<PAGE>   1

================================================================================

                       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

                                       OR

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

FOR THE QUARTER ENDED MARCH 31, 1999


                          COMMISSION FILE NO. 1-10403

                             TEPPCO PARTNERS, L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                                               76-0291058
(STATE OF INCORPORATION                                     (I.R.S. EMPLOYER
    OR ORGANIZATION)                                     IDENTIFICATION NUMBER)



                               2929 ALLEN PARKWAY
                                 P.O. BOX 2521
                           HOUSTON, TEXAS 77252-2521
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (713) 759-3636
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


         Indicate by check mark whether each 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 requirements for the past 90 days. Yes [X]  No [ ]





================================================================================

<PAGE>   2

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              TEPPCO PARTNERS, L.P.

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                  MARCH 31,     DECEMBER 31,
                                                                     1999           1998
                                                                 ------------   ------------
                                                                  (UNAUDITED)
<S>                                                              <C>            <C>

                                     ASSETS

Current assets:                 
  Cash and cash equivalents ..................................   $     29,903   $     47,423
  Short-term investments .....................................          3,271          3,269
  Accounts receivable, trade .................................         89,473        113,541
  Inventories ................................................         22,011         20,434
  Other ......................................................          2,677          3,909
                                                                 ------------   ------------
     Total current assets ....................................        147,335        188,576
                                                                 ------------   ------------
Property, plant and equipment, at cost (Net of accumulated
  depreciation and amortization of $200,510 and $193,858) ....        678,597        671,611
Investments ..................................................          4,723          6,490
Intangible assets ............................................         36,363         36,842
Other assets .................................................         11,417         11,450
                                                                 ------------   ------------
     Total assets ............................................   $    878,435   $    914,969
                                                                 ============   ============

                        LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable and accrued liabilities ...................   $     82,452   $    117,933
  Accounts payable, general partner ..........................          3,942          2,815
  Accrued interest ...........................................          6,180         13,039
  Other accrued taxes ........................................          5,891          6,739
  Other ......................................................          5,974          7,699
                                                                 ------------   ------------
     Total current liabilities ...............................        104,439        148,225
                                                                 ------------   ------------
Senior Notes .................................................        389,730        389,722
Other long-term debt .........................................         38,000         38,000
Other liabilities and deferred credits .......................          3,139          3,407
Minority interest ............................................          3,470          3,393
Redeemable Class B Units held by related party ...............        106,365        105,036
Partners' capital:
  General partner's interest .................................            388           (380)
  Limited partners' interests ................................        232,904        227,566
                                                                 ------------   ------------
     Total partners' capital .................................        233,292        227,186
                                                                 ------------   ------------
     Total liabilities and partners' capital .................   $    878,435   $    914,969
                                                                 ============   ============
</TABLE>



          See accompanying Notes to Consolidated Financial Statements.



                                       2
<PAGE>   3


                              TEPPCO PARTNERS, L.P.

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS     THREE MONTHS
                                                                                ENDED            ENDED    
                                                                              MARCH 31,        MARCH 31,  
                                                                                 1999             1998    
                                                                             ------------     ------------
<S>                                                                          <C>              <C>        
Operating revenues:                                                                                       
  Sale of crude oil and petroleum products ................................   $ 222,374        $      --  
  Transportation - Refined products .......................................      25,596           22,462  
  Transportation - LPGs ...................................................      26,595           21,815  
  Transportation - Crude oil and NGLs .....................................       2,566               --  
  Mont Belvieu operations .................................................       2,897            2,670  
  Other -  net ............................................................       6,062            3,258  
                                                                              ---------        ---------  
    Total operating revenues ..............................................     286,090           50,205  
                                                                              ---------        ---------  
Costs and expenses:                                                                                       
  Purchases of crude oil and petroleum products ...........................     216,697               --  
  Operating, general and administrative ...................................      21,213           15,844  
  Operating fuel and power ................................................       6,893            6,190  
  Depreciation and amortization ...........................................       8,139            6,080  
  Taxes - other than income taxes .........................................       2,679            2,577  
                                                                              ---------        ---------  
    Total costs and expenses ..............................................     255,621           30,691  
                                                                              ---------        ---------  
    Operating income ......................................................      30,469           19,514  
                                                                                                          
Interest expense ..........................................................      (7,542)          (7,156) 
Interest costs capitalized ................................................         142              284  
Other income - net ........................................................         541              647  
                                                                              ---------        ---------  
  Income before minority interest and extraordinary loss on debt                                       
    extinguishment ........................................................      23,610           13,289  
Minority interest .........................................................        (238)            (134) 
                                                                              ---------        ---------  
  Income before extraordinary loss on debt extinguishment .................      23,372           13,155  
Extraordinary loss on debt extinguishment, net of minority interest .......          --          (72,767) 
                                                                              ---------        ---------  
  Net income (loss) .......................................................   $  23,372        $ (59,612) 
                                                                              =========        =========  
Basic and diluted income (loss) per Limited Partner and Class B Unit:

  Income before extraordinary loss on debt extinguishment .................   $    0.64        $    0.41  

  Extraordinary loss on debt extinguishment ...............................          --            (2.28) 
                                                                              ---------        ---------  
  Net income (loss) .......................................................   $    0.64        $   (1.87) 
                                                                              =========        =========  
Weighted average Limited Partner and Class B Units outstanding ............      32,917           29,000  
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>   4



                              TEPPCO PARTNERS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                       THREE MONTHS    THREE MONTHS
                                                                          ENDED            ENDED
                                                                         MARCH 31,       MARCH 31,
                                                                           1999            1998
                                                                       ------------    ------------
<S>                                                                    <C>             <C>       
Cash flows from operating activities:
  Net income (loss) ..................................................   $  23,372       $ (59,612)
  Adjustments to reconcile net income (loss) to cash provided by                                   
   operating activities:                                                                           
     Depreciation and amortization ...................................       8,139           6,080 
     Extraordinary loss on early extinguishment of debt,                                           
       net of minority interest ......................................          --          72,767 
     Equity in loss of affiliate .....................................          74              94 
     Decrease in accounts receivable, trade ..........................      24,068           6,563 
     Increase in inventories .........................................      (1,577)         (1,080)
     Decrease in other current assets ................................       1,232             250 
     Decrease in accounts payable and accrued expenses ...............     (43,786)        (11,087)
     Other ...........................................................        (715)             71 
                                                                         ---------       --------- 
       Net cash provided by operating activities .....................      10,807          14,046 
                                                                         ---------       --------- 
                                                                                                   
Cash flows from investing activities:                                                              
  Proceeds from cash investments .....................................       3,000              -- 
  Purchases of cash investments ......................................      (1,235)             -- 
  Purchase of fractionators and related intangible assets, 
        net of noncash portion .......................................          --          (2,000)
  Purchase of crude oil system .......................................      (2,250)             -- 
  Capital expenditures ...............................................     (11,851)         (4,949)
                                                                         ---------       --------- 
      Net cash used in investing activities ..........................     (12,336)         (6,949)
                                                                         ---------       --------- 
                                                                                                   
Cash flows from financing activities:                                                              
  Principal payment, First Mortgage Notes ............................          --        (326,512)
  Prepayment premium, First Mortgage Notes ...........................          --         (70,093)
  Issuance of Senior Notes ...........................................          --         389,694 
  Debt issuance costs, Senior Notes ..................................          --          (3,641)
  Distributions ......................................................     (15,991)        (13,710)
                                                                         ---------       --------- 
      Net cash used in financing activities ..........................     (15,991)        (24,262)
                                                                         ---------       --------- 
                                                                                                   
Net decrease in cash and cash equivalents ............................     (17,520)        (17,165)
                                                                                                   
Cash and cash equivalents at beginning of period .....................      47,423          43,961 
                                                                         ---------       --------- 
Cash and cash equivalents at end of period ...........................   $  29,903       $  26,796 
                                                                         =========       ========= 
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:                                                             
Interest paid during the period (net of capitalized interest) ........   $  14,182       $  12,525 
                                                                         =========       ========= 
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


                                       4
<PAGE>   5


                              TEPPCO PARTNERS, L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1.  ORGANIZATION AND BASIS OF PRESENTATION

         TEPPCO Partners, L.P. (the "Partnership"), a Delaware limited
partnership, was formed in March 1990. The Partnership operates through TE
Products Pipeline Company, Limited Partnership (the "Products OLP") and TCTM,
L.P. (the "Crude Oil OLP"). Collectively the Products OLP and the Crude Oil OLP
are referred to as "the Operating Partnerships." The Partnership owns a 99%
interest as the sole limited partner interest in both the Products OLP and the
Crude Oil OLP. Texas Eastern Products Pipeline Company (the "Company" or
"General Partner"), an indirect wholly-owned subsidiary of Duke Energy
Corporation ("Duke Energy"), owns a 1% general partner interest in the
Partnership and 1% general partner interest in each Operating Partnership. The
Company, as general partner, performs all management and operating functions
required for the Partnership pursuant to the Agreements of Limited Partnership
of TEPPCO Partners, L.P. and TE Products Pipeline Company, Limited Partnership
and TCTM, L.P. (the "Partnership Agreements"). The general partner is reimbursed
by the Partnership for all reasonable direct and indirect expenses incurred in
managing the Partnership.

         The accompanying unaudited consolidated financial statements reflect
all adjustments, which are, in the opinion of management, of a normal and
recurring nature and necessary for a fair statement of the financial position of
the Partnership as of March 31, 1999, and the results of operations and cash
flows for the periods presented. The results of operations for the three months
ended March 31, 1999, are not necessarily indicative of results of operations
for the full year 1999. The interim financial statements should be read in
conjunction with the Partnership's consolidated financial statements and notes
thereto presented in the TEPPCO Partners, L.P. Annual Report on Form 10-K for
the year ended December 31, 1998. Certain amounts from the prior year have been
reclassified to conform to current presentation.

         The Partnership operates in two industry segments: refined products and
liquefied petroleum gases ("LPGs") transportation, and crude oil and natural gas
liquids ("NGLs") transportation and marketing. The Partnership's reportable
segments offer different products and services and are managed separately
because each requires different business strategies. The crude oil and NGLs
transportation segment was acquired as a unit, and the management at the time of
the acquisition was retained. The refined products and LPGs transportation
segment's interstate transportation operations, including rates charged to
customers, are subject to regulations prescribed by the Federal Energy
Regulatory Commission ("FERC"). Refined products, LPGs, crude oil and NGLs are
referred to herein, collectively, as "petroleum products" or "products."

         Basic net income per Unit is computed by dividing net income, after
deduction of the general partner's interest, by the weighted average number of
Limited Partner and Class B Units outstanding (a total of 32,916,547 Units and
29,000,000 Units as of March 31, 1999 and 1998, respectively). The general
partner's percentage interest in net income is based on its percentage of cash
distributions from Available Cash for each period (see Note 7. Cash
Distributions). The general partner was allocated $2.4 million (10.18%) of the
net income for the three months ended March 31, 1999, and $5.3 million (8.87%)
of the net loss for the three months ended March 31, 1998.

         Diluted net income per Unit is similar to the computation of basic net
income per Unit above, except that the denominator was increased to include the
dilutive effect of outstanding Unit options by application of the treasury stock
method. For the quarters ended March 31, 1999 and 1998, the denominator was
increased by 28,572 Units and 46,338 Units, respectively.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
standards for and disclosures of derivative instruments and hedging activities.
This statement



                                       5
<PAGE>   6



                              TEPPCO PARTNERS, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

is effective for fiscal years beginning after June 15, 1999. The Partnership
expects to adopt this standard effective January 1, 2000, and does not expect
the adoption of this statement to have a material impact on its financial
condition or results of operations.

NOTE 3. RELATED PARTY TRANSACTIONS

         As of March 31, 1998, TEPPCO Colorado, LLC ("TEPPCO Colorado"), a
wholly owned subsidiary of the Products OLP, purchased two fractionation
facilities located in Weld County, Colorado, from Duke Energy Field Services,
Inc. ("DEFS"), a wholly-owned subsidiary of Duke Energy. TEPPCO Colorado and
DEFS entered into a twenty year Fractionation Agreement, whereby TEPPCO Colorado
will receive a variable fee for all fractionated volumes delivered to DEFS. The
purchase price of these transactions was $40 million. Intangible assets include
$38 million of value assigned to the Fractionation Agreement, which will be
amortized on a straight-line method over the term of the Fractionation
Agreement. The remaining purchase price of $2.0 million was allocated to the
fractionator facilities purchased. TEPPCO Colorado and DEFS also entered into a
Operations and Management Agreement, whereby DEFS will operate and maintain the
fractionation facilities. TEPPCO Colorado will pay DEFS a set volumetric rate
for all fractionated volumes delivered to DEFS. As the transactions occurred as
of March 31, 1998, no effect of these transactions was included in the
Partnership's consolidated statements of income for the quarter ended March 31,
1998.

         Effective November 1, 1998, the Crude Oil OLP, through its wholly owned
subsidiary TEPPCO Crude Oil, LLC ("TCO"), acquired substantially all of the
assets of Duke Energy Transport and Trading Company ("DETTCO") from Duke Energy
for approximately $106 million. In consideration for such assets, Duke Energy
received 3,916,547 Class B Limited Partnership Units ("Class B Units"). The
Class B Units are substantially identical to the 29,000,000 Limited Partner
Units, but they are not listed on the New York Stock Exchange. The Class B Units
will be convertible into Limited Partner Units upon approval by the Limited
Partner Unitholders. The Company intends to seek approval for conversion,
however, if conversion is not approved before March 2000, the holder of the
Class B Units will have the right to sell them to the Partnership at 95.5% of
the market price of the Limited Partner Units at the time of sale. As a result
of such option, the Class B Units were not included in partners' capital at
March 31, 1999. Collectively, the Limited Partner Units and Class B Units are
referred to as "Units." The transaction was accounted for under the purchase
method of accounting. Accordingly, the results of the acquisition are included
in the consolidated statements of income for the period subsequent to November
1, 1998.

NOTE 4.  INVESTMENTS

SHORT-TERM INVESTMENTS

         The Partnership routinely invests cash in liquid short-term investments
as part of its cash management program. Investments with maturities at date of
purchase of 90 days or less are considered cash equivalents. At March 31, 1999,
short-term investments included $3.3 million of investment-grade corporate
notes, which mature within one year. Such investments at March 31, 1999 included
a $0.9 million investment in Duke Power Company corporate notes. All short-term
investments are classified as held-to-maturity securities and are stated at
amortized cost. The aggregate fair value of such securities approximates
amortized cost at March 31, 1999.


                                       6
<PAGE>   7

                              TEPPCO PARTNERS, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


LONG-TERM INVESTMENTS

         At March 31, 1999, the Partnership had $4.7 million invested in
investment-grade corporate notes, which have varying maturities through 2004.
These securities are classified as held-to-maturity securities and are stated at
amortized cost. The aggregate fair value of such securities approximates
amortized cost at March 31, 1999.

NOTE 5.  INVENTORIES

         Inventories are carried at the lower of cost (based on weighted average
cost method) or market. The major components of inventories were as follows (in
thousands):

<TABLE>
<CAPTION>
                                 MARCH 31,   DECEMBER 31,
                                   1999          1998
                                 ---------   ------------
<S>                              <C>          <C>     
   Gasolines .................   $ 3,901       $ 4,224 
   Propane ...................       881         1,503 
   Butanes ...................     1,573         1,654 
   MTBE ......................       596           641 
   Crude oil .................     7,837         5,517 
   Other products ............     3,612         3,229 
   Materials and supplies ....     3,611         3,666 
                                 -------       ------- 
        Total ................   $22,011       $20,434 
                                 =======       ======= 
</TABLE>
                                              

         The costs of inventories were lower than market at March 31, 1999, and
December 31, 1998.

NOTE 6.  LONG TERM DEBT

SENIOR NOTES

         On January 27, 1998, the Products OLP completed the issuance of $180
million principal amount of 6.45% Senior Notes due 2008, and $210 million
principal amount of 7.51% Senior Notes due 2028 (collectively the "Senior
Notes"). The 6.45% Senior Notes due 2008 are not subject to redemption prior to
January 15, 2008. The 7.51% Senior Notes due 2028 may be redeemed at any time
after January 15, 2008, at the option of the Products OLP, in whole or in part,
at a premium. Net proceeds from the issuance of the Senior Notes totaled
approximately $386 million and was used to repay in full the $61.0 million
principal amount of the 9.60% Series A First Mortgage Notes, due 2000, and the
$265.5 million principal amount 10.20% Series B First Mortgage Notes, due 2010.
The premium for the early redemption of the First Mortgage Notes totaled $70.1
million. The Partnership recorded an extraordinary charge of $73.5 million
during the first quarter of 1998 (including $0.7 million allocated to minority
interest), which represents the redemption premium of $70.1 million and
unamortized debt issue costs related to the First Mortgage Notes of $3.4
million.

         The Senior Notes do not have sinking fund requirements. Interest on the
Senior Notes is payable semiannually in arrears on January 15 and July 15 of
each year, commencing July 15, 1998. The Senior Notes are unsecured obligations
of the Products OLP and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Products OLP. The indenture governing the
Senior Notes contains covenants, including, but not limited to, covenants
limiting (i) the creation of liens securing indebtedness and (ii) sale and
leaseback transactions. However, the indenture does not limit the Partnership's
ability to incur additional indebtedness.


                                       7
<PAGE>   8

                              TEPPCO PARTNERS, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


OTHER LONG TERM DEBT

         In connection with the purchase of the fractionation assets from DEFS
as of March 31, 1998, TEPPCO Colorado received a $38 million bank loan from
SunTrust Bank. Proceeds from the loan were received on April 21, 1998. TEPPCO
Colorado paid interest to DEFS at a per annum rate of 5.75% on the amount of the
total purchase price outstanding for the period from March 31, 1998 until April
21, 1998. The SunTrust loan bears interest at a rate of 6.53%, which is payable
quarterly beginning in July 1998. The principal balance of the loan is payable
in full on April 21, 2001. The Products OLP is guarantor on the loan.

WORKING CAPITAL FACILITIES

         In connection with the purchase of the DETTCO assets by TCO, the Crude
Oil OLP entered into a $30 million Revolving Credit Agreement ("Revolver") with
Duke Capital Corporation ("Duke Capital"), a wholly owned subsidiary of Duke
Energy. The Revolver, dated November 30, 1998, has a six-month term and bears
interest at the one month LIBOR rate plus 0.50%. The Revolver also has a
commitment fee of $45,000 per annum.

         The outstanding principal balance of the Revolver is payable in full at
the end of its term. The Revolver is to be used by the Crude Oil OLP and its
subsidiaries for working capital and general business needs.
At March 31, 1999, there was no outstanding balance under the Revolver.

         In connection with the purchase of the DETTCO assets by TCO, Duke
Capital also agreed to guarantee the payment by TCO and its subsidiaries under
certain commercial contracts between TCO and its subsidiaries and third parties.
Duke Capital will provide up to $100 million of guarantee credit to TCO and its
subsidiaries for a period of three years from November 30, 1998. Pursuant to
this agreement, the Partnership has agreed to pay Duke Capital $100,000 per
year.

NOTE 7.  CASH DISTRIBUTIONS

         The Partnership makes quarterly cash distributions of all of its
Available Cash, generally defined as consolidated cash receipts less
consolidated cash disbursements and cash reserves established by the general
partner in its sole discretion.

         On February 5, 1999, the Partnership paid a cash distribution of $0.45
per Limited Partner Unit and Class B Unit for the quarter ended December 31,
1998. The Class B Unit distribution was prorated for the 61 day period from
issuance on November 1, 1998. Additionally, on April 16, 1999, the Partnership
declared a cash distribution of $0.45 per Limited Partner Unit and Class B Unit
for the quarter ended March 31, 1999. The distribution will be paid on May 7,
1999, to Unitholders of record on April 30, 1999.

         The Company receives incremental incentive distributions of 15%, 25%
and 50% of the amount by which quarterly distributions of Available Cash exceed
$0.275, $0.325 and $0.45 per Limited Partner Unit and Class B Unit,
respectively. During the three months ended March 31, 1999 and 1998, incentive
distributions paid to the Company totaled $1.5 million and $1.1 million,
respectively.


                                       8
<PAGE>   9

                              TEPPCO PARTNERS, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


NOTE 8. SEGMENT DATA

         The Partnership operates in two industry segments: refined products and
LPGs transportation, which operates through the Products OLP; and crude oil and
NGLs transportation and marketing, which operates through the Crude Oil OLP.


         Operations of the Products OLP consist of interstate transportation,
storage and terminaling of petroleum products; short-haul shuttle transportation
of LPGs at the Mont Belvieu, Texas complex; sale of product inventory;
fractionation of natural gas liquids and other ancillary services. The Products
OLP is one of the largest pipeline common carriers of refined petroleum products
and LPGs in the United States. The Partnership owns and operates an approximate
4,300-mile pipeline system extending from southeast Texas through the central
and midwestern United States to the northeastern United States.

         The Crude Oil OLP gathers, stores, transports and markets crude oil,
principally in Oklahoma and Texas; operates two trunkline NGL pipelines in South
Texas; and distributes lube oil to industrial and commercial accounts. The Crude
Oil OLP's gathering, transportation and storage assets include approximately
2,200 miles of pipeline and 1.3 million barrels of storage. The crude oil and
NGLs transportation and marketing segment was added with the acquisition from
DETTCO effective November 1, 1998.

         The below table includes interim financial information by business
segment as of and for the quarter ended March 31, 1999. Comparative data has not
been included as the Partnership operated as one business segment prior to
November 1, 1998.

<TABLE>
<CAPTION>
                                                 PRODUCTS    CRUDE OIL   
                                                   OLP          OLP      CONSOLIDATED
(in thousands):                                 ---------    ---------   ------------
<S>                                             <C>          <C>          <C>      
Unaffiliated revenues .......................   $  61,150    $ 224,940    $ 286,090
Operating expenses, including power .........      26,189      221,293      247,482
Depreciation and amortization expense .......       6,763        1,376        8,139
                                                ---------    ---------    ---------
      Operating income ......................      28,198        2,271       30,469
Interest expense ............................      (7,536)          (6)      (7,542)
Other income, net ...........................         329          116          445
                                                ---------    ---------    ---------
      Net income ............................      20,991        2,381       23,372
                                                =========    =========    =========

Identifiable assets .........................   $ 690,819    $ 187,616    $ 878,435

Accounts receivable, trade ..................      18,686       70,787       89,473

Accounts payable and accrued liabilities ....   $   5,702    $  76,750    $  82,452
</TABLE>

NOTE 9.  COMMITMENTS AND CONTINGENCIES

         The Partnership is involved in various claims and legal proceedings
incidental to its business. In the opinion of management, these claims and legal
proceedings will not have a material adverse effect on the Partnership's
consolidated financial position or results of operations.

         The operations of the Partnership are subject to federal, state and
local laws and regulations relating to protection of the environment. Although
the Partnership believes the operations of the pipeline system are in material
compliance with applicable environmental regulations, risks of significant costs
and liabilities are inherent in pipeline operations, and there can be no
assurance that significant costs and liabilities will not be incurred. Moreover,
it is possible that other developments, such as increasingly strict
environmental laws and regulations and enforcement policies thereunder, and
claims for damages to property or persons resulting from the operations of the
pipeline system, could result in substantial costs and liabilities to the
Partnership. The Partnership does not anticipate that changes in environmental
laws and regulations will have a material adverse effect on its financial
position, operations or cash flows in the near term.


                                       9
<PAGE>   10

                              TEPPCO PARTNERS, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


         The Partnership and the Indiana Department of Environmental Management
("IDEM") have entered into an Agreed Order that will ultimately result in a
remediation program for any on-site and off-site groundwater contamination
attributable to the Partnership's operations at the Seymour, Indiana, terminal.
A Feasibility Study, which includes the Partnership's proposed remediation
program, has been approved by IDEM. IDEM will issue a Record of Decision
formally approving the remediation program. After the Record of Decision has
been issued, the Partnership will enter into an Agreed Order for the continued
operation and maintenance of the program. The Partnership estimates that the
costs of the remediation program being proposed by the Partnership for the
Seymour terminal will not exceed the amount accrued therefore (approximately
$0.7 million at March 31, 1999). In the opinion of the Company, the completion
of the remediation program being proposed by the Partnership, if such program is
approved by IDEM, will not have a material adverse impact on the Partnership's
financial condition, results of operations or liquidity.

         In 1997, the Company initiated a program to prepare the Partnership's
process controls and business computer systems for the "Year 2000" issue.
Process controls are the automated equipment including hardware and software
systems which run operational activities. Business computer systems are the
computer hardware and software used by the Partnership. The Partnership is
utilizing both internal and external resources to identify, test, remediate or
replace all critical known or discovered non-compliant computerized systems and
applications. The Company continues to evaluate appropriate courses of
corrective action, including replacement of certain systems whose associated
costs would be recorded as assets and amortized. The Partnership has incurred
approximately $1.8 million of costs related to the Year 2000 issue. The Company
estimates the remaining amounts required to address the Year 2000 issue will be
as much as approximately $4.5 million. A portion of such costs would have been
incurred as part of normal system and application upgrades. In certain cases,
the timing of expenditures has been accelerated due to the Year 2000 issue.
Although the Company believes this estimate to be reasonable, due to the
complexities of the Year 2000 issue, there can be no assurance that the actual
costs related to the Year 2000 issue will not be significantly greater.

         The Partnership has adopted a three-phase Year 2000 program consisting
of: Phase I - Preliminary Assessment; Phase II - Detailed Assessment and
Remediation Planning; and Phase III - Remediation Activities and Testing. The
Products OLP has completed Phase I; Phase II is 94% complete; and Phase III is
63% complete. The Crude Oil OLP has completed 88% of Phase I; Phase II is 69%
complete; and Phase III is 20% complete. Remediation Activities and Testing of
all process controls and business computer systems are scheduled to be completed
before the end of the fourth quarter of 1999.

         With respect to its third-party relationships, the Partnership has
contacted its primary vendors, suppliers and service providers to assess their
software and hardware products previously sold to the Partnership and other
aspects of their state of Year 2000 readiness. Information continues to be
updated regularly, thus the Partnership anticipates receiving additional
information in the near future that will assist in determining the extent to
which the Partnership may be vulnerable to those third parties' failure to
identify and remediate their Year 2000 issues. However, there can be no
assurance that the systems or products of other companies, on which the
Partnership's systems rely, will be timely converted, or converted in a manner
that is compatible with the Partnership's systems, or that any such failures by
other companies would not have a material adverse effect on the Partnership.

         Despite the Partnership's determined efforts to address and remediate
its Year 2000 issue, there can be no assurance that all process controls and
business computer systems will continue without interruption through January 1,
2000 and beyond. The complexity of identifying and testing all embedded
microprocessors that are installed in hardware throughout the products pipeline
system and crude oil system used for process or flow control, transportation,
security, communication and other systems may result in unforeseen operational
system shutdowns. Although the amount of potential liability and lost revenue
cannot be estimated, failures that result in substantial


                                       10
<PAGE>   11

                              TEPPCO PARTNERS, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


disruptions of business activities could have a material adverse effect on the
Partnership. In order to mitigate potential disruptions, the Partnership will
prepare contingency plans for its critical systems, processes and external
relationships by the end of the fourth quarter of 1999.

         In February 1999, the Partnership announced plans to construct three
new pipelines between the Partnership's terminal in Mont Belvieu, Texas and Port
Arthur, Texas. The project includes three 12-inch diameter common-carrier
pipelines and associated facilities. Each pipeline will be approximately 70
miles in length. Upon completion, the new pipelines will transport ethylene,
propylene and natural gasoline. The anticipated completion date is the fourth
quarter of 2000. The Partnership has entered into an agreement for turnkey
construction of the pipelines and related facilities and has separately entered
into agreements for guaranteed throughput commitments. The cost of this project
is expected to total approximately $74 million. Approximately $7.1 million of
spending was included in capital expenditures during the first quarter of 1999,
with a total of approximately $44 million expected to be incurred in 1999, and
the remainder in 2000. The Partnership expects to obtain external financing
during the second quarter of 1999 for this project.

         Substantially all of the petroleum products transported and stored by
the Partnership are owned by the Partnership's customers. At March 31, 1999, the
Partnership had approximately 11.6 million barrels of products in its custody
owned by customers. The Partnership is obligated for the transportation, storage
and delivery of such products on behalf of its customers. The Partnership
maintains insurance adequate to cover product losses through circumstances
beyond its control.


                                       11
<PAGE>   12



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

GENERAL

         The following information is provided to facilitate increased
understanding of the 1999 and 1998 interim consolidated financial statements and
accompanying notes presented in Item 1. Material period-to-period variances in
the consolidated statements of income are discussed under "Results of
Operations." The "Financial Condition and Liquidity" section analyzes cash flows
and financial position. Discussion included in "Other Matters" addresses key
trends, future plans and contingencies. Throughout these discussions, management
addresses items that are reasonably likely to materially affect future liquidity
or earnings.

         Through its ownership of the Products OLP and the Crude Oil OLP, the
Partnership operates in two industry segments - refined products and LPGs
transportation; and crude oil and NGLs transportation and marketing. The
Partnership's reportable segments offer different products and services and are
managed separately because each requires different business strategies.

         The Products OLP segment is involved in the transportation, storage and
terminaling of petroleum products and the fractionation of NGLs. Revenues are
derived from the transportation of refined products and LPGs, the storage and
short-haul shuttle transportation of LPGs at the Mont Belvieu, Texas, complex,
sale of product inventory and other ancillary services. Labor and electric power
costs comprise the two largest operating expense items of the Products OLP.
Operations are somewhat seasonal with higher revenues generally realized during
the first and fourth quarters of each year. Refined products volumes are
generally higher during the second and third quarters because of greater demand
for gasolines during the spring and summer driving seasons. LPGs volumes are
generally higher from November through March due to higher demand in the
Northeast for propane, a major fuel for residential heating.

         The Crude Oil OLP segment is involved in the transportation and
marketing of crude oil and NGLs. Revenues are earned from the gathering,
storage, transportation and marketing of crude oil, NGLs and lube oils
principally in Oklahoma and Texas. Operations of this segment are included from
November 1, 1998, upon the acquisition from Duke Energy.

RESULTS OF OPERATIONS

     Summarized below is financial data by business segment (in thousands):

<TABLE>
<CAPTION>
                                                         QUARTER ENDED MARCH 31,
                                                         -----------------------
                                                             1999       1998
                                                           --------   --------
<S>                                                        <C>        <C>     
Operating revenues:
    Refined Products and LPGs Transportation ...........   $ 61,150   $ 50,205
    Crude Oil and NGLs Transportation and Marketing ....    224,940         --
                                                           --------   --------
       Total operating revenues ........................    286,090     50,205
                                                           --------   --------
Operating income:
   Refined Products and LPGs Transportation ............     28,198     19,514
   Crude Oil and NGLs Transportation and Marketing .....      2,271         --
                                                           --------   --------
       Total operating income ..........................     30,469     19,514
                                                           --------   --------
Income before extraordinary item:
    Refined Products and LPGs Transportation ...........     20,991     13,155
    Crude Oil and NGLs Transportation and Marketing ....      2,381         --
                                                           --------   --------
      Total income before extraordinary item ...........   $ 23,372   $ 13,155
                                                           --------   --------
</TABLE>



                                       12
<PAGE>   13



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

RESULTS OF OPERATIONS - (CONTINUED)


         For the quarter ended March 31, 1999, the Partnership reported net
income of $23.4 million, compared with income before an extraordinary loss of
$13.2 million for the first quarter of 1998. The extraordinary loss in 1998
resulted from a $72.8 million charge for early extinguishment of debt, net of
$0.7 million allocated to minority interest. The $10.2 million increase in
income before the loss on debt extinguishment resulted primarily from a $10.9
million increase in operating revenues of the refined products and LPGs
transportation segment and $8.2 million of margin contributed by the crude oil
and NGLs transportation and marketing segment. These increases were partially
offset by a $5.4 million increase in operating, general and administrative
expenses, a $0.7 million increase in operating fuel and power expense, and a
$2.1 million increase in depreciation expense. See discussion below of factors
affecting net income for the comparative periods by business segment.

REFINED PRODUCTS AND LPGS TRANSPORTATION SEGMENT

   Volume and average tariff information for 1999 and 1998 is presented below:

<TABLE>
<CAPTION>
                                                  QUARTER ENDED    
                                                    MARCH 31,      PERCENTAGE
                                                -----------------   INCREASE
                                                  1999     1998    (DECREASE)
                                                -------   -------  ---------
<S>                                             <C>       <C>      <C>
VOLUMES DELIVERED
(in thousands of barrels)
    Refined products .....................       28,155    24,511        15%
    LPGs .................................       13,172    10,151        30%
    Mont Belvieu operations ..............        6,885     5,944        16%
                                                -------   -------   -------
      Total ..............................       48,212    40,606        19%
                                                =======   =======   =======
AVERAGE TARIFF PER BARREL
   Refined products ......................      $  0.91   $  0.92        (1%)
   LPGs ..................................         2.02      2.15        (6%)
   Mont Belvieu operations ...............         0.16      0.16        --
      Average system tariff per barrel ...      $  1.11   $  1.11        --
                                                =======   =======   =======
</TABLE>

         Refined products transportation revenues increased $3.1 million for the
quarter ended March 31, 1999, compared with the prior-year quarter, as a result
of favorable differentials caused by reduced refinery production during
maintenance turnarounds at Midwest area refineries and continued strong demand
due to economic growth. Additionally, jet fuel deliveries increased as a result
of new military supply agreements that became effective in the fourth quarter of
1998. These increases were partially offset by decreased feed stock and blend
stock deliveries in the Midwest as a result of the lower refinery production in
the region.

         LPGs transportation revenues increased $4.8 million for the quarter
ended March 31, 1999, compared with the first quarter of 1998, due to a $5.3
million increase in propane revenue, partially offset by a $0.5 million decrease
in butane revenue. Increased propane revenue resulted primarily from increased
weather-related demand in the Midwest and Northeast, coupled with lower amounts
of competing local supply. Additionally, short-haul propane transportation
deliveries on the Texas Gulf Coast increased as a result of an extended
turnaround at a petrochemical facility served by the Partnership during the
first quarter of 1998. These short-haul propane deliveries resulted in the 6%
decrease in the LPGs transportation average tariff per barrel. Butane revenues
decreased during the first quarter of 1999, compared with the prior year first
quarter, as a result of lower gasoline blending demand and unfavorable economics
versus competing Canadian supply.

         Other operating revenues increased $2.8 million during the quarter
ended March 31, 1999, as compared to the same period in 1998, due primarily to
$1.8 million of revenue recognized related to the fractionation assets



                                       13
<PAGE>   14

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

RESULTS OF OPERATIONS - (CONTINUED)


acquired effective March 31, 1998, higher propane imports received at the
Partnership's marine import facility at Providence, Rhode Island, and increased
refined products terminaling and storage revenues.

         Costs and expenses increased $2.3 million for the quarter ended March
31, 1999, compared with the first quarter of 1998, due primarily to a $1.3
million increase in operating, general and administrative expenses, a $0.7
million increase in depreciation and amortization expense, and a $0.4 million
through-put related increase in operating fuel and power expense. The increase
in operating, general and administrative expenses was primarily due to a $0.5
million increase in expenses associated with Year 2000 activities, a $0.4
million increase in rental fees from higher volume through the connection from
Colonial Pipeline at Beaumont, Texas, increased pipeline maintenance activity
and $0.2 million of expense related to the fractionator facilities acquired on
March 31, 1998. These increases in operating, general and administrative
expenses were partially offset by lower insurance expenses during the first
quarter of 1999. Depreciation and amortization expense increased as a result of
amortization of the value assigned to the Fractionation Agreement beginning on
March 31, 1998, and capital additions placed in service.

         Interest expense increased $0.4 million during the first quarter of
1999, compared with the first quarter of 1998, due to interest expense on the
$38.0 million term-loan used to finance the purchase of the fractionation assets
on March 31, 1998, partially offset by lower interest expense resulting from the
refinancing of the First Mortgage Notes with the Senior Notes, which occurred on
January 27, 1998.

         Other income - net decreased during the first quarter of 1999, compared
with the prior year, as a result of lower interest income earned on cash
investments in 1999.

CRUDE OIL AND NGLS TRANSPORTATION AND MARKETING SEGMENT

         Margin and volume information for the three months ended March 31, 1999
is presented below:

<TABLE>
<S>                                     <C>          <C> 
Margins (dollars in thousands):
   Crude oil transportation .........   $    3,803           46%
   Crude oil marketing ..............        2,491           30%
   NGL transportation ...............        1,406           17%
   LSI ..............................          543            7%
                                        ----------   ----------
        Total margin ................   $    8,243          100%
                                        ==========   ==========

Barrels per day:
   Crude oil transportation .........       88,396
   Crude oil marketing ..............      235,478
   NGL transportation ...............       10,814

LSI volume (total gallons): .........    1,950,234

Margin per barrel:
   Crude oil transportation .........   $    0.478
   Crude oil marketing ..............   $    0.118
   NGL transportation ...............   $    1.444

LSI margin (per gallon): ............   $    0.279
</TABLE>


                                       14
<PAGE>   15

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

RESULTS OF OPERATIONS - (CONTINUED)

         The crude oil and NGLs transportation and marketing segment was added
to the Partnership's operations with the acquisition of the DETTCO assets
effective November 1, 1998. The acquisition was accounted for as a purchase for
accounting purposes. Net income contributed by the crude oil transportation and
marketing segment totaled $2.4 million for the quarter ended March 31, 1999.

         Margin is a more meaningful measure of financial performance than
operating revenues and operating expenses due to the significant fluctuations in
revenues and expense caused by the level of marketing activity. Margin is
calculated as revenues generated from crude oil and lube oil sales and crude oil
and NGLs transportation less the cost of crude oil and lube oil purchases.
During the three months ended March 31, 1999, crude oil transportation and NGL
transportation contributed 46% and 17% of the margin, respectively, while crude
oil marketing operations accounted for 30% of the margin. Operations of LSI
contributed $0.5 million, or 7%, of the margin for the three month period ended
March 31, 1999.

         Operating, general and administrative expenses, including operating
fuel and power, of the crude oil and NGLs transportation and marketing segment
totaled $4.4 million, or 54% of the margin. Depreciation and amortization
expenses and taxes - other than income totaled $1.5 million, or 19% of the
margin.

FINANCIAL CONDITION AND LIQUIDITY

         Net cash from operations for the quarter ended March 31, 1999, totaled
$10.8 million, comprised of $31.5 million of income before charges for
depreciation and amortization, partially offset by $20.7 million used for
working capital changes. This compares with cash flows from operations of $14.0
million for the first quarter of 1998, which was comprised of $19.2 million of
income before charges for the extraordinary loss on early extinguishment of debt
and for depreciation and amortization, partially offset by $5.2 million used for
working capital changes. The increase in cash used for working capital changes
during the first quarter of 1999, as compared with the first quarter of 1998,
resulted primarily from timing of payments related to crude oil marketing
activity. Net cash from operations for the quarter ended March 31, 1999 included
interest payments related to the Senior Notes and the term loan of $14.3
million. Net cash from operations for the quarter ended March 31, 1998 included
interest payments related to the First Mortgage Notes of $12.8 million in
connection with repayment of the outstanding balance of the First Mortgage
Notes.

         Cash flows used in investing activities during the first quarter of
1999 included $11.9 million of capital expenditures, $2.3 million for the
purchase of a 125-mile crude oil system in Southeast Texas, and $1.2 million of
additional cash investments. These decreases of cash were partially offset by
$3.0 million of proceeds from maturities of cash investments. Cash flows used in
investing activities during the first quarter of 1998 included $4.9 million of
capital expenditures and $2.0 million as the initial cash payment of the
purchase price of the fractionation assets and related intangible assets.

         In February 1999, the Partnership announced plans to construct three
new pipelines between the Partnership's terminal in Mont Belvieu, Texas and Port
Arthur, Texas. The project includes three 12-inch diameter common-carrier
pipelines and associated facilities. Each pipeline will be approximately 70
miles in length. Upon completion, the new pipelines will transport ethylene,
propylene and natural gasoline. The anticipated completion date is the fourth
quarter of 2000. The Partnership has entered into an agreement for turnkey
construction of the pipelines and related facilities and has separately entered
into agreements for guaranteed throughput commitments. The cost of this project
is expected to total approximately $74 million. Approximately $7.1 million of
spending was included in capital expenditures during the first quarter of 1999,
with a total of approximately $44 million expected to be incurred in 1999, and
the remainder in 2000. The Partnership expects to obtain external financing
during the second quarter of 1999 for this project.


                                       15
<PAGE>   16



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

FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)

         Exclusive of the pipeline construction between Mont Belvieu and Port
Arthur, the Partnership estimates that capital expenditures for 1999 will total
approximately $37 million. Approximately $21 million is expected to be used for
the Products OLP and $16 million is expected to be used for the Crude Oil OLP.
Substantially all expenditures related to the Products OLP are expected to be
used for life-cycle replacements and to upgrade current facilities.
Approximately $10 million of planned expenditures of the Crude Oil OLP are
expected to be used in revenue-generating and cost-reduction projects, with the
remainder to be used to maintain existing operations. The Partnership revises
capital spending estimates periodically in response to changes in cash flows and
operations.

         On January 27, 1998, the Products OLP completed the issuance of $180
million principal amount of 6.45% Senior Notes due 2008, and $210 million
principal amount of 7.51% Senior Notes due 2028 (collectively the "Senior
Notes"). The 6.45% Senior Notes due 2008 are not subject to redemption prior to
January 15, 2008. The 7.51% Senior Notes due 2028 may be redeemed at any time
after January 15, 2008, at the option of the Products OLP, in whole or in part,
at a premium. Net proceeds from the issuance of the Senior Notes totaled
approximately $386 million and was used to repay in full the $61.0 million
principal amount of the 9.60% Series A First Mortgage Notes, due 2000, and the
$265.5 million principal amount of the 10.20% Series B First Mortgage Notes, due
2010. The premium for the early redemption of the First Mortgage Notes totaled
$70.1 million. The repayment of the First Mortgage Notes and the issuance of the
Senior Notes reduced the level of cash required for debt service until 2008. The
Partnership recorded an extraordinary charge of $73.5 million during the first
quarter of 1998 (including $0.7 million allocated to minority interest), which
represents the redemption premium of $70.1 million and unamortized debt issue
costs related to the First Mortgage Notes of $3.4 million.

         The Senior Notes do not have sinking fund requirements. Interest on the
Senior Notes is payable semiannually in arrears on January 15 and July 15 of
each year, commencing July 15, 1998. The Senior Notes are unsecured obligations
of the Products OLP and rank on a parity with all other unsecured and
unsubordinated indebtedness of the Products OLP. The indenture governing the
Senior Notes contains covenants, including, but not limited to, covenants
limiting (i) the creation of liens securing indebtedness and (ii) sale and
leaseback transactions. However, the indenture does not limit the Partnership's
ability to incur additional indebtedness.

         In connection with the purchase of the fractionation assets from DEFS
as of March 31, 1998, TEPPCO Colorado received a $38 million bank loan from
SunTrust Bank. Proceeds from the loan were received on April 21, 1998, and
therefore were not included on the consolidated statement of cash flows as of
March 31, 1998. The loan bears interest at a rate of 6.53%, which is payable
quarterly beginning in July 1998. The principal balance of the loan is payable
in full on April 21, 2001. The Products OLP is guarantor on the loan. TEPPCO
Colorado paid interest to DEFS at a per annum rate of 5.75% on the amount of the
total purchase price outstanding for the period from March 31, 1998 until April
21, 1998.

         The Partnership paid the fourth quarter 1998 cash distribution of $16.0
million ($0.45 per Limited Partner Unit and Class B Unit) on February 5, 1999.
The Class B Unit distribution was prorated for the 61 day period from issuance
on November 1, 1998. Additionally, on April 16, 1999, the Partnership declared a
cash distribution of $0.45 per Limited Partner Unit and Class B Unit for the
three months ended March 31, 1999. The distribution will be paid on May 7, 1999
to Unitholders of record on April 30, 1999.

OTHER MATTERS

         The operations of the Partnership are subject to federal, state and
local laws and regulations relating to protection of the environment. Although
the Partnership believes the operations of the Pipeline System are in material
compliance with applicable environmental regulations, risks of significant costs
and liabilities are inherent in pipeline operations, and there can be no
assurance that significant costs and liabilities will not be incurred.
Moreover,it is possible that other developments, such as increasingly strict
environmental laws and regulations and


                                       16
<PAGE>   17


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

OTHER MATTERS - (CONTINUED)

enforcement policies thereunder, and claims for damages to property or persons
resulting from the operations of the Pipeline System, could result in
substantial costs and liabilities to the Partnership. The Partnership does not
anticipate that changes in environmental laws and regulations will have a
material adverse effect on it financial position, operations or cash flows in
the near term.

         The Partnership and the Indiana Department of Environmental Management
("IDEM") have entered into an Agreed Order that will ultimately result in a
remediation program for any on-site and off-site groundwater contamination
attributable to the Partnership's operations at the Seymour, Indiana, terminal.
A Feasibility Study, which includes the Partnership's proposed remediation
program, has been approved by IDEM. IDEM will issue a Record of Decision
formally approving the remediation program. After the Record of Decision has
been issued, the Partnership will enter into an Agreed Order for the continued
operation and maintenance of the program. The Partnership estimates that the
costs of the remediation program being proposed by the Partnership for the
Seymour terminal will not exceed the amount accrued therefore (approximately
$0.7 million at March 31, 1999). In the opinion of the Company, the completion
of the remediation program being proposed by the Partnership, if such program is
approved by IDEM, will not have a material adverse impact on the Partnership's
financial condition, results of operations or liquidity.

         In 1997, the Company initiated a program to prepare the Partnership's
process controls and business computer systems for the "Year 2000" issue.
Process controls are the automated equipment including hardware and software
systems which run operational activities. Business computer systems are the
computer hardware and software used by the Partnership. The Partnership is
utilizing both internal and external resources to identify, test, remediate or
replace all critical known or discovered non-compliant computerized systems and
applications. The Company continues to evaluate appropriate courses of
corrective action, including replacement of certain systems whose associated
costs would be recorded as assets and amortized. The Partnership has incurred
approximately $1.8 million of costs related to the Year 2000 issue. The Company
estimates the remaining amounts required to address the Year 2000 issue will be
as much as approximately $4.5 million. A portion of such costs would have been
incurred as part of normal system and application upgrades. In certain cases,
the timing of expenditures has been accelerated due to the Year 2000 issue.
Although the Company believes this estimate to be reasonable, due to the
complexities of the Year 2000 issue, there can be no assurance that the actual
costs related to the Year 2000 issue will not be significantly greater.

         The Partnership has adopted a three-phase Year 2000 program consisting
of: Phase I - Preliminary Assessment; Phase II - Detailed Assessment and
Remediation Planning; and Phase III - Remediation Activities and Testing. The
Products OLP has completed Phase I; Phase II is 94% complete; and Phase III is
63% complete. The Crude Oil OLP has completed 88% of Phase I; Phase II is 69%
complete; and Phase III is 20% complete. Remediation Activities and Testing of
all process controls and business computer systems are scheduled to be completed
before the end of the fourth quarter of 1999.

         With respect to its third-party relationships, the Partnership has
contacted its primary vendors, suppliers and service providers to assess their
software and hardware products previously sold to the Partnership and other
aspects of their state of Year 2000 readiness. Information continues to be
updated regularly, thus the Partnership anticipates receiving additional
information in the near future that will assist in determining the extent to
which the Partnership may be vulnerable to those third parties' failure to
identify and remediate their Year 2000 issues. However, there can be no
assurance that the systems or products of other companies, on which the
Partnership's systems rely, will be timely converted, or converted in a manner
that is compatible with the Partnership's systems, or that any such failures by
other companies would not have a material adverse effect on the Partnership.

         Despite the Partnership's determined efforts to address and remediate
its Year 2000 issue, there can be no assurance that all process controls and
business computer systems will continue without interruption through


                                       17
<PAGE>   18


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

OTHER MATTERS - (CONTINUED)


January 1, 2000 and beyond. The complexity of identifying and testing all
embedded microprocessors that are installed in hardware throughout the products
pipeline system and crude oil system used for process or flow control,
transportation, security, communication and other systems may result in
unforeseen operational system shutdowns. Although the amount of potential
liability and lost revenue cannot be estimated, failures that result in
substantial disruptions of business activities could have a material adverse
effect on the Partnership. In order to mitigate potential disruptions, the
Partnership will prepare contingency plans for its critical systems, processes
and external relationships by the end of the fourth quarter of 1999.

         The matters discussed herein include "forward-looking statements"
within the meaning of various provisions of the Securities Act of 1933 and the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included in this document that address activities, events or
developments that the Partnership expects or anticipates will or may occur in
the future, including such things as estimated future capital expenditures
(including the amount and nature thereof), business strategy and measures to
implement strategy, competitive strengths, goals, expansion and growth of the
Partnership's business and operations, plans, references to future success,
references to intentions as to future matters and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Partnership in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate under the
circumstances. However, whether actual results and developments will conform
with the Partnership's expectations and predictions is subject to a number of
risks and uncertainties, including general economic, market or business
conditions, the opportunities (or lack thereof) that may be presented to and
pursued by the Partnership, competitive actions by other pipeline companies,
changes in laws or regulations, and other factors, many of which are beyond the
control of the Partnership. Consequently, all of the forward-looking statements
made in this document are qualified by these cautionary statements and there can
be no assurance that actual results or developments anticipated by the
Partnership will be realized or, even if substantially realized, that they will
have the expected consequences to or effect on the Partnership or its business
or operations. For additional discussion of such risks and uncertainties, see
TEPPCO Partners, L.P.'s 1998 Annual Report on Form 10-K.


                                       18
<PAGE>   19



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Partnership may be exposed to market risk through changes in
commodity prices and interest rates as discussed below. The Partnership has no
foreign exchange risks.

         The Partnership mitigates exposure to commodity price fluctuations by
maintaining a balanced position between crude oil purchases and sales. As a
hedging strategy to manage crude oil price fluctuations, the Partnership
occasionally enters into futures contracts on the New York Mercantile Exchange,
and makes limited use of other derivative instruments. It is the Partnership's
policy not to acquire crude oil, futures contracts or other derivative products
for the purpose of speculating on price changes. Market risks associated with
commodity derivatives were not material at March 31, 1999.

         At March 31, 1999, the Partnership had outstanding $180 million
principal amount of 6.45% Senior Notes due 2008, and $210 million principal
amount of 7.51% Senior Notes due 2028 (collectively the "Senior Notes").
Additionally, the Partnership had a $38 million bank loan outstanding from
SunTrust Bank. The SunTrust loan bears interest at a fixed rate of 6.53% and is
payable in full in April 2001. At March 31, 1999, the estimated fair value of
the Senior Notes and the SunTrust loan was approximately $394.7 million and
$37.8 million, respectively.

         On November 30, 1998, the Crude Oil OLP entered into a $30 million
Revolving Credit Agreement ("Revolver") with Duke Capital Corporation ("Duke
Capital"), a wholly owned subsidiary of Duke Energy. The Revolver has a
six-month term and bears interest at the one month LIBOR rate plus 0.50%. At
March 31, 1999, there was no outstanding balance under the Revolver.


                                       19

<PAGE>   20


                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


     (a)  Exhibits:

<TABLE>
<CAPTION>
        Exhibit
        Number               Description
        -------              -----------
<S>                          <C>
         3.1      Certificate of Limited Partnership of the Partnership (Filed
                  as Exhibit 3.2 to the Registration Statement of TEPPCO
                  Partners, L.P. (Commission File No. 33-32203) and incorporated
                  herein by reference).

         3.2      Certificate of Formation of TEPPCO Colorado, LLC (Filed as
                  Exhibit 3.2 to Form 10-Q of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the quarter ended March 31, 1998 and
                  incorporated herein by reference).

         3.3      Second Amended and Restated Agreement of Limited Partnership
                  of TEPPCO Partners, L.P., dated November 30, 1998 (Filed as
                  Exhibit 3.3 to Form 10-K of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the year ended December 31, 1998 and
                  incorporated herein by reference).

         3.4      Amended and Restated Agreement of Limited Partnership of TE
                  Products Pipeline Company, Limited Partnership, effective July
                  21, 1998 (Filed as Exhibit 3.2 to Form 8-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) dated July 21, 1998 and
                  incorporated herein by reference).

         3.5      Agreement of Limited Partnership of TCTM, L.P., dated November
                  30, 1998 (Filed as Exhibit 3.3 to Form 10-K of TEPPCO
                  Partners, L.P. (Commission File No. 1-10403) for the year
                  ended December 31, 1998 and incorporated herein by reference).

         4.1      Form of Certificate representing Limited Partner Units (Filed
                  as Exhibit 4.1 to the Registration Statement of TEPPCO
                  Partners, L.P. (Commission File No. 33-32203) and incorporated
                  herein by reference).

         4.2      Form of Indenture between TE Products Pipeline Company,
                  Limited Partnership and The Bank of New York, as Trustee,
                  dated as of January 27, 1998 (Filed as Exhibit 4.3 to TE
                  Products Pipeline Company, Limited Partnership's Registration
                  Statement on Form S-3 (Commission File No. 333-38473) and
                  incorporated herein by reference).

         4.3      Form of Certificate representing Class B Units (Filed as
                  Exhibit 3.3 to Form 10-K of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the year ended December 31, 1998 and
                  incorporated herein by reference).

         10.1     Assignment and Assumption Agreement, dated March 24, 1988,
                  between Texas Eastern Transmission Corporation and the Company
                  (Filed as Exhibit 10.8 to the Registration Statement of TEPPCO
                  Partners, L.P. (Commission File No. 33-32203) and incorporated
                  herein by reference).

         10.2     Texas Eastern Products Pipeline Company 1997 Employee
                  Incentive Compensation Plan executed on July 14, 1997 (Filed
                  as Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended September
                  30, 1997 and incorporated herein by reference).

         10.3     Agreement Regarding Environmental Indemnities and Certain
                  Assets (Filed as Exhibit 10.5 to Form 10-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) for the year ended December
                  31, 1990 and incorporated herein by reference).

         10.4     Texas Eastern Products Pipeline Company Management Incentive
                  Compensation Plan executed on January 30, 1992 (Filed as
                  Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the quarter ended March 31, 1992 and
                  incorporated herein by reference).
</TABLE>


                                       20
<PAGE>   21



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

<TABLE>
<S>               <C>
         10.5     Texas Eastern Products Pipeline Company Long-Term Incentive
                  Compensation Plan executed on October 31, 1990 (Filed as
                  Exhibit 10.9 to Form 10-K of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the year ended December 31, 1990 and
                  incorporated herein by reference).

         10.6     Form of Amendment to Texas Eastern Products Pipeline Company
                  Long-Term Incentive Compensation Plan (Filed as Exhibit 10.7
                  to the Partnership's Form 10-K (Commission File No. 1-10403)
                  for the year ended December 31, 1995 and incorporated herein
                  by reference).

         10.7     Employees' Savings Plan of Panhandle Eastern Corporation and
                  Participating Affiliates (Effective January 1, 1991) (Filed as
                  Exhibit 10.10 to the Partnership's Form 10-K (Commission File
                  No. 1-10403) for the year ended December 31, 1990 and
                  incorporated herein by reference).

         10.8     Retirement Income Plan of Panhandle Eastern Corporation and
                  Participating Affiliates (Effective January 1, 1991) (Filed as
                  Exhibit 10.11 to Form 10-K of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the year ended December 31,
                  1990 and incorporated herein by reference).

         10.9     Panhandle Eastern Corporation Key Executive Retirement Benefit
                  Equalization Plan, adopted December 20, 1993; effective
                  January 1, 1994 (Filed as Exhibit 10.12 to Form 10-K of
                  Panhandle Eastern Corporation (Commission File No. 1-8157) for
                  the year ended December 31, 1993 and incorporated herein by
                  reference).

         10.10    Employment Agreement with William L. Thacker, Jr. (Filed as
                  Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the quarter ended September 30, 1992 and
                  incorporated herein by reference).

         10.11    Texas Eastern Products Pipeline Company 1994 Long Term
                  Incentive Plan executed on March 8, 1994 (Filed as Exhibit
                  10.1 to Form 10-Q of TEPPCO Partners, L.P. (Commission File
                  No. 1-10403) for the quarter ended March 31, 1994 and
                  incorporated herein by reference).

         10.12    Panhandle Eastern Corporation Key Executive Deferred
                  Compensation Plan established effective January 1, 1994 (Filed
                  as Exhibit 10.2 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended March 31,
                  1994 and incorporated herein by reference).

         10.13    Asset Purchase Agreement between Duke Energy Field Services,
                  Inc. and TEPPCO Colorado, LLC, dated March 31, 1998 (Filed as
                  Exhibit 10.14 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended March 31,
                  1998 and incorporated herein by reference).

         10.14    Credit Agreement between TEPPCO Colorado, LLC, SunTrust Bank,
                  Atlanta, and Certain Lenders, dated April 21, 1998 (Filed as
                  Exhibit 10.15 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended March 31,
                  1998 and incorporated herein by reference).

         10.15    First Amendment to Credit Agreement between TEPPCO Colorado,
                  LLC, SunTrust Bank, Atlanta, and Certain Lenders, effective
                  June 29, 1998.

         10.16    Contribution Agreement between Duke Energy Transport and
                  Trading Company and TEPPCO Partners, L.P., dated October 15,
                  1998 (Filed as Exhibit 3.3 to Form 10-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) for the year ended December
                  31, 1998 and incorporated herein by reference).

         10.17    Guaranty Agreement by Duke Energy Natural Gas Corporation for
                  the benefit of TEPPCO Partners, L.P., dated November 30, 1998,
                  effective November 1, 1998 (Filed as Exhibit 3.3 to Form 10-K
                  of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the
                  year ended December 31, 1998 and incorporated herein by
                  reference).
</TABLE>


                                       21
<PAGE>   22


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

<TABLE>
<S>               <C>
         10.18    Revolving Credit Agreement between TCTM, L.P. as Borrower and
                  Duke Capital Corporation as Lender, dated November 30, 1998
                  (Filed as Exhibit 3.3 to Form 10-K of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the year ended December 31,
                  1998 and incorporated herein by reference).

         10.19    Letter Agreement regarding Payment Guarantees of Certain
                  Obligations of TCTM, L.P. between Duke Capital Corporation and
                  TCTM, L.P., dated November 30, 1998 (Filed as Exhibit 3.3 to
                  Form 10-K of TEPPCO Partners, L.P. (Commission File No.
                  1-10403) for the year ended December 31, 1998 and incorporated
                  herein by reference).

         10.20    Form of Employment Agreement between the Company and O. Horton
                  Cunningham, Ernest P. Hagan, Thomas R. Harper, David L.
                  Langley, Charles H. Leonard and James C. Ruth, dated December
                  1, 1998 (Filed as Exhibit 3.3 to Form 10-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) for the year ended December
                  31, 1998 and incorporated herein by reference).

         *10.21   Agreement Between Owner and Contractor between TE Products
                  Pipeline Company, Limited Partnership and Eagleton Engineering
                  Company, dated February 4, 1999.

         *10.22   Services and Transportation Agreement between TE Products
                  Pipeline Company, Limited Partnership and Fina Oil and
                  Chemical Company, BASF Corporation and BASF Fina Petrochemical
                  Limited Partnership, dated February 9, 1999.

         *10.23   Call Option Agreement, dated February 9, 1999.

         *10.24   Texas Eastern Products Pipeline Company Retention Incentive 
                  Compensation Plan, effective January 1, 1999.

         22.1     Subsidiaries of the Partnership (Filed as Exhibit 22.1 to the
                  Registration Statement of TEPPCO Partners, L.P. (Commission
                  File No. 33-32203) and incorporated herein by reference).

         *27      Financial Data Schedule as of and for the three months ended
                  March 31, 1999.
-----------------
</TABLE>

          *  Filed herewith.

   (b) Reports on Form 8-K filed during the quarter ended March 31, 1999:  None.


Items 1, 2, 3, 4 and 5 of Part II were not applicable and have been omitted.


                                       22
<PAGE>   23

                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on its behalf by the
undersigned duly authorized officer and principal financial officer.


                                  TEPPCO Partners, L.P.
                                  (Registrant)

                                  By:  Texas Eastern Products Pipeline Company,
                                       General Partner

                                           /s/ CHARLES H. LEONARD
                                  ----------------------------------------------
                                               Charles H. Leonard
                                  Senior Vice President, Chief Financial Officer
                                                  and Treasurer


Date:  May 6, 1999



                                       23
<PAGE>   24

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
        Exhibit
        Number               Description
        -------              -----------
<S>                          <C>
         3.1      Certificate of Limited Partnership of the Partnership (Filed
                  as Exhibit 3.2 to the Registration Statement of TEPPCO
                  Partners, L.P. (Commission File No. 33-32203) and incorporated
                  herein by reference).

         3.2      Certificate of Formation of TEPPCO Colorado, LLC (Filed as
                  Exhibit 3.2 to Form 10-Q of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the quarter ended March 31, 1998 and
                  incorporated herein by reference).

         3.3      Second Amended and Restated Agreement of Limited Partnership
                  of TEPPCO Partners, L.P., dated November 30, 1998 (Filed as
                  Exhibit 3.3 to Form 10-K of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the year ended December 31, 1998 and
                  incorporated herein by reference).

         3.4      Amended and Restated Agreement of Limited Partnership of TE
                  Products Pipeline Company, Limited Partnership, effective July
                  21, 1998 (Filed as Exhibit 3.2 to Form 8-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) dated July 21, 1998 and
                  incorporated herein by reference).

         3.5      Agreement of Limited Partnership of TCTM, L.P., dated November
                  30, 1998 (Filed as Exhibit 3.3 to Form 10-K of TEPPCO
                  Partners, L.P. (Commission File No. 1-10403) for the year
                  ended December 31, 1998 and incorporated herein by reference).

         4.1      Form of Certificate representing Limited Partner Units (Filed
                  as Exhibit 4.1 to the Registration Statement of TEPPCO
                  Partners, L.P. (Commission File No. 33-32203) and incorporated
                  herein by reference).

         4.2      Form of Indenture between TE Products Pipeline Company,
                  Limited Partnership and The Bank of New York, as Trustee,
                  dated as of January 27, 1998 (Filed as Exhibit 4.3 to TE
                  Products Pipeline Company, Limited Partnership's Registration
                  Statement on Form S-3 (Commission File No. 333-38473) and
                  incorporated herein by reference).

         4.3      Form of Certificate representing Class B Units (Filed as
                  Exhibit 3.3 to Form 10-K of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the year ended December 31, 1998 and
                  incorporated herein by reference).

         10.1     Assignment and Assumption Agreement, dated March 24, 1988,
                  between Texas Eastern Transmission Corporation and the Company
                  (Filed as Exhibit 10.8 to the Registration Statement of TEPPCO
                  Partners, L.P. (Commission File No. 33-32203) and incorporated
                  herein by reference).

         10.2     Texas Eastern Products Pipeline Company 1997 Employee
                  Incentive Compensation Plan executed on July 14, 1997 (Filed
                  as Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended September
                  30, 1997 and incorporated herein by reference).

         10.3     Agreement Regarding Environmental Indemnities and Certain
                  Assets (Filed as Exhibit 10.5 to Form 10-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) for the year ended December
                  31, 1990 and incorporated herein by reference).

         10.4     Texas Eastern Products Pipeline Company Management Incentive
                  Compensation Plan executed on January 30, 1992 (Filed as
                  Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the quarter ended March 31, 1992 and
                  incorporated herein by reference).
</TABLE>


<PAGE>   25



<TABLE>
<S>               <C>
         10.5     Texas Eastern Products Pipeline Company Long-Term Incentive
                  Compensation Plan executed on October 31, 1990 (Filed as
                  Exhibit 10.9 to Form 10-K of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the year ended December 31, 1990 and
                  incorporated herein by reference).

         10.6     Form of Amendment to Texas Eastern Products Pipeline Company
                  Long-Term Incentive Compensation Plan (Filed as Exhibit 10.7
                  to the Partnership's Form 10-K (Commission File No. 1-10403)
                  for the year ended December 31, 1995 and incorporated herein
                  by reference).

         10.7     Employees' Savings Plan of Panhandle Eastern Corporation and
                  Participating Affiliates (Effective January 1, 1991) (Filed as
                  Exhibit 10.10 to the Partnership's Form 10-K (Commission File
                  No. 1-10403) for the year ended December 31, 1990 and
                  incorporated herein by reference).

         10.8     Retirement Income Plan of Panhandle Eastern Corporation and
                  Participating Affiliates (Effective January 1, 1991) (Filed as
                  Exhibit 10.11 to Form 10-K of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the year ended December 31,
                  1990 and incorporated herein by reference).

         10.9     Panhandle Eastern Corporation Key Executive Retirement Benefit
                  Equalization Plan, adopted December 20, 1993; effective
                  January 1, 1994 (Filed as Exhibit 10.12 to Form 10-K of
                  Panhandle Eastern Corporation (Commission File No. 1-8157) for
                  the year ended December 31, 1993 and incorporated herein by
                  reference).

         10.10    Employment Agreement with William L. Thacker, Jr. (Filed as
                  Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P. (Commission
                  File No. 1-10403) for the quarter ended September 30, 1992 and
                  incorporated herein by reference).

         10.11    Texas Eastern Products Pipeline Company 1994 Long Term
                  Incentive Plan executed on March 8, 1994 (Filed as Exhibit
                  10.1 to Form 10-Q of TEPPCO Partners, L.P. (Commission File
                  No. 1-10403) for the quarter ended March 31, 1994 and
                  incorporated herein by reference).

         10.12    Panhandle Eastern Corporation Key Executive Deferred
                  Compensation Plan established effective January 1, 1994 (Filed
                  as Exhibit 10.2 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended March 31,
                  1994 and incorporated herein by reference).

         10.13    Asset Purchase Agreement between Duke Energy Field Services,
                  Inc. and TEPPCO Colorado, LLC, dated March 31, 1998 (Filed as
                  Exhibit 10.14 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended March 31,
                  1998 and incorporated herein by reference).

         10.14    Credit Agreement between TEPPCO Colorado, LLC, SunTrust Bank,
                  Atlanta, and Certain Lenders, dated April 21, 1998 (Filed as
                  Exhibit 10.15 to Form 10-Q of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the quarter ended March 31,
                  1998 and incorporated herein by reference).

         10.15    First Amendment to Credit Agreement between TEPPCO Colorado,
                  LLC, SunTrust Bank, Atlanta, and Certain Lenders, effective
                  June 29, 1998.

         10.16    Contribution Agreement between Duke Energy Transport and
                  Trading Company and TEPPCO Partners, L.P., dated October 15,
                  1998 (Filed as Exhibit 3.3 to Form 10-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) for the year ended December
                  31, 1998 and incorporated herein by reference).

         10.17    Guaranty Agreement by Duke Energy Natural Gas Corporation for
                  the benefit of TEPPCO Partners, L.P., dated November 30, 1998,
                  effective November 1, 1998 (Filed as Exhibit 3.3 to Form 10-K
                  of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the
                  year ended December 31, 1998 and incorporated herein by
                  reference).
</TABLE>


<PAGE>   26



<TABLE>
<S>               <C>
         10.18    Revolving Credit Agreement between TCTM, L.P. as Borrower and
                  Duke Capital Corporation as Lender, dated November 30, 1998
                  (Filed as Exhibit 3.3 to Form 10-K of TEPPCO Partners, L.P.
                  (Commission File No. 1-10403) for the year ended December 31,
                  1998 and incorporated herein by reference).

         10.19    Letter Agreement regarding Payment Guarantees of Certain
                  Obligations of TCTM, L.P. between Duke Capital Corporation and
                  TCTM, L.P., dated November 30, 1998 (Filed as Exhibit 3.3 to
                  Form 10-K of TEPPCO Partners, L.P. (Commission File No.
                  1-10403) for the year ended December 31, 1998 and incorporated
                  herein by reference).

         10.20    Form of Employment Agreement between the Company and O. Horton
                  Cunningham, Ernest P. Hagan, Thomas R. Harper, David L.
                  Langley, Charles H. Leonard and James C. Ruth, dated December
                  1, 1998 (Filed as Exhibit 3.3 to Form 10-K of TEPPCO Partners,
                  L.P. (Commission File No. 1-10403) for the year ended December
                  31, 1998 and incorporated herein by reference).

         *10.21   Agreement Between Owner and Contractor between TE Products
                  Pipeline Company, Limited Partnership and Eagleton Engineering
                  Company, dated February 4, 1999.

         *10.22   Services and Transportation Agreement between TE Products
                  Pipeline Company, Limited Partnership and Fina Oil and
                  Chemical Company, BASF Corporation and BASF Fina Petrochemical
                  Limited Partnership, dated February 9, 1999.

         *10.23   Call Option Agreement, dated February 9, 1999.

         *10.24   Texas Eastern Products Pipeline Company Retention Incentive 
                  Compensation Plan, effective January 1, 1999.

         22.1     Subsidiaries of the Partnership (Filed as Exhibit 22.1 to the
                  Registration Statement of TEPPCO Partners, L.P. (Commission
                  File No. 33-32203) and incorporated herein by reference).

         *27      Financial Data Schedule as of and for the three months ended
                  March 31, 1999.
-----------------
</TABLE>

          *  Filed herewith.