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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-3
 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
 TEPPCO Partners, L.P.
  
 Delaware
    
    79-0291058(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)1100 Louisiana Street, Suite 1600
Houston, Texas 77002
(713) 381-3635
(Address, including zip code, and telephone number, 
including area code, of registrants principal executive 
offices)
    
    Patricia A. Totten
1100 Louisiana Street, Suite 1600
Houston, Texas 77002
(713) 381-3636
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 Paul F. Perea
Baker Botts L.L.P.
One Shell Plaza, 910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
 Approximate date of commencement of proposed sale to the public:
 þ
 o
 o
 o
 o
 o
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    Proposed MaximumAmount to be
    
    
    Offering Price Per
    
    
    Aggregate Offering
    
    
    Amount ofTitle of Each Class of Securities to be Registered
    
    
    Registered (1)
    
    
    Unit (2)
    
    
    Price
    
    
    Registration FeeUnits representing limited partner interests
    
    
    
    10,000,000
    
    
    
    $
    38.84
    
    
    
    $
    388,400,000
    
    
    
    $
    11,923.88
 (1)
    
    Pursuant to Rule 416 under the Securities Act, the common units being registered hereunder
include such indeterminate number of units as may be issuable with respect to the units being
registered hereunder as a result of unit splits, unit dividends or similar transactions.(2)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to
Section 457(c) of the Securities Act. The proposed maximum offering price per unit is
based on $38.84, the average of the high and low sales prices of TEPPCO Partners, L.P.
units as reported on The New York Stock Exchange on September 12, 2007. The proposed
maximum aggregate offering price is based on the number of units listed above and the
proposed maximum offering price per unit.




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TEPPCO Partners, L.P.
 
 Distribution Reinvestment Plan
 10,000,000 units representing limited partner interests
 
   
    
    You may participate in the Plan if you currently are a unitholder of record of
our units or if you own our units through your broker (by having your broker
participate on your behalf).
    
    You may purchase additional units by reinvesting all or a portion of the cash
distributions paid on your units.
    
    You may purchase our units at a discount ranging from 0% to 5% (currently set
at 5%) without paying any service fees, brokerage trading fees or other charges. (Note:
If you participate in the Plan through your broker, you should consult with your
broker; your broker may charge you a service fee.)
    
 Limited partnerships are inherently different from corporations. Investing in our units
involves risk. You should review carefully Risk Factors
on page 1 for a discussion of
important risks you should consider before enrolling in the Plan. We suggest you retain this
prospectus for future reference.
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS
 PageOUR COMPANY
    
    
    1RISK FACTORS
    
    
    1THE PLAN
    
    
    1USE OF PROCEEDS
    
    
    6DESCRIPTION OF OUR UNITS
    
    
    6MATERIAL TAX CONSEQUENCES
    
    
    6PLAN OF DISTRIBUTION
    
    
    19WHERE YOU CAN FIND MORE INFORMATION
    
    
    20INFORMATION INCORPORATED BY REFERENCE
    
    
    20FORWARD-LOOKING STATEMENTS
    
    
    20LEGAL MATTERS
    
    
    21EXPERTS
    
    
    21Opinion of Baker Botts L.L.P.Opinion of Baker Botts L.L.P.- Tax MattersConsent of Deloitte & Touche LLPConsent of KPMG LLPCover Letter with Prospectus Sent to ParticipantsEnrollment Form for Distribution Reinvestment Plan




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OUR COMPANY
   
 RISK FACTORS
  Risks Relating to the Plan
    
 THE PLAN
 Plan Overview
   1




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Commonly Asked Questions
 How can I participate in the Plan?
  How do I get started?
  How are distributions reinvested?
    When are distributions reinvested?
  2




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What is the source and price of units purchased under the Plan?
     Who is the Administrator of the Plan?
   What is the cost of participating in the Plan?
  How many units will be purchased for my account?
    3




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What are the tax consequences of purchasing units under the Plan?
  How can I withdraw from the Plan?
     How will my units be held under the Plan?
     How do I sell units held under the Plan?
 4




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How will I keep track of my investments?
   Can the Plan be suspended, modified or terminated?
  What would be the effect of any unit splits, unit distributions or other distributions?
   5




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Responsibilities Under the Plan
   
 USE OF PROCEEDS
  
 DESCRIPTION OF OUR UNITS
  
 MATERIAL TAX CONSEQUENCES
     6




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Purchase of Units Under the Plan
  Partnership Status
     7




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Limited Partner Status
    8




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Tax Consequences of Unit Ownership
 Flow-through of Taxable Income.
  Treatment of Distributions.
  Basis of Units.
 Limitations on Deductibility of Losses.
 9




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Limitations on Interest Deductions.
 
 
 
  Entity-Level Collections.
 10




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Allocation of Income, Gain, Loss and Deduction.
 
 
     
 
 
 
  11




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Treatment of Short Sales.
 
 
  Alternative Minimum Tax.
 Tax Rates.
 Section 754 Election.
    12




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Tax Treatment of Operations
 Taxable Year and Accounting Method.
 Initial Tax Basis, Depreciation and Amortization.
    Valuation and Tax Basis of Our Properties.
  13




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Disposition of Units
 Recognition of Gain or Loss.
     
 
 
  14




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Allocations Between Transferors and Transferees.
   Transfer Notification Requirements.
 Constructive Termination.
  Uniformity of Units
  
 15




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
 
   Tax-Exempt Organizations and Other Investors
      16




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Administrative Matters
 Information Returns and Audit Procedures.
     Nominee Reporting
       17




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Accuracy-related Penalties.
      Reportable Transactions.
  
 
 18




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
 Registration as a Tax Shelter. Issuance of a tax shelter registration number to us does not indicate that investment
in us or the claimed tax benefits have been
reviewed, examined or approved by the IRS.
  State, Local, Foreign and Other Tax Considerations
   
 PLAN OF DISTRIBUTION
  19




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WHERE YOU CAN FIND MORE INFORMATION
 www.sec.gov www.teppco.com
 
 INFORMATION INCORPORATED BY REFERENCE
  
    
    our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed
February 28, 2007;
    
    our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2007, filed May
4, 2007, and for the quarter ended June 30, 2007, filed August 8, 2007;
    
    our Current Reports on Form 8-K filed on January 18, 2007, February 5, 2007, March
8, 2007, March 20, 2007, May 10, 2007, May 15, 2007, May 18, 2007, May 25, 2007 and
August 27, 2007; and
    
    the description of our limited partnership units contained in our Form 8-A/A, filed
on March 30, 2007, and any subsequent amendment thereto filed for the purpose of
updating such description.
 www.teppco.com
 
 FORWARD-LOOKING STATEMENTS
  20




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LEGAL MATTERS
  
 EXPERTS
   21




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22




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TEPPCO Partners, L.P.




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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution .
  Registration fee
    
    $
    11,924Fees and expenses of accountants
    
    
    25,000Fees and expenses of legal counsel
    
    
    25,000Fees and expenses of Administrator
    
    
    20,000Printing and engraving expenses
    
    
    6,000Miscellaneous
    
    
    7,500Total
    
    $
    95,424
 Item 15. Indemnification of Directors and Officers.
   II-1




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II-2




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Item 16. Exhibits .
  Item 17. Undertakings
          II-3




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II-4




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SIGNATURES
  TEPPCO PARTNERS, L.P.By:
    
    TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
As General PartnerBy:
    
    /s/ William G. ManiasWilliam G. ManiasVice President and Chief Financial Officer
 II-5




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SIGNATURES
   TitleSignature
    
    (of Texas Eastern Products Pipeline Company, LLC)/s/ Jerry E. Thompson
Jerry E. Thompson
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)/s/ William G. Manias
William G. Manias
    
    Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)/s/ Michael B. Bracy
Michael B. Bracy
    
    Director/s/ Richard S. Snell
Richard S. Snell
    
    Director
 II-6




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INDEX TO EXHIBITS
 ExhibitNo.
    
    
    
    Exhibit4.1
    
    
    
    Form of Certificate representing Limited Partner Units (Filed as Exhibit 4.1 to the
Registration Statement of TEPPCO Partners, L.P. (Commission File No. 33-32203) and
incorporated herein by reference).4.2
    
    
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and The
Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to TE
Products Pipeline Company, Limited Partnerships Registration Statement on Form S-3
(Commission File No. 333-38473) and incorporated herein by reference).4.3
    
    
    
    Form of Certificate representing Class B Units (Filed as Exhibit 4.3 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
1998 and incorporated herein by reference).4.4
    
    
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products Pipeline
Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah
Gas Gathering Company, as subsidiary guarantors, and First Union National Bank, NA, as
trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and
incorporated herein by reference).4.5
    
    
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and
incorporated herein by reference).4.6
    
    
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO Partners, L.P.,
as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO
Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial Subsidiary
Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary Guarantor, and
Wachovia Bank, National Association, formerly known as First Union National Bank, as
trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the quarter ended June 30, 2002 and incorporated herein by reference).4.7
    
    
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January
30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the year ended December 31, 2002 and incorporated herein by
reference).4.8
    
    
    
    Full Release of Guarantee dated as of July 31, 2006 by Wachovia Bank, National
Association, as trustee, in favor of Jonah Gas Gathering Company (Filed as Exhibit 4.8
to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter
ended September 30, 2006 and incorporated herein by reference).4.9
    
    
    
    Indenture, dated as of May 14, 2007, by and among TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary guarantors, and The Bank
of New York Trust Company, N.A., as trustee (Filed as Exhibit 99.1 to Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of May 14, 2007 and
incorporated herein by reference).4.10
    
    
    
    Form of Junior Subordinated Note, including Guarantee (included in Exhibit 4.10 hereto).4.11
    
    
    
    First Supplemental Indenture, dated as of May 18, 2007, by and among TEPPCO Partners,
L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO
Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary
guarantors, and The Bank of New York Trust Company, N.A., as trustee. (Filed as Exhibit
4.2 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of May
15, 2007 and incorporated herein by reference).




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ExhibitNo.
    
    
    
    Exhibit4.12
    
    
    
    First Supplemental Indenture, dated as of June 30, 2007, by and among TE Products
Pipeline Company, LLC and The Bank of New York Trust Company, N.A., as trustee (Filed
as Exhibit 4.1 to Form 8-K of TE Products Pipeline Company, LLC (Commission File No.
1-13603) filed on July 6, 2007 and incorporated herein by reference).4.13
    
    
    
    Second Supplemental Indenture, dated as of June 30, 2007, by and among TEPPCO Partners,
L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO
Midstream Companies, L.P. , Val Verde Gas Gathering Company, L.P., TE Products Pipeline
Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary guarantors, and The
Bank of New York Trust Company, N.A., as trustee (Filed as Exhibit 4.2 to Form 8-K of
TE Products Pipeline Company, LLC (Commission File No. 1-13603) filed on July 6, 2007
and incorporated herein by reference).4.14
    
    
    
    Fourth Supplemental Indenture, dated June 30, 2007, by and among TEPPCO Partners, L.P.,
as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO
Midstream Companies, L.P., Val Verde Gas Gathering Company, L.P., TE Products Pipeline
Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary guarantors, and U.S.
Bank National Association, as trustee (Filed as Exhibit 4.3 to Form 8-K of TE Products
Pipeline Company, LLC (Commission File No. 1-13603) filed on July 6, 2007 and
incorporated herein by reference).*5.1
    
    
    
    Opinion of Baker Botts L.L.P.*8.1
    
    
    
    Opinion of Baker Botts L.L.P. relating to certain tax matters.12.1
    
    
    
    Statement of Computation of Ratio to Fixed Charges (Filed as Exhibit 12.1 to Form 10-Q
of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30,
2007 and incorporated by reference).*23.1
    
    
    
    Consent of Deloitte & Touche LLP.*23.2
    
    
    
    Consent of Independent Registered
Public Accounting Firm KPMG LLP.23.3
    
    
    
    Consent of Baker Botts L.L.P. (included in Exhibits 5.1 and 8.1).24.1
    
    
    
    Powers of Attorney (included on signature page).*99.1
    
    
    
    Cover letter to accompany the
prospectus to be provided to participants in the TEPPCO
Partners, L.P. Distribution Reinvestment Plan who are registered owners of units.*99.2
    
    
    
    Enrollment Form for TEPPCO Partners, L.P. Distribution Reinvestment Plan.
 
 *
    
    Filed herewith.