<PAGE>
          -------------------------------------------------------------

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

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR QUARTERLY PERIOD ENDED DECEMBER 31, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM         TO
                                              -------   -------

                        COMMISSION FILE NUMBER 333-11569

                                   ----------

                             TEXAS PETROCHEMICALS LP
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   TEXAS                                   74-1778313
      (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

             THREE RIVERWAY, SUITE 1500
                   HOUSTON, TEXAS                              77056
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                                 (713) 627-7474
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                   ----------

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. Yes X  No
                                            ---   ---
          -------------------------------------------------------------

<PAGE>

                             TEXAS PETROCHEMICALS LP

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                          Page
                                                                                                          ----
<S>     <C>                                                                                              <C>
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

        Consolidated Balance Sheet as of December 31, 2001 and June 30, 2001                                 1

        Consolidated Statement of Operations for the three and six months ended
          December 31, 2001 and 2000                                                                         2

        Consolidated Statement of Cash Flows for the six months ended
          December 31, 2001 and 2000                                                                         3

        Notes to Consolidated Financial Statements                                                           4

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations                                                                                       10

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                          16

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                                                   16

Item 6. Exhibits and Reports on Form 8-K                                                                    16

Signature                                                                                                   17
</Table>


                                       i
<PAGE>


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                             TEXAS PETROCHEMICALS LP

                           CONSOLIDATED BALANCE SHEET
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)
<Table>
<Caption>

                                                                             DECEMBER 31,        JUNE 30,
                                                                                 2001              2001
                                                                           ---------------    --------------
<S>                                                                         <C>                <C>
      ASSETS
Current assets:
      Cash and cash equivalents                                              $      461         $   19,407
      Accounts receivable - trade                                                46,101             54,479
      Inventories                                                                15,629             35,574
      Other current assets                                                       18,114             12,487
                                                                             ----------         ----------
          Total current assets                                                   80,305            121,947

Property, plant and equipment, net                                              207,684            213,475
Investment in land held for sale                                                    990                990
Investment in and advances to limited partnership                                 2,439              2,652
Goodwill, net                                                                   160,395            160,395
Other assets, net of accumulated amortization                                     9,037              9,564
                                                                             ----------         ----------
          Total assets                                                       $  460,850         $  509,023
                                                                             ==========         ==========

      LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
      Bank overdraft                                                         $    1,805         $    5,829
      Accounts payable - trade                                                   30,283             67,171
      Payable to parent                                                              --                213
      Accrued expenses                                                           17,998             16,606
      Current portion of long-term debt                                           9,468              6,196
                                                                             ----------         ----------
          Total current liabilities                                              59,554             96,015

Revolving line of credit                                                         18,500              2,000
Long-term debt                                                                  258,269            263,943
Deferred income taxes                                                            58,404             59,417

Commitments and contingencies (Note 3)

Partners' equity:
      Limited partner                                                            76,708             86,772
      General partner                                                               775                876
Advance to parent                                                                (9,268)                --
Advance to general partner                                                       (2,092)                --
                                                                             ----------         ----------
          Total partners' equity                                                 66,123             87,648
                                                                             ----------         ----------
              Total liabilities and partners' equity                         $  460,850         $  509,023
                                                                             ==========         ==========
</Table>



          See accompanying notes to consolidated financial statements.


                                       1
<PAGE>

                             TEXAS PETROCHEMICALS LP

                      CONSOLIDATED STATEMENT OF OPERATIONS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                             THREE MONTHS ENDED                          SIX MONTHS ENDED
                                                                 DECEMBER 31,                               DECEMBER 31,
                                                      -------------------------------           ---------------------------------
                                                          2001                  2000               2001                    2000
                                                      ----------             --------           ---------              ----------
<S>                                                  <C>                   <C>                 <C>                   <C>

Revenues                                              $  139,315            $ 202,710           $ 294,236               $ 423,298
Cost of goods sold                                       126,246              189,192             279,390                 384,811
Non-cash ESOP compensation                                    57                  265                 126                     420
Depreciation                                               5,086                4,988              10,142                   9,965
Amortization of goodwill                                      --                1,146                  --                   2,292
                                                      ----------             --------           ---------               ---------
      Gross profit                                         7,925                7,119               4,578                  25,810

Selling, general and administrative expenses               2,632                2,388               5,288                   5,024
                                                      ----------            ---------           ---------               ---------
   Income (loss) from operations                           5,293                4,731                (710)                 20,786

Interest expense                                           7,495                7,877              15,106                  15,906

Other income (expense)
   Non-cash change in fair value of derivatives              630                  216                 (76)                   (148)
   Other, net                                                 95                  178                 131                     255
                                                      ----------            ---------           ---------               ---------
                                                             725                  394                  55                     107

   Income (loss) before income taxes and cumulative
   effect of accounting change                            (1,477               (2,752)            (15,761)                  4,987

Provision (benefit) for income taxes                        (563                 (458)             (5,470                   2,810
                                                      ----------            ---------           ---------               ---------

Cumulative effect of accounting change
   (net of $221 income tax benefit)                           --                   --                  --                    (410)

   Net income (loss)                                  $     (914)           $  (2,294)          $ (10,291)              $   1,767
                                                      ==========            =========           =========               =========
</Table>




          See accompanying notes to consolidated financial statements.



                                       2

<PAGE>
                             TEXAS PETROCHEMICALS LP

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)
<Table>
<Caption>
                                                                                   SIX MONTHS ENDED
                                                                                      DECEMBER 31,
                                                                           ---------------------------------
                                                                                 2001               2000
                                                                           --------------     --------------
<S>                                                                        <C>                  <C>
Cash flows from operating activities:
      Net income (loss)                                                     $   (10,291)        $    1,767
      Adjustments to reconcile net income (loss) to net cash
          used in operating activities:
      Depreciation of fixed assets                                               10,142              9,965
      Amortization of goodwill                                                       --              2,292
      Amortization of debt issuance costs and deferred premium                      601                601
      Earnings from investment in limited partnership                               (50)              (288)
      Deferred income taxes                                                      (1,969)              (629)
      Non-cash ESOP compensation                                                    126                420
      Non-cash change in fair value of derivatives                                   76                780
      Change in:
         Accounts receivable                                                      8,378            (14,630)
         Inventories                                                             19,945             (6,852)
         Other assets                                                            (2,354)            (4,821)
         Accounts payable                                                       (36,888)            (2,188)
         Payable to parent                                                         (213)              (639)
         Accrued expenses                                                         2,348              1,007
         Distribution from investment in limited partnership                        263                325
                                                                            -----------         ----------
             Net cash used in operating activities                               (9,886)           (12,890)

Cash flows from investing activities:
      Capital expenditures                                                       (4,351)            (6,800)
                                                                            ------------        -----------
             Net cash used in investing activities                               (4,351)            (6,800)

 Cash flows from financing activities:
      Change in bank overdraft                                                   (4,024)               331
      Net borrowings under revolver                                              16,500             13,350
      Payments on long-term debt                                                 (5,825)            (9,591)
      Payment of cash bonus plan                                                     --               (213)
      Advance to parent                                                          (9,268)                --
      Advance to general partner                                                 (2,482)                --
      Reduction in advance to general partner                                       390              1,000
                                                                            -----------         ----------
             Net cash provided by (used in) financing activities                 (4,709)             4,877
                                                                            -----------         ----------

Net decrease in cash and cash equivalents                                       (18,946)           (14,813)

Cash and cash equivalents, at beginning of period                                19,407             14,919
                                                                            -----------         ----------

Cash and cash equivalents, at end of period                                 $       461         $      106
                                                                            ===========         ==========
</Table>



          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                             TEXAS PETROCHEMICALS LP

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1. BASIS OF PRESENTATION

   NATURE OF OPERATIONS

      Texas Petrochemicals LP, formerly Texas Petrochemicals Corporation,
referred to as the "Company" herein, is one of the largest producers of
butadiene, the largest producer of butene-1, and the third largest producer of
methyl tertiary-butyl ether ("MTBE") in North America. In addition, the Company
is the sole producer of diisobutylene and isobutylene concentrate in the United
States and the second largest domestic merchant supplier of high purity
isobutylene to the chemical market. The Company's products include: (i)
butadiene, primarily used to produce synthetic rubber; (ii) MTBE, used as an
oxygenate and octane enhancer in gasoline; (iii) alkylate, used as a
gasoline-blend component; (iv) butene-1, used in the manufacture of plastic
resins, fuel additives and synthetic alcohols; (v) specialty isobutylenes,
primarily used in the production of specialty rubbers, lubricant additives,
detergents and coatings; and (vi) polyisobutylenes, used in the production of
fuel and lube additives, adhesives, sealants and packaging.

      On July 1, 2000, the Company converted its legal form from a corporation
to a limited partnership, Texas Petrochemicals LP, pursuant to the conversion
provisions of the Texas Business Corporation Act and the Texas Revised Limited
Partnership Act. TPC Holding Corp., the Company's immediate parent prior to the
conversion, retained a direct 1% ownership interest in the partnership and
became its sole general partner. Petrochemical Partnership Holdings, Inc., a new
wholly owned subsidiary of TPC Holding Corp., acquired the remaining 99%
ownership interest and simultaneously became a limited partner of the
partnership. This change had no effect on the current management of the Company
or its existing operations. The Texas Business Corporation Act provides that the
effect of the conversion is that the Company as a legal entity continues to
exist, without interruption, but in the organizational form of a Texas limited
partnership rather than in the prior organizational form of a Texas corporation.
As a result of the above equity restructuring, there was no change in the
carrying values of the Company's assets and liabilities.

   GENERAL

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments have been
made which are necessary to fairly present the financial position of the Company
as of December 31, 2001 and the results of its operations and cash flows for the
interim period ended December 31, 2001. The results of the interim period should
not be regarded as necessarily indicative of results that may be expected for
the entire year. The financial information presented herein should be read in
conjunction with the audited financial statements and notes included in the
Company's Form 10-K for the year ended June 30, 2001. Certain amounts from prior
periods have been reclassified to conform to current period presentation.



                                       4
<PAGE>

                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


2. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS (IN THOUSANDS OF DOLLARS)


INVENTORIES:
<Table>
<Caption>
                                                                             DECEMBER 31,        JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                         <C>                <C>
         Finished goods                                                      $    8,353         $   13,583
         Raw materials                                                            5,787             20,497
         Chemicals and supplies                                                   1,489              1,494
                                                                             ----------         ----------
                                                                             $   15,629         $   35,574
                                                                             ==========         ==========
</Table>


OTHER CURRENT ASSETS:
<Table>
<Caption>
                                                                             DECEMBER 31,        JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                         <C>                <C>
         Catalyst inventory                                                  $    5,792         $    5,389
         Other receivables                                                        3,701              4,929
         Prepaid and other                                                        8,621              2,169
                                                                             ----------         ----------
                                                                             $   18,114         $   12,487
                                                                             ==========         ==========
</Table>


PROPERTY, PLANT AND EQUIPMENT:
<Table>
<Caption>
                                                                             DECEMBER 31,        JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                         <C>                <C>
         Chemical plants                                                     $   304,028        $   300,379
         Construction in progress                                                 17,737             17,704
         Other                                                                     6,508              5,839
                                                                             -----------        -----------
                                                                                 328,273            323,922
         Less accumulated depreciation                                           120,589            110,447
                                                                             -----------        -----------
                                                                             $   207,684        $   213,475
                                                                             ===========        ===========
</Table>


ACCRUED EXPENSES:
<Table>
<Caption>
                                                                             DECEMBER 31,        JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                         <C>                <C>
         Accrued interest                                                    $   12,557             12,439
         Property and sales taxes                                                 3,430              2,320
         Other                                                                    2,011              1,847
                                                                             ----------         ----------
                                                                             $   17,998         $   16,606
                                                                             ==========         ==========
</Table>



                                       5
<PAGE>


                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


LONG TERM DEBT:
<Table>
<Caption>
                                                         DECEMBER 31,  JUNE 30,
                                                             2001        2001
                                                         ------------  --------
<S>                                                      <C>           <C>
         Bank Credit Agreement:
              Term A Loan                                 $   5,467    $  8,237
              Term B Loan                                    34,151      35,295
              Revolving Credit Facility                      18,500       2,000
         Senior Subordinated Notes                          225,000     225,000
         Deferred premium on Senior Subordinated Notes        1,446       1,607
         Note payable for insurance premium                   1,673          --
                                                         ----------    --------
                                                            286,237     272,139
         Less current maturities                              9,468       6,196
                                                         ----------    --------
         Long-term debt                                   $ 276,769    $265,943
                                                         ==========    ========
</Table>


      The Bank Credit Agreement originally provided for term loans in the amount
of $130 million and a Revolving Credit Facility of up to $40 million. Quarterly
principal and interest payments are made under the Bank Credit Agreement. The
final payments under the Term A Loan and Term B Loan are due on December 31,
2002 and June 30, 2004, respectively. The Revolving Credit Facility is currently
scheduled to expire on December 31, 2002. The debt under the Bank Credit
Agreement bears interest, at the option of the borrower, based on the LIBOR rate
plus a margin (2.0% and 1.50% for the Revolving Credit Facility and Term A Loan
at December 31, 2001 and 2000 and 3.00% for the Term B Loan at December 31, 2001
and 2000, respectively) or the greater of the prime rate and the federal funds
rate plus 1/2% plus a margin (1.0% and 0.5% at December 31, 2001 and 2000).
Substantially all assets of the Company are pledged as collateral under the Bank
Credit Agreement. The Senior Subordinated Notes are due 2006 and bear interest
at 11 1/8% payable semiannually on January 1 and July 1. The Bank Credit
Agreement and the Senior Subordinated Notes include certain restrictive
covenants which include, but are not limited to, maintenance of certain
financial ratios and limitations on capital expenditures, indebtedness,
investments and sales of assets and subsidiary stock. The Company obtained an
amendment to the Bank Credit Agreement in July 2001 that amended the definition
of EBITDA to allow for an exclusion of losses associated with the fire and flood
damage sustained during the fourth quarter of fiscal year 2001 and the first
quarter of fiscal year 2002.

3. COMMITMENTS AND CONTINGENCIES

   ENVIRONMENTAL REGULATION

      The Company's operations are subject to federal, state and local laws and
regulations administered by the Environmental Protection Agency ("EPA"), the
U.S. Coast Guard, the Army Corps of Engineers, the Texas Natural Resource
Conservation Commission ("TNRCC"), the Texas General Land Office, the Texas
Department of Health and various local regulatory agencies. The Company holds
all required permits and registrations necessary to comply substantially with
all applicable environmental laws and regulations, including permits and


                                       6
<PAGE>
                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


registrations for wastewater discharges, solid and hazardous waste disposal and
air emissions, and management believes that the Company is in substantial
compliance with all such laws and regulations. While management does not expect
the cost of compliance with existing environmental laws will have a material
adverse effect on the Company's financial condition, results of operations or
cash flows, there can be no assurance that future legislation, regulation or
judicial, or administrative decisions will not have such an effect.

      Under federal and state environmental laws, companies may be liable for
remediation of contamination at on-site and off-site waste management and
disposal areas. Management believes that the Company is not likely to be
required to incur material remediation costs related to its management,
transportation and disposal of solid and hazardous materials and wastes, or to
its pipeline operations.

      The Company's Houston facility is located in Harris County, Texas, which
has been designated as a severe nonattainment area for ozone under the Clean Air
Act ("CAA"). Accordingly, the State of Texas is in the process of developing a
revised State Implementation Plant ("SIP") which will require significant
reductions in emissions of ozone precursors, including volatile organic
compounds and oxides of nitrogen from the plants in Harris County. The revised
SIP will require certain additional emission reductions from the Company's
facilities. Such reductions will require the Company to modify existing
controls, install additional controls for air emissions, or install new
equipment. The current rules would require most area plants, including the
Company's Houston plant, to reduce emissions of Nitrogen Oxide ("NOx") by
approximately 90%. However, a negotiated plan agreed to by TNRCC and the
affected plants would reduce the amount of the required reductions to 75%, if
certain scientific data supports such reduction. Approval by EPA of the SIP is
anticipated to occur by late 2002. Although the Company is unable at this time
to predict with certainty the cost of modifying its facilities to comply with
the requirements of the SIP, the Company estimates that such costs could range
from $30 million to $60 million. Such costs will depend on the final form and
scope of the SIP, and the determination of the detailed modifications that could
be required to comply with the SIP. The Company anticipates that the majority of
the costs to modify it facilities would be incurred from fiscal 2003 to 2006.

   MTBE ENVIRONMENTAL AND MARKET ISSUES

      There is concern in a number of states that MTBE may enter drinking water
supplies as a result of leaks in underground gasoline storage tanks. As a result
of this concern, California's Governor, Gray Davis, issued an Executive Order
banning MTBE from gasoline sold in California as of December 31, 2002.
Currently, the effective date of the ban is being reconsidered by California
because of concerns about the availability and cost of alternatives to MTBE.
Several other states have enacted laws providing for reduction or elimination of
MTBE from gasoline. The California and New York bans have been challenged in
federal court. However, if the ban in California goes into effect as scheduled,
it would be expected to materially reduce MTBE demand and to have a material
adverse effect on the Company's financial results.

      In addition, certain states have established maximum contaminant levels
("MCLs") for MTBE in drinking water supplies ranging from 10 to 17 ppb. The U.S.
EPA has not yet established MCLs, but has an advisory of 20-40 ppb, based on
aesthetics. If MTBE is found at levels exceeding the MCLs, the water will have
to be treated to reduce MTBE concentration to a level at or below the applicable
MCLs.


                                       7
<PAGE>
                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


      There continues to be action in Congress that may impact the use of MTBE
in gasoline. Included are legislative proposals that would ban MTBE, eliminate
the oxygen requirement of the Clean Air Act ("CAA") or require the use of
ethanol as a gasoline-blending component. The Company is not able to predict
whether such legislation will be adopted. If adopted, however, such legislation
would be expected to materially reduce MTBE demand and the Company's financial
results.

      Various scientific bodies have evaluated MTBE as a possible human
carcinogen. To date, the International Agency on Research on Cancer, the
National Toxicology Program, and the California Cancer Identification Committee
have found MTBE not to be classifiable as a possible, probable or known human
carcinogen. The California EPA has designated MTBE as a possible human
carcinogen.

4. ACCOUNTING CHANGE

      In July 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," which
addresses financial reporting and accounting for goodwill and other intangible
assets. The pronouncement stipulates that goodwill should no longer be amortized
but rather periodically assessed for impairment. The Company has applied the
provisions in SFAS No. 142 and concluded that goodwill was not impaired. The
Company will continue to periodically assess goodwill for impairment. The net
impact of the elimination of goodwill amortization is a $2.3 million decrease in
the net loss for the six months ended December 31, 2001.

      In July 2000, the Company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Certain Hedging Activities" and SFAS No. 138, "Accounting for
Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS No.
133". Accordingly, upon adoption of these pronouncements the Company recorded
all derivative instruments on the balance sheet at their respective fair values
with an offsetting entry as a cumulative change in accounting principle, net of
tax. The cumulative effect on earnings was a pre-tax charge of $0.6 million less
a tax benefit of $0.2 million.

5. EMPLOYEE STOCK OWNERSHIP PLAN

      In August 2001, TPC Holding Corp. Employee Stock Ownership Trust ("Trust")
purchased 69,000 shares of common stock of Texas Petrochemical Holdings, Inc.
from existing shareholders in exchange for cash and seller-financing. The cash
portion of the offer to the selling shareholders was funded by a loan made by
the Company to the Trust. The loan of $2.5 million is financed over a 10-year
period at a 6% interest rate. The unallocated shares related to loan have been
recorded as an advance to the general partner and reflected as a contra account
in partners' equity. The seller-financing portion of the offer was financed with
a $5.3 million non-recourse note issued from the Trust to a selling shareholder.
This note is to be financed over a 10-year period at a 6% interest rate. TPC
Holding Corp., the plan sponsor of the Trust, has reflected this transaction on
its balance sheet. Currently, the Trust does not have sufficient funds to pay
the future principal and interest payment requirements under the
seller-financing note. The Company anticipates it will fund these principal and
interest payments of $0.8 million on an annual basis, however, there is no
commitment or requirement to make such funding. The selling shareholder holds a
security interest in the common stock, but has no recourse against the Company,
the plan sponsor, or the Trust for non-payment of the note. The Company's
contribution to the Trust for the six months ended December 31, 2001 was $0.4
million, which was reported as compensation expense.



                                       8
<PAGE>
                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

      In certain situations, the participants of the ESOP have the option to put
their allocated shares back to the plan sponsor at the current fair value of the
stock. Under normal circumstances, the put option is triggered by retirement or
termination of the employee, and generally provides an option period of two
years. Prior to the end of fiscal 2001, no put options were exercisable. In
fiscal year 2002, qualifying employees who retired or terminated from fiscal
1996 to 2001 will be allowed to exercise their put option. Subsequent to fiscal
2002, on an annual basis, employees who meet the put option qualification
requirements will be allowed to exercise their put option. The future funding
for the exercise of the put options is expected to come from Texas
Petrochemicals LP and is allowed under the provisions of its debt agreements. No
commitment or requirement, however, exists for Texas Petrochemicals LP to make
such funding. The Company estimates the current value of the put options
exercisable in fiscal year 2002 at approximately $1.4 million. This amount is
based on the number of shares exercisable and the current appraised share value
of $146 per share as of June 30, 2001. The appraised value of the shares will
change on an annual basis with the issuance of the new appraisal report.

6. ADVANCE TO PARENT

      On August 10, 2001, the Company funded a cash payment of $9.3 million to
Texas Petrochemical Holdings, Inc., the parent company of TPC Holding Corp., to
be held for future scheduled interest payments on the Discount Notes (See
"Liquidity" discussion on page 12). The payment has been recorded as a note
receivable from the Parent and reflected as a contra account in partners'
equity. The note is due on August 10, 2010 and bears an interest rate of 6% per
annum payable at maturity. The note, including principal and interest, is
subject to mandatory prepayments in amounts otherwise due by the parent to the
Company under an existing tax sharing agreement.

      As of December 31, 2001, the $9.3 million advance was included in Texas
Petrochemical Holdings, Inc.'s cash balance. On January 2, 2002, a semiannual
interest payment of $3.9 million was made on the Discount Notes thus reducing
Texas Petrochemical Holdings, Inc.'s cash balance. Texas Petrochemical Holdings,
Inc. anticipates the remaining cash balance from the advance will be utilized to
make the next semiannual interest payment of $3.9 million on July 1, 2002. Texas
Petrochemical Holdings, Inc. expects to have approximately $1.5 million in
remaining cash from the advance to fund future semiannual interest payments.
Unless Texas Petrochemicals LP provides funding to Texas Petrochemical Holdings,
Inc. or additional capital is raised at Texas Petrochemical Holdings, Inc. there
will not be sufficient cash balances at Texas Petrochemical Holdings, Inc. to
fund the entire semiannual interest payment due January 2, 2003. While the
intention of the cash advance is to fund future interest requirements on the
Discount Notes, there is no requirement or commitment that these funds be used
solely or explicitly for that purpose. A failure to make an interest payment on
the Discount Notes qualifies as an event of default under the indenture of the
Discount Notes. The holder of the Discount Notes would be entitled to seek
remedies permitted under the provisions of the indenture. No assets of Texas
Petrochemicals LP secure the obligations of Texas Petrochemical Holdings, Inc.,
however, under certain circumstances a default under the Discount Notes could
trigger a cross default in the Texas Petrochemicals LP Bank Credit Agreement and
Senior Subordinated Notes indentures, thus giving the holders of these
securities the remedies allowed under the indentures.



                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto of the Company included
elsewhere in this report.

OVERVIEW

      The Company's revenues are derived primarily from merchant market sales of
butadiene, fuel products (MTBE, butene-2 and alkylate) and specialty products
(butene-1, isobutylene concentrate, high purity isobutylene, diisobutylene and
polyisobutylene). The current sluggish economy has impacted demand primarily in
the Company's butadiene and specialty products businesses. Additionally,
declines in hydrocarbon prices driven by lower crude oil and natural gas prices
have negatively impacted operating margins.

MTBE ENVIRONMENTAL AND MARKET ISSUES

      There is concern in a number of states that MTBE may enter drinking water
supplies as a result of leaks in underground gasoline storage tanks. As a result
of this concern, California's Governor, Gray Davis, issued an Executive Order
banning MTBE from gasoline sold in California as of December 31, 2002.
Currently, the effective date of the ban is being reconsidered by California
because of concerns about the availability and cost of alternatives to MTBE.
Several other states have enacted laws providing for reduction or elimination of
MTBE from gasoline. The California and New York bans have been challenged in
federal court. However, if the ban in California goes into effect as scheduled
it would be expected to materially reduce MTBE demand and to have a material
adverse effect on the Company's financial results.

      In addition, certain states have established maximum contaminant levels
("MCLs") for MTBE in drinking water supplies ranging from 10 to 17 ppb. The U.S.
EPA has not yet established MCLs, but has an advisory of 20-40 ppb, based on
aesthetics. If MTBE is found at levels exceeding the MCLs, the water will have
to be treated to reduce MTBE concentration to a level at or below the applicable
MCLs.

      There continues to be action in Congress to impact the use of MTBE in
gasoline. Included are legislative proposals that would ban MTBE, eliminate the
oxygen requirement of the Clean Air Act ("CAA") or require the use of ethanol as
a gasoline-blending component. The Company is not able to predict whether such
legislation will be adopted. If adopted, however, such legislation would be
expected to materially reduce MTBE demand and the Company's financial results.

      Various scientific bodies have evaluated MTBE as a possible human
carcinogen. To date, the International Agency on Research on Cancer, the
National Toxicology Program and the California Cancer Identification Committee
have found MTBE not to be classifiable as a possible, probable or known human
carcinogen. The California EPA has designated MTBE as a possible human
carcinogen.


                                       10
<PAGE>

REVENUES

      The following tables set forth the Company's historical revenues and the
percentages of historical revenues by product group and volume of products sold
for the three and six months ended December 31, 2001 and 2000, respectively.


Revenues

<Table>
<Caption>
                                                   THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                       DECEMBER 31,                       DECEMBER 31,
                                             -----------------------------       ----------------------------
                                                  2001            2000               2001             2000
                                             --------------   ------------       ------------     -----------
                                                                   (DOLLARS IN MILLIONS)
<S>                                          <C>      <C>     <C>      <C>       <C>      <C>     <C>     <C>
Butadiene                                    $ 27.3    20%    $ 44.6    22%      $ 55.8    19%    $ 88.9   21%
Fuel Products (1)                              80.0    57      112.4    55        166.7    57      242.1   57
Specialty Products(2)                          30.2    22       40.4    20         67.0    23       82.4   19
Other(3)                                        1.8     1        5.3     3          4.7     1     $  9.9    3
                                             ------   ---     ------   ---       ------   ---     ------  ---
Total                                        $139.3   100%    $202.7   100%      $294.2   100%    $423.3  100%
                                             ======   ===     ======   ===       ======   ===     ======  ===
</Table>

----------
(1) Includes revenue from sales of MTBE, butene-2 and alkylate.
(2) Includes revenue from sales of butene-1, isobutylene concentrate,
    high-purity isobutylene, diisobutylene and polyisobutylene.
(3) Includes utility revenues and revenues realized from the Company's
    terminalling facilities.

Sales Volumes

<Table>
<Caption>
                                                       THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                          DECEMBER 31,                                 DECEMBER 31,
                                                 -----------------------------                -----------------------------
                                                   2001                 2000                     2001                2000
                                                 ---------            --------                 ---------           --------
                                                                  (MILLIONS OF POUNDS, EXCEPT WHERE NOTED)
<S>                                              <C>                   <C>                      <C>                 <C>
Butadiene                                         214.7                 196.8                    397.1               414.0
Fuel Products(1)                                  119.6                 111.3                    224.7               221.8
Specialty Products                                141.0                 147.6                    298.8               308.0
</Table>

----------
(1) Volumes in millions of gallons. Includes 91.4 million, 88.3 million, 173.3
million and 183.1 million gallons of MTBE sales, of which 3.0 million, 39.3
million, 34.5 million and 68.4 million gallons of finished MTBE were purchased
for resale for the three and six months ended December 31, 2001 and 2000,
respectively.


RESULTS OF OPERATIONS

      The following table sets forth an overview of the Company's results of
operations.

<Table>
<Caption>
                                                       THREE MONTHS ENDED                              SIX MONTHS ENDED
                                                           DECEMBER 31,                                    DECEMBER 31,
                                                 --------------------------------               -------------------------------
                                                      2001              2000                         2001               2000
                                                 -------------    ---------------               -------------      -------------
                                                                              (DOLLARS IN MILLIONS)
<S>                                              <C>       <C>    <C>        <C>               <C>       <C>       <C>      <C>
Revenues                                          $ 139.3  100%   $  202.7    100%              $ 294.2   100%     $ 423.3   100%
Cost of goods sold                                  126.2   90       189.2     93                 279.4    95        384.8    91
Non-cash ESOP compensation                            0.1   --         0.3     --                   0.1    --          0.4    --
Depreciation and amortization                         5.1    4         6.1      3                  10.1     3         12.3     3
                                                  -------  ---    --------    ---               -------   ---      -------  ----
      Gross profit                                    7.9    6         7.1      4                   4.6     2         25.8     6
Selling, general and administrative expenses          2.6    2         2.4      1                   5.3     2          5.0     1
                                                  -------  ---    --------    ---               -------   ---      -------  ----
      Income from operations                      $   5.3    4%   $    4.7      2%              $  (0.7)   --%     $  20.8     5%
                                                  =======  ===    ========    ===               =======   ===      =======  ====
</Table>



                                       11
<PAGE>





Three months ended December 31, 2001 compared to the three months ended
December 31, 2000

   REVENUES

      The Company's revenues decreased by approximately 31%, or $63.4 million,
to $139.3 million for the three months ended December 31, 2001 from $202.7
million for the three months ended December 31, 2000. Butadiene sales revenues
decreased as a result of lower sales prices as compared to the prior year
quarter. The decrease in sales prices was partially offset by higher sales
volumes. Fuel products sales revenues also declined because of lower sales
prices driven by lower crude oil and gasoline prices. Specialty products sales
revenues were lower than the prior year quarter due to lower sales volumes and
lower hydrocarbon prices.

   GROSS PROFIT

      Gross profit increased by $0.8 million, to $7.9 million for the three
months ended December 31, 2001 from $7.1 million for the three months ended
December 31, 2000. Gross margin during this period increased to 5.7% from 3.5%.
Butadiene gross profit declined due to margin compression driven by declining
product prices. MTBE gross profit increased due to higher sales volumes from
production. Specialty products gross profit was positively impacted by lower raw
material and energy costs. In addition, gross profit increased during the
current quarter compared to the corresponding prior year quarter by the
elimination of goodwill amortization expense upon adoption of SFAS No. 142
starting July 2001. Goodwill amortization expense of $1.1 million was recorded
in the three months ended December 31, 2000.

   INCOME FROM OPERATIONS

      Income from operations increased $0.6 million, to $5.3 million for the
three months ended December 31, 2001 from $4.7 million for the three months
ended December 31, 2000. Operating margin during this period increased to 3.8%
from 2.3%. This increase in income from operations was primarily due to the same
factors contributing to the increase in gross profit described above.

Six months ended December 31, 2001 compared to the six months ended
December 31, 2000

   REVENUES

      The Company's revenues decreased by 30%, or $129.1 million, to $294.2
million for the six months ended December 31, 2001 from $423.3 million for the
six months ended December 31, 2000. Butadiene sales revenues decreased as a
result of lower sales prices and sales volumes as compared to the prior year
period. Fuel products sales revenues decreased principally due to lower MTBE
sales prices. MTBE sales prices were lower during the current period as a result
of decreases in crude oil and gasoline prices. Specialty products sales revenues
were lower than the prior year period due to lower sales volumes and lower
hydrocarbon prices.

   GROSS PROFIT

      Gross profit decreased by 82% or $21.2 million, to $4.6 million for the
six months ended December 31, 2001 from $25.8 million for the six months ended
December 31, 2000. Gross margin during this period decreased to approximately
1.6% from 6.1%. Gross profit during the period declined substantially due to
operating problems associated with the fire and flood damage sustained by the
plant in May and June 2001. Repairs that continued in June, July and August 2001
resulted in a reduction of MTBE production of approximately 30 percent during
the current period compared to the prior year period adjusted for the turnaround
in August 2000. The repairs during the current period included a turnaround to
change damaged catalyst in one of the Company's dehydro units that is used to
produce MTBE. In addition, raw material inventory levels at the beginning of the
current period were



                                       12
<PAGE>
higher than planned due to the operational outages sustained at the end of
fiscal year 2001. These raw materials subsequently declined in value due to a
significant decline in market prices during the current period. The resulting
higher cost of raw materials combined with lower product sales prices had a
negative effect on unit margins. The Company estimates that these operating
problems related to the fire and flood impacted the first quarter gross profit
by approximately $13 million. Gross profit was also negatively impacted by
additional declines in product prices during the period. These declines
negatively impacted the unit margins in the fuel products and butadiene
businesses. Gross profit increased during the current period compared to the
corresponding prior year period by the elimination of goodwill amortization
expense upon the adoption of SFAS No. 142 starting in July 2001. Goodwill
amortization expense of $2.3 million was recorded in the six months ended
December 31, 2000.

   INCOME FROM OPERATIONS

      Income from operations decreased by $21.5 million, to $(0.7) million for
the six months ended December 31, 2001 from $20.8 million for the six months
ended December 31, 2000. Operating margin during this period decreased to (0.2)%
from 4.9%. The decrease in income from operations was primarily due to the same
factors contributing to the decrease in gross profit described above.


LIQUIDITY AND CAPITAL RESOURCES

   CASH FLOWS

Six months ended December 31, 2001 compared to the six months ended
December 31, 2000

      Net cash used by operating activities was $9.9 million for the six months
ended December 31, 2001 compared to $12.9 million for the six months ended
December 31, 2000. The decrease of $3.0 million was caused by a decrease in
working capital during the current period partly offset by lower net income. Net
cash used in investing activities was $4.4 million for the six months ended
December 31, 2001 compared to $6.8 million for the six months ended December 31,
2000. The decrease of $ 2.4 million was due to lower capital expenditures. Net
cash used in financing activities was $4.7 million for the six months ended
December 31, 2001 compared to $4.9 million net cash provided for the six months
ended December 31, 2000. The decrease of $9.6 million was primarily attributable
to a cash payment of $9.3 million to the Parent to fund scheduled interest
payments. See further discussion in the following liquidity section.

   LIQUIDITY

      The Company's liquidity needs arise primarily from principal and interest
payments under the Bank Credit Agreement and the Subordinated Notes in addition
to funding capital expenditures and income taxes. Additionally, beginning in
January 2002, a semiannual cash interest payment of $3.9 million is required
under the Discount Notes issued by the parent. The parent does not maintain
continuing operations that generate cash flow to meet these interest payments.
The Company's ability to fund interest on the debt held by the Parent is limited
by the terms of the Company's Subordinated Notes. On August 10, 2001, the
Company funded a cash payment of $9.3 million to Texas Petrochemical Holdings,
Inc., the parent of TPC Holding Corp., to be held for future scheduled interest
payments on the Discount Notes. There can be no assurance that the Company will
be able to continue to fund cash payments to the Parent to meet additional
future interest requirements.

      As of December 31, 2001, the $9.3 million advance was included in Texas
Petrochemical Holdings, Inc.'s cash balance. On January 2, 2002, a semiannual
interest payment of $3.9 million was made on the Discount Notes thus reducing
Texas Petrochemical Holdings, Inc.'s cash balance. Texas Petrochemical Holdings,
Inc. anticipates the remaining cash balance from the advance will be utilized to
make the next semiannual interest payment of $3.9



                                       13
<PAGE>
million on July 1, 2002. Texas Petrochemical Holdings, Inc. expects to have
approximately $1.5 million in remaining cash from the advance to fund future
semiannual interest payments. Unless Texas Petrochemicals LP provides funding to
Texas Petrochemical Holdings, Inc. or additional capital is raised at Texas
Petrochemical Holdings, Inc. there will not be sufficient cash balances at Texas
Petrochemical Holdings, Inc. to fund the entire semiannual interest payment due
January 2, 2003. While the intention of the cash advance is to fund future
interest requirements on the Discount Notes, there is no requirement or
commitment that these funds be used solely or explicitly for that purpose. A
failure to make an interest payment on the Discount Notes qualifies as an event
of default under the indenture of the Discount Notes. The holder of the Discount
Notes would be entitled to seek remedies permitted under the provisions of the
indenture. No assets of Texas Petrochemicals LP secure the obligations of Texas
Petrochemical Holdings, Inc., however, under certain circumstances a default
under the Discount Notes could trigger a cross default in the Texas
Petrochemicals LP Bank Credit Agreement and Senior Subordinated Notes
indentures, thus giving the holders of these securities the remedies allowed
under the indentures.

      In August 2001, TPC Holding Corp. Employee Stock Ownership Trust purchased
69,000 shares of common stock of Texas Petrochemical Holdings, Inc. from
existing shareholders in exchange for cash and seller-financing. The cash
portion of the offer, to selling shareholders, was funded by a loan made by the
Company to the Trust. The loan of $2.5 million is financed over a 10-year period
at a 6% interest rate. The unallocated shares related to loan have been recorded
as an advance to the general partner and reflected as a contra account in
partners' equity. The seller-financing portion of the offer was financed with a
$5.3 million non-recourse note issued from the Trust to a selling shareholder.
This note is to be financed over a 10-year period at a 6% interest rate. TPC
Holding Corp., the plan sponsor of the Trust, has reflected this transaction on
its balance sheet. Currently, the Trust does not have sufficient funds to pay
the future principal and interest payment requirements under the seller-finance
note. The Company anticipates it will fund these principal and interest payments
of $0.8 million on an annual basis, however, there is no commitment or
requirement to make such funding. The selling shareholder holds a security
interest in the common stock, but has no recourse against the Company, the plan
sponsor, or the Trust for non-payment of the note. The Company's contribution to
the Trust for the six months ended December 31, 2001 was $0.4 million, which was
reported as compensation expense.

      In certain situations, the participants of the ESOP have the option to put
their allocated shares back to the plan sponsor at the current fair value of the
stock. Under normal circumstances the put option is triggered by retirement or
termination of the employee, and generally provides an option period of two
years. Prior to the end of fiscal 2001, no put options were exercisable. In
fiscal year 2002, qualifying employees who retired or terminated from fiscal
1996 to 2001 will be allowed to exercise their put option. Subsequent to fiscal
2002, on an annual basis, employees who meet the put option qualification
requirements will be allowed to exercise their put option. The future funding
for the exercise of the put options is expected to come from Texas
Petrochemicals LP and is allowed under the provisions of its debt agreements. No
commitment or requirement, however, exists for Texas Petrochemicals LP to make
such funding. The Company estimates that the current value of the put options
exercisable in fiscal year 2002 at approximately $1.4 million. This amount is
based on the number of shares exercisable and the current appraised share value
of $146 per share as of June 30, 2001. The appraised value of the shares will
change on an annual basis with the issuance of the new appraisal report.

      The Company's primary source of funds to meet debt service requirements is
net cash flow provided by operating activities. Operating cash flow is
significantly impacted by raw materials cost as well as the selling price and
volume of finished goods. Additionally, the Company has a $40 million Revolving
Credit Facility of which $18.5 million was used at December 31, 2001, to provide
funds for ongoing operations, working capital and planned capital expenditures.
The Company's liquidity in the current period has been impacted by a decline in
operating results, changes in working capital, funding of $9.3 million to the
parent and funding of $2.5 million to the ESOP Trust. While the Company
currently has availability of funds under the Revolving Credit Facility, there
can be no guarantee that such availability will be sufficient in the future. In
order to improve liquidity, the Company has taken steps to reduce capital
expenditures and working capital. In addition to reductions of



                                       14
<PAGE>

inventory quantities on hand, declines in product prices in the past year have
contributed to the Company's ability to reduce working capital. Potential
future increases in product prices may impact the Company's ability to maintain
low levels of working capital and in the event of significant product prices
increases would have a substantial impact on the Company's liquidity position.
The Company's ability to borrow is limited by the terms of the Bank Credit
Agreement and the Subordinated Notes. The Bank Credit Agreement and the
Subordinated Notes include certain restrictive covenants, which include, but are
not limited to, the maintenance of certain financial ratios and limitations on
capital expenditures, indebtedness, investments and sales of assets and
subsidiary stock. Based on the current financial ratios effective February 14,
2002, the Company's availability under its $40 million Revolver Credit Facility
will decrease to $37 million. The Company's availability under the Revolving
Credit Facility is tied, among other things, to the ratio of Debt to EBITDA
as defined in the Bank Credit Agreement. Future declines in the Company's
EBITDA could result in a further decline in the amount of available capacity in
the Revolving Credit Facility, if an amendment to the Bank Credit Agreement were
not obtained. Additionally, the Company's Revolving Credit Facility is scheduled
to expire on December 31, 2002. Failure to obtain alternative financing or an
extension of the existing facility by December 31, 2002 would create a
significant reduction in the Company's liquidity and could have a substantial
negative impact on the Company's business operations and financial condition.
The Company obtained an amendment to the Bank Credit Agreement in July 2001 that
amended the definition of EBITDA to allow for an exclusion of losses associated
with the fire and flood damage sustained during the fourth quarter of fiscal
year 2001 and the first quarter of fiscal year 2002.

   CAPITAL EXPENDITURES

      The Company's capital expenditures relate principally to improving
operating efficiencies. Capital expenditures for the six months ended December
31, 2001 were $4.4 million. The Company's expenses include approximately $20
million annually for plant maintenance, which are not treated as capital
expenditures. The Company currently plans to spend approximately $8 million in
capital expenditures for fiscal 2002.


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This filing includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are identified as any
statement that does not relate strictly to historical or current facts. They use
words such as "anticipate," "believe," "intend," "plan," "projection,"
"forecast," "strategy," "position," "continue," "estimate," "expect," "may,"
"will," or the negative of those terms or other variations of them or by
comparable terminology. In particular, statements expressed or implied,
concerning future operating results or the ability to generate sales, income or
cash flow are forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and assumptions.
The future results of our operations may differ materially from those expressed
in these forward-looking statements. Many of the factors that will determine
these results are beyond our ability to control or predict. Specific factors
that could cause actual results to differ from those in the forward-looking
statements include but are not limited to those factors disclosed in conjunction
with the forward looking statements included herein ("Cautionary Disclosures").
Subsequent written or oral forward looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Disclosures.



                                       15
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company's primary sources of market risk are from fluctuations in
commodity prices and interest rates.

COMMODITY PRICES

      The Company manages its exposure to commodity price fluctuations by
entering into contracts on raw material purchases and product sales with third
parties. In addition, the Company periodically enters into commodity price swap
agreements and futures contracts to reduce price risk by either purchasing or
selling raw materials or other products in the market. At December 31, 2001, the
Company had outstanding natural gas swap contracts with notional volumes
totaling 800,000 mmbtus and other raw material futures contracts with notional
volumes totaling 25,000 barrels. The fair value of these outstanding derivative
instruments at December 31, 2001 has been recorded in the financial statements
as a $1.3 million loss. A hypothetical 10% unfavorable change in the price of
natural gas from that in effect at the end of the period would not have a
material adverse effect on the financial position or results of operations of
the Company. Additionally, the Company recognized a $0.8 million loss on natural
gas swap contracts that settled during the three months ended December 31, 2001.

INTEREST RATE RISK

      The Company maintains an overall interest rate risk-management strategy
that incorporates the use of derivative instruments to minimize its exposure to
changes in the fair value of its fixed rate debt and to volatility in LIBOR
rates associated with its floating rate debt. As of December 31, 2001 the
Company had no interest rate derivatives instruments outstanding.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      There have been no material developments with respect to the Company's
legal proceedings previously reported in the Company's Form 10-K for the year
ended June 30, 2001.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)     Exhibits
           None.

   (b)     Reports on Form 8-K
           There were no reports on Form 8-K filed during the three months
           ended December 31, 2001.


                                       16
<PAGE>

                                    SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                                 TEXAS PETROCHEMICALS LP





Dated:    February 13, 2002                 By:     /s/   Carl S. Stutts
                                                -------------------------------
                                                        Carl S. Stutts
                                                    Executive Vice President,
                                                     Chief Financial Officer

                                       17