<PAGE>

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

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

                                   FORM 10-Q

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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       OR

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

      FOR THE TRANSITION PERIOD FROM                  TO

                         COMMISSION FILE NUMBER 1-4101

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

                         TENNESSEE GAS PIPELINE COMPANY
             (Exact Name of Registrant as Specified in its Charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      74-1056569
         (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)

               EL PASO BUILDING
            1001 LOUISIANA STREET
                HOUSTON, TEXAS                                     77002
   (Address of Principal Executive Offices)                      (Zip Code)
</Table>

       Registrant's Telephone Number, Including Area Code: (713) 420-2600

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

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Common stock, par value $5 per share. Shares outstanding on November 6,
2001: 208

     TENNESSEE GAS PIPELINE COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTION
H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED
DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.

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

                        PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         TENNESSEE GAS PIPELINE COMPANY

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                         QUARTER ENDED       NINE MONTHS ENDED
                                                         SEPTEMBER 30,         SEPTEMBER 30,
                                                         --------------      -----------------
                                                         2001      2000      2001        2000
                                                         ----      ----      -----       -----
<S>                                                      <C>       <C>       <C>         <C>
Operating revenues.....................................  $156      $179      $540        $560
                                                         ----      ----      ----        ----
Operating expenses
  Operation and maintenance............................    57        53       169         177
  Depreciation, depletion and amortization.............    32        33        98         102
  Taxes, other than income taxes.......................     9        11        34          34
                                                         ----      ----      ----        ----
                                                           98        97       301         313
                                                         ----      ----      ----        ----
Operating income.......................................    58        82       239         247
                                                         ----      ----      ----        ----
Other income
  Earnings from unconsolidated affiliates..............     2         2        10           8
  Other, net...........................................     2         2         6           7
                                                         ----      ----      ----        ----
                                                            4         4        16          15
                                                         ----      ----      ----        ----
Income before interest and income taxes................    62        86       255         262
                                                         ----      ----      ----        ----
Non-affiliated interest and debt expense...............    27        28        84          89
Affiliated interest income, net........................    --        (1)       --         (15)
Income taxes...........................................    15        19        56          62
                                                         ----      ----      ----        ----
                                                           42        46       140         136
                                                         ----      ----      ----        ----
Net income.............................................  $ 20      $ 40      $115        $126
                                                         ====      ====      ====        ====
</Table>

                            See accompanying notes.

                                        1
<PAGE>

                         TENNESSEE GAS PIPELINE COMPANY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN MILLIONS, EXCEPT SHARE AMOUNTS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2001            2000
                                                              -------------   ------------
<S>                                                           <C>             <C>
                                          ASSETS

Current assets
  Cash and cash equivalents.................................     $    4          $    4
  Accounts and notes receivable, net
    Customer................................................        124             210
    Affiliates..............................................        128              60
    Other...................................................        110              98
  Materials and supplies....................................         22              19
  Other.....................................................         22              26
                                                                 ------          ------
         Total current assets...............................        410             417
                                                                 ------          ------
Property, plant and equipment, at cost......................      2,807           2,612
Less accumulated depreciation, depletion and amortization...        415             347
                                                                 ------          ------
                                                                  2,392           2,265
Additional acquisition cost assigned to utility plant,
  net.......................................................      2,276           2,292
                                                                 ------          ------
         Total property, plant and equipment, net...........      4,668           4,557
                                                                 ------          ------
Other assets
  Investments in unconsolidated affiliates..................        152             135
  Other.....................................................         74              95
                                                                 ------          ------
                                                                    226             230
                                                                 ------          ------
         Total assets.......................................     $5,304          $5,204
                                                                 ======          ======

                           LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities
  Accounts payable
    Trade...................................................     $  140          $  198
    Affiliates..............................................          3              18
    Other...................................................         35              47
  Short-term borrowings.....................................        353             215
  Taxes payable.............................................         74             124
  Other.....................................................         79              70
                                                                 ------          ------
         Total current liabilities..........................        684             672
                                                                 ------          ------
Long-term debt..............................................      1,355           1,354
                                                                 ------          ------
Other
  Deferred income taxes.....................................      1,176           1,144
  Other.....................................................        230             292
                                                                 ------          ------
                                                                  1,406           1,436
                                                                 ------          ------
Commitments and contingencies
Stockholder's equity
  Common stock, par value $5 per share; authorized 300
    shares; issued 208 shares...............................         --              --
  Additional paid-in capital................................      1,407           1,405
  Retained earnings.........................................        452             337
                                                                 ------          ------
         Total stockholder's equity.........................      1,859           1,742
                                                                 ------          ------
         Total liabilities and stockholder's equity.........     $5,304          $5,204
                                                                 ======          ======
</Table>

                            See accompanying notes.

                                        2
<PAGE>

                         TENNESSEE GAS PIPELINE COMPANY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                              NINE MONTHS ENDED
                                                                SEPTEMBER 30,
                                                              ------------------
                                                               2001        2000
                                                              ------      ------
<S>                                                           <C>         <C>
Cash flows from operating activities
  Net income................................................  $ 115       $ 126
  Adjustments to reconcile net income to net cash from
     operating activities
     Depreciation, depletion and amortization...............     98         102
     Undistributed earnings of unconsolidated affiliates....    (10)         (8)
     Deferred income tax expense............................     39           6
  Working capital changes, net of non-cash transactions.....   (125)       (106)
  Non-working capital changes and other.....................    (72)          6
                                                              -----       -----
          Net cash provided by operating activities.........     45         126
                                                              -----       -----
Cash flows from investing activities
  Additions to property, plant and equipment................   (177)       (122)
  Additions to investments..................................     (9)         --
  Net change in other affiliated advances receivable........      4         447
  Other.....................................................     (1)         (9)
                                                              -----       -----
          Net cash provided by (used in) investing
           activities.......................................   (183)        316
                                                              -----       -----
Cash flows from financing activities
  Net borrowings (repayments) of commercial paper...........    138        (484)
  Net change in other affiliated advances payable...........     --          42
                                                              -----       -----
          Net cash provided by (used in) financing
           activities.......................................    138        (442)
                                                              -----       -----
Net change in cash and cash equivalents.....................     --          --
Cash and cash equivalents
  Beginning of period.......................................      4           4
                                                              -----       -----
  End of period.............................................  $   4       $   4
                                                              =====       =====
</Table>

                            See accompanying notes.

                                        3
<PAGE>

                         TENNESSEE GAS PIPELINE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. BASIS OF PRESENTATION

     Our 2000 Annual Report on Form 10-K includes a summary of our significant
accounting policies and other disclosures. You should read it in conjunction
with this Quarterly Report on Form 10-Q. The financial statements as of
September 30, 2001, and for the quarters and nine months ended September 30,
2001 and 2000, are unaudited. The balance sheet as of December 31, 2000, is
derived from the audited balance sheet included in our Annual Report on Form
10-K. These financial statements have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission and do not include
all disclosures required by accounting principles generally accepted in the
United States. In our opinion, we have made all adjustments, all of which are of
a normal, recurring nature, to fairly present our interim period results.
Information for interim periods may not necessarily indicate the results of
operations for the entire year due to the seasonal nature of our businesses. The
prior period information also includes reclassifications which were made to
conform to the current period presentation. These reclassifications have no
effect on our reported net income or stockholder's equity.

2. DEBT AND OTHER CREDIT FACILITIES

     At September 30, 2001, our weighted average interest rate on short-term
borrowings was 3.6%, and at December 31, 2000, it was 7.6%. We had the following
short-term borrowings:

<Table>
<Caption>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2001            2000
                                                              -------------   ------------
                                                                     (IN MILLIONS)
<S>                                                           <C>             <C>
Commercial paper............................................      $353            $215
                                                                  ====            ====
</Table>

     In June 2001, El Paso Corporation replaced its $2 billion, 364-day
revolving credit facility with a renewable $3 billion, 364-day revolving credit
and competitive advance facility. We are a designated borrower under this
facility and, as such, are liable for any amounts outstanding under this
facility. The interest rate varies and was based on the London InterBank Offered
Rate (LIBOR) plus 50 basis points at September 30, 2001. No amounts were
outstanding under this facility at September 30, 2001.

     As of September 30, 2001, we have $200 million of capacity remaining under
our shelf registration statement on file with the Securities and Exchange
Commission.

3. COMMITMENTS AND CONTINGENCIES

  Legal Proceedings

     In February 1998, the United States and the state of Texas filed in a U.S.
District Court a Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA) cost recovery action against 14 companies, including us
and some of our current and former affiliates, related to the Sikes Disposal
Pits Superfund Site located in Harris County, Texas. Plaintiffs, defendants and
most of the third-party defendants, including our current and former affiliates,
have reached a settlement reflected in a consent decree lodged in the district
court on September 20, 2001. If the consent decree is approved by the court, the
plaintiffs will be reimbursed $120 million plus interest since June 2001, and
the defendants and settling third-party defendants will receive releases and
contribution protection. The settlement will not have a

                                        4
<PAGE>

material adverse effect on our financial position, operating results or cash
flows. The remaining contribution claims by the defendants against the
non-settlement third-party defendants are scheduled for trial in late 2001.

     In 1997, we and a number of our affiliates were named defendants in actions
brought by Jack Grynberg on behalf of the U.S. Government under the False Claims
Act. Generally, these complaints allege an industry-wide conspiracy to under
report the heating value as well as the volumes of the natural gas produced from
federal and Native American lands, which deprived the U.S. Government of
royalties. These matters have been consolidated for pretrial purposes (In re:
Natural Gas Royalties Qui Tam Litigation, U.S. District Court for the District
of Wyoming). In May 2001, the court denied the defendants' motions to dismiss.

     We and a number of our affiliates were named defendants in Quinque
Operating Company, et al v. Gas Pipelines and Their Predecessors, et al, filed
in 1999 in the District Court of Stevens County, Kansas. This class action
complaint alleges that the defendants mismeasured natural gas volumes and
heating content of natural gas on non-federal and non-Native American lands. The
Quinque complaint was transferred to the same court handling the Grynberg
complaint and has now been sent back to Kansas State Court for further
proceedings. A motion to dismiss this case is pending.

     In November 1988, the Kentucky environmental agency filed a complaint in a
Kentucky state court alleging that we discharged pollutants into the waters of
the state and disposed of polychlorinated biphenyls (PCBs) without a permit. The
agency sought an injunction against future discharges, an order to remediate or
remove PCBs and a civil penalty. We entered into agreed orders with the agency
to resolve many of the issues raised in the original allegations and received
water discharge permits from the agency for our Kentucky compressor stations.
The relevant Kentucky compressor stations are being characterized and remediated
under a 1994 consent order with the Environmental Protection Agency (EPA).

     We are also a named defendant in numerous lawsuits and a named party in
numerous governmental proceedings arising in the ordinary course of our
business.

     While the outcome of the matters discussed above cannot be predicted with
certainty, based on information known to date, we do not expect the ultimate
resolution of these matters to have a material adverse effect on our ongoing
financial position, operating results or cash flows.

  Environmental

     We are subject to extensive federal, state and local laws and regulations
governing environmental quality and pollution control. These laws and
regulations require us to remove or remedy the effect on the environment of the
disposal or release of specified substances at current and former operating
sites. As of September 30, 2001, we had a reserve of approximately $94 million
for expected remediation costs. In addition, we expect to make capital
expenditures for environmental matters of approximately $83 million in the
aggregate for the years 2001 through 2006. These expenditures primarily relate
to compliance with clean air regulations.

     Since 1988, we have been engaged in an internal project to identify and
deal with the presence of PCBs and other substances, including those on the EPA
List of Hazardous Substances, at compressor stations and other facilities we
operate. While conducting this project, we have been in frequent contact with
federal and state regulatory agencies, both through informal negotiation and
formal entry of consent orders, to ensure that our efforts meet regulatory
requirements.

     In May 1995, following negotiations with our customers, we filed a
stipulation and agreement with the Federal Energy Regulatory Commission (FERC)
that established a mechanism for recovering a substantial

                                        5
<PAGE>

portion of the environmental costs identified in our internal project. The
stipulation and agreement was effective July 1, 1995, and most of the amounts
have been collected from customers. Refunds may be required to the extent actual
eligible expenditures are less than amounts collected.

     We are a party in proceedings involving federal and state authorities
regarding the past use of PCBs in our starting air systems. We executed a
consent order in 1994 with the EPA governing the remediation of relevant
compressor stations and are working with the EPA and the relevant states
regarding those remediation activities. We are also working with the
Pennsylvania and New York environmental agencies regarding remediation and
post-remediation activities at the Pennsylvania and New York stations.

     We have been designated and have received notice that we could be
designated, or have been asked for information to determine whether we could be
designated, as a Potentially Responsible Party (PRP) with respect to four active
sites under the CERCLA or state equivalents. We have sought to resolve our
liability as a PRP at these CERCLA sites, as appropriate, through
indemnification by third parties and/or settlements which provide for payment of
our allocable share of remediation costs. As of September 30, 2001, we have
estimated our share of the remediation costs at these sites to be between
approximately $1 million and $2 million and have provided reserves that we
believe are adequate for such costs. Since the cleanup costs are estimates and
are subject to revision as more information becomes available about the extent
of remediation required, and because in some cases we have asserted a defense to
any liability, our estimates could change. Moreover, liability under the federal
CERCLA statute is joint and several, meaning that we could be required to pay in
excess of our pro rata share of remediation costs. Our understanding of the
financial strength of other PRPs has been considered, where appropriate, in the
determination of our estimated liabilities. We presently believe that the costs
associated with these CERCLA sites will not have a material adverse effect on
our financial position, operating results or cash flows.

     It is possible that new information or future developments could require us
to reassess our potential exposure related to environmental matters. We may
incur significant costs and liabilities in order to comply with existing
environmental laws and regulations. It is also possible that other developments,
such as increasingly strict environmental laws and regulations and claims for
damages to property, employees, other persons and the environment resulting from
our current or past operations, could result in substantial costs and
liabilities in the future. As this information becomes available, or other
relevant developments occur, we will adjust our accrual amounts accordingly.
While there are still uncertainties relating to the ultimate costs we may incur,
based upon our evaluation and experience to date, we believe the recorded
reserves are adequate. For a further discussion of specific environmental
matters, see Legal Proceedings above.

  Rates and Regulatory Matters

     In April 1997, FERC approved the settlement of all issues related to the
recovery of our Gas Supply Realignment (GSR) and other transition costs. Under
the agreement, we are entitled to collect up to $770 million from our customers,
$693 million through a demand surcharge and $77 million through an interruptible
transportation surcharge. Our final GSR report was approved by the FERC on May
16, 2001. In June 2001, $31 million of the amount collected through the demand
surcharge was refunded to our firm transportation contract customers. As of
September 30, 2001, $57 million of the interruptible transportation surcharge
had been collected. There is no time limit for collection of the remaining
interruptible transportation surcharge. This agreement also provides for a rate
case moratorium that expired November 2000 and an escalating rate cap, indexed
to inflation, through October 2005, for some of our customers.

     Our current tariff structure was established through a settlement approved
by FERC in October 1996. This settlement included a rate design change that
resulted in a larger portion of our transportation revenues being dependent on
throughput. Following this settlement, one of our competitors filed an appeal
arguing that our cost allocation methodology deters the development of market
centers. On August 11, 2000, we and that

                                        6
<PAGE>

competitor jointly filed a proposed settlement to resolve this issue. The
settlement provided for a discount on the transportation rates for receipts at
the interconnect shared by us and them. On October 17, 2000, an administrative
law judge certified the settlement and submitted the settlement to FERC for
approval. On February 8, 2001, FERC issued an order approving the settlement. On
April 11, 2001, FERC issued an order granting our request for clarification on
their February 8, 2001 order, and no requests for rehearing were filed on the
clarification.

     We have approximately 500 contracts with more than 200 different customers
for firm transportation to various points on our system, with terms varying from
one month to over 10 years. Our portfolio of firm contracts has an average term
in excess of 4 years. Our business has shifted from a traditional dependence
solely on long-term contracts into a portfolio approach which balances
short-term opportunities with long-term commitments. This shift is due to
changes in market conditions and competition driven by state utility
deregulation, local distribution company mergers, new supply sources, volatility
in gas prices, demand in short-term capacity and new markets in power plants.
These changes will create uncertainty in our transportation business; however,
they will provide more opportunities for us in marketing our system to new
growth segments such as gas-fired electric generation.

     In September 2001, FERC issued a Notice of Proposed Rulemaking (NOPR). The
NOPR proposes to apply the standards of conduct governing the relationship
between interstate pipelines and marketing affiliates to all energy affiliates.
The proposed regulations, if adopted by FERC, would dictate how all our energy
affiliates conduct business and interact with our interstate pipelines. We
cannot predict the outcome of the NOPR, but adoption of the regulations in
substantially the form proposed would, at a minimum, place additional
administrative and operational burdens on us.

     We apply regulatory accounting principles to account for our operations and
activities. We will continue to evaluate the appropriate application of these
principles as there are ongoing changes in the regulatory and economic
environment. Factors that may influence this assessment are:

     - inability to recover cost increases due to rate caps and rate case
       moratoriums;

     - inability to recover capitalized costs, including an adequate return on
       those costs through the ratemaking process;

     - excess capacity;

     - discounting rates in the markets we serve; and

     - impacts of ongoing initiatives in, and deregulation of, the natural gas
       industry.

     While we cannot predict with certainty the final outcome or timing of the
resolution of all of our rates and regulatory matters, we believe the ultimate
resolution of these issues, based on information known to date, will not have a
material adverse effect on our financial position, results of operations or cash
flows.

4. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

     In June 2001, we purchased an additional 11 percent interest in the
Portland Natural Gas Transmission partnership from two exiting partners for a
purchase price of approximately $9 million. This purchase increased our
ownership interest from approximately 19 percent to approximately 30 percent.

                                        7
<PAGE>

5. TRANSACTIONS WITH RELATED PARTIES

     We participate in El Paso's cash management program which matches
short-term cash excesses and requirements of participating affiliates, thus
minimizing total borrowing from outside sources. We had advanced $15 million at
September 30, 2001, at a market rate of interest which was 3.7%. At December 31,
2000, we had advanced $34 million. In addition, we had notes receivable from
other related parties of $23 million at September 30, 2001, and $9 million at
December 31, 2000.

     We had accounts receivable from other related parties of $90 million at
September 30, 2001, and $17 million at December 31, 2000. In addition, we had
accounts payable to other related parties of $3 million at September 30, 2001,
versus $18 million at December 31, 2000. These balances were incurred in the
normal course of business.

6. NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

  Business Combinations

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations. This statement requires that all transactions that fit the
definition of a business combination be accounted for using the purchase method
and prohibits the use of the pooling of interests method for all business
combinations initiated after June 30, 2001. This statement also establishes
specific criteria for the recognition of intangible assets separately from
goodwill and requires unallocated negative goodwill to be written off
immediately as an extraordinary item. This standard will have an impact on any
business combination we undertake in the future. We are currently evaluating the
effects of this pronouncement on our historical financial statements.

  Goodwill and Other Intangible Assets

     In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. This statement requires that goodwill no longer be amortized but
intermittently tested for impairment at least on an annual basis. Other
intangible assets are to be amortized over their useful life and reviewed for
impairment in accordance with the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. An
intangible asset with an indefinite useful life can no longer be amortized until
its useful life becomes determinable. This statement has various effective
dates, the most significant of which is January 1, 2002. We are currently
evaluating the effects of this pronouncement.

  Accounting for Asset Retirement Obligations

     In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. This statement requires companies to record a liability
relating to the retirement and removal of assets used in their business. The
liability is discounted to its present value, and the related asset value is
increased by the amount of the resulting liability. Over the life of the asset,
the liability will be accreted to its future value and eventually extinguished
when the asset is taken out of service. The provisions of this statement are
effective for fiscal years beginning after June 15, 2002. We are currently
evaluating the effects of this pronouncement.

  Accounting for the Impairment or Disposal of Long-Lived Assets

     In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. This statement requires that
long-lived assets that are to be disposed of by sale be measured at the lower of
book value or fair value less cost to sell. The standard also expanded the scope
of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of this statement are effective for fiscal years
beginning after December 15, 2001. We are currently evaluating the effects of
this pronouncement.

                                        8
<PAGE>

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

     The information contained in Item 2 updates, and you should read it in
conjunction with, information disclosed in Part II, Items 7, 7A, and 8, in our
Annual Report on Form 10-K for the year ended December 31, 2000, in addition to
the financial statements and notes presented in Item 1, Financial Statements, of
this Quarterly Report on Form 10-Q.

                             RESULTS OF OPERATIONS

     Below are the operating results and an analysis of those results for the
quarters and nine months ended September 30:

<Table>
<Caption>
                                                               QUARTER ENDED      NINE MONTHS ENDED
                                                             -----------------   -------------------
                                                              2001      2000       2001       2000
                                                             -------   -------   --------   --------
                                                              (IN MILLIONS, EXCEPT VOLUME AMOUNTS)
<S>                                                          <C>       <C>       <C>        <C>
Operating revenues.........................................  $  156    $  179     $  540     $  560
Operating expenses.........................................     (98)      (97)      (301)      (313)
Other income...............................................       4         4         16         15
                                                             ------    ------     ------     ------
  Earnings before interest and income taxes................  $   62    $   86     $  255     $  262
                                                             ======    ======     ======     ======
Throughput volumes (BBtu/d)(1).............................   4,196     4,038      4,468      4,262
                                                             ======    ======     ======     ======
</Table>

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

(1) BBtu/d means billion British thermal units per day.

  Third Quarter 2001 Compared to Third Quarter 2000

     Operating revenues for the quarter ended September 30, 2001, were $23
million lower than the same period in 2000. The decrease was due to lower 2001
revenues resulting from contract remarketing during 2000 and lower sales of
excess natural gas in 2001 as a result of lower recovered volumes and lower
natural gas prices.

     Operating expenses for the quarter ended September 30, 2001, were $1
million higher than the same period in 2000. The increase was due to higher
electric compression costs in 2001 and lower project development costs in 2000,
partially offset by lower ad valorem taxes in 2001.

  Nine Months Ended 2001 Compared to Nine Months Ended 2000

     Operating revenues for the nine months ended September 30, 2001, were $20
million lower than the same period in 2000. The decrease was due to lower 2001
revenues resulting from contract remarketing during 2000 and lower
transportation revenues on throughput in 2001 as a result of higher proportion
of short versus long hauls compared to 2000. Also contributing to the decrease
were contract quantity reductions or cancellations on our pipeline system by
customers of East Tennessee Natural Gas Company resulting from the Federal Trade
Commission ordered sale of the East Tennessee system in the first quarter of
2000. Partially offsetting the decrease were the favorable resolution of issues
related to natural gas purchase contracts in 2001, higher sales of excess
natural gas during the first nine months of 2001 and higher revenues from other
transportation services.

     Operating expenses for the nine months ended September 30, 2001, were $12
million lower than the same period in 2000. The decrease was due to lower
corporate allocations and operating expenses as a result of cost savings
following El Paso Corporation's merger with The Coastal Corporation, decreased
depreciation expense resulting from the retirement of assets and lower project
development costs. The decrease was partially offset by higher electric
compression costs in 2001.

NON-AFFILIATED INTEREST AND DEBT EXPENSE

     Non-affiliated interest and debt expense for the quarter and nine months
ended September 30, 2001, was $1 million and $5 million lower than the same
period in 2000 primarily due to increased capitalized interest due to higher
capital project expenditures in 2001 and lower short-term rates on commercial
borrowings in 2001.

                                        9
<PAGE>

AFFILIATED INTEREST INCOME, NET

     Affiliated interest income, net for the quarter and nine months ended
September 30, 2001, was $1 million and $15 million lower than the same periods
in 2000 due to lower short-term interest rates and decreased average advances to
El Paso in 2001 under our cash management program.

INCOME TAXES

     The income tax expense for the quarters ended September 30, 2001 and 2000,
were $15 million and $19 million, resulting in effective tax rates of 43 percent
and 32 percent. The income tax expense for the nine months ended September 30,
2001 and 2000, were $56 million and $62 million, resulting in effective tax
rates of 33 percent for both periods. Our effective tax rates were different
than the statutory rate of 35 percent in all periods primarily due to state
income taxes.

OTHER

     In February 2001, we received and accepted a FERC order issuing a
certificate for the Stagecoach Expansion project. The project will connect the
Stagecoach Storage Field in Tioga County, New York, to our mainline at our
compressor station 319 in Bradford County, Pennsylvania. The new lateral will
consist of 23.7 miles of pipe and have a capacity of 500 million cubic feet per
day (MMcf/d). In addition, the project will expand our 300 Line to provide 90
MMcf/d of firm transportation service from station 319 to its interconnect with
New Jersey Natural in Passaic, New Jersey. The cost of these facilities is
estimated to be $80 million, with an anticipated in-service date of December
2001. During the quarter ended September 30, 2001, $10 million was spent on the
Stagecoach Expansion project. Total year to date expenditures have been $25
million.

     In October, we announced the development of our Blue Atlantic Transmission
System. This pipeline project consists of approximately 750 miles of 36-inch
pipe designed to carry up to 1 billion cubic feet of gas per day. The pipeline
will follow a sub-sea route from an anticipated production area offshore on the
Scotian shelf, make landfall on the Southern coast of Nova Scotia, then continue
sub-sea to landing points in the New York and New Jersey areas. Current cost
estimates are approximately $2 billion and current expenditures to date are
under $1 million. All necessary regulatory filings are anticipated to be made by
year-end 2002 with a fourth quarter 2005 in-service date.

                 NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

     See Item 1, Financial Statements, Note 6, which is incorporated herein by
reference.

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<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

     This report contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Where any forward-looking statement includes a statement of the
assumptions or bases underlying the forward-looking statement, we caution that,
while we believe these assumptions or bases to be reasonable and to be made in
good faith, assumed facts or bases almost always vary from the actual results,
and the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, we or our management express an expectation or belief as to future
results, that expectation or belief is expressed in good faith and is believed
to have a reasonable basis. We cannot assure you, however, that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "expect," "estimate," "anticipate" and similar expressions will
generally identify forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     This information updates, and you should read it in conjunction with,
information disclosed in Part II, Item 7A in our Annual Report on Form 10-K for
the year ended December 31, 2000, in addition to the information presented in
Items 1 and 2 of this Quarterly Report on Form 10-Q.

     There are no material changes in our quantitative and qualitative
disclosures about market risks from those reported in our Annual Report on Form
10-K for the year ended December 31, 2000.

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<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     See Part I, Item 1, Financial Statements, Note 3, which is incorporated
herein by reference.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  a. Exhibits

     None.

     Undertaking

          We hereby undertake, pursuant to Regulation S-K, Item 601(b),
     paragraph (4)(iii), to furnish to the U.S. Securities and Exchange
     Commission, upon request, all constituent instruments defining the rights
     of holders of our long-term debt not filed herewith for the reason that the
     total amount of securities authorized under any of such instruments does
     not exceed 10 percent of our total consolidated assets.

  b. Reports on Form 8-K

      None.

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<PAGE>

                                   SIGNATURES

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

                                            TENNESSEE GAS PIPELINE COMPANY

Date: November 13, 2001                            /s/ GREG G. GRUBER
                                            ------------------------------------
                                                       Greg G. Gruber
                                                   Senior Vice President,
                                                Chief Financial Officer and
                                                         Treasurer
                                                 (Chief Accounting Officer)

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