Form 4/A DUNCAN DAN L For: Jul 08 (10K)

FORM 4/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUNCAN DAN L

(Last)

(First)

(Middle)

1100 LOUISIANA STREET; SUITE 1000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Energy Transfer Equity, L.P. [ETE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/10/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units Representing Limited Partnership Interests								38,976,090	I ⁽¹⁾	By EPE
Common Units Representing Limited Partnership Interests								180,100	I ⁽²⁾	By Securities LLC
Common Units Representing Limited Partnership Interests								91,300	I ⁽³⁾	By 2000 Trust ⁽⁴⁾
Common Units Representing Limited Partnership Interests								14,000	D ⁽⁵⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

1. Name and Address of Reporting Person^*

DUNCAN DAN L

(Last)

(First)

(Middle)

1100 LOUISIANA STREET; SUITE 1000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Enterprise GP Holdings L.P.

(Last)

(First)

(Middle)

1100 LOUISIANA STREET; SUITE 1000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Explanation of Responses:

1. These Common Units are directly owned by Enterprise GP Holdings L.P. ("EPE"). EPE Holdings, LLC ("EPE Holdings") is the general partner of EPE. Dan Duncan LLC ("Duncan LLC") owns 100% of the membership interests of EPE Holdings. Dan L. Duncan Voting Trustee is the sole member of Duncan LLC. EPE Holdings, Duncan LLC, and Dan L. Duncan each have an indirect pecuniary interest in the Common Units. Such persons, other than EPE, disclaim beneficial ownership of the Common Units other than the extent of their pecuniary interest therein.

2. These Common Units are directly owned by DD Securities LLC ("Securities LLC"). Dan L. Duncan is the sole member of Securities LLC.

3. These Common Units are directly owned by the Duncan Family 2000 Trust ("2000 Trust"). EPCO, Inc. is the grantor of the 2000 Trust. Dan L. Duncan owns 50.427% of the voting stock of EPCO, Inc.

4. This amendment to the Form 4 dated July 8, 2008 and filed on July 10, 2008 is being filed to reflect the total holdings of the Reporting Persons as identified in the amendment to the Form 3 filed on this date.

5. The powers of attorney under which this form was signed are on file with the Commission.

	William L. Soula, Attorney-in-Fact on Behalf of Dan L. Duncan and Enterprise GP Holdings L.P.	02/27/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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