<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 SEPTEMBER 30, 2001

                                       OR

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

          FOR THE TRANSITION PERIOD FROM ........... TO ...............

                          REGISTRATION 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>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

     Consolidated Balance Sheet as of September 30, 2001 and June 30, 2001                                 1

     Consolidated Statement of Operations for the three months ended
        September 30, 2001 and 2000                                                                        2
     Consolidated Statement of Cash Flows for the three months ended
        September 30, 2001 and 2000                                                                        3

     Notes to Consolidated Financial Statements                                                            4

Item 2. Management's Discussion and Analysis of Financial Condition and Results
     of Operations                                                                                         9

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                        13

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                                                 13

Item 6. Exhibits and Reports on Form 8-K                                                                  13

Signature                                                                                                 14
</Table>



                                       i
<PAGE>



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                             TEXAS PETROCHEMICALS LP

                           CONSOLIDATED BALANCE SHEET
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                 SEPTEMBER 30,       JUNE 30,
                                                                    2001              2001
                                                                 -----------      -----------
<S>                                                              <C>              <C>
                      ASSETS
Current assets:
      Cash and cash equivalents                                  $       133      $    19,407
      Accounts receivable - trade                                     49,449           54,479
      Inventories                                                     31,343           35,574
      Other current assets                                            19,657           12,487
                                                                 -----------      -----------
          Total current assets                                       100,582          121,947

Property, plant and equipment, net                                   211,811          213,475
Investment in land held for sale                                         990              990
Investment in and advances to limited partnership                      2,502            2,652
Goodwill, net                                                        160,395          160,395
Other assets, net of accumulated amortization                          9,249            9,564
                                                                 -----------      -----------
          Total assets                                           $   485,529      $   509,023
                                                                 ===========      ===========

      LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
      Bank overdraft                                             $     7,117      $     5,829
      Accounts payable - trade                                        47,936           67,171
      Payable to parent                                                   --              213
      Accrued expenses                                                11,114           16,606
      Current portion of long-term debt                                9,610            6,196
                                                                 -----------      -----------
          Total current liabilities                                   75,777           96,015

Revolving line of credit                                              23,500            2,000
Long-term debt                                                       260,659          263,943
Deferred income taxes                                                 58,808           59,417

Commitments and contingencies (Note 3)

Partners' equity:
      Limited partner                                                 77,557           86,772
      General partner                                                    783              876
Advance to Parent                                                     (9,268)              --
Advance to General partner                                            (2,287)              --
                                                                 -----------      -----------
            Total partners' equity                                    66,785           87,648
                                                                 -----------      -----------
              Total liabilities and partners' equity             $   485,529      $   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
                                                                                       SEPTEMBER 30,
                                                                                ----------------------------
                                                                                  2001              2000
                                                                                -----------      -----------
<S>                                                                             <C>              <C>
Revenues                                                                        $   154,922      $   220,588
Cost of goods sold                                                                  153,144          195,620
Non-cash ESOP compensation                                                               69              155
Depreciation and amortization                                                         5,056            6,122
                                                                                -----------      -----------
      Gross profit (loss)                                                            (3,347)          18,691

Selling, general and administrative expenses                                          2,656            2,636
                                                                                -----------      -----------
           Income (loss) from operations                                             (6,003)          16,055

Interest expense                                                                      7,611            8,029

Other income (expense)
      Non-cash change in fair value of derivatives                                     (706)            (364)
      Other, net                                                                         36               77
                                                                                -----------      -----------
                                                                                       (670)            (287)

           Income (loss) before income taxes and cumulative effect of
           accounting change                                                        (14,284)           7,739

Provision (benefit) for income taxes                                                 (4,907)           3,268

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

           Net income (loss)                                                    $    (9,377)     $     4,061
                                                                                ===========      ===========
</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>
                                                                                    THREE MONTHS ENDED
                                                                                        SEPTEMBER 30,
                                                                                ----------------------------
                                                                                   2001              2000
                                                                                -----------      -----------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
      Net income (loss)                                                         $    (9,377)     $     4,061
      Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
      Depreciation of fixed assets                                                    5,056            4,976
      Amortization of goodwill                                                           --            1,146
      Amortization of debt issuance costs and deferred premium                          301              301
      Earnings from limited partnership                                                  --              (60)
      Deferred income taxes                                                            (559)             (17)
      Non-cash ESOP compensation                                                         69              155
      Non-cash change in fair value of derivatives                                      706              995
      Change in:
         Accounts receivable                                                          5,030           (2,370)
         Inventories                                                                  4,231              893
         Other assets                                                                (4,408)          (1,993)
         Accounts payable                                                           (19,235)          (1,858)
         Payable to parent                                                             (213)           2,101
         Accrued expenses                                                            (5,492)          (6,968)
         Distribution from limited partnership                                          150              150
                                                                                -----------      -----------
             Net cash provided by (used in) operating activities                    (23,741)           1,512

Cash flows from investing activities:
      Capital expenditures                                                           (3,392)          (3,458)
                                                                                -----------      -----------
             Net cash used in investing activities                                   (3,392)          (3,458)

 Cash flows from financing activities:
      Change in bank overdraft                                                        1,288           (1,083)
      Net borrowings under revolver                                                  21,500              400
      Payments on long-term debt                                                     (3,374)          (7,742)
      Payment of cash bonus plan                                                         --             (213)
      Advance to Parent                                                              (9,268)              --
      Advance to General partner                                                     (2,287)             500
                                                                                -----------      -----------
      Net cash provided by (used in) financing activities                             7,859           (8,138)
                                                                                -----------      -----------

Net decrease in cash and cash equivalents                                           (19,274)         (10,084)

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

Cash and cash equivalents, at end of period                                     $       133      $     4,835
                                                                                ===========      ===========
</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 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)
n-butylenes (butene-1 and butene-2), 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 has 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.

     The Company's principal feedstocks are crude butadiene, isobutane and
methanol. The Company purchases a significant portion of its crude butadiene
requirements at prices that are adjusted based on the Company's selling price of
butadiene as well as the cost of natural gas used to produce butadiene. Methanol
and isobutane are purchased at prices linked to prevailing market prices.

     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
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, have been made which are necessary to
fairly present the financial position of the Company as of September 30, 2001
and the results of its operations and cash flows for the interim period ended
September 30, 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
thereto, for the year ended June 30, 2001. The June 30, 2001 balance sheet was
derived from audited financial statements but does not include all disclosures
required by generally accepted accounting principles. 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>
                                                                             SEPTEMBER 30,       JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                        <C>                <C>
         Finished goods                                                      $   19,289         $   13,583
         Raw materials                                                           10,676             20,497
         Chemicals and supplies                                                   1,378              1,494
                                                                             ----------         ----------
                                                                             $   31,343         $   35,574
                                                                             ==========         ==========
</Table>


OTHER CURRENT ASSETS:

<Table>
<Caption>
                                                                             SEPTEMBER 30,       JUNE 30,
                                                                                2001              2001
                                                                           --------------     --------------
<S>                                                                        <C>                <C>
         Catalyst inventory                                                  $    6,934         $    5,389
         Other receivables                                                        4,677              4,929
         Prepaid and other                                                        8,046              2,169
                                                                             ----------         ----------
                                                                             $   19,657         $   12,487
                                                                             ==========         ==========
</Table>


PROPERTY, PLANT AND EQUIPMENT:

<Table>
<Caption>
                                                                             SEPTEMBER 30,       JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                        <C>                <C>
         Chemical plants                                                     $   300,379        $   300,379
         Construction in progress                                                 21,096             17,704
         Other                                                                     5,839              5,839
                                                                             -----------        -----------
                                                                                 327,314            323,922
         Less accumulated depreciation                                           115,503            110,447
                                                                             -----------        -----------
                                                                             $   211,811        $   213,475
                                                                             ===========        ===========
</Table>

ACCRUED EXPENSES:

<Table>
<Caption>
                                                                             SEPTEMBER 30,       JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                        <C>                <C>
         Accrued interest                                                    $    6,363             12,439
         Property and sales taxes                                                 2,886              2,320
         Other                                                                    1,865              1,847
                                                                             ----------         ----------
                                                                             $   11,114         $   16,606
                                                                             ==========         ==========
</Table>




                                       5
<PAGE>



                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


LONG TERM DEBT:

<Table>
<Caption>
                                                                             SEPTEMBER 30,       JUNE 30,
                                                                                 2001              2001
                                                                           --------------     --------------
<S>                                                                        <C>                <C>
         Bank Credit Agreement:
              Term A Loan                                                    $     6,769        $     8,237
              Term B Loan                                                         34,364             35,295
              Revolving Credit Facility                                           23,500              2,000
         Senior Subordinated Notes                                               225,000            225,000
         Deferred premium on Senior Subordinated Notes                             1,527              1,607
         Note payable for insurance premium                                        2,609                  -
                                                                             -----------        -----------
                                                                                 293,769            272,139
         Less current maturities                                                   9,610              6,196
                                                                             -----------        -----------
         Long-term debt                                                      $   284,159        $   265,943
                                                                             ===========        ===========
</Table>


     The Bank Credit Agreement 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 Loan 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 Loan and Term
A Loan at September 30, 2001 and 2000 and 3.00% for the Term B Loan at September
30, 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 0.50% at September 30, 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, limitations on capital
expenditures, indebtedness, investments and sales of assets and subsidiary
stock. Additionally, the Bank Credit Agreement requires the Company to maintain
certain financial ratios. In March 2001, the Company obtained an amendment to
the Bank Credit Agreement related to certain financial ratios and capital
expenditure limitations. The Company obtained a second 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 2001 and the first quarter of fiscal 2002.

3. COMMITMENTS AND CONTINGENCIES

     PURCHASE COMMITMENTS

     The Company has purchase commitments incident to the ordinary conduct of
business. The prices of such purchase commitments are based on formulas, which
are determined from the prevailing market rate for such products. These
commitments generally have cancellation provisions given proper notification.



                                       6
<PAGE>



                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

     LITIGATION

     The Company is involved in various routine legal proceedings which are
incidental to the business. Management of the Company is vigorously defending
such matters and is of the opinion that their ultimate resolution will not have
a material adverse impact on the Company's financial position, results of
operations or cash flows.

     The Company received a Notice of Violation ("NOV") on March 10, 2000 from
the Environmental Protection Agency ("EPA") relating to certain discrepancies
alleged to have been found during routine inspections conducted by EPA in 1995
and 1997. The NOV led to the filing of a judicial complaint against the Company.
The Company vigorously disputed the factual and legal basis of the NOV and
settlement negotiations were initiated. The EPA, the Department of Justice, and
the Company are currently finalizing a settlement that will entail a civil
penalty and the installation of vapor controls on three organic liquid storage
vessels on or before October 1, 2002. The anticipated settlement of such issues
is not expected to have a material adverse impact on the Company's financial
condition, results of operations or cash flows.

     Legal actions have been filed in several states for recovery for alleged
property damage and/or costs of remediation and replacement of water supplies
due to the presence of MTBE. As of this point in time, the Company has not been
named in any of these actions; however, no assurance can be given that the
Company will not be named in these or other future actions.

     ENVIRONMENTAL REGULATION

          The Company's operations are subject to federal, state and local laws
and regulations administered by the EPA, the U.S. Coast Guard, the Army Corps of
Engineers, the Texas Natural Resource Conservation Commission, 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 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.

     There continues to be action in Congress to impact the use of MTBE in
gasoline. The most prevalent legislative proposals would ban MTBE, eliminate the
oxygen requirement of the Clean Air Act ("CAA") of 1990 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.



                                       7
<PAGE>



                             TEXAS PETROCHEMICALS LP

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


4. ACCOUNTING CHANGE

     On July 1, 2000, the Company adopted Statement of Financial Accounting
Standards ("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 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.

     In July 2001, the Company adopted SFAS No. 142, "Goodwill and other
Intangible Assets". Accordingly, the Company no longer amortizes goodwill but
rather tests goodwill for impairment on an annual basis. Under the guidance of
SFAS No. 142, the Company has six months from the date of adoption to perform
the test. To date the Company has not completed this test.

5. EMPLOYEE STOCK OWNERSHIP PLAN

     In August 2001, the TPC Holding Corp. Employee Stock Ownership Trust
("Trust") purchased 69,000 shares of common stock of Texas Petrochemicals
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 Texas Petrochemicals LP 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 note issued from the Trust to the
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 ESOP, has reflected
this transaction on its balance sheet. The Company's contribution to the
Employee Stock Ownership Plan ("ESOP") for the three months ended September 30,
2001 was $0.2 million, which was reported as compensation expense.

     The employees 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. Beginning in fiscal 2002 qualifying employees will be allowed to
exercise their put option.

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 the General partner
(the "Parent") 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. 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 Company to the Parent under an existing tax sharing agreement. The
note receivable has been reflected as a contra account in partners' equity.



                                       8
<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), specialty products
(butene-1, isobutylene concentrate, high purity isobutylene, diisobutylene and
polyisobutylene). The Company's results of operations are affected by a number
of factors, including variations in market demand, production volumes, and the
pricing of its products and primary raw materials. The Company believes that the
pricing for its principal products is primarily dependent on the balance between
the global supply and North American demand for each product, the cost structure
of the various global producers (including their cost of raw materials) and from
time to time, other external factors, such as the implementation of the Clean
Air Act Amendments of 1990, which significantly increased the demand for MTBE in
the early 1990's.

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 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. 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 an MCL, 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
MCL.

     There continues to be action in Congress to impact the use of MTBE in
gasoline. The most prevalent legislative proposals would ban MTBE, eliminate the
oxygen requirement of the 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 have an adverse material effect on
the Company's results of operations.

     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. California EPA has designated MTBE as a possible human carcinogen.



                                       9
<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 months ended September 30, 2001 and 2000.


Revenues

<Table>
<Caption>
                                                  THREE MONTHS ENDED
                                                     SEPTEMBER 30,
                                   ----------------------------------------------------
                                             2001                         2000
                                   -----------------------      -----------------------
                                                  (DOLLARS IN MILLIONS)
<S>                                <C>           <C>            <C>           <C>
Butadiene                          $    28.5            18%     $    44.3            20%
Fuel Products (1)                       86.7            56          129.7            59
Specialty Products(2)                   36.8            24           42.0            19
Other(3)                                 2.9             2            4.6             2
                                   ---------     ---------      ---------     ---------
Total                              $   154.9           100%     $   220.6           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
                                                             SEPTEMBER 30,
                                                       -------------------------
                                                          2001           2000
                                                       ----------     ----------
                                                (MILLIONS OF POUNDS, EXCEPT WHERE NOTED)
<S>                                                         <C>            <C>
Butadiene                                                   182.4          217.2
Fuel Products(1)                                            105.1          110.5
Specialty Products                                          157.8          160.5
</Table>


----------
(1) Volumes in millions of gallons. Includes 81.9 million and 94.8 million
gallons of MTBE sales, of which 31.6 million and 29.1 million gallons of
finished MTBE purchased for resale for the three months ended September 30, 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
                                                                                  SEPTEMBER 30,
                                                            ----------------------------------------------------------
                                                                       2001                              2000
                                                            --------------------------       -------------------------
                                                                               (DOLLARS IN MILLIONS)
<S>                                                         <C>             <C>              <C>            <C>
Revenues                                                    $    154.9             100%      $    220.6            100%
Cost of goods sold                                               153.1              99            195.6             89
Non-cash ESOP compensation                                         0.1              --              0.2             --
Depreciation and amortization                                      5.0               3              6.1              3
                                                            ----------      ----------       ----------     ----------
      Gross profit                                                (3.3)             (2)            18.7              8
Selling, general and administrative expenses                       2.7               2              2.6              1
                                                            ----------      ----------       ----------     ----------
      Income from operations                                $     (6.0)             (4)%     $     16.1              7%
                                                            ==========      ==========       ==========     ==========
</Table>



                                       10
<PAGE>



Three months ended September 30, 2001 compared to the three months ended
September 30, 2000

     REVENUES

          The Company's revenues decreased by approximately 30%, or $65.7
million, to $154.9 million for the three months ended September 30, 2001 from
$220.6 million for the three months ended September 30, 2000. Butadiene sales
revenues decreased as a result of lower sales prices and sales volumes as
compared to the prior year quarter. Butadiene sales prices and sales volumes
were lower during the current period due to a decline in customer demand. 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 gasoline prices and lower consumer demand. Specialty products sales revenues
were slightly lower than the prior year quarter due to lower sales volumes and
lower hydrocarbon values.

     GROSS PROFIT

          Gross profit decreased by $22.0 million, to $(3.3) million for the
three months ended September 30, 2001 from $18.7 million for the three months
ended September 30, 2000. Gross margin during this period decreased to (2.2)%
from 8.5%. 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
resulted in a reduction of MTBE production of approximately 30 percent during
the current quarter, compared to the prior year quarter adjusted for the
turnaround in August 2000. The repairs during the current quarter 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 quarter were higher than planned due to the operational
outages sustained at the end of fiscal 2001. These raw materials subsequently
declined in value due to a significant decline in market prices during the
current quarter. The resulting higher cost 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 values during the
quarter. These declines negatively impacted the unit margins in the fuel
products and butadiene businesses.

     INCOME FROM OPERATIONS

          Income from operations decreased $22.1 million, to $(6.0) million for
the three months ended September 30, 2001 from $16.1 million for the three
months ended September 30, 2000. Operating margin during this period decreased
to (3.9)% from 7.3%. This decrease in income from operations was primarily due
to the same factors contributing to the decrease in gross profit described
above. The selling, general and administrative costs remained unchanged from the
prior year quarter.


LIQUIDITY AND CAPITAL RESOURCES

     CASH FLOWS

Three months ended September 30, 2001 compared to the three months ended
September 30, 2000

     Net cash used by operating activities was $23.7 million for the three
months ended September 30, 2001 compared to $1.5 million net cash provided for
the three months ended September 30, 2000. The decrease of $25.2 million was
primarily caused by a $13.4 million decrease in net income and an $11.8 million
increase in working capital during the current period. Net cash used in
investing activities was $3.4 million for the three months ended



                                       11
<PAGE>



September 30, 2001 compared to $3.5 million for the three months ended September
30, 2000. Net cash provided by financing activities was $7.9 million for the
three months ended September 30, 2001 compared to $8.1 million net cash used for
the three months ended September 30, 2000. The increase of $16.0 million was
attributable to borrowings under the revolving credit facility to satisfy
current operating needs, a portion of which was used as a cash payment of $9.3
million to the Parent.


     LIQUIDITY

          The Company's liquidity needs arise primarily from principal and
interest payments under the Bank Credit Agreement and the Subordinated Notes.
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 the Parent
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 its Parent to meet additional future interest requirements.
Additionally, beginning in fiscal 2002 qualifying employees will be allowed to
exercise their put option under the terms of the ESOP (See Footnote 5 on Page
8). The future funding for the exercise of the put option is expected to come
from Texas Petrochemicals LP. No commitment or requirement exists for Texas
Petrochemicals LP to make such funding. The Company estimates that the current
value of the put options exercisable in the fiscal year 2002 at approximately $1
million.

          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 variances of finished goods. Additionally, the Company has a
$40 million Revolving Credit Facility of which $23.5 million was used at
September 30, 2001, to provide funds for ongoing operations, working capital and
planned capital expenditures. The Company's liquidity in the current quarter 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.
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. 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. Additionally, the Bank Credit Agreement requires the Company
to maintain certain financial ratios. In March 2001, the Company obtained an
amendment to the Bank Credit Agreement related to certain financial ratios and
capital expenditure limitations. The Company obtained a second 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 2001 and the first quarter of
fiscal 2002.

     CAPITAL EXPENDITURES

          The Company's capital expenditures relate principally to improving
production capacity and improving operating efficiencies. Capital expenditures
for three months ended September 30, 2001 were $3.4 million. The Company
expenses approximately $20 million annually for plant maintenance. These
maintenance costs are not treated as capital expenditures.



                                       12
<PAGE>




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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no significant quantitative or qualitative changes in the
Company's risk sensitive instruments during the three months ended September 30,
2001.


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

          10.17 Second Amendment to Amended and Restated Credit Agreement by and
          among Texas Petrochemicals LP, TPC Holdings and Chase Manhattan Bank

     (b)  Reports on Form 8-K

          There were no reports on Form 8-K filed during the three months ended
September 30, 2001.



                                       13
<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
                                                   (Registrant)




Dated: November 14, 2001         By:           /s/   Carl S. Stutts
                                    --------------------------------------------
                                                   (Signature)
                                                 Carl S. Stutts
                                              Executive Vice President,
                                              Chief Financial Officer




                                       14
<PAGE>



                                INDEX TO EXHIBITS



<Table>
<Caption>
EXHIBIT
NUMBER         DESCRIPTION
------         -----------
<S>            <C>
10.17          Second Amendment to Amended and Restated Credit Agreement by and
               among Texas Petrochemicals LP, TPC Holdings and Chase Manhattan
               Bank
</Table>