relative to the third quarter of 2007. Strong demand for NGLs also resulted in a quarter-to-quarter increase in equity NGL production and higher NGL throughput volumes at certain of Enterprise Products Partners' pipelines and fractionation facilities.

Operating income attributable to Onshore Natural Gas Pipelines & Services increased $10.3 million quarter-to-quarter primarily due to higher revenues generated by Enterprise Products Partners' San Juan Gathering System from transportation fees indexed to natural gas prices and condensate sales. This business line also benefited from higher transportation volumes and fees on the Texas Intrastate System as well as higher natural gas volumes on certain of Enterprise Products Partners' other pipelines and storage assets. Operating income attributable to Offshore Pipelines & Services decreased $24.9 million quarter-to-quarter primarily due to downtime, reduced volumes and property damage resulting from Hurricanes Gustav and Ike. The effects of Hurricanes Gustav and Ike were partially offset by contributions from Enterprise Products Partners' Independence Hub platform and Independence Trail pipeline due to increased volumes during the third quarter of 2008 relative to the third quarter of 2007.

Operating income attributable to Petrochemical Services decreased $11.8 million quarter-to-quarter. The decrease in operating income is primarily due to the effects of operational issues and Hurricane Ike on Enterprise Products Partners' octane enhancement business during the third quarter of 2008.

Investment in TEPPCO. Segment revenues increased $1.64 billion quarter-to-quarter primarily due to higher crude oil prices and petroleum products sales volumes during the third quarter of 2008 relative to the third quarter of 2007. These factors contributed to a $1.56 billion increase in segment revenues associated with TEPPCO's crude oil marketing activities. Also, this segment benefited from a quarter-to-quarter increase in revenues due to higher pipeline throughput volumes and the addition of revenues from TEPPCO's recently acquired Marine Services business line.

Segment costs and expenses, which include operating expenses and general and administrative costs, increased $1.63 billion quarter-to-quarter. The cost of sales associated with TEPPCO's crude oil marketing activities increased $1.56 billion quarter-to-quarter as a result of higher crude oil prices and sales volumes. The remainder of the quarter-to-quarter increase in segment costs and expenses is primarily attributable to operating expenses associated with TEPPCO's newly acquired Marine Services business line and higher pipeline operating and maintenance expenses. Segment general and administrative costs . . .