<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, 2001


                           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 the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing 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,
                                                                                         2001             2000
                                                                                     ------------     ------------
                                                                                     (UNAUDITED)
                                                             ASSETS
<S>                                                                                  <C>              <C>
Current assets:
  Cash and cash equivalents .....................................................    $     16,812     $     27,096
  Accounts receivable, trade ....................................................         264,844          303,394
  Inventories ...................................................................          27,361           24,784
  Other .........................................................................           9,221            8,123
                                                                                     ------------     ------------
     Total current assets .......................................................         318,238          363,397
                                                                                     ------------     ------------
Property, plant and equipment, at cost (Net of accumulated
  depreciation and amortization of $260,345 and $251,165) .......................         969,917          949,705
Equity investments ..............................................................         238,295          241,648
Intangible assets ...............................................................          36,746           38,388
Other assets ....................................................................          33,341           29,672
                                                                                     ------------     ------------
     Total assets ...............................................................    $  1,596,537     $  1,622,810
                                                                                     ============     ============

                                                LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable and accrued liabilities ......................................    $    264,333     $    293,720
  Accounts payable, general partner .............................................           6,393            6,637
  Accrued interest ..............................................................           7,134           18,633
  Other accrued taxes ...........................................................           8,797           10,501
  Other .........................................................................          26,525           28,780
                                                                                     ------------     ------------
     Total current liabilities ..................................................         313,182          358,271
                                                                                     ------------     ------------
Senior Notes ....................................................................         389,791          389,784
Other long-term debt ............................................................         413,000          446,000
Other liabilities and deferred credits ..........................................          10,538            3,991
Minority interest ...............................................................           4,883            4,296
Redeemable Class B Units held by related party ..................................         105,547          105,411
Partners' capital:
  General partner's interest ....................................................           2,749            1,824
  Limited partners' interests ...................................................         369,211          313,233
  Accumulated other comprehensive loss ..........................................         (12,364)              --
                                                                                     ------------     ------------
     Total partners' capital ....................................................         359,596          315,057
                                                                                     ------------     ------------
     Total liabilities and partners' capital ....................................    $  1,596,537     $  1,622,810
                                                                                     ============     ============
</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,
                                                          2001            2000
                                                      ------------     ------------
<S>                                                   <C>              <C>
Operating revenues:
  Sales of crude oil and petroleum products ......    $    707,481     $    682,785
  Transportation - Refined products ..............          26,181           28,030
  Transportation - LPGs ..........................          24,999           23,117
  Transportation - crude oil and NGLs ............          10,909            4,129
  Mont Belvieu operations ........................           2,897            4,471
  Other - Net ....................................          12,768            8,160
                                                      ------------     ------------
    Total operating revenues .....................         785,235          750,692
                                                      ------------     ------------

Costs and expenses:
  Purchases of crude oil and petroleum products ..         698,576          677,413
  Operating, general and administrative ..........          27,950           24,234
  Operating fuel and power .......................           8,614            7,513
  Depreciation and amortization ..................           9,907            8,247
  Taxes - other than income taxes ................           3,882            2,518
                                                      ------------     ------------
    Total costs and expenses .....................         748,929          719,925
                                                      ------------     ------------

    Operating income .............................          36,306           30,767

Interest expense .................................         (16,294)          (8,434)
Interest capitalized .............................             345            1,010
Equity earnings - Seaway Crude Pipeline Company ..           5,206               --
Other income - net ...............................             434              782
                                                      ------------     ------------
    Income before minority interest ..............          25,997           24,125
Minority interest ................................            (262)            (244)
                                                      ------------     ------------

    Net Income ...................................    $     25,735     $     23,881
                                                      ============     ============

Net Income Allocation:
Limited Partner Unitholders ......................    $     18,611     $     17,533
Class B Unitholder ...............................           2,192            2,368
General Partner ..................................           4,932            3,980
                                                      ------------     ------------
    Total net income allocated ...................    $     25,735     $     23,881
                                                      ============     ============

Basic and diluted net income per Limited Partner
      and Class B Unit ...........................    $       0.55     $       0.60
                                                      ============     ============

Weighted average Limited Partner and Class B Units
   outstanding ...................................          37,889           32,917
</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,
                                                                          2001             2000
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
Cash flows from operating activities:
 Net income ......................................................    $     25,735     $     23,881
  Depreciation and amortization ..................................           9,907            8,247
  Earnings in equity investments, net of distributions ...........           6,300              (78)
  Noncash portion of interest expense ............................             520               98
  Decrease (increase) in accounts receivable, trade ..............          38,550          (37,507)
  Decrease (increase) in inventories .............................          (2,577)           4,737
  Increase in other current assets ...............................          (1,099)            (588)
  Increase (decrease) in accounts payable and accrued expenses ...         (51,236)          29,856
  Other ..........................................................          (3,475)             124
                                                                      ------------     ------------
    Net cash provided by operating activities ....................          22,625           28,770
                                                                      ------------     ------------

Cash flows from investing activities:
  Proceeds from cash investments .................................           1,000               --
  Purchase of crude oil assets ...................................         (20,000)              --
  Proceeds from the sale of assets ...............................           1,300               --
  Investment in Centennial Pipeline Company ......................          (2,947)              --
  Capital expenditures ...........................................         (10,940)         (18,013)
                                                                      ------------     ------------
    Net cash used in investing activities ........................         (31,587)         (18,013)
                                                                      ------------     ------------

Cash flows from financing activities:
  Proceeds from term loan and revolving credit facility ..........           8,000           20,000
  Repayment on revolving credit facility .........................         (41,000)              --
  Proceeds form the issuance of Limited Partner Units, net .......          54,588               --
  General Partner contributions ..................................           1,114               --
  Distributions ..................................................         (24,024)         (18,305)
                                                                      ------------     ------------
    Net cash provided by (used in) financing activities ..........          (1,322)           1,695
                                                                      ------------     ------------

Net increase (decrease) in cash and cash equivalents .............         (10,284)          12,452

Cash and cash equivalents at beginning of period .................          27,096           32,593
                                                                      ------------     ------------
Cash and cash equivalents at end of period .......................    $     16,812     $     45,045
                                                                      ============     ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
  Interest paid during the period (net of capitalized interest) ..    $     26,656     $     13,835
                                                                      ============     ============
</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 "Downstream Segment") and
TCTM, L.P. (the "Upstream Segment"). Collectively the Downstream Segment and the
Upstream Segment are referred to as "the Operating Partnerships." The
Partnership owns a 99% interest as the sole limited partner in both the
Downstream Segment and Upstream Segment.

         On March 31, 2000, Texas Eastern Products Pipeline Company, a Delaware
corporation and general partner of the Partnership and the Operating
Partnerships, was converted into Texas Eastern Products Pipeline Company, LLC
(the "Company" or "General Partner"), a Delaware limited liability company.
Additionally on March 31, 2000, Duke Energy Corporation ("Duke Energy"),
contributed its ownership of the General Partner to Duke Energy Field Services,
LP ("DEFS"). DEFS is a joint venture between Duke Energy and Phillips Petroleum
Company. Duke Energy holds a majority interest in DEFS.

         The Company owns a 1% general partner interest in the Partnership and a
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., 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, 2001, and the results of operations and cash
flows for the periods presented. The results of operations for the three months
ended March 31, 2001, are not necessarily indicative of results of operations
for the full year 2001. 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, 2000. Certain amounts from the prior year have been
reclassified to conform to current presentation.

         The Partnership operates in two segments: refined products and
liquefied petroleum gases ("LPGs") transportation (Downstream Segment); and
crude oil and natural gas liquids ("NGLs") transportation and marketing
(Upstream Segment). The Partnership's reportable segments offer different
products and services and are managed separately because each requires different
business strategies. The Upstream Segment was acquired as a unit in November
1998, and the management at the time of the acquisition was retained. The
Partnership'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 Units and Class B Units outstanding (a total of 37.9 million
Units for the three months ended March 31, 2001, and 32.9 million Units for the
three months ended March 31, 2000). 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. Quarterly Distributions of Available Cash). The
General Partner was allocated $4.9 million (representing 19.17%) and $4.0
million (representing 16.66%) of net income for the three months ended March 31,
2001, and 2000, respectively.


                                       5
<PAGE>   6
                              TEPPCO PARTNERS, L.P.

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



         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, 2001 and 2000, the denominator was
increased by 26,180 Units and 19,457 Units, respectively.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

         Effective January 1, 2001, the Partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement establishes accounting and
reporting standards requiring that derivative instruments (including certain
derivative instruments embedded in other contracts) be recorded at fair value
and included in the balance sheet as assets or liabilities. The accounting for
changes in the fair value of a derivative instrument depends on the intended use
of the derivative and the resulting designation, which is established at the
inception of a derivative. Special accounting for derivatives qualifying as fair
value hedges allows a derivative's gains and losses to offset related results on
the hedged item in the statement of income. For derivative instruments
designated as cash flow hedges, changes in fair value, to the extent the hedge
is effective, are recognized in other comprehensive income until the hedged item
is recognized in earnings. Hedge effectiveness is measured at least quarterly
based on the relative cumulative changes in fair value between the derivative
contract and the hedged item over time. Any change in fair value resulting from
ineffectiveness, as defined by SFAS 133, is recognized immediately in earnings.

         Adoption of SFAS 133 at January 1, 2001 resulted in the recognition of
$10.1 million of derivative liabilities, $4.1 million of which are included in
current liabilities and $6.0 million of which are included in other noncurrent
liabilities on the Partnership's balance sheet, and $10.1 million of hedging
losses included in accumulated other comprehensive loss, a component of
Partners' capital, as the cumulative effect of the change in accounting
principle. The hedging losses included in accumulated other comprehensive loss
will be transferred to earnings as the forecasted transactions actually occur.
Approximately $4.1 million of the loss included in accumulated other
comprehensive loss as of January 1, 2001 is anticipated to be transferred into
earnings over the next twelve months. The cumulative effect of the accounting
change had no effect on the Partnership's net income or its earnings per Unit
amounts for the quarter ended March 31, 2001. Amounts were determined as of
January 1, 2001 based on quoted market values, the Partnership's portfolio of
derivative instruments, and the Partnership's measurement of hedge
effectiveness.

         From time to time, the Partnership has utilized and expects to continue
to utilize derivative financial instruments with respect to a portion of its
interest rate risks and its crude oil marketing activities to achieve a more
predictable cash flow by reducing its exposure to interest rate and crude oil
price fluctuations. These transactions generally are swaps and forwards and are
entered into with major financial institutions or commodities trading
institutions. Derivative financial instruments used in the Partnership's
Upstream Segment are intended to reduce the Partnership's exposure to
fluctuations in the market price of crude oil, while derivative financial
instruments related to the Partnership's interest rate risks are intended to
reduce the Partnership's exposure to increases in the benchmark interest rates
underlying the Partnership's variable rate revolving credit facility. Through
December 31, 2000, gains and losses from financial instruments used in the
Partnership's Upstream Segment have been recognized in revenues for the periods
to which the derivative financial instruments relate and gain and losses from
its interest rate financial instruments have been recognized in interest expense
for the periods to which the derivative financial instrument relate.

         As of March 31, 2001, the Upstream Segment had open positions on
certain speculative option contracts. During the three months ended March 31,
2001, a loss of $13,000 was recognized on such contracts.


                                       6
<PAGE>   7
                              TEPPCO PARTNERS, L.P.

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



         Also as of March 31, 2001, the Partnership had in place an interest
rate swap agreement to hedge its exposure to increases in the benchmark interest
rate underlying the variable rate revolving credit facilities. The swap
agreement is based on a notional amount of $250 million. Under the swap
agreement, the Partnership pays a fixed rate of interest of 7.17% and receives a
floating rate based on a three month USD LIBOR rate. The interest rate swap is
designated as a cash flow hedge, therefore, the changes in fair value, to the
extent the swap is effective, are recognized in other comprehensive income until
the hedged interest costs are recognized in earnings. During the quarter ended
March 31, 2001, the Partnership recognized $0.8 million in losses, included in
interest expense, on the interest rate swap attributable to interest costs
occurring in the first quarter of 2001. No gain or loss from ineffectiveness was
required to be recognized. The fair value of the interest rate swap agreement
was a loss of approximately $13.7 million at March 31, 2001. Approximately $6.1
million (inclusive of the $4.1 million related to the cumulative effect of the
accounting change not yet recognized) of such amount is anticipated to be
transferred into earnings over the next twelve months.

         During the first quarter of 2001, the Partnership executed three
treasury rate lock agreements to hedge its exposure to increases in the treasury
rate that will be used to establish the fixed interest rate for the debt
offering that is probable to occur in the second quarter of 2001. The treasury
rate lock agreements are based on notional amounts of $200 million, $100 million
and $100 million. Under the treasury rate lock agreements, the Partnership pays
a fixed rate of interest of 5.0%, 4.9% and 4.8%, respectively, and receives a
floating rate based on the three month treasury rate. The treasury rate locks
are designated as cash flow hedges, therefore, the changes in fair value, to the
extent the treasury rate locks are effective, are recognized in other
comprehensive income until the actual debt offering occurs. Upon completion of
the debt offering, the realized gain or loss on the treasury rate locks will be
amortized out of accumulated other comprehensive income into interest expense
over the life of the debt obligation. The fair value of the three treasury rate
locks was a gain of approximately $1.3 million at March 31, 2001.

NOTE 3. ACQUISITIONS

         On July 20, 2000, the Partnership completed an acquisition of ARCO Pipe
Line Company ("ARCO"), a wholly owned subsidiary of Atlantic Richfield Company,
for $322.6 million, which included $4.1 million of acquisition related costs.
The purchase included ARCO's 50-percent ownership interest in Seaway Crude
Pipeline Company ("Seaway"), which owns a pipeline that carries mostly imported
crude oil from a marine terminal at Freeport, Texas, to Cushing, Oklahoma, and
from a marine terminal at Texas City, Texas to refineries in the Texas City and
Houston areas. The Partnership assumed ARCO's role as operator of this pipeline.
The Partnership also acquired: (i) ARCO's crude oil terminal facilities in
Cushing and Midland, Texas, including the line transfer and pumpover business at
each location; (ii) an undivided ownership interest in both the Rancho Pipeline,
a crude oil pipeline from West Texas to Houston, and the Basin Pipeline, a crude
oil pipeline running from Jal, New Mexico, through Midland to Cushing, both of
which are operated by another joint owner; and (iii) the receipt and delivery
pipelines known as the West Texas Trunk System, which is located around the
Midland terminal. The acquisition was accounted for under the purchase method of
accounting. Accordingly, the results of the acquisition are included in the
consolidated statements of income from July 20, 2000.

                                       7

<PAGE>   8
                              TEPPCO PARTNERS, L.P.

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



         The following table presents the unaudited pro forma results of the
Partnership as though the acquisition of ARCO occurred at the beginning of 2000
(in thousands, except per Unit amounts).

<TABLE>
<CAPTION>

                                                                             QUARTER ENDED
                                                                             MARCH 31, 2000

<S>                                                                             <C>
               Revenues................................................         $758,197
               Net Income..............................................           22,302
               Basic and diluted net income per Limited
                   Partner and Class B Unit............................         $   0.56
</TABLE>

NOTE 4. 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,
                                     2001            2000
                                 ------------     ------------
<S>                              <C>              <C>
Crude oil ..................     $     15,070     $     14,635
Gasolines ..................            4,197            3,795
Butanes ....................              454              267
Fuel oil ...................              242               82
Other products .............            3,650            2,693
Materials and supplies .....            3,748            3,312
                                 ------------     ------------
          Total ............     $     27,361     $     24,784
                                 ============     ============
</TABLE>

         The costs of inventories did not exceed market values at March 31,
2001, and December 31, 2000.

NOTE 5. EQUITY INVESTMENTS

         Seaway is a partnership between the Upstream Segment and Phillips
Petroleum Company ("Phillips"). The Upstream Segment purchased its 50-percent
ownership interest in Seaway on July 20, 2000 (see Note 3. Acquisitions). The
Seaway Crude Pipeline Company Partnership Agreement provides for varying
participation ratios throughout the life of the Seaway Partnership. From July
20, 2000, through May 2002, the Upstream Segment receives 80% of revenue and
expense of Seaway. From June 2002 until May 2006, the Upstream Segment receives
60% of revenue and expense of Seaway. Thereafter, the sharing ratio becomes 40%
of revenue and expense to the Upstream Segment.


         The Partnership uses the equity method of accounting for its investment
in Seaway. Summarized financial information for Seaway as of and for the three
months ended March 31, 2001 is presented below (in thousands):

<TABLE>

<S>                              <C>
Current assets .............     $     23,960
Non current assets .........          286,264
Current liabilities ........            2,395
Partners' capital ..........          307,829
Revenues ...................           15,486
Net income .................     $      6,978
</TABLE>


                                       8
<PAGE>   9
                             TEPPCO PARTNERS, L.P.

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



NOTE 6. LONG TERM DEBT

SENIOR NOTES

         On January 27, 1998, the Downstream Segment 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 Downstream Segment, in whole or in
part, at a premium.

         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. The Senior Notes are unsecured obligations of the Downstream Segment
and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Downstream Segment. The indenture governing the Senior Notes
contains covenants, including, but not limited to, covenants limiting the
creation of liens securing indebtedness and sale and leaseback transactions.
However, the indenture does not limit the Partnership's ability to incur
additional indebtedness.

OTHER LONG TERM DEBT AND CREDIT FACILITIES

         On July 14, 2000, the Partnership entered into a $75 million term loan
and a $475 million revolving credit facility. On July 21, 2000, the Partnership
borrowed $75 million under the term loan and $340 million under the revolving
credit facility. The funds were used to finance the acquisition of the ARCO
assets (see Note 3. Acquisitions) and to refinance existing credit facilities,
other than the Senior Notes. The term loan was repaid from proceeds received
from the issuance of additional Limited Partner Units on October 25, 2000. The
revolving facility has a three year maturity. The interest rate is based on the
Partnership's option of either the lender's base rate plus a spread, or LIBOR
plus a spread in effect at the time of the borrowings. The credit agreements
contain restrictive financial covenants that require the Partnership to maintain
a minimum level of partners' capital as well as maximum debt-to-EBITDA (earnings
before interest expense, income tax expense and depreciation and amortization
expense) and minimum fixed charge coverage ratios. At March 31, 2001, $413
million was outstanding under the revolving credit facility at a weighted
average interest rate of 6.4% (see Note 11. Subsequent Events).

         On July 21, 2000, the Partnership entered into a three year swap
agreement to hedge its exposure on the variable rate credit facilities. The swap
agreement is based on a notional amount of $250 million. Under the swap
agreement, the Partnership pays a fixed rate of interest of 7.17% and receives a
floating rate based on a three month USD LIBOR rate.

NOTE 7. QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH

         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. Pursuant to the Partnership Agreement, the
Company receives incremental incentive cash distributions on the portion that
cash distributions on a per Unit basis exceed certain target thresholds as
follows:



                                       9
<PAGE>   10
                             TEPPCO PARTNERS, L.P.

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

<TABLE>
<CAPTION>

                                                                                            GENERAL
                                                                              UNITHOLDERS   PARTNER
                                                                              -----------   -------
<S>                                                                           <C>           <C>
Quarterly Cash Distribution per Unit:
   Up to Minimum Quarterly Distribution ($0.275 per Unit) .................         98%          2%
   First Target - $0.276 per Unit up to $0.325 per Unit ...................         85%         15%
   Second Target - $0.326 per Unit up to $0.45 per Unit ...................         75%         25%
   Over Second Target - Cash distributions greater than $0.45 per Unit ....         50%         50%
</TABLE>

         The following table reflects the allocation of total distributions paid
for the three month periods ended March 31, 2001 and 2000 (in thousands, except
per Unit amounts).

<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED MARCH 31,
                                                             ------------------------------
                                                                 2001             2000
                                                             ------------      ------------
<S>                                                          <C>               <C>
Limited Partner Units .................................      $     17,167      $     13,775
1% General Partner Interest ...........................               194               158
General Partner Incentive .............................             4,364             2,327
                                                             ------------      ------------
      Total Partners' Capital Cash Distributions ......            21,725            16,260
Class B Units .........................................             2,056             1,860
Minority Interest .....................................               243               185
                                                             ------------      ------------
      Total Cash Distributions Paid ...................      $     24,024      $     18,305
                                                             ============      ============

Total Cash Distributions Paid Per Unit ................      $      0.525      $      0.475
                                                             ============      ============
</TABLE>

         On April 20, 2001, the Partnership declared a cash distribution of
$0.525 per Limited Partner Unit and Class B Unit for the quarter ended March 31,
2001. The distribution was paid on May 4, 2001, to Unitholders of record on
April 30, 2001.

NOTE 8. SEGMENT DATA

         The Partnership operates in two segments: refined products and LPGs
transportation, which operates through the Downstream Segment; and crude oil and
NGLs transportation and marketing, which operates through the Upstream Segment.

         The Downstream Segment is involved in the interstate transportation,
storage and terminaling of petroleum products and LPGs, intrastate
transportation of petrochemicals 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. The Downstream Segment
is one of the largest pipeline common carriers of refined petroleum products and
LPGs in the United States. The Partnership owns and operates a pipeline system
extending from southeast Texas through the central and midwestern United States
to the northeastern United States.

         The Upstream Segment gathers, stores, transports and markets crude oil
principally in Oklahoma, Texas and the Rocky Mountain region; operates two
trunkline NGL pipelines in South Texas and three NGL pipelines in East Texas;
and distributes lube oils and specialty chemicals to industrial and commercial
accounts. On July 20, 2000, the Partnership completed its acquisition of assets
from ARCO (see Note 3. Acquisitions). The acquisition was accounted for under
the purchase method of accounting. The results of the acquisition have been
included in the Upstream Segment since the purchase on July 20, 2000.

         The table below includes interim financial information by business
segment for the interim periods ended March 31, 2001 and 2000 (in thousands):


                                       10
<PAGE>   11
                             TEPPCO PARTNERS, L.P.

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



<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED MARCH 31, 2001
                                                             --------------------------------------------------
2001                                                          DOWNSTREAM          UPSTREAM
                                                                SEGMENT           SEGMENT          CONSOLIDATED
                                                             ------------       ------------       ------------

<S>                                                          <C>                <C>                <C>
Unaffiliated revenues .................................      $     64,105       $    721,130       $    785,235
Operating expenses, including power ...................            27,566            711,456            739,022
Depreciation and amortization expense .................             7,177              2,730              9,907
                                                             ------------       ------------       ------------
      Operating income ................................            29,362              6,944             36,306
Interest expense, net .................................            (8,335)            (7,614)           (15,949)
Equity earnings - Seaway Crude Pipeline Company .......                --              5,206              5,206
Other income, net .....................................               112                 60                172
                                                             ------------       ------------       ------------
      Net income ......................................      $     21,139       $      4,596       $     25,735
                                                             ============       ============       ============


Total assets ..........................................      $    740,588       $    855,949       $  1,596,537
Accounts receivable, trade ............................            16,586            248,258            264,844
Accounts payable and accrued liabilities ..............      $     11,112       $    253,221       $    264,333
</TABLE>

<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED MARCH 31, 2000
                                                             --------------------------------------------------
2000                                                          DOWNSTREAM         UPSTREAM
                                                               SEGMENT            SEGMENT          CONSOLIDATED
                                                             ------------       ------------       ------------

<S>                                                          <C>                <C>                <C>
Unaffiliated revenues .................................      $     63,778       $    686,914       $    750,692
Operating expenses, including power ...................            28,657            683,021            711,678
Depreciation and amortization expense .................             6,783              1,464              8,247
                                                             ------------       ------------       ------------
      Operating income ................................            28,338              2,429             30,767
Interest expense, net .................................            (7,310)              (114)            (7,424)
Other income, net .....................................               393                145                538
                                                             ------------       ------------       ------------
      Net income ......................................      $     21,421       $      2,460       $     23,881
                                                             ============       ============       ============

Total assets ..........................................      $    737,111       $    359,639       $  1,096,750
Accounts receivable, trade ............................            15,949            227,324            243,273
Accounts payable and accrued liabilities ..............      $      7,188       $    234,776       $    241,964
</TABLE>

NOTE 9. CONTINGENCIES

         In the fall of 1999 and on December 1, 2000, the Company and the
Partnership were named as defendants in two separate lawsuits in Jackson County
Circuit Court, Jackson County, Indiana, in Ryan E. McCleery and Marcia S.
McCleery, et al. v. Texas Eastern Corporation, et al. (including the Company and
Partnership) and Gilbert Richards and Jean Richards v. Texas Eastern
Corporation, et. al. In both cases plaintiffs contend, among other things, that
the Company and other defendants stored and disposed of toxic and hazardous
substances and hazardous wastes in a manner that caused the materials to be
released into the air, soil and water. They further contend that the release
caused damages to the plaintiffs. In their Complaints, the plaintiffs allege
strict liability for both personal injury and property damage together with
gross negligence, continuing nuisance, trespass, criminal mischief and loss of
consortium. The plaintiffs are seeking compensatory, punitive and treble
damages. The Company has filed an Answer to both complaints, denying the
allegations, as well as various other motions. These cases are in the early
stages of discovery and are not covered by insurance. The Company is defending
itself vigorously against the lawsuits. The Partnership cannot estimate the
loss, if any, associated with these pending lawsuits.



                                       11
<PAGE>   12
                             TEPPCO PARTNERS, L.P.

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


         The Partnership is involved in various other 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, results of operations or cash
flows.

         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 its operations 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, results of 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 is expected to 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 has
accrued $0.5 million at March 31, 2001 for future costs of the remediation
program for the Seymour terminal. In the opinion of the Company, the completion
of the remediation program will not have a material adverse impact on the
Partnership's financial condition, results of operations or liquidity.

         The Partnership received a compliance order from the Louisiana
Department of Environmental Quality ("DEQ") during 1994 relative to potential
environmental contamination at the Partnership's Arcadia, Louisiana facility,
which may be attributable to the operations of the Partnership and adjacent
petroleum terminals of other companies. The Partnership and all adjacent
terminals have been assigned to the Groundwater Division of DEQ, in which a
consolidated plan will be developed. The Partnership has finalized a negotiated
Compliance Order with DEQ that will allow the Partnership to continue with a
remediation plan similar to the one previously agreed to by DEQ and implemented
by the Company. In the opinion of the General Partner, the completion of the
remediation program being proposed by the Partnership will not have a future
material adverse impact on the Partnership.

         On October 16, 2000 the Partnership received a settlement notice from
ARCO for payment of a net aggregate amount of approximately $12.9 million in
post-closing adjustments related to the purchase of the ARCO assets. A large
portion of the requested adjustment relates to ARCO's indemnity for payment of
accrued income taxes. The Partnership is disputing a substantial portion of the
adjustments. The Partnership does not believe that payment of any amount
ultimately determined would have a material adverse impact on the Partnership's
financial condition and results of operations.

         Substantially all of the petroleum products transported and stored by
the Partnership are owned by the Partnership's customers. At March 31, 2001, the
Partnership had approximately 14.5 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.




                                       12
<PAGE>   13
                             TEPPCO PARTNERS, L.P.

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



NOTE 10. COMPREHENSIVE INCOME

         The table below reconciles reported net income to total comprehensive
income for the three months ended March 31, 2001 (in thousands).

<TABLE>

<S>                                                                                 <C>
        Net income.........................................................         $    25,735
        Cumulative  effect  attributable  to  adoption of SFAS 133 (see
             Note 2. New Accounting Pronouncements)........................             (10,103)
        Hedge accounting for derivative instruments........................              (2,261)
                                                                                    -----------
            Total comprehensive income.....................................         $    13,371
                                                                                    ===========
</TABLE>

         The accumulated balance of other comprehensive loss related to cash
flow hedges is as follows (in thousands):

<TABLE>

<S>                                                                                 <C>
        Balance at December 31, 2000.......................................         $        --
        Cumulative effect of accounting change.............................             (10,103)
        Net losses on cash flow hedges.....................................              (3,076)
        Reclassification adjustments.......................................                (815)
                                                                                    -----------
        Balance at March 31, 2001..........................................         $   (12,364)
                                                                                    ===========
</TABLE>


NOTE 11. SUBSEQUENT EVENTS

         During the first quarter of 2001, Pennzoil-Quaker State Company
("Pennzoil") announced the sale of its Shreveport, Louisiana, refinery. As a
result of the sale, it is anticipated that the refinery will stop refined
products production. Effective April 1, 2001, Pennzoil and the Downstream
Segment negotiated a settlement to terminate a long-term transportation
agreement from the Shreveport origin point on the Downstream Segment's pipeline
system. The terms of the settlement will result in income of approximately $18.9
million being recorded during the second quarter of 2001. The termination of the
contract is expected to result in a loss of transportation revenue of
approximately $7.7 million during 2001. The Partnership is evaluating various
alternatives related to the reduced receipt volumes including making required
system changes to allow for reversed product flow to make deliveries into the
Shreveport market area. The Partnership has evaluated the impact of the contract
termination on the related transportation assets in accordance with SFAS 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" and does not expect the contract termination to result in an
impairment of the carrying value of the related transportation assets.

         On April 6, 2001, the Partnership's $475 million revolving credit
agreement was amended to permit borrowings up to $500 million and to allow for
letters of credit up to $20 million. The term of the revised credit agreement
was extended to April 6, 2004. Additionally, on April 6, 2001, the Partnership
entered into a 364-day, $200 million revolving credit agreement. The interest
rate on this agreement will be based on the Partnership's option of either the
lender's base rate plus a spread, or LIBOR plus a spread.

         On May 11, 1999, the Downstream Segment filed an application with the
FERC requesting permission to charge market-based rates for substantially all
refined products transportation tariffs. The Downstream Segment also filed a
petition for waiver of the requirements that would otherwise have been imposed
by the FERC's regulations requiring the Downstream Segment to reduce its rates
in conformity with the PPI Index, pending the FERC's determination on its
application for market-based rates. On June 30, 1999, the FERC granted the
waiver stating that it was temporary in nature and that the Downstream Segment
would be required to make refunds, with interest, of all amounts collected under
rates in excess of the PPI Index ceiling level after July 1, 1999, if the
Downstream Segment's application for market-based rates was ultimately denied.
As a result of the refund obligation potential, the Partnership has deferred all
revenue recognition of rates charged in excess of the PPI Index. On March 31,
2001, the amount deferred for possible rate refund, including interest totaled
approximately $2.6 million.




                                       13
<PAGE>   14
                             TEPPCO PARTNERS, L.P.

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


         On July 31, 2000, the FERC issued an order granting the Downstream
Segment market-based rates in certain markets and set for hearing the Downstream
Segment's application for market-based rates in the Little Rock, Arkansas;
Shreveport-Arcadia, Louisiana; Cincinnati-Dayton, Ohio; and Memphis, Tennessee,
destination markets and the Shreveport, Louisiana, origin market. After the
matter was set for hearing, the Downstream Segment and the protesting shippers
entered into a settlement agreement resolving their respective differences. On
January 9, 2001, the presiding Administrative Law Judge assigned to the hearing
determined that the offer of settlement provided resolution of issues set for
hearing in the Downstream Segment pending case in a fair and reasonable manner
and in the public interest and certified the offer of settlement. On April 25,
2001, the FERC issued an order approving the offer of settlement.

         As a result of the FERC approval of the settlement, the Downstream
Segment will withdraw the application for market-based rates to the Little Rock,
Arkansas, destination market and the Arcadia, Louisiana, destination in the
Shreveport-Arcadia, Louisiana, destination market. The Downstream Segment also
has agreed to recalculate rates to these destination markets to conform with the
PPI Index from July 1, 1999, and make appropriate refunds. The refund obligation
under the settlement as of March 31, 2001, was $1.0 million. As a result of the
settlement, the Downstream Segment will recognize approximately $1.6 million of
previously deferred transportation revenue in the second quarter of 2001.



                                       14
<PAGE>   15




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 2001 and 2000 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 known to it that are reasonably likely to materially affect
future liquidity or earnings.

         Through its ownership of the Downstream Segment and the Upstream
Segment, the Partnership operates in two 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 Downstream Segment is involved in the interstate transportation,
storage and terminaling of petroleum products and LPGs, intrastate
transportation of petrochemicals 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 Downstream
Segment. Higher natural gas prices increase the cost of electricity used to
power pump stations on the Pipeline System. 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 Upstream Segment is involved in the transportation, aggregation and
marketing of crude oil and NGLs; and the distribution of lube oils and specialty
chemicals. Revenues are earned from the gathering, storage, transportation and
marketing of crude oil and NGLs; and the distribution of lube oils and specialty
chemicals principally in Oklahoma, Texas and the Rocky Mountain region.
Marketing operations consist primarily of purchasing and aggregating crude oil
along its own and third party gathering and pipeline systems and arranging the
necessary logistics for the ultimate sale of crude oil to local refineries,
marketers or other end users.

         On July 20, 2000, the Partnership completed an acquisition of assets
from ARCO for $322.6 million, which included $4.1 million of acquisition related
costs. The purchase included ARCO's 50-percent ownership interest in Seaway. The
Partnership assumed ARCO's role as operator of this pipeline. The Company also
acquired ARCO's crude oil terminal facilities in Cushing and Midland, Texas,
including the line transfer and pumpover business at each location, an undivided
ownership interest in both the Rancho Pipeline and the Basin Pipeline, both of
which are operated by another joint owner and the receipt and delivery pipelines
known as the West Texas Trunk System, located around the Midland terminal. The
transaction was accounted for under the purchase method for accounting purposes.
The results of operations of assets acquired have been included in the Upstream
Segment since the purchase on July 20, 2000.



                                       15
<PAGE>   16




RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                                   QUARTER ENDED
                                                     MARCH 31,
                                          ------------------------------
                                              2001              2000
                                          ------------      ------------
<S>                                       <C>               <C>
Operating revenues:
    Downstream Segment .............      $     64,105      $     63,778
    Upstream Segment ...............           721,130           686,914
                                          ------------      ------------
       Total operating revenues ....           785,235           750,692
                                          ------------      ------------

Operating income:
    Downstream Segment .............            29,362            28,338
    Upstream Segment ...............             6,944             2,429
                                          ------------      ------------
       Total operating income ......            36,306            30,767
                                          ------------      ------------

Net income:
    Downstream Segment .............            21,139            21,421
    Upstream Segment ...............             4,596             2,460
                                          ------------      ------------
       Total net income ............      $     25,735      $     23,881
                                          ------------      ------------
</TABLE>

         For the quarter ended March 31, 2001, the Partnership reported net
income of $25.7 million, compared with net income of $23.9 million for the 2000
first quarter. The $1.8 million increase in income resulted from a $2.1 million
increase in income provided by the Upstream Segment, comprised of a $10.3
million increase in margin, a $2.7 million increase in other operating revenues
and $5.2 million of equity earnings of Seaway, partially offset by a $8.6
million increase in costs and expenses (excluding purchases of crude oil and
petroleum products) and a $7.5 million increase in interest expense. Net income
of the Downstream Segment decreased $0.3 million from the 2000 first quarter
primarily due to a $1.0 million increase in interest expense (net of capitalized
interest) and a $0.3 million decrease in other income - net, partially offset by
a $0.3 million increase in operating revenues and a $0.7 million decrease in
costs and expenses.

DOWNSTREAM SEGMENT

      Volume and average rate information for 2001 and 2000 is presented below:

<TABLE>
<CAPTION>

                                                     QUARTER ENDED
                                                        MARCH 31,               PERCENTAGE
                                                --------------------------      INCREASE
                                                   2001            2000         (DECREASE)
                                                ----------      ----------      ----------
                                              (IN THOUSANDS, EXCEPT AVERAGE RATE INFORMATION)
<S>                                             <C>             <C>             <C>
VOLUMES DELIVERED
    Refined products .....................          27,188          29,613              (8%)
    LPGs .................................          11,651          11,693              --
    Mont Belvieu operations ..............           6,265           7,072             (11%)
                                                ----------      ----------      ----------
        Total ............................          45,104          48,378              (7%)
                                                ==========      ==========      ==========

AVERAGE RATE PER BARREL
    Refined products  (a) ................      $     0.96      $     0.95               1%
    LPGs .................................            2.15            1.98               9%
    Mont Belvieu operations ..............            0.17            0.16               6%
        Average system rate per barrel ...      $     1.16      $     1.08               7%
                                                ==========      ==========      ==========
</TABLE>

      (a) Net of amounts deferred related to potential refund obligation.




                                       16
<PAGE>   17


RESULTS OF OPERATIONS - (CONTINUED)

         Refined products transportation revenues decreased $1.8 million for the
quarter ended March 31, 2001, compared with the prior-year quarter, due to a 8%
decrease in total refined products volumes delivered. Motor fuel volumes
delivered decreased 16% as a result of lower demand in the Midwest market areas
and a local refinery expansion in the West Memphis, Arkansas, market area.
Deliveries of methyl tertiary butyl ether ("MTBE") at the Partnership's marine
terminal near Beaumont, Texas, decreased 41% due to lower receipts as a result
of maintenance activity at a customer's production facility. Natural gasoline
volumes delivered decreased 4% from the 2000 first quarter as a result of
unfavorable blending and processing economics in the Chicago market area. These
decreases were partially offset by a 1% increase in average rate per barrel from
the prior-year quarter due to increased long-haul deliveries of distillate in
the upper Midwest market areas.

         LPGs transportation revenues increased $1.9 million for the quarter
ended March 31, 2001, compared with the first quarter of 2000, due primarily to
increased deliveries of propane in the upper Midwest market areas attributable
to colder weather in 2001 and favorable price differentials. These increases
were partially offset by decreased short-haul deliveries of propane due to
operational problems at a petrochemical facility on the upper Texas Gulf Coast
that is served by the Partnership. The LPGs average rate per barrel increased 9%
from the prior-year quarter as a result of a decreased percentage of short-haul
deliveries during the first quarter of 2001.

         Revenues generated from Mont Belvieu operations decreased $1.6 million
during the quarter ended March 31, 2001, compared with the first quarter of
2000, as a result of lower contract storage revenue.

         Other operating revenues increased $1.9 million during the quarter
ended March 31, 2001, compared with the prior year quarter, due primarily to
contract petrochemical delivery revenue, which started during the fourth quarter
of 2000, and increased deliveries from the Partnership's Providence, Rhode
Island, import facility. This increase was partially offset by decreased product
sales during 2001.

         Costs and expenses decreased $0.7 million for the quarter ended March
31, 2001, compared with the first quarter of 2000, primarily due to a $2.5
million decrease in operating, general and administrative expenses, partially
offset by a $0.8 million increase in operating fuel and power expense, a $0.6
million increase in taxes - other than income taxes expense and a $0.4 million
increase in depreciation and amortization expense. The decrease in operating,
general and administrative expenses resulted primarily from a March 2000
write-off of project evaluation costs related to the proposed pipeline
construction from Beaumont, Texas, to Little Rock, Arkansas, decreased contract
labor and consulting charges, decreased product measurement expense, decreased
labor and benefits expense, and decreased throughput-related rental expense on
volumes received through the connection with Colonial Pipeline at Beaumont,
Texas. Operating fuel and power expense increased as a result of increased
mainline throughput and higher fuel prices. The increase in taxes - other than
income taxes and depreciation and amortization expenses from the prior year
first quarter was a result of assets placed in service during the later part of
2000.

         Interest expense increased $0.4 million during the quarter ended March
31, 2001, compared with the first quarter of 2000, as a result of borrowings
under the Sun Trust credit facilities. Additionally, amortization of debt
issuance costs related to debt refinancing in July 2000 resulted in increased
interest expense. Interest capitalized decreased $0.7 million during the quarter
ended March 31, 2001, compared with the corresponding prior year period, as a
result of the completion of the petrochemical pipelines from Mont Belvieu,
Texas, and Port Arthur, Texas, during the fourth quarter of 2000.

         Other income - net decreased $0.3 million during the quarter ended
March 31, 2001, compared with the first quarter of 2000, due primarily to lower
interest income earned on cash investments.




                                       17
<PAGE>   18
RESULTS OF OPERATIONS - (CONTINUED)

UPSTREAM SEGMENT

         Margin of the Upstream Segment is calculated as revenues generated from
the sale of crude oil and lubrication oil, and transportation of crude oil and
NGLs, less the costs of purchases of crude oil and lubrication oil. 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 variations in the level of marketing activity and prices for products
marketed.

         Margin and volume information for 2001 and 2000 is presented below (in
thousands, except per barrel and per gallon amounts):

<TABLE>
<CAPTION>

                                                            QUARTER ENDED
                                                               MARCH 31,                  PERCENTAGE
                                                   --------------------------------        INCREASE
                                                       2001               2000             (DECREASE)
                                                   -------------      -------------      -------------
<S>                                                <C>                <C>                <C>
Margins:
       Crude oil transportation .............      $       8,125      $       4,866                 67%
       Crude oil marketing ..................              3,551              2,250                 58%
       Crude oil terminaling ................              2,128                 --                 --
       NGL transportation ...................              4,876              1,759                177%
       Lubrication oil sales ................              1,134                626                 81%
                                                   -------------      -------------      -------------
       Total margin .........................      $      19,814      $       9,501                109%
                                                   =============      =============      =============

Total barrels:
       Crude oil transportation .............             15,745              8,727                 80%
       Crude oil marketing ..................             29,661             24,541                 21%
       Crude oil terminaling ................             24,662                 --                 --
       NGL transportation ...................              4,762              1,214                292%

Lubrication oil volume (total gallons) ......              2,255              2,303                 (2%)

Margin per barrel:
       Crude oil transportation .............      $       0.516      $       0.558                 (8%)
       Crude oil marketing ..................      $       0.120      $       0.092                 30%
       Crude oil terminaling ................      $       0.086                 --                 --
       NGL transportation ...................      $       1.024      $       1.449                (29%)

Lubrication oil margin (per gallon) .........      $       0.503      $       0.272                 85%
</TABLE>


         Margin increased $10.3 million during the first quarter of 2001,
compared with the first quarter of 2000. The increase was comprised of a $3.3
million increase in crude oil transportation; a $3.1 million increase in NGL
transportation; a $2.1 million increase in crude oil terminaling attributable to
pumpover fees charged at Midland, Texas, and Cushing, Oklahoma, related to the
ARCO assets acquired in July 2000; a $1.3 million increase in crude oil
marketing activity; and a $0.5 million increase in lubrication oil sales. The
increase in crude oil transportation margin was primarily due to $2.0 million
contributed by the ARCO assets acquired, $0.4 million contributed from pipeline
assets acquired from Ultramar Diamond Shamrock Corporation ("UDS") on March 1,
2001, and $0.7 million from increased volume on the South Texas and Red River
systems, which benefited from increased regional production. The increase in
crude oil marketing margin resulted from an increase in volumes marketed,
coupled with an increase in the margin realized per barrel. The increase in NGL
transportation margin was primarily due to $3.7 million contributed from the
Panola system acquired on December 31, 2000, partially offset by a $0.6 million
decrease in margin related to the Dean and Wilcox pipeline systems in South
Texas. Margin contributed from lubrication oil sales increased $0.5 million due
primarily to the discontinuation of low margin fuel oil sales, effective April
2000.




                                       18
<PAGE>   19

RESULTS OF OPERATIONS - (CONTINUED)


         Other operating revenue of the Upstream Segment included $2.7 million
of revenue related to documentation and other services to support customer's
trading activity at Midland, Texas, and Cushing, Oklahoma. Such revenues were
added to the Partnership's business on July 20, 2000, with the acquired ARCO
assets.

         Costs and expenses, excluding expenses associated with purchases of
crude oil and petroleum products, increased $8.5 million during the quarter
ended March 31, 2001, compared with the prior year quarter, comprised of a $6.2
million increase in operating, general and administrative expenses, a $1.3
million increase in depreciation and amortization expense, a $0.8 million
increase in taxes - other than income taxes, and a $0.3 million increase in
operating fuel and power expense. The increase in operating, general and
administrative expenses was primarily attributable to operating expenses of the
acquired assets, increased labor related costs and increased general and
administrative supplies and services expense. The increases in depreciation and
amortization expense, taxes - other than income taxes, and operating fuel and
power expense were primarily attributable to assets acquired subsequent to the
first quarter of 2000.

         Net income of the Upstream Segment included $5.2 million of equity
earnings in Seaway, which was added to the Partnership's business on July 20,
2000, with the acquired ARCO assets.

         Interest expense increased $7.5 million for the quarter ended March 31,
2001, compared with the prior year quarter, primarily due to interest expense on
the term loan and revolving credit facilities used to finance the acquisition of
acquired assets.

FINANCIAL CONDITION AND LIQUIDITY

         Net cash from operations for the quarter ended March 31, 2001, totaled
$22.6 million, comprised of $35.6 million of income before charges for
depreciation and amortization, partially offset by $13.0 million of cash used
for working capital changes. Net cash from operations for the quarter ended
March 31, 2000, totaled $28.8 million, comprised of $32.1 million of income
before charges for depreciation and amortization, partially offset by $3.3
million of cash used for working capital changes. Net cash from operations for
the three months ended March 31, 2001 and 2000 included interest payments of
$26.7 million and $13.8 million, respectively.

         Cash flows used in investing activities during the first three months
of 2001 was comprised of $20.0 million for the purchase of assets from UDS on
March 1, 2001, $10.9 million of capital expenditures, and $2.9 million of cash
contributions for the Partnership's interest in the Centennial joint venture.
These uses of cash were partially offset by $1.3 million of cash received from
the sale of vehicles and $1.0 million received on matured cash investments. Cash
flows used in investing activities during the first three months of 2000 was
comprised of $18.0 million of capital expenditures.

         The Partnership estimates that capital expenditures, excluding
acquisitions, for 2001 will be approximately $72 million (which includes $3
million of capitalized interest). Approximately $46 million is expected to be
used to expand the Partnership's capacity to support the receipt connection
point with Centennial at Beaumont, Texas, and delivery location at Creal
Springs, Illinois. Approximately one-half of the remaining amount is expected
to be used for revenue-generating projects, with the remaining amount to be used
for life-cycle replacements and upgrading current facilities.

         On July 14, 2000, the Partnership entered into a $75 million term loan
and a $475 million revolving credit facility. On July 21, 2000, the Partnership
borrowed $75 million under the term loan and $340 million under the revolving
credit facility. The funds were used to finance the acquisition of the ARCO
assets and to refinance existing credit facilities, other than the Senior Notes.
The term loan was repaid from proceeds received from the issuance of additional
Limited Partner Units on October 25, 2000. The revolving facility has a three
year maturity. The interest rate is based on the Partnership's option of either
the lender's base rate plus a spread, or LIBOR plus a spread in effect at the
time of the borrowings. The credit agreements contain restrictive financial
covenants that require the Partnership to maintain a minimum level of partners'
capital as well as maximum debt-to-EBITDA (earnings before interest expense,
income tax expense and depreciation and amortization expense) and minimum




                                       19
<PAGE>   20

FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)


fixed charge coverage ratios. At March 31, 2001, $413 million was outstanding
under the revolving credit facility at a weighted average interest rate of 6.4%.

         On April 6, 2001, the Partnership's $475 million revolving credit
agreement was amended to permit borrowings up to $500 million and to allow for
letters of credit up to $20 million. The term of the revised credit agreement
was extended to April 6, 2004. Additionally, on April 6, 2001, the Partnership
entered into a 364-day, $200 million revolving credit agreement. The interest
rate on this agreement will be based on the Partnership's option of either the
lender's base rate plus a spread, or LIBOR plus a spread.

         The Partnership paid the fourth quarter 2000 cash distribution of $24.0
million ($0.525 per Limited Partner Unit and Class B Unit) on February 2,
2001. On April 20, 2001, the Partnership declared a cash distribution of $0.525
per Limited Partner Unit and Class B Unit for the three months ended March 31,
2001. The distribution was paid on May 4, 2001 to Unitholders of record on
April 30, 2001.

         On February 6, 2001, the Partnership completed the issuance of 2.0
million Limited Partner Units at $25.50 per Unit. The net proceeds from the
offering totaled approximately $48.5 million and was used to reduce borrowings
under the revolving credit facility. On March 6, 2001, 250,000 Units were issued
in connection with the over-allotment provision of the offering on February 6,
2001. Proceeds from the Units issued from the over-allotment totaled $6.1
million. The offerings brought the total number of Limited Partner and Class B
Units outstanding to 38.9 million as of March 6, 2001.

         During the first quarter of 2001, Pennzoil-Quaker State Company
("Pennzoil") announced the sale of its Shreveport, Louisiana, refinery. As a
result of the sale, it is anticipated that the refinery will stop refined
products production. Effective April 1, 2001, Pennzoil and the Downstream
Segment negotiated a settlement to terminate a long-term transportation
agreement from the Shreveport origin point on the Downstream Segment's pipeline
system. The terms of the settlement will result in income of approximately $18.9
million during the second quarter of 2001. The termination of the contract is
expected to result in a loss of transportation revenue of approximately $7.7
million during 2001. The Partnership is evaluating various alternatives related
to the reduced receipt volumes including making required system changes to allow
for reversed product flow to make deliveries into the Shreveport market area.
The Partnership has evaluated the impact of the contract termination on the
related transportation assets in accordance with SFAS 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and
does not expect the contract termination to result in an impairment of the
carrying value of the related transportation assets.

         During the second quarter of 2001, the Partnership expects to issue
fixed-rate debt securities with a maturity of ten years. The proceeds from the
anticipated transaction are expected to be used to pay down a portion of the
principal amounts under current revolving credit agreements. In connection with
the proposed offering, the Partnership has entered into forward treasury lock
transactions to partially hedge its exposure to interest rate increases. The
treasury lock agreements were based on a total notional amount of $400 million.
On April 10, 2001, $200 million of the notional amount of the treasury lock
agreements were terminated with a realized gain of $1.1 million, which has been
included in other comprehensive income and will be amortized into interest
expense over the term of the debt.

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 its operations 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



                                       20
<PAGE>   21
OTHER MATTERS - (CONTINUED)


laws and regulations will have a material adverse effect on its financial
position, results of 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 is expected to 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 has
accrued $0.5 million at March 31, 2001 for future costs of the remediation
program for the Seymour terminal. In the opinion of the Company, the completion
of the remediation program will not have a material adverse impact on the
Partnership's financial condition, results of operations or liquidity.

         The Partnership received a compliance order from the Louisiana
Department of Environmental Quality ("DEQ") during 1994 relative to potential
environmental contamination at the Partnership's Arcadia, Louisiana facility,
which may be attributable to the operations of the Partnership and adjacent
petroleum terminals of other companies. The Partnership and all adjacent
terminals have been assigned to the Groundwater Division of DEQ, in which a
consolidated plan will be developed. The Partnership has finalized a negotiated
Compliance Order with DEQ that will allow the Partnership to continue with a
remediation plan similar to the one previously agreed to by DEQ and implemented
by the Company. In the opinion of the General Partner, the completion of the
remediation program being proposed by the Partnership will not have a future
material adverse impact on the Partnership.

         On October 16, 2000 the Partnership received a settlement notice from
ARCO for payment of a net aggregate amount of approximately $12.9 million in
post-closing adjustments related to the purchase of the ARCO assets. A large
portion of the requested adjustment relates to ARCO's indemnity for payment of
accrued income taxes. The Partnership is disputing a substantial portion of the
adjustments. The Partnership does not believe that payment of any amount
ultimately determined would have a material adverse impact on the Partnership's
financial condition and results of operations.

         On May 11, 1999, the Downstream Segment filed an application with the
FERC requesting permission to charge market-based rates for substantially all
refined products transportation tariffs. Along with its application for
market-based rates, the Downstream Segment filed a petition for waiver pending
the FERC's determination on its application for market-based rates, of the
requirements that would otherwise have been imposed by the FERC's regulations
requiring the Downstream Segment to reduce its rates in conformity with the PPI
Index. On June 30, 1999, the FERC granted the waiver stating that it was
temporary in nature and that the Downstream Segment would be required to make
refunds, with interest, of all amounts collected under rates in excess of the
PPI Index ceiling level after July 1, 1999, if the Downstream Segment's
application for market-based rates was ultimately denied. As a result of the
refund obligation potential, the Partnership has deferred all revenue
recognition of rates charged in excess of the PPI Index. On March 31, 2001, the
amount deferred for possible rate refund, including interest totaled
approximately $2.6 million.

         On July 31, 2000, the FERC issued an order granting the Downstream
Segment market-based rates in certain markets and set for hearing the Downstream
Segment's application for market-based rates in the Little Rock, Arkansas;
Shreveport-Arcadia, Louisiana; Cincinnati-Dayton, Ohio; and Memphis, Tennessee,
destination markets and the Shreveport, Louisiana, origin market. After the
matter was set for hearing, the Downstream Segment and the protesting shippers
entered into a settlement agreement resolving their respective differences. On
January 9, 2001, the presiding Administrative Law Judge assigned to the hearing
determined that the offer of settlement provided resolution of issues set for
hearing in the Downstream Segment pending case in a fair and reasonable manner
and in the public interest and certified the offer of settlement. On April 25,
2001, the FERC issued an order approving the offer of settlement.




                                       21
<PAGE>   22
OTHER MATTERS - (CONTINUED)


         As a result of the FERC approval of the settlement, the Downstream
Segment will withdraw the application for market-based rates to the Little Rock,
Arkansas, destination market and the Arcadia, Louisiana, destination in the
Shreveport-Arcadia, Louisiana, destination market. The Downstream Segment also
has agreed to recalculate rates to these destination markets to conform with the
PPI Index from July 1, 1999, and make appropriate refunds. The refund obligation
under the settlement as of March 31, 2001, was $1.0 million. As a result of the
settlement, the Downstream Segment will recognize approximately $1.6 million of
previously deferred transportation revenue in the second quarter of 2001.

         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 2000 Annual Report on Form 10-K and other filings made
by the Partnership with the Securities and Exchange Commission.

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. Risk management policies have been established by the
Risk Management Committee to monitor and control these market risks. The Risk
Management Committee is comprised of senior executives of the Company.

         At March 31, 2001, the Downstream Segment 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"). At
March 31, 2001, the estimated fair value of the Senior Notes was approximately
$391 million.

         From time to time, the Partnership has utilized and expects to continue
to utilize derivative financial instruments with respect to a portion of its
interest rate risks and its crude oil marketing activities to achieve a more
predictable cash flow by reducing its exposure to interest rate and crude oil
price fluctuations. These transactions generally are swaps and forwards and are
entered into with major financial institutions or commodities trading
institutions. Derivative financial instruments used in the Partnership's
Upstream Segment are intended to reduce the Partnership's exposure to
fluctuations in the market price of crude oil, while derivative financial
instruments related to the Partnership's interest rate risks are intended to
reduce the Partnership's exposure to increases in the benchmark interest rates
underlying the Partnership's variable rate revolving credit facility. Through
December 31, 2000, gains and losses from financial instruments used in the
Partnership's Upstream Segment have been recognized in revenues for the periods
to which the derivative financial instruments relate and gain and losses from
its interest rate financial instruments have been recognized in interest expense
for the periods to which the derivative financial instrument relate.



                                       22
<PAGE>   23

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - (CONTINUED)


         Adoption of SFAS 133 at January 1, 2001 resulted in the recognition of
$10.1 million of derivative liabilities, $4.1 million of which are included in
current liabilities and $6.0 million of which are included in other noncurrent
liabilities on the Partnership's balance sheet, and $10.1 million of hedging
losses included in accumulated other comprehensive loss, a component of
Partners' capital, as the cumulative effect of the change in accounting
principle. The hedging losses included in accumulated other comprehensive loss
will be transferred to earnings as the forecasted transactions actually occur.
Approximately $4.1 million of the loss included in accumulated other
comprehensive loss as of January 1, 2001 is anticipated to be transferred into
earnings over the next twelve months. The cumulative effect of the accounting
change had no effect on the Partnership's net income or its earnings per Unit
amounts for the quarter ended March 31, 2001. Amounts were determined as of
January 1, 2001 based on quoted market values, the Partnership's portfolio of
derivative instruments, and the Partnership's measurement of hedge
effectiveness.

         As of March 31, 2001, the Upstream Segment had open positions on
certain speculative option contracts. During the three months ended March 31,
2001, a loss of $13,000 was recognized on such contracts.

         Also as of March 31, 2001, the Partnership had in place an interest
rate swap agreement to hedge its exposure to increases in the benchmark interest
rate underlying the variable rate revolving credit facilities. The swap
agreement is based on a notional amount of $250 million. Under the swap
agreement, the Partnership pays a fixed rate of interest of 7.17% and receives a
floating rate based on a three month USD LIBOR rate. The interest rate swap is
designated as a cash flow hedge, therefore, the changes in fair value, to the
extent the swap is effective, are recognized in other comprehensive income until
the hedged interest costs are recognized in earnings. During the quarter ended
March 31, 2001, the Partnership recognized $0.8 million in losses, included in
interest expense, on the interest rate swap attributable to interest costs
occurring in the first quarter of 2001. No gain or loss from ineffectiveness was
required to be recognized. The fair value of the interest rate swap agreement
was a loss of approximately $13.7 million at March 31, 2001. Approximately $6.1
million (inclusive of the $4.1 million related to the cumulative effect of the
accounting change not yet recognized) of such amount is anticipated to be
transferred into earnings over the next twelve months.

         During the first quarter of 2001, the Partnership executed three
treasury rate lock agreements to hedge its exposure to increases in the treasury
rate that will be used to establish the fixed interest rate for the debt
offering that is probable to occur in the second quarter of 2001. The treasury
rate lock agreements are based on notional amounts of $200 million, $100 million
and $100 million. Under the treasury rate lock agreements, the Partnership pays
a fixed rate of interest of 5.0%, 4.9% and 4.8%, respectively, and receives a
floating rate based on the three month treasury rate. The treasury rate locks
are designated as cash flow hedges, therefore, the changes in fair value, to the
extent the treasury rate locks are effective, are recognized in other
comprehensive income until the actual debt offering occurs. Upon completion of
the debt offering, the realized gain or loss on the treasury rate locks will be
amortized out of accumulated other comprehensive income into interest expense
over the life of the debt obligation. The fair value of the three treasury rate
locks was a gain of approximately $1.3 million at March 31, 2001.




                                       23
<PAGE>   24

                           PART II. OTHER INFORMATION

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

         (a)      Exhibits:

         Exhibit
         Number            Description

         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 3.5 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 4.3 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).

         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,



                                       24
<PAGE>   25

EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

                           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+             Duke Energy Corporation Executive Savings Plan (Filed
                           as Exhibit 10.7 to the Partnership's Form 10-K
                           (Commission File No. 1-10403) for the year ended
                           December 31, 1999 and incorporated herein by
                           reference).

         10.8+             Duke Energy Corporation Executive Cash Balance Plan
                           (Filed as Exhibit 10.8 to the Partnership's Form 10-K
                           (Commission File No. 1-10403) for the year ended
                           December 31, 1999 and incorporated herein by
                           reference).

         10.9+             Duke Energy Corporation Retirement Benefit
                           Equalization Plan (Filed as Exhibit 10.9 to the
                           Partnership's Form 10-K (Commission File No. 1-10403)
                           for the year ended December 31, 1999 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+            Texas Eastern Products Pipeline Company 1994 Long
                           Term Incentive Plan, Amendment 1, effective January
                           16, 1995 (Filed as Exhibit 10.12 to Form 10-Q of
                           TEPPCO Partners, L.P. (Commission File No. 1-10403)
                           for the quarter ended June 30, 1999 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             Contribution Agreement between Duke Energy Transport
                           and Trading Company and TEPPCO Partners, L.P., dated
                           October 15, 1998 (Filed as Exhibit 10.16 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).

         10.15             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 10.17 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).

         10.16             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 10.19 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+            Form of Employment Agreement between the Company and
                           Ernest P. Hagan, Thomas R. Harper, David L. Langley,
                           Charles H. Leonard and James C. Ruth, dated December
                           1, 1998 (Filed as Exhibit 10.20 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).

         10.18             Agreement Between Owner and Contractor between TE
                           Products Pipeline Company, Limited Partnership and
                           Eagleton Engineering Company, dated February 4, 1999
                           (Filed as Exhibit 10.21 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 1999 and incorporated herein
                           by reference).

         10.19             Services and Transportation Agreement between TE
                           Products Pipeline Company, Limited Partnership and
                           Fina Oil and Chemical Company, BASF Corporation and
                           BASF Fina



                                       25
<PAGE>   26

EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)


                           Petrochemical Limited Partnership, dated February 9,
                           1999 (Filed as Exhibit 10.22 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 1999 and incorporated herein
                           by reference).

         10.20             Call Option Agreement, dated February 9, 1999 (Filed
                           as Exhibit 10.23 to Form 10-Q of TEPPCO Partners,
                           L.P. (Commission File No. 1-10403) for the quarter
                           ended March 31, 1999 and incorporated herein by
                           reference).

         10.21+            Texas Eastern Products Pipeline Company Retention
                           Incentive Compensation Plan, effective January 1,
                           1999 (Filed as Exhibit 10.24 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 1999 and incorporated herein
                           by reference).

         10.22+            Form of Employment and Non-Compete Agreement between
                           the Company and J. Michael Cockrell effective January
                           1, 1999 (Filed as Exhibit 10.29 to Form 10-Q of
                           TEPPCO Partners, L.P. (Commission File No. 1-10403)
                           for the quarter ended September 30, 1999 and
                           incorporated herein by reference).

         10.23+            Texas Eastern Products Pipeline Company Non-employee
                           Directors Unit Accumulation Plan, effective April 1,
                           1999 (Filed as Exhibit 10.30 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended September 30, 1999 and incorporated
                           herein by reference).

         10.24+            Texas Eastern Products Pipeline Company Non-employee
                           Directors Deferred Compensation Plan, effective
                           November 1, 1999 (Filed as Exhibit 10.31 to Form 10-Q
                           of TEPPCO Partners, L.P. (Commission File No.
                           1-10403) for the quarter ended September 30, 1999 and
                           incorporated herein by reference).

         10.25+            Texas Eastern Products Pipeline Company Phantom Unit
                           Retention Plan, effective August 25, 1999 (Filed as
                           Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P.
                           (Commission File No. 1-10403) for the quarter ended
                           September 30, 1999 and incorporated herein by
                           reference).

         10.26             Credit Agreement between TEPPCO Partners, L.P.,
                           SunTrust Bank, and Certain Lenders, dated July 14,
                           2000 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended June 30, 2000 and incorporated herein
                           by reference).

         10.27             Amended and Restated Purchase Agreement By and
                           Between Atlantic Richfield Company and Texas Eastern
                           Products Pipeline Company With Respect to the Sale of
                           ARCO Pipeline Company, dated as of May 10, 2000.
                           (Filed as Exhibit 2.1 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 2000 and incorporated herein
                           by reference).

         10.28+            Texas Eastern Products Pipeline Company, LLC 2000
                           Long Term Incentive Plan, Amendment and Restatement,
                           effective January 1, 2000 (Filed as Exhibit 10.28 to
                           Form 10-K of TEPPCO Partners, L.P. (Commission File
                           No. 1-10403) for the year ended December 31, 2000 and
                           incorporated herein by reference).

         10.29+            TEPPCO Supplemental Benefit Plan, effective April 1,
                           2000 (Filed as Exhibit 10.29 to Form 10-K of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           year ended December 31, 2000 and incorporated herein
                           by reference).

        *10.30+            Employment Agreement with Barry R. Pearl.

        *10.31             Amended and Restated Credit Agreement among TEPPCO
                           Partners, L. P. as Borrower, SunTrust Bank as
                           Administrative Agent and LC Issuing Bank, and Certain
                           Lenders, dated as of April 6, 2001 ($500,000,000
                           Revolving Facility).

        *10.32             Credit Agreement among TEPPCO Partners, L. P. as
                           Borrower, SunTrust Bank as Administrative Agent, and
                           Certain Lenders, dated as of April 6, 2001
                           ($200,000,000 Revolving Facility).

         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).

----------



                                       26
<PAGE>   27

EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)


                  *  Filed herewith.

                  +  A management contract or compensation plan or arrangement.

         (b)       Reports on Form 8-K filed during the quarter ended March 31,
                   2001:

                           Report dated January 18, 2001, on Form 8-K was filed
                           on January 24, 2001, pursuant to Item 5. of such
                           form.

                           Report dated January 31, 2001, on Form 8-K was filed
                           on February 5, 2001, pursuant to Item 5. of such
                           form.

                                   SIGNATURES

         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,
                                          LLC, as General Partner

                                                 /s/ WILLIAM L. THACKER
                                                 ------------------------
                                                   William L. Thacker
                                                 Chief Executive Officer

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

Date:  May 9, 2001





                                       27
<PAGE>   28
                                INDEX TO EXHIBIT


<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 3.5 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 4.3 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).

         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).
</TABLE>
<PAGE>   29
<TABLE>

<S>              <C>

         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+             Duke Energy Corporation Executive Savings Plan (Filed
                           as Exhibit 10.7 to the Partnership's Form 10-K
                           (Commission File No. 1-10403) for the year ended
                           December 31, 1999 and incorporated herein by
                           reference).

         10.8+             Duke Energy Corporation Executive Cash Balance Plan
                           (Filed as Exhibit 10.8 to the Partnership's Form 10-K
                           (Commission File No. 1-10403) for the year ended
                           December 31, 1999 and incorporated herein by
                           reference).

         10.9+             Duke Energy Corporation Retirement Benefit
                           Equalization Plan (Filed as Exhibit 10.9 to the
                           Partnership's Form 10-K (Commission File No. 1-10403)
                           for the year ended December 31, 1999 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+            Texas Eastern Products Pipeline Company 1994 Long
                           Term Incentive Plan, Amendment 1, effective January
                           16, 1995 (Filed as Exhibit 10.12 to Form 10-Q of
                           TEPPCO Partners, L.P. (Commission File No. 1-10403)
                           for the quarter ended June 30, 1999 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             Contribution Agreement between Duke Energy Transport
                           and Trading Company and TEPPCO Partners, L.P., dated
                           October 15, 1998 (Filed as Exhibit 10.16 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).

         10.15             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 10.17 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).

         10.16             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 10.19 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+            Form of Employment Agreement between the Company and
                           Ernest P. Hagan, Thomas R. Harper, David L. Langley,
                           Charles H. Leonard and James C. Ruth, dated December
                           1, 1998 (Filed as Exhibit 10.20 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).

         10.18             Agreement Between Owner and Contractor between TE
                           Products Pipeline Company, Limited Partnership and
                           Eagleton Engineering Company, dated February 4, 1999
                           (Filed as Exhibit 10.21 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 1999 and incorporated herein
                           by reference).

         10.19             Services and Transportation Agreement between TE
                           Products Pipeline Company, Limited Partnership and
                           Fina Oil and Chemical Company, BASF Corporation and
                           BASF Fina
</TABLE>




<PAGE>   30
<TABLE>
<S>                        <C>
                           Petrochemical Limited Partnership, dated February 9,
                           1999 (Filed as Exhibit 10.22 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 1999 and incorporated herein
                           by reference).

         10.20             Call Option Agreement, dated February 9, 1999 (Filed
                           as Exhibit 10.23 to Form 10-Q of TEPPCO Partners,
                           L.P. (Commission File No. 1-10403) for the quarter
                           ended March 31, 1999 and incorporated herein by
                           reference).

         10.21+            Texas Eastern Products Pipeline Company Retention
                           Incentive Compensation Plan, effective January 1,
                           1999 (Filed as Exhibit 10.24 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 1999 and incorporated herein
                           by reference).

         10.22+            Form of Employment and Non-Compete Agreement between
                           the Company and J. Michael Cockrell effective January
                           1, 1999 (Filed as Exhibit 10.29 to Form 10-Q of
                           TEPPCO Partners, L.P. (Commission File No. 1-10403)
                           for the quarter ended September 30, 1999 and
                           incorporated herein by reference).

         10.23+            Texas Eastern Products Pipeline Company Non-employee
                           Directors Unit Accumulation Plan, effective April 1,
                           1999 (Filed as Exhibit 10.30 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended September 30, 1999 and incorporated
                           herein by reference).

         10.24+            Texas Eastern Products Pipeline Company Non-employee
                           Directors Deferred Compensation Plan, effective
                           November 1, 1999 (Filed as Exhibit 10.31 to Form 10-Q
                           of TEPPCO Partners, L.P. (Commission File No.
                           1-10403) for the quarter ended September 30, 1999 and
                           incorporated herein by reference).

         10.25+            Texas Eastern Products Pipeline Company Phantom Unit
                           Retention Plan, effective August 25, 1999 (Filed as
                           Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P.
                           (Commission File No. 1-10403) for the quarter ended
                           September 30, 1999 and incorporated herein by
                           reference).

         10.26             Credit Agreement between TEPPCO Partners, L.P.,
                           SunTrust Bank, and Certain Lenders, dated July 14,
                           2000 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended June 30, 2000 and incorporated herein
                           by reference).

         10.27             Amended and Restated Purchase Agreement By and
                           Between Atlantic Richfield Company and Texas Eastern
                           Products Pipeline Company With Respect to the Sale of
                           ARCO Pipeline Company, dated as of May 10, 2000.
                           (Filed as Exhibit 2.1 to Form 10-Q of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           quarter ended March 31, 2000 and incorporated herein
                           by reference).

         10.28+            Texas Eastern Products Pipeline Company, LLC 2000
                           Long Term Incentive Plan, Amendment and Restatement,
                           effective January 1, 2000 (Filed as Exhibit 10.28 to
                           Form 10-K of TEPPCO Partners, L.P. (Commission File
                           No. 1-10403) for the year ended December 31, 2000 and
                           incorporated herein by reference).

         10.29+            TEPPCO Supplemental Benefit Plan, effective April 1,
                           2000 (Filed as Exhibit 10.28 to Form 10-K of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           year ended December 31, 2000 and incorporated herein
                           by reference).

        *10.30+            Employment Agreement with Barry R. Pearl.

        *10.31             Amended and Restated Credit Agreement among TEPPCO
                           Partners, L. P. as Borrower, SunTrust Bank as
                           Administrative Agent and LC Issuing Bank, and Certain
                           Lenders, dated as of April 6, 2001 ($500,000,000
                           Revolving Facility).

        *10.32             Credit Agreement among TEPPCO Partners, L. P. as
                           Borrower, SunTrust Bank as Administrative Agent, and
                           Certain Lenders, dated as of April 6, 2001
                           ($200,000,000 Revolving Facility).

         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).
</TABLE>

----------




<PAGE>   31


                  *  Filed herewith.

                  + A management contract or compensation plan or arrangement.