<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, 2000

                          COMMISSION FILE NO. 1-10403

                             TEPPCO PARTNERS, L.P.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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



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

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


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

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



<PAGE>   2

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              TEPPCO PARTNERS, L.P.

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       MARCH 31,      DECEMBER 31,
                                                                         2000             1999
                                                                     ------------     ------------
                                                                      (UNAUDITED)

<S>                                                                  <C>              <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents ....................................     $     45,045     $     32,593
  Short-term investments .......................................            1,475            1,475
  Accounts receivable, trade ...................................          243,273          205,766
  Inventories ..................................................           12,029           16,766
  Other ........................................................            6,997            6,409
                                                                     ------------     ------------
     Total current assets ......................................          308,819          263,009
                                                                     ------------     ------------
Property, plant and equipment, at cost (Net of accumulated
  depreciation and amortization of $227,985 and $220,467) ......          731,164          720,919
Investments ....................................................            5,241            5,242
Intangible assets ..............................................           34,448           34,926
Other assets ...................................................           17,078           17,277
                                                                     ------------     ------------
     Total assets ..............................................     $  1,096,750     $  1,041,373
                                                                     ============     ============

                        LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable and accrued liabilities .....................     $    241,964     $    201,660
  Accounts payable, general partner ............................            4,398            4,741
  Accrued interest .............................................            6,735           13,297
  Other accrued taxes ..........................................            7,920            8,822
  Other ........................................................           12,331           14,972
                                                                     ------------     ------------
     Total current liabilities .................................          273,348          243,492
                                                                     ------------     ------------
Senior Notes ...................................................          389,761          389,753
Other long-term debt ...........................................           86,000           66,000
Other liabilities and deferred credits .........................            2,914            3,073
Minority interest ..............................................            3,488            3,429
Redeemable Class B Units held by related party .................          106,367          105,859
Partners' capital:
  General partner's interest ...................................            2,152              657
  Limited partners' interests ..................................          232,720          229,110
                                                                     ------------     ------------
     Total partners' capital ...................................          234,872          229,767
                                                                     ------------     ------------
     Total liabilities and partners' capital ...................     $  1,096,750     $  1,041,373
                                                                     ============     ============
</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,
                                                                             2000              1999
                                                                         ------------      ------------
<S>                                                                      <C>               <C>
Operating revenues:
  Sales of crude oil and petroleum products ........................     $    682,785      $    222,374
  Transportation - Refined products ................................           28,030            25,596
  Transportation - LPGs ............................................           23,117            26,595
  Transportation - Crude oil and NGLs ..............................            4,129             2,566
  Mont Belvieu operations ..........................................            4,471             2,897
  Other -  net .....................................................            8,160             6,062
                                                                         ------------      ------------
    Total operating revenues .......................................          750,692           286,090
                                                                         ------------      ------------

Costs and expenses:
  Purchases of crude oil and petroleum products ....................          677,413           216,697
  Operating, general and administrative ............................           24,234            21,213
  Operating fuel and power .........................................            7,513             6,893
  Depreciation and amortization ....................................            8,247             8,139
  Taxes - other than income taxes ..................................            2,518             2,679
                                                                         ------------      ------------
    Total costs and expenses .......................................          719,925           255,621
                                                                         ------------      ------------

     Operating income ..............................................           30,767            30,469

Interest expense ...................................................           (8,434)           (7,542)
Interest costs capitalized .........................................            1,010               142
Other income - net .................................................              782               541
                                                                         ------------      ------------

Income before minority interest ....................................           24,125            23,610
Minority interest ..................................................             (244)             (238)
                                                                         ------------      ------------

     Net income ....................................................     $     23,881      $     23,372
                                                                         ============      ============

Net income allocated to Limited Partner Unitholders ................     $     17,533      $     18,496
Net income allocated to Class B Unitholder .........................            2,368             2,497
Net income allocated to General Partner ............................            3,980             2,379
                                                                         ------------      ------------
     Total net income allocated ....................................     $     23,881      $     23,372
                                                                         ============      ============

Basic and diluted net income per Limited Partner and Class B Unit ..     $       0.60      $       0.64
                                                                         ============      ============

Weighted average Limited Partner and Class B Units outstanding .....           32,917            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,
                                                                               2000              1999
                                                                           ------------      ------------
<S>                                                                        <C>               <C>
Cash flows from operating activities:
  Net income .........................................................     $     23,881      $     23,372
  Adjustments to reconcile net income to cash provided by
   operating activities:
     Depreciation and amortization ...................................            8,247             8,139
     Equity in loss (income) of affiliate ............................              (78)               74
     Decrease (increase) in accounts receivable, trade ...............          (37,507)           24,068
     Decrease (increase) in inventories ..............................            4,737            (1,577)
     Decrease (increase) in other current assets .....................             (588)            1,232
     Increase (decrease) in accounts payable and accrued expenses ....           29,856           (43,786)
     Other ...........................................................              222              (715)
                                                                           ------------      ------------
          Net cash provided by operating activities ..................           28,770            10,807
                                                                           ------------      ------------

Cash flows from investing activities:
  Proceeds from cash investments .....................................               --             3,000
  Purchases of cash investments ......................................               --            (1,235)
  Purchase of crude oil system .......................................               --            (2,250)
  Capital expenditures ...............................................          (18,013)          (11,851)
                                                                           ------------      ------------
          Net cash used in investing activities ......................          (18,013)          (12,336)
                                                                           ------------      ------------

Cash flows from financing activities:
  Proceeds from term loan ............................................           20,000                --
  Distributions ......................................................          (18,305)          (15,991)
                                                                           ------------      ------------
          Net cash provided by (used in) financing activities ........            1,695           (15,991)
                                                                           ------------      ------------

Net increase (decrease) in cash and cash equivalents .................           12,452           (17,520)

Cash and cash equivalents at beginning of period .....................           32,593            47,423
                                                                           ------------      ------------
Cash and cash equivalents at end of period ...........................     $     45,045      $     29,903
                                                                           ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Interest paid during the period (net of capitalized interest) ........     $     13,835      $     14,182
                                                                           ============      ============
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.




                                       4
<PAGE>   5

                              TEPPCO PARTNERS, L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  ORGANIZATION AND BASIS OF PRESENTATION

         TEPPCO Partners, L.P. (the "Partnership"), a Delaware limited
partnership, was formed in March 1990. The Partnership operates through TE
Products Pipeline Company, Limited Partnership (the "Products OLP") and TCTM,
L.P. (the "Crude Oil OLP"). Collectively the Products OLP and the Crude Oil OLP
are referred to as "the Operating Partnerships." The Partnership owns a 99%
interest as the sole limited partner interest in both the Products OLP and the
Crude Oil OLP.

         On March 31, 2000, Texas Eastern Products Pipeline Company, a Delaware
corporation and general partner of the Partnership and the Operating
Partnerships, was reorganized 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,
LLC ("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
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, 2000, and the results of operations and cash
flows for the periods presented. The results of operations for the three months
ended March 31, 2000, are not necessarily indicative of results of operations
for the full year 2000. 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, 1999. Certain amounts from the prior year have been
reclassified to conform to current presentation.

         The Partnership operates in two industry segments: refined products and
liquefied petroleum gases ("LPGs") transportation, and crude oil and natural gas
liquids ("NGLs") transportation and marketing. The Partnership's reportable
segments offer different products and services and are managed separately
because each requires different business strategies. The 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 and Class B Units outstanding (a total of 32,916,547 Units as of
March 31, 2000 and 1999). 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 6. Cash Distributions). The General Partner was allocated
$4.0 million (representing 16.67%) and $2.4 million (representing 10.18%) of net
income for the three months ended March 31, 2000, and 1999, 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, 2000 and 1999, the denominator was
increased by 19,457 Units and 28,572 Units, respectively.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
This statement establishes standards for and disclosures of derivative
instruments and hedging activities. In July 1999, the FASB issued SFAS No. 137
to delay the effective date of SFAS No. 133 until fiscal years beginning after
June 15, 2000. The Partnership expects to adopt this standard effective January
1, 2001. The Partnership has not determined the impact of this statement on its
financial condition and results of operations.

NOTE 3. INVESTMENTS

SHORT-TERM INVESTMENTS

         The Partnership routinely invests cash in liquid short-term investments
as part of its cash management program. Investments with maturities at date of
purchase of 90 days or less are considered cash equivalents. At March 31, 2000,
short-term investments included $1.5 million of investment-grade corporate
notes, which mature within one year. All short-term investments are classified
as held-to-maturity securities and are stated at amortized cost. The aggregate
fair value of such securities approximates amortized cost at March 31, 2000.

LONG-TERM INVESTMENTS

         At March 31, 2000, the Partnership had $5.2 million invested in
investment-grade corporate notes, which have varying maturities through 2004.
These securities are classified as held-to-maturity securities and are stated at
amortized cost. The aggregate fair value of such securities approximates
amortized cost at March 31, 2000.

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,
                                                               2000             1999
                                                           ------------     ------------

<S>                                                        <C>              <C>
    Gasolines ........................................     $      1,532     $      3,270
    Propane ..........................................              168              223
    Butanes ..........................................               58              605
    Fuel oil .........................................              200              386
    Crude oil ........................................            4,528            6,627
    Other products ...................................            2,075            2,301
    Materials and supplies ...........................            3,468            3,354
                                                           ------------     ------------
              Total ..................................     $     12,029     $     16,766
                                                           ============     ============
</TABLE>

         The costs of inventories were lower than market at March 31, 2000, and
December 31, 1999.



                                       6
<PAGE>   7

                              TEPPCO PARTNERS, L.P.

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


NOTE 5. LONG TERM DEBT

SENIOR NOTES

         On January 27, 1998, the Products OLP completed the issuance of $180
million principal amount of 6.45% Senior Notes due 2008, and $210 million
principal amount of 7.51% Senior Notes due 2028 (collectively the "Senior
Notes"). The 6.45% Senior Notes due 2008 are not subject to redemption prior to
January 15, 2008. The 7.51% Senior Notes due 2028 may be redeemed at any time
after January 15, 2008, at the option of the Products OLP, in whole or in part,
at a premium.

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

OTHER LONG TERM DEBT

         In connection with the purchase of fractionation assets from DEFS as of
March 31, 1998, TEPPCO Colorado received a $38 million bank loan from SunTrust
Bank ("SunTrust"). The SunTrust loan bears interest at a rate of 6.53%, which is
payable quarterly. The principal balance of the loan is payable in full on April
21, 2001. The Products OLP is guarantor on the loan.

         On May 17, 1999, the Products OLP entered into a $75 million term loan
agreement to finance construction of three new pipelines between the
Partnership's terminal in Mont Belvieu, Texas and Port Arthur, Texas. The loan
agreement has a term of five years. SunTrust is the administrator of the loan.
At March 31, 2000, $45 million was outstanding under the term loan agreement.
Principal will be paid quarterly as follows, with the remaining principal
balance payable on May 17, 2004.

<TABLE>
<CAPTION>
          QUARTERLY PERIODS ENDING               PAYMENT AMOUNT
          ------------------------               --------------
<S>                                              <C>
        June 2001 through March 2002             $2.50 million
        June 2002 through March 2003             $3.75 million
        June 2003 through March 2004             $5.00 million
</TABLE>

         The interest rate for the $75 million term loan is based on the
borrower's option of either SunTrust's prime rate, the federal funds rate or
LIBOR rate in effect at the time of the borrowings and is adjusted monthly,
bimonthly, quarterly or semi-annually. Interest is payable quarterly from the
time of borrowing. The weighted average interest rate for amounts outstanding
under the term loan at March 31, 2000 was 7.36%.

         Both the $38 million term loan and the $75 million term loan with
SunTrust contain restrictive financial covenants that require the Products OLP
to maintain a minimum level of partners' capital as well as debt-to-earnings,
interest coverage and capital expenditure coverage ratios. At March 31, 2000,
the Products OLP was in compliance with all financial covenants related to these
loan agreements.




                                       7
<PAGE>   8


                              TEPPCO PARTNERS, L.P.

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


WORKING CAPITAL FACILITIES

         On May 17, 1999, the Products OLP entered into a $25 million revolving
credit agreement and TEPPCO Crude Oil, LLC ("TCO") entered into a $30 million
revolving credit agreement. SunTrust is the administrative agent on both
revolving credit agreements. The $25 million revolving credit agreement has a
five year term and the $30 million revolving credit agreement has a three year
term. The interest rate on both agreements is based on the borrower's option of
either SunTrust's prime rate, the federal funds rate or LIBOR rate in effect at
the time of the borrowings and is payable quarterly. Interest rates are adjusted
monthly, bimonthly, quarterly or semi-annually. The Products OLP has not made
any borrowings under this revolving credit facility. TCO had $3 million
principal amount outstanding under its revolving credit agreement as of March
31, 2000.

         The revolving credit agreements with SunTrust contain restrictive
financial covenants that require the Products OLP and the Crude Oil OLP to
maintain a minimum level of partners' capital as well as debt-to-earnings,
interest coverage and capital expenditure coverage ratios. At March 31, 2000,
the Operating Partnerships were in compliance with all financial covenants
related to these loan agreements.

NOTE 6. CASH DISTRIBUTIONS

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

<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 quarters ended March 31, 2000 and 1999 (in thousands, except per Unit
amounts).

<TABLE>
<CAPTION>
                                                                                     QUARTER ENDED MARCH 31,
                                                                                    -------------------------
                                                                                       2000           1999
                                                                                    ----------     ----------

<S>                                                                                 <C>            <C>
    Limited Partner Units .....................................................     $   13,775     $   13,050
    1% General Partner Interest ...............................................            158            144
    General Partner Incentive .................................................          2,327          1,467
                                                                                    ----------     ----------
          Total Partners' Capital Cash Distributions ..........................         16,260         14,661
    Class B Units .............................................................          1,860          1,169
    Minority Interest .........................................................            185            161
                                                                                    ----------     ----------
          Total Cash Distributions Paid .......................................     $   18,305     $   15,991
                                                                                    ==========     ==========

    Total Cash Distributions Paid Per Unit ....................................     $    0.475     $    0.450
                                                                                    ==========     ==========
</TABLE>



                                       8
<PAGE>   9

                              TEPPCO PARTNERS, L.P.

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


         The above table includes the fourth quarter 1998 pro rata cash
distribution paid on February 5, 1999, to the Class B Limited Partner Units for
the 61-day period from the issuance on November 1, 1998. On April 14, 2000, the
Partnership declared a cash distribution of $0.50 per Limited Partner Unit and
Class B Unit for the quarter ended March 31, 2000. The distribution was paid on
May 5, 2000, to Unitholders of record on April 28, 2000. The distribution
increase to $0.50 per Unit increases the quarterly distribution payment to
approximately $20.0 million, which includes the General Partner incentive
distribution.

NOTE 7. SEGMENT DATA

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

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

         The Crude Oil OLP gathers, stores, transports and markets crude oil
principally in Oklahoma, Texas and the Rocky Mountain region; operates two
trunkline NGL pipelines in South Texas; and distributes lube oils and specialty
chemicals to industrial and commercial accounts. The Crude Oil OLP's gathering,
transportation and storage assets include approximately 2,400 miles of pipeline
and 1.6 million barrels of storage.

         The below table includes interim financial information by business
segment as of and for the quarters ended March 31, 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                    PRODUCTS         CRUDE OIL
2000                                                  OLP               OLP           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
                                                  ============      ============      ============

Identifiable 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>





                                       9
<PAGE>   10

                              TEPPCO PARTNERS, L.P.

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


<TABLE>
<CAPTION>
                                                    PRODUCTS         CRUDE OIL
1999                                                  OLP               OLP           CONSOLIDATED
----                                              ------------      ------------      ------------

<S>                                               <C>               <C>               <C>
Unaffiliated revenues .......................     $     61,150      $    224,940      $    286,090
Operating expenses, including power .........           26,189           221,293           247,482
Depreciation and amortization expense .......            6,763             1,376             8,139
                                                  ------------      ------------      ------------
      Operating income ......................           28,198             2,271            30,469
Interest expense, net .......................           (7,394)               (6)           (7,400)
Other income, net ...........................              187               116               303
                                                  ------------      ------------      ------------
      Net income ............................     $     20,991      $      2,381      $     23,372
                                                  ============      ============      ============

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

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

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

NOTE 8. CONTINGENCIES

         In the fall of 1999, the Company and the Partnership became involved in
a lawsuit 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), 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 Complaint, 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. Furthermore, the plaintiffs are seeking compensatory, punitive and
treble damages. The Company has filed an Answer to the Complaint, denying the
allegations, as well as various other motions. This case is in the early stages
of discovery and is not covered by insurance. The Company is defending itself
vigorously against this lawsuit. The Partnership cannot estimate the loss, if
any, associated with this pending lawsuit.

         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, 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



                                       10
<PAGE>   11

                              TEPPCO PARTNERS, L.P.

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


issued, the Partnership will enter into an Agreed Order for the continued
operation and maintenance of the program. The Partnership has accrued $1.2
million at March 31, 2000 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.

         Tariff rates of interstate oil pipeline companies are currently
regulated by the FERC, primarily through an index methodology, whereby a
pipeline company is allowed to change its rates based on the change from year to
year in the Producer Price Index for finished goods less 1% ("PPI Index"). In
the alternative, interstate oil pipeline companies may elect to support rate
filings by using a cost-of-service methodology, competitive market showings
("Market Based Rates") or agreements between shippers and the oil pipeline
company that the rate is acceptable ("Settlement Rates").

         In May 1999, the Products OLP filed an application with the FERC to
charge Market Based Rates for substantially all refined products transportation
tariffs. Such application is currently under review by the FERC. The FERC
approved a request of the Products OLP waiving the requirement to adjust refined
products transportation tariffs pursuant to the PPI Index while its Market Based
Rates application is under review. Under the PPI Index, refined products
transportation rates in effect on June 30, 1999 would have been reduced by
approximately 1.83% effective July 1, 1999. If any portion of the Market Based
Rates application is denied by the FERC, the Products OLP has agreed to refund,
with interest, amounts collected after June 30, 1999, under the tariff rates in
excess of the PPI Index. As a result of the refund obligation potential, the
Partnership has deferred all revenue recognition of rates charged in excess of
the PPI Index. At March 31, 2000, the amount deferred for possible rate refunds,
including interest, totaled approximately $1.2 million.

         In July 1999, certain shippers filed protests with the FERC on the
Products OLP's application for Market Based Rates in four destination markets.
The Partnership believes it will prevail in a competitive market determination
in those destination markets under protest.

         Substantially all of the petroleum products transported and stored by
the Partnership are owned by the Partnership's customers. At March 31, 2000, the
Partnership had approximately 10.4 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.

NOTE 9. CURRENT DEVELOPMENTS

         In March 2000, the Partnership, CMS Energy Corporation and Marathon
Ashland Petroleum LLC announced an agreement to form a limited liability company
that will own and operate an interstate refined petroleum products pipeline
extending from the upper Texas Gulf Coast to Illinois. Each of the companies
will own a one-third interest in the limited liability company. The
Partnership's participation in this joint venture is in lieu of its previously
announced expansion plan to construct a new pipeline from Beaumont, Texas, to
Little Rock, Arkansas. The Partnership recognized $0.9 million of expense in
March 2000 to write-off project evaluation costs related to the abandoned
construction plan.

         The limited liability company will build a 70-mile, 24-inch diameter
pipeline connecting the Partnership's facility in Beaumont, Texas, with the
start of an existing 720-mile, 26-inch diameter pipeline extending from
Longville, Louisiana, to Bourbon, Illinois. The pipeline, which has been named
Centennial Pipeline, will pass through portions of Texas, Louisiana, Arkansas,
Mississippi, Tennessee, Kentucky and Illinois. CMS Panhandle Pipe Line
Companies, which owns the existing 720-mile pipeline, has made a filing with the
FERC to take the line



                                       11
<PAGE>   12

                              TEPPCO PARTNERS, L.P.

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


out of natural gas service as part of the regulatory process. Conversion of the
pipeline to refined products service is expected to be completed by the end of
2001. The Centennial Pipeline will intersect the Partnership's existing mainline
near Lick Creek, Illinois, where a new two million barrel refined petroleum
products storage terminal will be built.

         In May 2000, the Company signed a definitive agreement to acquire
certain assets of ARCO Pipe Line Company ("ARCO"), a wholly owned subsidiary of
Atlantic Richfield Company, for $318.5 million. The purchase includes ARCO's
interest in a crude oil transportation pipeline from the Texas Gulf Coast to
Cushing, Oklahoma, Mid-continent crude distribution services, and crude oil
terminal facilities. This purchase agreement replaced a previously announced
definitive agreement signed in March 2000 to acquire the stock of ARCO for $355
million, which included ARCO's interest in a refined products transportation
pipeline from the Texas Gulf Coast to Cushing. The transaction is expected to
be accounted for under the purchase method for accounting purposes. The
purchase is expected to close during the second quarter of 2000, however, it is
contingent upon the satisfaction of regulatory requirements. The Company is
currently evaluating financing alternatives of the purchase, including external
borrowing and the issuance of additional limited partner Units.

         Under the proposed transaction, the Company will acquire ARCO's
50-percent ownership interest in Seaway Pipeline Company's ("Seaway") 500-mile,
30-inch diameter pipeline that carries mostly imported crude oil from a marine
terminal at Freeport, Texas, to Cushing. The line has a capacity of 350,000
barrels per day. The Partnership will assume ARCO's role as operator of Seaway.
The Company will also acquire: (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 400-mile, 24-inch diameter, crude oil pipeline from West Texas to
Houston, and the Basin Pipeline, a 416-mile, crude oil pipeline running from
Jal, New Mexico, through Midland to Cushing, both of which will be 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.


                                       12
<PAGE>   13

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 2000 and 1999 interim consolidated financial statements and
accompanying notes presented in Item 1. Material period-to-period variances in
the consolidated statements of income are discussed under "Results of
Operations." The "Financial Condition and Liquidity" section analyzes cash flows
and financial position. Discussion included in "Other Matters" addresses key
trends, future plans and contingencies. Throughout these discussions, management
addresses items that are reasonably likely to materially affect future liquidity
or earnings.

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

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

         The Crude Oil OLP segment is involved in the transportation,
aggregation and marketing of crude oil, NGLs, lube oils and specialty chemicals.
Revenues are earned from the gathering, storage, transportation and marketing of
crude oil, NGLs, 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 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.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                               QUARTER ENDED MARCH 31,
                                                            -----------------------------
                                                                2000             1999
                                                            ------------     ------------
<S>                                                         <C>              <C>
Operating revenues:
    Refined Products and LPGs Transportation ..........     $     63,778     $     61,150
    Crude Oil and NGLs Transportation and Marketing ...          686,914          224,940
                                                            ------------     ------------
       Total operating revenues .......................          750,692          286,090
                                                            ------------     ------------

Operating income:
   Refined Products and LPGs Transportation ...........           28,338           28,198
   Crude Oil and NGLs Transportation and Marketing ....            2,429            2,271
                                                            ------------     ------------
       Total operating income .........................           30,767           30,469
                                                            ------------     ------------

Net income:
    Refined Products and LPGs Transportation ..........           21,421           20,991
    Crude Oil and NGLs Transportation and Marketing ...            2,460            2,381
                                                            ------------     ------------
      Total net income ................................     $     23,881     $     23,372
                                                            ------------     ------------
</TABLE>




                                       13
<PAGE>   14

RESULTS OF OPERATIONS - (CONTINUED)

         For the quarter ended March 31, 2000, the Partnership reported net
income of $23.9 million, compared with net income of $23.4 million for the first
quarter of 1999. The $0.5 million increase in net income resulted primarily from
a $2.6 million increase in operating revenues of the refined products and LPGs
transportation segment and a $1.3 million increase in margin contributed by the
crude oil and NGLs transportation and marketing segment. These increases were
partially offset by a $3.0 million increase in operating, general and
administrative expenses and a $0.6 million increase in operating fuel and power
expense. See discussion below of factors affecting net income for the
comparative periods by business segment.

REFINED PRODUCTS AND LPGS TRANSPORTATION SEGMENT

   Volume and average tariff information for 2000 and 1999 is presented below:

<TABLE>
<CAPTION>
                                                                        QUARTER ENDED
                                                                          MARCH 31,                 PERCENTAGE
                                                              --------------------------------       INCREASE
                                                                  2000                1999          (DECREASE)
                                                              ------------        ------------     ------------
<S>                                                           <C>                 <C>              <C>
         VOLUMES DELIVERED
         (in thousands of barrels)
               Refined products                                     29,613              28,155                5%
               LPGs                                                 11,693              13,172              (11%)
               Mont Belvieu operations                               7,072               6,885                3%
                                                              ------------        ------------     ------------
                   Total                                            48,378              48,212               --
                                                              ============        ============     ============

         AVERAGE TARIFF PER BARREL
               Refined products                               $       0.95(a)     $       0.91                4%
               LPGs                                                   1.98                2.02               (2%)
               Mont Belvieu operations                                0.16                0.16               --
                   Average system tariff per barrel           $       1.08        $       1.11               (3%)
                                                              ============        ============     ============
</TABLE>

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


         Refined products transportation revenues increased $2.4 million for the
quarter ended March 31, 2000, compared with the prior-year quarter, as a result
of a 5% increase in volumes delivered and a 4% increase in the refined products
average tariff per barrel. The increase in volumes delivered was primarily
attributable to increased deliveries of motor fuel in the upper Midwest due to
favorable Gulf Coast differentials and lower production at competing Midwest
refineries. Additionally, jet fuel volumes delivered increased as a result of
continued strong demand for air travel in the Midwest. The increase in the
refined products average tariff per barrel was primarily attributable to a
higher percentage of longer-haul volumes delivered in the upper Midwest market
areas, partially offset by the 1.83% general tariff reduction pursuant to the
Producer Price Index for finished goods less 1% ("PPI Index"), effective July 1,
1999. The Partnership deferred recognition of approximately $0.4 million of
revenue during the first quarter of 2000 with respect to potential refund
obligations for rates charged in excess of the PPI Index. See further discussion
regarding Market Based Rates included in "Other Matters."

         LPGs transportation revenues decreased $3.5 million for the quarter
ended March 31, 2000, compared with the first quarter of 1999, due primarily to
lower propane volumes delivered. Propane deliveries in Midwest and Northeast
market areas decreased 26% and 10%, respectively, from the prior year as a
result of warmer winter weather during the first quarter of 2000. These
decreases were partially offset by a 12% increase in propane deliveries along
the upper Texas Gulf Coast as a result of increased petrochemical demand. The
decrease in the LPGs average tariff per barrel reflects the decreased percentage
of longer-haul transportation volumes delivered during the first quarter of
2000.

         Revenues generated from Mont Belvieu operations increased $1.6 million
during the quarter ended March 31, 2000, compared with the first quarter of
1999, as a result of increased contract storage revenue. Other operating



                                       14
<PAGE>   15

RESULTS OF OPERATIONS - (CONTINUED)


revenues increased $2.1 million during the quarter ended March 31, 2000,
compared with the prior year quarter, due primarily to higher gains on the sale
of product inventory.

         Costs and expenses increased $2.5 million for the quarter ended March
31, 2000, compared with the first quarter of 1999, due primarily to a $2.0
million increase in operating, general and administrative expenses and a $0.7
million increase in operating fuel and power expense, partially offset by a $0.2
million decrease in taxes - other than income taxes. The increase in operating,
general and administrative expenses was due primarily to $0.9 million of expense
to write-off project evaluation costs; a $0.4 million accrual related to
environmental remediation at the Partnership's Seymour, Indiana, terminal;
increased labor and benefits expenses; and increased contract labor and
consulting services. The write-off of project evaluation costs resulted from the
announcement in March 2000 of the Partnership's abandonment of its plan to
construct a pipeline from Beaumont, Texas, to Little Rock, Arkansas, in favor of
participation in the Centennial Pipeline ("Centennial") joint venture with CMS
Energy Corporation and Marathon Ashland Petroleum LLC. Each partner in the
Centennial joint venture will own a one-third interest in a 790-mile pipeline
system from the Texas Gulf Cost to the Midwest. The increase in operating fuel
and power expense resulted from increased refined products transportation
volumes delivered, which generally require more power to transport than LPGs
volumes. The decrease in taxes - other than income resulted from revisions to
previous years' estimated property tax accruals.

         Interest expense increased $0.8 million during the first quarter of
2000, compared with the first quarter of 1999, due to interest expense on the
term loan to finance construction of the pipelines between Mont Belvieu and Port
Arthur, Texas. At March 31, 2000, $45 million has been borrowed on the term
loan. Capitalized interest increased $0.9 million during the first quarter 2000,
compared with the first quarter of 1999, as a result of higher balances
associated with construction-in-progress of the new pipelines between Mont
Belvieu and Port Arthur.

CRUDE OIL AND NGLS TRANSPORTATION AND MARKETING SEGMENT

         Margin and volume information for the three months ended March 31, 2000
and 1999 is presented below:

<TABLE>
<CAPTION>
                                                                 QUARTER ENDED
                                                                    MARCH 31,                PERCENTAGE
                                                          -----------------------------       INCREASE
                                                              2000             1999          (DECREASE)
                                                          ------------     ------------     ------------
<S>                                                       <C>              <C>              <C>
         Margins (dollars in thousands):
                  Crude oil transportation ..........     $      4,866     $      4,297               13%
                  Crude oil marketing ...............            2,250            1,997               13%
                  NGL transportation ................            1,759            1,406               25%
                  Lubrication oil sales .............              626              543               15%
                                                          ------------     ------------     ------------
                 Total margin .......................     $      9,501     $      8,243               15%
                                                          ============     ============     ============

         Barrels per day:
                  Crude oil transportation ..........           95,897           90,535                6%
                  Crude oil marketing ...............          269,678          239,174               13%
                  NGL transportation ................           13,344           10,779               24%

         Lubrication oil volume (total gallons): ....        2,303,340        1,958,916               18%

         Margin per barrel:
                  Crude oil transportation ..........     $      0.558     $      0.527                6%
                  Crude oil marketing ...............     $      0.092     $      0.093               (1%)
                  NGL transportation ................     $      1.449     $      1.449               --

         Lubrication oil margin (per gallon): .......     $      0.272     $      0.277               (2%)
</TABLE>



                                       15
<PAGE>   16

RESULTS OF OPERATIONS - (CONTINUED)


         Net income attributable to the crude oil transportation and marketing
segment totaled $2.5 million for the quarter ended March 31, 2000, compared with
net income of $2.4 million for the first quarter of 1999. The increase in net
income was primarily attributable to a $1.3 million increase in margin, largely
offset by a $1.0 million increase in operating, general and administrative
expenses and a $0.1 million increase in charges for depreciation and
amortization. Margin is a more meaningful measure of financial performance than
operating revenues and operating expenses due to the significant fluctuations in
revenues and expense caused by the level of marketing activity. Margin is
calculated as revenues generated from crude oil and lube oil sales and crude oil
and NGLs transportation less the cost of crude oil and lube oil purchases.

         The $1.3 million increase in margin during the first quarter of 2000,
compared with the first quarter of 1999, was comprised of a $0.6 million
increase in crude oil transportation, a $0.4 million increase in NGL
transportation and a $0.3 million increase in crude oil marketing activity. The
increase in crude oil transportation margin was primarily attributable to
increased volumes on the South Texas system coupled with higher transportation
rates. The increase in the NGL transportation margin was primarily due to
measurement gains on the Dean Pipeline. The increase in crude oil marketing
margin resulted from higher volumes marketed and increased prices received on
prompt sales at the Cushing, Oklahoma crude oil hub.

         Operating, general and administrative expenses increased $1.0 million
during the first quarter of 2000, compared with the first quarter of 1999, due
primarily to increased contract labor and consulting costs for general and
administrative purposes, increased labor and benefits costs, and higher
maintenance costs on the NGL pipelines.

FINANCIAL CONDITION AND LIQUIDITY

         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. This compares with cash flows from operations of $10.8
million for the first quarter of 1999, which was comprised of $31.5 million of
income before charges for depreciation and amortization, partially offset by
$20.7 million of cash used for working capital changes. The decrease in cash
used for working capital changes during the first quarter of 2000, as compared
with the first quarter of 1999, resulted primarily from timing of payments
related to crude oil marketing activity and lower inventory balances at March
31, 2000. Net cash from operations for the quarters ended March 31, 2000 and
1999, included interest payments related to the Senior Notes and term loans of
$14.8 million and $14.3 million, respectively.

         Cash flows used in investing activities during the first quarter of
2000 was comprised of $18.0 million of capital expenditures. Cash flows used in
investing activities during the first quarter of 1999 included $11.9 million of
capital expenditures, $2.3 million for the purchase of a 125-mile crude oil
system in Southeast Texas, and $1.2 million of additional cash investments.
These decreases of cash were partially offset by $3.0 million of proceeds from
maturities of cash investments. During the first quarter of 2000 and 1999,
capital expenditures included $10.4 million and $7.1 million, respectively, for
construction of three new pipelines between the Partnership's terminal in Mont
Belvieu, Texas and Port Arthur, Texas. The project includes three 12-inch
diameter common-carrier pipelines and associated facilities. Each pipeline will
be approximately 70 miles in length. Upon completion, the new pipelines will
transport ethylene, propylene and natural gasoline. The anticipated completion
date is the fourth quarter of 2000. The Partnership has entered into an
agreement for turnkey construction of the pipelines and related facilities and
has separately entered into agreements for guaranteed throughput commitments.
The cost of this project is expected to total approximately $74.5 million.

         The Partnership estimates that capital expenditures for 2000 will total
approximately $82 million (which includes $4 million of capitalized interest).
Approximately $31 million is expected to be used to complete construction of the
three new pipelines between Mont Belvieu and Port Arthur and approximately $10
million will be used to replace seven pipelines under the Houston Ship Channel
as required by the United States Army Corp of Engineers for the deepening of the
channel. Approximately $14 million of the remaining amount is expected to be



                                       16
<PAGE>   17

FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)

used for the Products OLP and $23 million is expected to be used for the Crude
Oil OLP. Substantially all remaining expenditures related to the Products OLP
are expected to be used for life-cycle replacements and upgrading current
facilities. Approximately $17 million of planned expenditures of the Crude Oil
OLP are expected to be used in revenue-generating projects, with the remaining
$6 million being used for life-cycle replacements and upgrading current
facilities.

         The Partnership paid the fourth quarter 1999 cash distribution of $18.3
million ($0.475 per Limited Partner Unit and Class B Unit) on February 4, 2000.
Additionally, on April 14, 2000, the Partnership declared a cash distribution of
$0.50 per Limited Partner Unit and Class B Unit for the three months ended March
31, 2000, which increased the annualized distribution to $2.00 per Unit. The
distribution was paid on May 5, 2000 to Unitholders of record on April 28, 2000.
The distribution increase will raise the quarterly distribution payment to
approximately $20.0 million, which includes the General Partner incentive
distribution (see Note 6).

OTHER MATTERS

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

         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 $1.2 million at March 31, 2000 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.

         Tariff rates of interstate oil pipeline companies are currently
regulated by the FERC, primarily through an index methodology, whereby a
pipeline company is allowed to change its rates based on the change from year to
year in the Producer Price Index for finished goods less 1% ("PPI Index"). In
the alternative, interstate oil pipeline companies may elect to support rate
filings by using a cost-of-service methodology, competitive market showings
("Market Based Rates") or agreements between shippers and the oil pipeline
company that the rate is acceptable ("Settlement Rates").

         In May 1999, the Products OLP filed an application with the FERC to
charge Market Based Rates for substantially all refined products transportation
tariffs. Such application is currently under review by the FERC. The FERC
approved a request of the Products OLP waiving the requirement to adjust refined
products transportation tariffs pursuant to the PPI Index while its Market Based
Rates application is under review. Under the PPI Index, refined products
transportation rates in effect on June 30, 1999 would have been reduced by
approximately 1.83% effective July 1, 1999. If any portion of the Market Based
Rates application is denied by the FERC, the Products OLP has agreed to refund,
with interest, amounts collected after June 30, 1999, under the tariff rates in
excess of the PPI Index. As a result of the refund obligation potential, the
Partnership has deferred all



                                       17
<PAGE>   18

OTHER MATTERS - (CONTINUED)

revenue recognition of rates charged in excess of the PPI Index. At March 31,
2000, the amount deferred for possible rate refunds, including interest, totaled
approximately $1.2 million.

         In July 1999, certain shippers filed protests with the FERC on the
Products OLP's application for Market Based Rates in four destination markets.
The Partnership believes it will prevail in a competitive market determination
in those destination markets under protest.

         Effective July 1, 1999, the Products OLP established Settlement Rates
with certain shippers of LPGs under which the rates in effect on June 30, 1999,
would not be adjusted for a period of either two or three years. Other LPGs
transportation tariff rates were reduced pursuant to the PPI Index
(approximately 1.83%), effective July 1, 1999. Effective July 1, 1999, the
Products OLP canceled its tariff for deliveries of MTBE into the Chicago market
area reflecting reduced demand for transportation of MTBE into such area. The
MTBE tariffs were canceled with the consent of MTBE shippers and resulted in
increased pipeline capacity and tankage available for other products.

         In February 2000, the Partnership and Louis Dreyfus Plastics
Corporation ("Louis Dreyfus") announced a joint development alliance whereby the
Partnership's Mont Belvieu petroleum liquids storage and transportation shuttle
system services will be marketed by Louis Dreyfus. The alliance will expand
services to the upper Texas Gulf Coast energy marketplace. The alliance is a
service-oriented, fee-based venture with no commodity trading.

         In March 2000, the Partnership, CMS Energy Corporation and Marathon
Ashland Petroleum LLC announced an agreement to form a limited liability company
that will own and operate an interstate refined petroleum products pipeline
extending from the upper Texas Gulf Coast to Illinois. Each of the companies
will own a one-third interest in the limited liability company. The
Partnership's participation in this joint venture is in lieu of its previously
announced expansion plan to construct a new pipeline from Beaumont, Texas, to
Little Rock, Arkansas. The Partnership recognized $0.9 million of expense in
March 2000 to write-off project evaluation costs related to the abandoned
construction plan.

         The limited liability company will build a 70-mile, 24-inch diameter
pipeline connecting the Partnership's facility in Beaumont, Texas, with the
start of an existing 720-mile, 26-inch diameter pipeline extending from
Longville, Louisiana, to Bourbon, Illinois. The pipeline, which has been named
Centennial Pipeline, will pass through portions of Texas, Louisiana, Arkansas,
Mississippi, Tennessee, Kentucky and Illinois. CMS Panhandle Pipe Line
Companies, which owns the existing 720-mile pipeline, has made a filing with the
FERC to take the line out of natural gas service as part of the regulatory
process. Conversion of the pipeline to refined products service is expected to
be completed by the end of 2001. The Centennial Pipeline will intersect the
Partnership's existing mainline near Lick Creek, Illinois, where a new two
million barrel refined petroleum products storage terminal will be built.

         In May 2000, the Company signed a definitive agreement to acquire
certain assets of ARCO Pipe Line Company ("ARCO"), a wholly owned subsidiary of
Atlantic Richfield Company, for $318.5 million. The purchase includes ARCO's
interest in a crude oil transportation pipeline from the Texas Gulf Coast to
Cushing, Oklahoma, Mid-continent crude distribution services, and crude oil
terminal facilities. This purchase agreement replaced a previously announced
definitive agreement signed in March 2000 to acquire the stock of ARCO for $355
million, which included ARCO's interest in a refined products transportation
pipeline from the Texas Gulf Coast to Cushing. The transaction is expected to be
accounted for under the purchase method for accounting purposes. The purchase is
expected to close during the second quarter of 2000, however, it is contingent
upon the satisfaction of regulatory requirements. The Company is currently
evaluating financing alternatives of the purchase, including external borrowing
and the issuance of additional limited partner Units.

         Under the proposed transaction, the Company will acquire ARCO's
50-percent ownership interest in Seaway Pipeline Company's ("Seaway") 500-mile,
30-inch diameter pipeline that carries mostly imported crude oil from a marine
terminal at Freeport, Texas, to Cushing. The line has a capacity of 350,000
barrels per day. The




                                       18
<PAGE>   19

OTHER MATTERS - (CONTINUED)

Partnership will assume ARCO's role as operator of Seaway. The Company will also
acquire: (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 400-mile, 24-inch
diameter, crude oil pipeline from West Texas to Houston, and the Basin Pipeline,
a 416-mile, crude oil pipeline running from Jal, New Mexico, through Midland to
Cushing, both of which will be 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 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 1999 Annual Report on Form 10-K.





                                       19
<PAGE>   20

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

         The Partnership mitigates exposure to commodity price fluctuations by
maintaining a balanced position between crude oil purchases and sales. As a
hedging strategy to manage crude oil price fluctuations, the Partnership enters
into futures contracts on the New York Mercantile Exchange, and makes limited
use of other derivative instruments. It is the Partnership's general policy not
to acquire crude oil futures contracts or other derivative products for the
purpose of speculating on price changes, however, the Partnership may take
limited speculative positions to capitalize on crude oil price fluctuations. Any
contracts held for trading purposes or speculative positions are accounted for
using the mark-to-market method. Under this methodology, contracts are adjusted
to market value, and the gains and losses are recognized in current period
income. 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 Partnership. Market risks
associated with commodity derivatives were not material at March 31, 2000.

         At March 31, 2000, the Products OLP had outstanding $180 million
principal amount of 6.45% Senior Notes due 2008, and $210 million principal
amount of 7.51% Senior Notes due 2028 (collectively the "Senior Notes").
Additionally, the Products OLP had a $38 million bank loan outstanding from
SunTrust Bank. The SunTrust loan bears interest at a fixed rate of 6.53% and is
payable in full in April 2001. At March 31, 2000, the estimated fair value of
the Senior Notes and the SunTrust loan was approximately $338.5 million and
$37.5 million, respectively.

         At March 31, 2000, the Products OLP had $45 million outstanding under a
variable interest rate term loan and the Crude Oil OLP had $3 million
outstanding under its revolving credit agreement. The interest rates for these
credit facilities are based on the borrower's option of either SunTrust Bank's
prime rate, the federal funds rate or LIBOR rate in effect at the time of the
borrowings and is adjusted monthly, bimonthly, quarterly or semi-annually.
Utilizing the balances of variable interest rate debt outstanding at March 31,
2000, and assuming market interest rates increase 100 basis points, the
potential annual increase in interest expense is approximately $0.5 million.




                                       20
<PAGE>   21

                           PART II. OTHER INFORMATION

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


         (a)      Exhibits:

                  Exhibit
                  Number                    Description

                 *2.1      Amended and Restated Purchase Agreement by and
                           between Atlantic Richfield Company and Texas Eastern
                           Products Pipeline Company, LLC with respect to the
                           sale of ARCO Pipe Line Company dated as of May 10,
                           2000.

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

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

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

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

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

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

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

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

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

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

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

                 10.4      Texas Eastern Products Pipeline Company Management
                           Incentive Compensation Plan executed on January 30,
                           1992 (Filed as Exhibit 10 to Form 10-Q of TEPPCO
                           Partners,



                                       21
<PAGE>   22

                           PART II. OTHER INFORMATION

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


                           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).

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

                  10.15    First Amendment to Credit Agreement between TEPPCO
                           Colorado, LLC, SunTrust Bank, Atlanta, and Certain
                           Lenders, effective June 29, 1998 (Filed as Exhibit
                           10.15 to Form 10-Q of TEPPCO Partners, L.P.
                           (Commission File No. 1-10403) for the quarter ended
                           June 30, 1998 and incorporated herein by reference).

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

                  10.17    Guaranty Agreement by Duke Energy Natural Gas
                           Corporation for the benefit of TEPPCO Partners, L.P.,
                           dated November 30, 1998, effective November 1, 1998
                           (Filed as



                                       22
<PAGE>   23

                           PART II. OTHER INFORMATION

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


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

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

                  10.19    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 3.3 to Form 10-K of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           year ended December 31, 1998 and incorporated herein
                           by reference).

                  10.20    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).

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

                  10.22    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).

                  10.23    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).

                  10.24    Credit Agreement between TE Products Pipeline
                           Company, Limited Partnership, SunTrust Bank, Atlanta,
                           and Certain Lenders, dated May 17, 1999 (Filed as
                           Exhibit 10.26 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).

                  10.25    Credit Agreement between TEPPCO Crude Oil, LLC,
                           SunTrust Bank, Atlanta, and Certain Lenders, dated
                           May 17, 1999 (Filed as Exhibit 10.27 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).

                  10.26    Second Amendment to Credit Agreement between TEPPCO
                           Colorado, LLC, SunTrust Bank, Atlanta, and Certain
                           Lenders, effective May 17, 1999 (Filed as Exhibit
                           10.28 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).

                  10.27    Form of Employment and Non-Compete Agreement between
                           the Company and Samuel N. Brown, J. Michael Cockrell,
                           William S. Dickey, and Sharon S. Stratton 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).

                  10.28    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).



                                       23
<PAGE>   24

                           PART II. OTHER INFORMATION

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


                  10.29    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).

                  10.30    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).

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

                  *27      Financial Data Schedule as of and for the three
                           months ended March 31, 2000.

         --------------------

                  *  Filed herewith.

         (b)      Reports on Form 8-K filed during the quarter ended March 31,
                  2000: None.


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

                                    SIGNATURE

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


                                  TEPPCO Partners, L.P.
                                  (Registrant)

                                  By:  Texas Eastern Products Pipeline Company,
                                       General Partner



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




Date:  May 15, 2000




                                       24
<PAGE>   25

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                 EXHIBIT
                 NUMBER                    DESCRIPTION
                 -------                   -----------

<S>                        <C>
                 *2.1      Amended and Restated Purchase Agreement by and
                           between Atlantic Richfield Company and Texas Eastern
                           Products Pipeline Company, LLC with respect to the
                           sale of ARCO Pipe Line Company dated as of May 10,
                           2000.

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

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

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

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

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

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

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

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

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

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

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

                 10.4      Texas Eastern Products Pipeline Company Management
                           Incentive Compensation Plan executed on January 30,
                           1992 (Filed as Exhibit 10 to Form 10-Q of TEPPCO
                           Partners,
</TABLE>


<PAGE>   26


<TABLE>
<S>                        <C>
                           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).

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

                  10.15    First Amendment to Credit Agreement between TEPPCO
                           Colorado, LLC, SunTrust Bank, Atlanta, and Certain
                           Lenders, effective June 29, 1998 (Filed as Exhibit
                           10.15 to Form 10-Q of TEPPCO Partners, L.P.
                           (Commission File No. 1-10403) for the quarter ended
                           June 30, 1998 and incorporated herein by reference).

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

                  10.17    Guaranty Agreement by Duke Energy Natural Gas
                           Corporation for the benefit of TEPPCO Partners, L.P.,
                           dated November 30, 1998, effective November 1, 1998
                           (Filed as
</TABLE>


<PAGE>   27


<TABLE>
<S>                        <C>
                           Exhibit 3.3 to Form 10-K of TEPPCO Partners, L.P.
                           (Commission File No. 1-10403) for the year ended
                           December 31, 1998 and incorporated herein by
                           reference).

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

                  10.19    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 3.3 to Form 10-K of TEPPCO
                           Partners, L.P. (Commission File No. 1-10403) for the
                           year ended December 31, 1998 and incorporated herein
                           by reference).

                  10.20    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).

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

                  10.22    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).

                  10.23    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).

                  10.24    Credit Agreement between TE Products Pipeline
                           Company, Limited Partnership, SunTrust Bank, Atlanta,
                           and Certain Lenders, dated May 17, 1999 (Filed as
                           Exhibit 10.26 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).

                  10.25    Credit Agreement between TEPPCO Crude Oil, LLC,
                           SunTrust Bank, Atlanta, and Certain Lenders, dated
                           May 17, 1999 (Filed as Exhibit 10.27 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).

                  10.26    Second Amendment to Credit Agreement between TEPPCO
                           Colorado, LLC, SunTrust Bank, Atlanta, and Certain
                           Lenders, effective May 17, 1999 (Filed as Exhibit
                           10.28 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).

                  10.27    Form of Employment and Non-Compete Agreement between
                           the Company and Samuel N. Brown, J. Michael Cockrell,
                           William S. Dickey, and Sharon S. Stratton 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).

                  10.28    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).
</TABLE>


<PAGE>   28


<TABLE>
<S>                        <C>
                  10.29    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).

                  10.30    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).

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

                  *27      Financial Data Schedule as of and for the three
                           months ended March 31, 2000.
</TABLE>

         --------------------

                  *  Filed herewith.