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

FORM 10-Q

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

For the Quarter Ended March 31, 2002

Commission File No. 1-13603

TE Products Pipeline Company,
Limited Partnership(Exact name of Registrant as specified in its
charter)

|                                         |  |                                        
|---------------------------------------- |  | ---------------------------------------
|Delaware                                 |  | 76-0329620                             
|(State of Incorporation
or Organization) |  | (I.R.S. Employer
Identification Number)

2929 Allen Parkway
P.O. Box 2521
Houston, Texas 77252-2521
(Address of principal executive offices, including zip code)

(713) 759-3636
(Registrants telephone number, including area code)

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



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TABLE OF CONTENTS



|                              |                                                                                               |                                            |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME         
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              |                                                                                               | Forward-Looking Statements                
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION   
|                              | Item 6. Exhibits and Reports on Form 8-K.                                                    



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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

TABLE OF CONTENTS

|                              |                                                                                               |                                                                                                      |  |      |    | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                              |                                                                                               |                                                                                                      |  | Page
|                              |                                                                                               |                                                                                                      |  |     
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                      |  |     
|                              | Item 1. Financial Statements                                                                  |                                                                                                      |  |      |   
|                              |                                                                                               | Consolidated Balance Sheets as of March 31, 2002 (unaudited) and December 31, 2001                   |  |      | 1  | 
|                              |                                                                                               | Consolidated Statements of Income for the three months ended March 31, 2002
and 2001 (unaudited)     |  |      | 2  | 
|                              |                                                                                               | Consolidated Statements of Cash Flows for the three months ended March 31, 2002
and 2001 (unaudited) |  |      | 3  | 
|                              |                                                                                               | Notes to the Consolidated Financial Statements (unaudited)                                           |  |      | 4  | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                      |  | 11   |   
|                              |                                                                                               | Forward-Looking Statements                                                                           |  |      | 17 | 
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                      |  | 17   |   
|PART
II. OTHER INFORMATION    |                                                                                               |                                                                                                      |  |     
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                      |  | 18   |   

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS
(in thousands)

|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |              |         |  |  | 
|------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------- | --------------------------------------- | --------------------------------- | ------- | ------- | ----------- | ------- | ------------ | ------- |  |  | 
|                                                                                                                   |                                                                |                                         |                                   |         |         | March 31,   |         | December 31,
|                                                                                                                   |                                                                |                                         |                                   |         |         | 2002        |         | 2001        
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   |                                                                |                                         |                                   |         |         | (Unaudited) |         |              |         | 
|                                                                                                                   |                                                                |                                         |                                   | ASSETS  |         |             |         |              |         |  |  | 
|Current assets:                                                                                                    |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   | Cash and cash equivalents                                      |                                         | $                                 | 7,638   |         |             | $       | 6,727        |        
|                                                                                                                   | Accounts receivable, trade                                     |                                         |                                   | 18,086  |         |             |         | 22,816       |        
|                                                                                                                   | Accounts
receivable, related parties                           |                                         |                                   | 4,571   |         |             |         | 7,386        |        
|                                                                                                                   | Inventories                                                    |                                         |                                   | 11,349  |         |             |         | 10,617       |        
|                                                                                                                   | Other                                                          |                                         |                                   | 13,440  |         |             |         | 11,069       |        
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   |                                                                | Total current assets                    |                                   |         | 55,084  |             |         |              | 58,615  | 
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|Property, plant and equipment, at cost (Net of accumulated
depreciation and amortization of $268,039 and $264,037) |                                                                |                                         | 708,245                           |         |         |             | 698,803 |             
|Equity investments                                                                                                 |                                                                |                                         | 71,947                            |         |         |             | 69,409  |             
|Intangible assets                                                                                                  |                                                                |                                         | 30,620                            |         |         |             | 31,099  |             
|Advances to Parent Partnership                                                                                     |                                                                |                                         | 5,383                             |         |         |             | 3,993   |             
|Other assets                                                                                                       |                                                                |                                         | 15,258                            |         |         |             | 17,915  |             
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   |                                                                | Total assets                            |                                   | $       | 886,537 |             |         | $            | 879,834 | 
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   |                                                                |                                         | LIABILITIES AND PARTNERS CAPITAL |         |         |             |         |              |         |  | 
|Current liabilities:                                                                                               |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   | Note payable, Parent Partnership                               |                                         | $                                 |        |         |             | $       | 80,806       |        
|                                                                                                                   | Accounts payable and accrued liabilities                       |                                         |                                   | 15,533  |         |             |         | 18,994       |        
|                                                                                                                   | Accounts payable, Texas Eastern Products Pipeline Company, LLC |                                         |                                   | 5,099   |         |             |         | 12,466       |        
|                                                                                                                   | Accrued interest                                               |                                         |                                   | 6,758   |         |             |         | 12,977       |        
|                                                                                                                   | Other accrued taxes                                            |                                         |                                   | 4,483   |         |             |         | 5,647        |        
|                                                                                                                   | Other                                                          |                                         |                                   | 12,608  |         |             |         | 11,677       |        
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   |                                                                | Total current liabilities               |                                   |         | 44,481  |             |         |              | 142,567 | 
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|Senior Notes                                                                                                       |                                                                |                                         | 389,822                           |         |         |             | 389,814 |             
|Note Payable, Parent Partnership                                                                                   |                                                                |                                         | 178,142                           |         |         |             | 68,976  |             
|Other liabilities and deferred credits                                                                             |                                                                |                                         | 8,573                             |         |         |             | 8,365   |             
|Commitments and contingencies                                                                                      |                                                                |                                         |                                   |         |         |             |         |             
|Partners capital:                                                                                                 |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   | General partners interest                                     |                                         |                                   | 3       |         |             |         | 3            |        
|                                                                                                                   | Limited partners interest                                     |                                         |                                   | 265,516 |         |             |         | 270,109      |        
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   |                                                                | Total partners capital                 |                                   |         | 265,519 |             |         |              | 270,112 | 
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             
|                                                                                                                   |                                                                | Total liabilities and partners capital |                                   | $       | 886,537 |             |         | $            | 879,834 | 
|                                                                                                                   |                                                                |                                         |                                   |         |         |             |         |             

See accompanying Notes to Consolidated Financial Statements.

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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands)

|                     |                                       |                          |        |                    |        |      |        |        |        | 
|-------------------- | ------------------------------------- | ------------------------ | ------ | ------------------ | ------ | ---- | ------ | ------ | ------ | 
|                     |                                       |                          |        | Three Months Ended
|                     |                                       |                          |        | March 31,         
|                     |                                       |                          |        |                   
|                     |                                       |                          |        | 2002               |        | 2001
|                     |                                       |                          |        |                    |        |     
|Operating revenues:  |                                       |                          |        |                    |        |      |        |       
|                     | Transportation  Refined products     |                          | $      | 25,144             |        |      | $      | 26,181 |       
|                     | Transportation  LPGs                 |                          |        | 23,360             |        |      |        | 24,999 |       
|                     | Mont Belvieu operations               |                          |        | 4,506              |        |      |        | 2,897  |       
|                     | Other                                 |                          |        | 8,410              |        |      |        | 10,028 |       
|                     |                                       |                          |        |                    |        |      |        |        |       
|                     |                                       | Total operating revenues |        |                    | 61,420 |      |        |        | 64,105 | 
|                     |                                       |                          |        |                    |        |      |        |        |       
|Costs and expenses:  |                                       |                          |        |                    |        |      |        |       
|                     | Operating, general and administrative |                          |        | 19,203             |        |      |        | 16,647 |       
|                     | Operating fuel and power              |                          |        | 7,111              |        |      |        | 8,038  |       
|                     | Depreciation and amortization         |                          |        | 7,335              |        |      |        | 7,177  |       
|                     | Taxes  other than income taxes       |                          |        | 3,010              |        |      |        | 2,881  |       
|                     |                                       |                          |        |                    |        |      |        |        |       
|                     |                                       | Total costs and expenses |        |                    | 36,659 |      |        |        | 34,743 | 
|                     |                                       |                          |        |                    |        |      |        |        |       
|                     |                                       | Operating income         |        |                    | 24,761 |      |        |        | 29,362 | 
|Interest expense     |                                       |                          | (7,460 | )                  |        |      | (8,680 | )     
|Interest capitalized |                                       |                          | 1,693  |                    |        |      | 345    |       
|Equity earnings      |                                       |                          | (796   | )                  |        |      |       |       
|Other income  net   |                                       |                          | 133    |                    |        |      | 328    |       
|                     |                                       |                          |        |                    |        |      |        |        |       
|                     |                                       | Net income               |        | $                  | 18,331 |      |        | $      | 21,355 | 
|                     |                                       |                          |        |                    |        |      |        |        |       

See accompanying Notes to Consolidated Financial Statements.

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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP




CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |        |         |  
|------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------------------- | -------- | ------------------ | ------- | ------- | ------- | ------ | ------- | -
|                                                              |                                                                               |                                                   |                                                     |          | Three Months Ended
|                                                              |                                                                               |                                                   |                                                     |          | March 31,         
|                                                              |                                                                               |                                                   |                                                     |          |                   
|                                                              |                                                                               |                                                   |                                                     |          | 2002               |         | 2001   
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |        
|Cash flows from operating activities:                         |                                                                               |                                                   |                                                     |          |                    |         |         |        
|                                                              | Net income                                                                    |                                                   | $                                                   | 18,331   |                    |         | $       | 21,355  |       
|                                                              | Adjustments to reconcile net income to cash provided by
operating activities: |                                                   |                                                     |          |                    |         |         |         |       
|                                                              |                                                                               | Depreciation and amortization                     |                                                     |          | 7,335              |         |         |         | 7,177  |        
|                                                              |                                                                               | Equity in loss of affiliate                       |                                                     |          | 796                |         |         |         | 25     |        
|                                                              |                                                                               | Non-cash portion of interest expense              |                                                     |          | 8                  |         |         |         |       |        
|                                                              |                                                                               | Decrease in accounts receivable                   |                                                     |          | 4,730              |         |         |         | 9,596  |        
|                                                              |                                                                               | Increase in inventories                           |                                                     |          | (732               | )       |         |         | (1,339 | )      
|                                                              |                                                                               | Increase in other current assets                  |                                                     |          | (2,371             | )       |         |         | (8,017 | )      
|                                                              |                                                                               | Decrease in accounts payable and accrued expenses |                                                     |          | (8,111             | )       |         |         | (7,415 | )      
|                                                              |                                                                               | Other                                             |                                                     |          | (3,088             | )       |         |         | 1,561  |        
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|                                                              |                                                                               |                                                   | Net cash provided by operating activities           |          |                    | 16,898  |         |         |        | 22,943  |  
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|Cash flows from investing activities:                         |                                                                               |                                                   |                                                     |          |                    |         |         |        
|                                                              | Proceeds from cash investments                                                |                                                   |                                                     |         |                    |         |         | 1,000   |       
|                                                              | Investment in Centennial Pipeline, LLC                                        |                                                   |                                                     | (3,334   | )                  |         |         | (2,947  | )     
|                                                              | Capital expenditures                                                          |                                                   |                                                     | (18,088  | )                  |         |         | (8,185  | )     
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|                                                              |                                                                               |                                                   | Net cash used in investing activities               |          |                    | (21,422 | )       |         |        | (10,132 | )
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|Cash flows from financing activities:                         |                                                                               |                                                   |                                                     |          |                    |         |         |        
|                                                              | Proceeds from term loan                                                       |                                                   |                                                     | 161,099  |                    |         |         | 8,000   |       
|                                                              | Repayments of term loan                                                       |                                                   |                                                     | (132,739 | )                  |         |         | (16,427 | )     
|                                                              | Distributions                                                                 |                                                   |                                                     | (22,925  | )                  |         |         | (19,486 | )     
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|                                                              |                                                                               |                                                   | Net cash provided by (used in) financing activities |          |                    | 5,435   |         |         |        | (27,913 | )
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|Net increase (decrease) in cash and cash equivalents          |                                                                               |                                                   | 911                                                 |          |                    |         | (15,102 | )      
|Cash and cash equivalents at beginning of period              |                                                                               |                                                   | 6,727                                               |          |                    |         | 15,702  |        
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|Cash and cash equivalents at end of period                    |                                                                               | $                                                 | 7,638                                               |          |                    | $       | 600     |        
|                                                              |                                                                               |                                                   |                                                     |          |                    |         |         |         |       
|Supplemental disclosure of cash flows:                        |                                                                               |                                                   |                                                     |          |                    |         |         |        
|Interest paid during the period (net of capitalized interest) |                                                                               | $                                                 | 11,268                                              |          |                    | $       | 15,947  |        

See accompanying Notes to Consolidated Financial Statements.

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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

TE Products Pipeline Company, Limited Partnership (the Partnership), a
Delaware limited partnership, was formed in March 1990. TEPPCO Partners, L.P.
(the Parent Partnership) owns a 99.999% interest as the sole limited partner.
TEPPCO GP, Inc. (TEPPCO GP or General Partner), a subsidiary of the Parent
Partnership, holds a 0.001% general partner interest in us. Texas Eastern
Products Pipeline Company, LLC (the Company), a Delaware limited liability
company, serves as the general partner of our Parent Partnership. The Company
is a wholly-owned subsidiary of Duke Energy Field Services (DEFS), a joint
venture between Duke Energy Corporation (Duke Energy) and Phillips Petroleum
Company (Phillips). Duke Energy holds an approximate 70% interest in DEFS,
and Phillips holds the remaining 30%. TEPPCO GP, as general partner, performs
all of our management and operating functions required according to the
Agreement of Limited Partnership of TE Products Pipeline Company, Limited
Partnership (the Partnership Agreement). We reimburse our General Partner
and the Company for all reasonable direct and indirect expenses that they incur
in managing us.

On July 26, 2001, the Company restructured its general partner ownership
in us to cause us to be wholly-owned by the Parent Partnership. TEPPCO GP
succeeded the Company as our general partner. All of our remaining partner
interests not already owned by the Parent Partnership were transferred to the
Parent Partnership. In exchange for this contribution, the Companys interest
as general partner of the Parent Partnership was increased to 2%. The
increased percentage is the economic equivalent of the aggregate interest that
the Company had prior to the restructuring through its combined interests in
the Parent Partnership and us. As a result, the Parent Partnership holds a
99.999% limited partner interest in us and TEPPCO GP holds a 0.001% general
partner interest. In this Report, the General Partner refers to the Company
prior to the restructuring and to TEPPCO GP, Inc. thereafter. This
reorganization was undertaken to simplify our required financial reporting when
we issue guarantees of Parent Partnership debt.

As used in this Report, we, us, and our means TE Products Pipeline
Company, Limited Partnership and, where the context requires, includes our
subsidiary, TEPPCO Colorado, LLC.

The accompanying unaudited consolidated financial statements reflect all
adjustments, which are, in the opinion of the management of the Company, of a
normal and recurring nature and necessary for a fair statement of our financial
position as of March 31, 2002, and the results of our operations and cash flows
for the periods presented. The results of operations for the three months
ended March 31, 2002, are not necessarily indicative of results of operations
for the full year 2002. You should read the interim financial statements in
conjunction with our consolidated financial statements and notes thereto
presented in the TE Products Pipeline Company, Limited Partnership Annual
Report on Form 10-K for the year ended December 31, 2001. We have reclassified
certain amounts from prior periods to conform to current presentation.

We operate and report in one business segment: transportation and storage
of refined products, liquefied petroleum gases (LPGs) and petrochemicals, and
fractionation of natural gas liquids (NGLs). Our interstate transportation
operations, including rates charged to customers, are subject to regulations
prescribed by the Federal Energy Regulatory Commission (FERC). We refer to
refined products and LPGs in this Report collectively, as petroleum products
or products.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets. SFAS 142 requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually. SFAS 142 requires that intangible assets with
definite useful lives be amortized over their respective estimated useful
lives. At March 31, 2002, our investment in Centennial included an excess
investment of $29.5
4Table of ContentsTE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIPNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)million, which will not be amortized according to SFAS 142 (see Note 5.
Equity Investments). We adopted SFAS 142 effective January 1, 2002.Upon the adoption of SFAS 142, we are required to reassess the useful
lives and residual values of all intangible assets acquired, and make necessary
amortization period adjustments by the end of the first interim period after
adoption. We have completed this analysis during the three months ended March
31, 2002, resulting in no change to the amortization period for our intangible
assets.The following table reflects the components of amortized intangible assets
(in thousands):

|                             |                         |       |   |                |        |                   |   |                |        |              |   |        |        |  |   |        |        |  
|---------------------------- | ----------------------- | ----- | - | -------------- | ------ | ----------------- | - | -------------- | ------ | ------------ | - | ------ | ------ |  | - | ------ | ------ | -
|                             |                         |       |   | March 31, 2002 |        | December 31, 2001
|                             |                         |       |   |                |        |                  
|                             |                         |       |   | Gross Carrying |        | Accumulated       |   | Gross Carrying |        | Accumulated 
|                             |                         |       |   | Amount         |        | Amortization      |   | Amount         |        | Amortization
|                             |                         |       |   |                |        |                   |   |                |        |             
|Amortized intangible assets: |                         |       |   |                |        |                   |   |                |        |              |   |        |        |  |   |       
|                             | Fractionation agreement |       | $ | 38,000         |        |                   | $ | (7,600         | )      |              | $ | 38,000 |        |  | $ | (7,125 | )     
|                             | Other                   |       |   | 281            |        |                   |   | (61            | )      |              |   | 281    |        |  |   | (57    | )     
|                             |                         |       |   |                |        |                   |   |                |        |              |   |        |        |  |   |        |       
|                             |                         | Total |   | $              | 38,281 |                   |   | $              | (7,661 | )            |   | $      | 38,281 |  |   | $      | (7,182 | )
|                             |                         |       |   |                |        |                   |   |                |        |              |   |        |        |  |   |        |       

Amortization expense on intangible assets was $0.5 million and $0.5
million for the three months ended March 31, 2002 and 2001, respectively. The
following table sets forth the estimated amortization expense on intangible
assets for the years ending December 31 (in thousands):

|     |  |   |       | 
|---- |  | - | ----- | 
|2002 |  | $ | 1,915 | 
|2003 |  |   | 1,915 | 
|2004 |  |   | 1,915 | 
|2005 |  |   | 1,915 | 
|2006 |  |   | 1,915 | 

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS 143 requires us to record the fair value of an
asset retirement obligation as a liability in the period in which we incur a
legal obligation associated with the retirement of tangible long-lived assets.
A corresponding asset is also recorded and depreciated over the life of the
asset. After the initial measurement of the asset retirement obligation, the
obligation will be adjusted at the end of each period to reflect the passage of
time and changes in the estimated future cash flows underlying the obligation.
We are required to adopt SFAS 143 effective January 1, 2003. We are currently
evaluating the impact of adopting SFAS 143.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 supercedes SFAS No. 121,
Accounting for Long-Lived Assets and For Long-Lived Assets to be Disposed Of,
but retains its fundamental provisions for reorganizing and measuring
impairment losses on long-lived assets held for use and long-lived assets to be
disposed of by sale. We adopted SFAS 144 effective January 1, 2002. The
adoption of SFAS 144 did not have a material effect on our financial position,
results of operations or cash flows.

NOTE 3. DERIVATIVE FINANCIAL INSTRUMENTS

We account for derivative financial instruments in accordance with SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 138, Accounting for Certain Derivative Instruments

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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)

and Certain Hedging Activities, an amendment of
FASB Statement No. 133.
These statements establish accounting and reporting standards requiring that
derivative instruments (including certain derivative instruments embedded in
other contracts) be recorded on the balance sheet at fair value as either
assets or liabilities. The accounting for changes in the fair value of a
derivative instrument depends on the intended use of the derivative and the
resulting designation, which is established at the inception of a derivative.
Special accounting for derivatives qualifying as fair value hedges allows a
derivatives gains and losses to offset related results on the hedged item in
the statement of income. Hedge effectiveness is measured at least quarterly
based on the relative cumulative changes in fair value between the derivative
contract and the hedged item over time. Any change in fair value resulting
from ineffectiveness, as defined by SFAS 133, is recognized immediately in
earnings.

On October 4, 2001, we entered into an interest rate swap agreement to
hedge our exposure to changes in the fair value of our fixed rate 7.51% Senior
Notes due 2028. We have designated this swap agreement, which hedges exposure
to changes in the fair value of the Senior Notes, as a fair value hedge. The
swap agreement has a notional amount of $210 million and matures in January
2028 to match the principal and maturity of the Senior Notes. Under the swap
agreement, we pay a floating rate based on a three month U.S. Dollar LIBOR
rate, plus a spread, and receive a fixed rate of interest of 7.51%. Since this
swap is designated as a fair value hedge, the changes in fair value are
recognized in current earnings. During the three months ended March 31, 2002,
we recognized a gain of $1.7 million, included as a component of interest
expense, on the interest rate swap. No gain or loss from ineffectiveness was
required to be recognized.

By using derivative financial instruments to hedge exposures to changes in
the fair value of fixed rate Senior Notes, we are exposed to credit risk and
market risk. Credit risk is the failure of the counterparty to perform under
the terms of the derivative contract. When the fair value of a derivative
contract is positive, the counterparty owes us, which creates credit risk for
us. When the fair value of a derivative contract is negative, we owe the
counterparty and, therefore, we do not possess credit risk. We minimize the
credit risk in derivative instruments by entering into transactions with major
financial institutions. Market risk is the adverse effect on the value of a
financial instrument that results from a change in interest rates. We manage
market risk associated with interest-rate contracts by establishing and
monitoring parameters that limit the type and degree of market risk that may be
undertaken.

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):

|                       |       |   |           |        |              |   |       |        | 
|---------------------- | ----- | - | --------- | ------ | ------------ | - | ----- | ------ | 
|                       |       |   | March 31, |        | December 31,
|                       |       |   | 2002      |        | 2001        
|                       |       |   |           |        |             
|Gasolines              |       | $ | 4,245     |        |              | $ | 3,670 |       
|Propane                |       |   |          |        |              |   | 1,096 |       
|Butanes                |       |   | 866       |        |              |   | 1,431 |       
|Other products         |       |   | 2,689     |        |              |   | 901   |       
|Materials and supplies |       |   | 3,549     |        |              |   | 3,519 |       
|                       |       |   |           |        |              |   |      
|                       | Total |   | $         | 11,349 |              |   | $     | 10,617 | 
|                       |       |   |           |        |              |   |      

The costs of inventories did not exceed market values at March 31, 2002,
and December 31, 2001.

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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)

NOTE 5. EQUITY INVESTMENTS

In August 2000, we entered into agreements with CMS Energy Corporation and
Marathon Ashland Petroleum LLC to form Centennial Pipeline, LLC (Centennial).
Centennial owns and operates an interstate refined petroleum products pipeline
extending from the upper Texas Gulf Coast to Illinois. Each participant owns a
one-third interest in Centennial. Through 2001, we contributed approximately
$70.0 million for our investment in Centennial. During the three months ended
March 31, 2002, we contributed approximately $3.3 million for our investment in
Centennial. These amounts are included in the equity investment balance at
March 31, 2002.

We use the equity method of accounting for to account for our investment
in Centennial. Summarized financial information for Centennial as of and for
the three months ended March 31, 2002, is presented below (in thousands):

|                       |  |   |         |  
|---------------------- |  | - | ------- | -
|Current assets         |  | $ | 24,219  |  
|Noncurrent assets      |  |   | 262,434 |  
|Current liabilities    |  |   | 7,524   |  
|Long-term debt         |  |   | 140,000 |  
|Noncurrent liabilities |  |   | 13,040  |  
|Partners capital      |  |   | 126,089 |  
|Revenues               |  |   |        |  
|Net loss               |  |   | (3,147  | )

At March 31, 2002, our investment in Centennial included an excess
investment of $29.5 million. Excess investment is the amount by which our
investment balance exceeds our proportionate share of the net assets of the
investment. Due to the adoption of SFAS 142, we are not amortizing the excess
investment in Centennial. On an annual basis, we will test the excess
investment for impairment.

NOTE 6. LONG TERM DEBT

Senior Notes

On January 27, 1998, we 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 were issued at a discount and are being accreted to their face
value over the term of the 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, issued at par, may be redeemed at any time after January 15, 2008, at our
option 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 and rank on a parity
with all of our other unsecured and unsubordinated indebtedness. The indenture
governing the Senior Notes contains covenants, including, but not limited to,
covenants limiting the creation of liens securing indebtedness and sale and
leaseback transactions. However, the indenture does not limit our ability to
incur additional indebtedness. As of March 31, 2002, we were in compliance
with the covenants of the Senior Notes.

We have entered into an interest rate swap agreement to hedge our exposure
to changes in the fair value on a portion of the Senior Notes discussed above.
See Note 3. Derivative Financial Instruments.

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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)

Other Long Term Debt and Credit Facilities

We currently utilize debt financing available from our Parent Partnership
through intercompany notes. The terms of the intercompany notes generally match
the principal and interest payment dates under the Parent Partnerships credit
agreements. The interest rates charged by the Parent Partnership include the
stated interest rate of the Parent Partnership, plus a premium to cover debt
issuance costs. The interest rate is also decreased or increased to cover
gains and losses, respectively, on any interest rate swaps that the Parent
Partnership may have in place on the respective credit agreements. These
credit facilities of the Parent Partnership are described below.

In July 2000, the Parent Partnership entered into a $475 million revolving
credit facility (Three Year Facility) and used the funds to refinance
existing bank credit facilities and to finance the acquisition of assets from
ARCO Pipe Line Company, a wholly-owned subsidiary of Atlantic Richfield Company
for $322.6 million. The acquired assets are held through TCTM, L.P., a 99.999%
owned entity of the Parent Partnership. On April 6, 2001, the Three Year
Facility was amended to provide for revolving borrowings of up to $500 million
including the issuance of letters of credit of up to $20 million. The term of
the revised Three Year Facility was extended to April 6, 2004. The interest
rate is based on the Parent Partnerships option of either the lenders base
rate plus a spread, or LIBOR plus a spread in effect at the time of the
borrowings. The credit agreement for the Three Year Facility contains
restrictive financial covenants that require the Parent Partnership to maintain
a minimum level of partners capital as well as maximum debt-to-EBITDA
(earnings before interest expense, income tax expense and depreciation and
amortization expense) and minimum fixed charge coverage ratios.

In April 2001, the Parent Partnership entered into a 364-day, $200 million
revolving credit agreement (Short-term Revolver). The interest rate is based
on the Parent Partnerships option of either the lenders base rate plus a
spread, or LIBOR plus a spread in effect at the time of the borrowings. The
credit agreement contains restrictive financial covenants that require the
Parent Partnership to maintain a minimum level of partners capital as well as
maximum debt-to-EBITDA and minimum fixed charge coverage ratios. On March 27,
2002, the Short-term Revolver was extended for an additional period of 364
days, commencing on the current termination date in April 2002. At March 31,
2002, the Parent Partnership had no amounts outstanding under the Short-term
Revolver.

On November 13, 2001, certain lenders under the agreement elected to
withdraw from the facilities, and the available borrowing capacities were
reduced. On March 27, 2002, the Three Year Facility and the Short-term
Revolver were amended to increase the borrowing capacities to their original
amounts.

At March 31, 2002, and December 31, 2001, we had an intercompany note
payable of $178.1 million and $149.8 million, respectively, payable to our
Parent Partnership. At December 31, 2001, $80.8 million, included in current
liabilities, related to our borrowings under the Parent Partnerships
Short-term Revolver described above. Our long-term portion at December 31,
2001, totaled $69.0 million and represented borrowings under the Parent
Partnerships Three Year Facility. During the three months ended March 31,
2002, the Parent Partnership issued $500 million of 7.625% Senior Notes. A
portion of the proceeds were used to repay the Short-term Revolver. Thus, at
March 31, 2002, no amounts were included in current liabilities as our share of
the Short-term Revolver had been repaid. Our long-term portion at March 31,
2002, totaled $178.1 million and represent borrowings by us under the Parent
Partnerships Three Year Facility and Senior Notes described above. The
interest rate on the note payable, Parent Partnership at March 31, 2002, was
5.6%. At March 31, 2002, accrued interest includes $1.6 million due to the
Parent Partnership. For the three months ended March 31, 2002, interest costs
incurred on the note payable, Parent Partnership totaled $2.8 million.

NOTE 7. QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH

We make quarterly cash distributions of all of our available cash,
generally defined as consolidated cash receipts less consolidated cash
disbursements and cash reserves established by the general partner in its sole
8Table of ContentsTE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIPNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)discretion. Prior to the restructuring of the General Partner interest on
July 26, 2001, we paid distributions of 98.9899% to the Parent Partnership and
1.0101% to the Company. After July 26, 2001, we pay distributions of 99.999%
to the Parent Partnership and 0.001% to the General Partner.For the three months ended March 31, 2002 and 2001, we paid cash
distributions totaling $22.9 million and $19.5 million, respectively. The
distribution increases reflects our success in improving cash flow levels. On
May 8, 2002, we paid a cash distribution of $22.9 million for the three months
ended March 31, 2002.NOTE 8. COMMITMENTS AND CONTINGENCIESIn the fall of 1999 and on December 1, 2000, the Company and the
Partnership were named as defendants in two separate lawsuits in Jackson County
Circuit Court, Jackson County, Indiana, in Ryan E. McCleery and Marcia S.
McCleery, et. al. v. Texas Eastern Corporation, et. al. (including the Company
and Partnership) and Gilbert Richards and Jean Richards v. Texas Eastern
Corporation, et. al. (including the Company and Partnership).In both cases,
the plaintiffs contend, among other things, that the Company and other
defendants stored and disposed of toxic and hazardous substances and hazardous
wastes in a manner that caused the materials to be released into the air, soil
and water. They further contend that the release caused damages to the
plaintiffs. In their complaints, the plaintiffs allege strict liability for
both personal injury and property damage together with gross negligence,
continuing nuisance, trespass, criminal mischief and loss of consortium. The
plaintiffs are seeking compensatory, punitive and treble damages. The Company
has filed an answer to both complaints, denying the allegations, as well as
various other motions. These cases are in the early stages of discovery and
are not covered by insurance. The Company is defending itself vigorously
against the lawsuits. The plaintiffs have not stipulated the amount of damages
that they are seeking in the suit. We cannot estimate the loss, if any,
associated with these pending lawsuits.On December 21, 2001, we were named as a defendant in a lawsuit in the
10th Judicial District, Natchitoches Parish, Louisiana, in Rebecca L. Grisham
et. al. v. TE Products Pipeline Company, Limited Partnership. In this case,
the plaintiffs contend that the defendants pipeline, which crosses the
plaintiffs property, leaked toxic products onto the plaintiffs property. The
plaintiffs further contend that this leak caused damages to the plaintiffs. We
have filed an answer to the plaintiffs petition denying the allegations. The
plaintiffs have not stipulated the amount of damages they are seeking in the
suit. We are defending ourself vigorously against the lawsuit. We cannot
estimate the damages, if any, associated with this pending lawsuit, however,
this case is covered by insurance.In addition to the litigation discussed above, we have been, in the
ordinary course of business, a defendant in various lawsuits and a party to
various other legal proceedings, some of which are covered in whole or in part
by insurance. We believe that the outcome of these lawsuits and other
proceedings will not individually or in the aggregate have a material adverse
effect on our consolidated financial position, results of operations or cash
flows.Our operations are subject to federal, state and local laws and
regulations governing the discharge of materials into the environment otherwise
relating to environmental protection. Failure to comply with these laws and
regulations may result in the assessment of administrative, civil, and criminal
penalties, imposition of injunctions delaying or prohibiting certain
activities, and the need to perform investigatory and remedial activities.
Although we believe our operations are in material compliance with applicable
environmental laws and regulations, risks of significant costs and liabilities
are inherent in pipeline operations, and we cannot assure you 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 our operations, could result in substantial costs and
liabilities to us. We believe that changes in environmental laws and
regulations will not have a material adverse effect on our financial position,
results of operations or cash flows in the near term.9Table of ContentsTE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIPNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)In 1994, we entered into an Agreed Order with the Indiana Department of
Environmental Management (IDEM) that resulted in the implementation of a
remediation program for groundwater contamination attributable to our
operations at the Seymour, Indiana, terminal. In 1999, the IDEM approved a
Feasibility Study, which includes our proposed remediation program. We expect
the IDEM to issue a Record of Decision formally approving the remediation
program. After the Record of Decision is issued, we will enter into a
subsequent Agreed Order for the continued operation and maintenance of the
remediation program. We have an accrued liability of $0.5 million at March 31,
2002, for future remediation costs at the Seymour terminal. We do not expect
that the completion of the remediation program will have a material adverse
effect on our financial position, results of operations or cash flows.In 1994, the Louisiana Department of Environmental Quality (LDEQ) issued
a compliance order for environmental contamination at our Arcadia, Louisiana,
facility. This contamination may be attributable to our operations, as well as
adjacent petroleum terminals operated by other companies. In 1999, our Arcadia
facility and adjacent terminals were directed by the Remediation Services
Division of the LDEQ to pursue remediation of this containment phase. At March
31, 2002, we have an accrued liability of $0.3 million for remediation costs at
our Arcadia facility. We do not expect that the completion of the remediation
program that we have proposed will have a future material adverse effect on our
financial position, results of operations or cash flows.Centennial has entered into credit facilities totaling $150 million. The
proceeds were used to fund construction and conversion costs of its pipeline
system. As of March 31, 2002, Centennial had borrowed $140 million under its
credit facility. We have guaranteed one-third of the debt of Centennial up to
a maximum amount of $50 million.10Table of Contents
Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsGeneralYou should read the following review of our financial position and results
of operations in conjunction with the Consolidated Financial Statements.
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. Other
Considerations addresses trends, future plans and contingencies that are
reasonably likely to materially affect future liquidity or earnings. These
Consolidated Financial Statements should be read in conjunction with the
financial statements and related notes, together with our discussion and
analysis of financial position and results of operations included in our Annual
Report on Form 10-K for the year ended December 31, 2001.We operate and report in one business segment: transportation and storage
of refined products, LPGs, and petrochemicals and the fractionation of NGLs.
Revenues are derived from the transportation of refined products and LPGs,
storage and short-haul shuttle transportation of LPGs at the Mont Belvieu
complex, intrastate transportation of petrochemicals, fractionation of NGLs,
sale of product inventory and other ancillary services. The two largest
operating expense items are labor and electric power. We generally realize
higher revenues during the first and fourth quarters of each year since our
operations are somewhat seasonal. 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.Results of OperationsThe following table presents volume and average rate information for the
three months ended March 31, 2002 and 2001:

|                          |                         |                                  |   |                                           |        |            |   |            |        |  |  |     |    |   
|------------------------- | ----------------------- | -------------------------------- | - | ----------------------------------------- | ------ | ---------- | - | ---------- | ------ |  |  | --- | -- | --
|                          |                         |                                  |   | Three Months Ended                        |        |            |   |           
|                          |                         |                                  |   | March 31,                                 |        | Percentage
|                          |                         |                                  |   |                                           |        | Increase  
|                          |                         |                                  |   | 2002                                      |        | 2001       |   | (Decrease)
|                          |                         |                                  |   |                                           |        |            |   |           
|                          |                         |                                  |   | (in thousands, except tariff information)
|Volumes Delivered         |                         |                                  |   |                                           |        |            |   |            |        |  |  |    
|                          | Refined products        |                                  |   | 25,765                                    |        |            |   | 27,188     |        |  |  | (5  | %)
|                          | LPGs                    |                                  |   | 12,035                                    |        |            |   | 11,651     |        |  |  | 3   | % 
|                          | Mont Belvieu operations |                                  |   | 9,671                                     |        |            |   | 6,265      |        |  |  | 54  | % 
|                          |                         |                                  |   |                                           |        |            |   |            |        |  |  |     |   
|                          |                         | Total                            |   |                                           | 47,471 |            |   |            | 45,104 |  |  |     | 5  | % 
|                          |                         |                                  |   |                                           |        |            |   |            |        |  |  |     |   
|Average Tariff per Barrel |                         |                                  |   |                                           |        |            |   |            |        |  |  |    
|                          | Refined products        |                                  | $ | 0.98                                      |        |            | $ | 0.96       |        |  |  | 2   | % 
|                          | LPGs                    |                                  |   | 1.94                                      |        |            |   | 2.15       |        |  |  | (10 | %)
|                          | Mont Belvieu operations |                                  |   | 0.15                                      |        |            |   | 0.17       |        |  |  | (12 | %)
|                          |                         | Average system tariff per barrel |   | $                                         | 1.05   |            |   | $          | 1.16   |  |  |     | (9 | %)
|                          |                         |                                  |   |                                           |        |            |   |            |        |  |  |     |   

We reported net income of $18.3 million for the three months ended March
31, 2002, compared to net income of $21.3 million for the three months ended
March 31, 2001. Net income decreased $3.0 million primarily due to a decrease
of $2.7 million in operating revenues, an increase of $1.9 million in costs and
expenses, losses of $0.8 million from equity investments, and a decrease of
$0.2 million in other income  net, partially offset by a decrease of $2.6
million in interest expense (net of amounts capitalized). We discuss the
factors influencing these variances below.

Revenues from refined products transportation decreased $1.0 million for
the three months ended March 31, 2002, compared with the three months ended
March 31, 2001, due to a 5% decrease in the refined products volumes delivered.
MTBE deliveries decreased 0.6 million barrels as a result of the expiration of
contract deliveries to our marine terminal near Beaumont, Texas, effective
April 2001. As a result of the contract expiration, we no longer transport
MTBE through our pipeline system. Jet fuel volumes decreased 0.8 million
barrels, or 11%, due to

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reduced air travel demand in the Midwest market areas. The refined products
average rate per barrel increased 2% from the prior-year period primarily due
to the decreased short-haul MTBE volumes delivered and an
increase in market-based tariff rates in July 2001.

Revenues from LPGs transportation decreased $1.6 million for the three
months ended March 31, 2002, compared with the three months ended March 31,
2001, primarily due to decreased deliveries of propane in the upper Midwest and
Northeast market areas attributable to warmer than normal weather. These
decreases were partially offset by increased butane deliveries in the Midwest
that resulted from favorable price differentials of Gulf Coast butane compared
with competing Midwest supply sources. The LPGs average rate per barrel
decreased 10% from the prior-year period as a result of a decreased percentage
of long-haul deliveries during the three months ended March 31, 2002.

Revenues generated from Mont Belvieu operations increased $1.6 million
during the three months ended March 31, 2002, compared with the three months
ended March 31, 2001, as a result of increased storage revenue and brine
service revenue. Mont Belvieu shuttle volumes delivered increased 54% during
the three months ended March 31, 2002, compared with the three months ended
March 31, 2001, due to increased petrochemical demand. The Mont Belvieu
average rate per barrel decreased during the three months ended March 31, 2002,
as a result of increased contract shuttle deliveries, which generally carry
lower rates.

Other operating revenues decreased $1.6 million during the three months
ended March 31, 2002, compared with the three months ended March 31, 2001,
primarily due to lower propane deliveries at our Providence, Rhode Island,
import facility, lower refined product rental charges, and increased losses we
incurred as a result of exchanging products at different geographic points of
delivery to position product in the Midwest market area. These decreases were
partially offset by increased refined products and LPGs loading fees.

Costs and expenses increased $1.9 million for the three months ended March
31, 2002, compared with the three months ended March 31, 2001. The increase
was made up of a $2.5 million increase in operating, general and administrative
expenses, a $0.2 million increase in depreciation and amortization expense, and
a $0.1 million increase in taxes  other than income taxes. These increases
were partially offset by a $0.9 million decrease in operating fuel and power
expense. Operating, general and administrative expenses increased primarily
due to higher environmental remediation expenses, increased consulting and
contract services and increased labor costs. Depreciation expense increased
from the prior-year period because of assets placed in service during 2001.
Operating fuel and power expense decreased as a result of decreased mainline
throughput. Taxes  other than income taxes increased as a result of a higher
property base.

Net loss from equity investments totaled $0.8 million during the three
months ended March 31, 2002, due to pre-operating expenses of Centennial
Pipeline, LLC (Centennial). Centennial commenced full operations in early
April 2002.

Interest expense decreased $1.2 million during the three months ended
March 31, 2002, compared with the three months ended March 31, 2001, as a
result of borrowings at lower interest rates under the Note Payable, Parent
Partnership, partially offset by higher outstanding debt balances. Interest
capitalized increased $1.3 million during the three months ended March 31,
2002, compared with the corresponding prior year period, as a result of
increased balances of construction work-in-progress primarily related to
Centennial.

Other income  net decreased $0.2 million during the three months ended
March 31, 2002, compared with the three months ended March 31, 2001, due
primarily to lower interest income earned on cash investments.

Financial Condition and Liquidity

Net cash from operations totaled $16.9 million for the three months ended
March 31, 2002. This cash was made up of $25.7 million of income before
charges for depreciation and amortization, partially offset by $8.8 million of
cash used for working capital changes. This compares with net cash from
operations of $22.9 million for the corresponding period in 2001, comprised of
$28.5 million of income before charges for depreciation and

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amortization, partially offset by $5.6 million of cash used for working
capital changes. Net cash from operations for the three months ended March 31,
2002 and 2001, included interest payments of $11.3 million and $15.9 million,
respectively.

Cash flows used in investing activities totaled $21.4 million during the
three months ended March 31, 2002, and was comprised $18.1 million of capital
expenditures and $3.3 million of cash contributions for our interest in the
Centennial joint venture. Cash flows used in investing activities totaled
$10.1 million for the three months ended March 31, 2001, and was comprised of
$8.2 million of capital expenditures, $2.9 million of cash contributions for
our interest in the Centennial joint venture, partially offset by $1.0 million
of net proceeds received from cash investments.

Centennial has entered into credit facilities totaling $150 million. The
proceeds were used to fund construction and conversion costs of its pipeline
system. As of March 31, 2002, Centennial had borrowed $140 million under its
credit facility. We have guaranteed one-third of the debt of Centennial up to
a maximum amount of $50 million.

On February 20, 2002, the Parent Partnership issued $500 million principal
amount of 7.625% Senior Notes due 2012. We and the Parent Partnerships other
significant operating subsidiaries, which include TCTM, L.P., TEPPCO Midstream
Companies, L.P. and Jonah Gas Gathering Company, issued guarantees of this
debt. The guarantees are full, unconditional and joint and several. The
proceeds from the offering were used to reduce the outstanding balances of the
Parent Partnerships credit facilities.

Parent Partnership Credit Facilities

We currently utilize debt financing available from the Parent Partnership
through intercompany notes. The terms of the intercompany notes generally match
the principal and interest payment dates under the Parent Partnerships credit
agreements. The interest rates charged by the Parent Partnership include the
stated interest rate of the Parent Partnership, plus a premium to cover debt
issuance costs. The interest rate is also decreased or increased to cover
gains and losses, respectively, on any interest rate swaps that the Parent
Partnership may have in place on the respective credit agreements. These
credit facilities of the Parent Partnership are described below.

In July 2000, the Parent Partnership entered into a $475 million revolving
credit facility (Three Year Facility) and used the proceeds to refinance
existing bank credit facilities and to finance the acquisition of assets from
ARCO Pipe Line Company, a wholly-owned subsidiary of Atlantic Richfield Company
for $322.6 million. The acquired assets are held through TCTM, L.P., a 99.999%
owned entity of the Parent Partnership. In April 2001, the Three Year Facility
was amended to provide for revolving borrowings of up to $500 million including
the issuance of letters of credit of up to $20 million. The term of the revised
Three Year Facility was extended to April 6, 2004. The interest rate is based
on the Parent Partnerships option of either the lenders base rate plus a
spread, or LIBOR plus a spread in effect at the time of the borrowings. The
credit agreement for the Three Year Facility contains restrictive financial
covenants that require the Parent Partnership to maintain a minimum level of
partners capital as well as maximum debt-to-EBITDA (earnings before interest
expense, income tax expense and depreciation and amortization expense) and
minimum fixed charge coverage ratios.

In April 2001, the Parent Partnership entered into a 364-day, $200 million
revolving credit agreement (Short-term Revolver). The interest rate is based
on the Parent Partnerships option of either the lenders base rate plus a
spread, or LIBOR plus a spread in effect at the time of the borrowings. The
credit agreement contains restrictive financial covenants that require the
Parent Partnership to maintain a minimum level of partners capital as well as
maximum debt-to-EBITDA and minimum fixed charge coverage ratios. On March 27,
2002, the Short-term Revolver was extended for an additional period of 364
days, commencing on the current termination date in April 2002. At March 31,
2002, no amounts were outstanding under the Short-term Revolver.

On November 13, 2001, certain lenders under the Three Year Facility and
the Short-term Revolver elected to withdraw from the facilities, and the
available borrowing capacities were reduced. On March 27, 2002, the Three

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Year Facility and the Short-term Revolver were amended to increase the
borrowing capacities to their original amounts.

At March 31, 2002, and December 31, 2001, we had an intercompany note
payable of $178.1 million and $149.8 million, respectively, payable to our
Parent Partnership. At December 31, 2001, $80.8 million, included in current
liabilities, related to our borrowings under the Parent Partnerships
Short-term Revolver described above. Our long-term portion at December 31,
2001, totaled $69.0 million and represented borrowings under the Parent
Partnerships Three Year Facility. During the three months ended March 31,
2002, the Parent Partnership issued $500 million of 7.625% Senior Notes. A
portion of the proceeds were used to repay the Short-term Revolver. Thus, at
March 31, 2002, no amounts were included in current liabilities as our share of
the Short-term Revolver had been repaid. Our long-term portion at March 31,
2002 totaled $178.1 million and represent borrowings by us under the Parent
Partnerships Three Year Facility and Senior Notes described above. The
interest rate on the note payable, Parent Partnership at March 31, 2002, was
5.6%. At March 31, 2002, accrued interest includes $1.6 million due to the
Parent Partnership. For the three months ended March 31, 2002, interest costs
incurred on the note payable, Parent Partnership totaled $2.8 million.

Senior Notes

On January 27, 1998, we 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 were issued at a discount and are being accreted to their face
value over the term of the 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, issued at par, may be redeemed at any time after January 15, 2008, at our
option, 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 and rank on a parity
with all of our other unsecured and unsubordinated indebtedness.

In October 2001, we entered into an interest rate hedge agreement with a
notional amount and expiration related to a portion of our Senior Notes, as
more fully described in Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Cash Distributions

For the three months ended March 31, 2002 and 2001, we paid cash
distributions of $22.9 million and $19.5 million, respectively. The
distribution increases reflect our success in improving cash flow levels. On
May 8, 2002, we paid a cash distribution of $22.9 million for the three months
ended March 31, 2002.

Future Capital Needs and Commitments

We estimate that capital expenditures, excluding acquisitions, for 2002
will be approximately $56 million (which includes $4 million of capitalized
interest). We expect to use approximately $21 million for revenue generating
projects. We also expect to use approximately $20 million for maintenance
capital spending and approximately $11 million for system upgrade projects.
Revenue generating projects will include the completion of facilities to
support the receipt and delivery locations with Centennial and other projects
to expand our service capabilities. We expect to use approximately $4.9
million of maintenance capital spending for pipeline rehabilitation projects to
comply with regulations enacted by the United States Department of
Transportation Office of Pipeline Safety. We continually review and evaluate
potential capital improvements and expansions that would be complementary to
our present system. These expenditures can vary greatly depending on the
magnitude of our transactions. Capital expenditures may be financed through
internally generated funds, debt or capital contributions from the Parent
Partnership.

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Our debt repayment obligations consist of payments for principal and
interest on (i) Senior Notes, $180 million principal amount due January 15,
2008, and $210 million principal amount due January 15, 2028, and (ii) $178.1
million principal amount due to the Parent Partnership related to our share of
the Parent Partnerships Three Year Facility and Senior Notes, due in April
2004 and February 2012, respectively. We expect to repay the long-term, senior
unsecured obligations through the issuance of additional long-term senior
unsecured debt at the time the 2008 and 2028 debt matures, proceeds from
dispositions of assets, or any combination of the above items.

We are also contingently liable as guarantor for the lesser of one-third
or $50 million principal amount (plus interest) of the joint venture borrowings
of Centennial. We expect to contribute an additional $4.4 million to
Centennial in the remaining nine months of 2002. We are also contingently
liable as guarantor for $500 million 7.625% Senior Notes due 2012 issued in
February 2002 by the Parent Partnership. We do not rely on off-balance sheet
borrowings to fund our acquisitions. We have no off-balance sheet commitments
for indebtedness other than the guarantee of Centennial debt, the Parent
Partnership debt and leases covering assets utilized in several areas of its
operations.

The following table summarizes our material contractual obligations as of
March 31, 2002 (in millions).

|                                 |       |   |                                            |       |        |   |           |     |           |   |               |      |  |   |     |     |  |   |       |       | 
|-------------------------------- | ----- | - | ------------------------------------------ | ----- | ------ | - | --------- | --- | --------- | - | ------------- | ---- |  | - | --- | --- |  | - | ----- | ----- | 
|                                 |       |   | Amount of Commitment Expiration Per Period
|                                 |       |   |                                           
|                                 |       |   |                                            |       |        |   | Less than |     |           |   |               |      |  |   |     |     |  |   |      
|                                 |       |   | Total                                      |       | 1 Year |   | 2-3 Years |     | 4-5 Years |   | After 5 Years
|                                 |       |   |                                            |       |        |   |           |     |           |   |              
|Note payable, Parent Partnership |       | $ | 178.1                                      |       |        | $ |          |     |           | $ | 40.6          |      |  | $ |    |     |  | $ | 137.5 |      
|6.45% Senior Notes due 2008      |       |   | 180.0                                      |       |        |   |          |     |           |   |              |      |  |   |    |     |  |   | 180.0 |      
|7.51% Senior Notes due 2028      |       |   | 210.0                                      |       |        |   |          |     |           |   |              |      |  |   |    |     |  |   | 210.0 |      
|Centennial cash contributions    |       |   | 4.4                                        |       |        |   | 4.4       |     |           |   |              |      |  |   |    |     |  |   |      |      
|Operating leases                 |       |   | 21.8                                       |       |        |   | 5.2       |     |           |   | 9.3           |      |  |   | 7.2 |     |  |   | 0.1   |      
|                                 |       |   |                                            |       |        |   |           |     |           |   |               |      |  |   |     |     |  |   |       |      
|                                 | Total |   | $                                          | 594.3 |        |   | $         | 9.6 |           |   | $             | 49.9 |  |   | $   | 7.2 |  |   | $     | 527.6 | 
|                                 |       |   |                                            |       |        |   |           |     |           |   |               |      |  |   |     |     |  |   |       |      

Sources of Future Capital

We expect that our cash flow from operating activities will be adequate to
fund cash distributions and capital additions necessary to maintain existing
operations. However, expansionary capital projects and acquisitions may
require additional capital contributions from the Parent Partnership. No
capital contributions were made by the Parent Partnership during the three
months ended March 31, 2002 and 2001. The Parent Partnership has funded its
capital commitments from operating cash flow, borrowings under bank credit
facilities, the issuance of long term debt in capital markets and public
offering of Limited Partner Units. We expect future capital needs would be
similarly funded.

On February 11, 2002, Moodys Investors Service assigned the Parent
Partnership a senior unsecured debt rating, including the rating on its 7.625%
Senior Notes, of Baa2 and confirmed the Baa2 senior unsecured rating for us.
Both ratings were given with negative outlooks due primarily to Moodys
concerns about current debt levels resulting from financing of the Parent
Partnerships recent acquisitions. Moodys indicated they may lower the Parent
Partnerships ratings if the Parent Partnership is not successful in reducing
its debt to target levels where the Parent Partnerships debt-to-EBITDA ratio
would be below 4 to 1. Generally, a subsidiarys credit rating will not be
higher than its parent. The Parent Partnership is evaluating alternatives to
lowering its debt-to-EBITDA ratio. Reductions in the Parent Partnerships
credit ratings could increase the debt financing costs and possibly reduce the
availability of financing to both us and the Parent Partnership. A rating
reflects only the view of a rating agency and is not a recommendation to buy,
sell or hold any indebtedness. Any rating can be revised upward or downward or
withdrawn at any time by a rating agency if it decides that the circumstances
warrant such a change.

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Other Considerations

Our operations are subject to federal, state and local laws and
regulations governing the discharge of materials into the environment otherwise
relating to environmental protection. Failure to comply with these laws and
regulations may result in the assessment of administrative, civil, and criminal
penalties, imposition of injunctions delaying or prohibiting certain
activities, and the need to perform investigatory and remedial activities.
Although we believe our operations are in material compliance with applicable
environmental laws and regulations, risks of significant costs and liabilities
are inherent in pipeline operations, and we cannot assure you 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 our operations, could result in substantial costs and
liabilities to us. We believe that changes in environmental laws and
regulations will not have a material adverse effect on our financial position,
results of operations or cash flows in the near term.

In 1994, we entered into an Agreed Order with the IDEM that resulted in
the implementation of a remediation program for groundwater contamination
attributable to our operations at the Seymour, Indiana, terminal. In 1999, the
IDEM approved a Feasibility Study, which includes our proposed remediation
program. We expect the IDEM to issue a Record of Decision formally approving
the remediation program. After the Record of Decision is issued, we will enter
into a subsequent Agreed Order for the continued operation and maintenance of
the remediation program. We have an accrued liability of $0.5 million on March
31, 2002, for future remediation costs at the Seymour terminal. We do not
expect that the completion of the remediation program will have a future
material adverse effect on our financial position, results of operations or
cash flows.

In 1994, the LDEQ issued a compliance order for environmental
contamination at our Arcadia, Louisiana, facility. This contamination may be
attributable to our operations, as well as adjacent petroleum terminals
operated by other companies. In 1999, our Arcadia facility and adjacent
terminals were directed by the Remediation Services Division of the LDEQ to
pursue remediation of this containment phase. At March 31, 2002, we have an
accrued liability of $0.3 million for remediation costs at our Arcadia
facility. We do not expect that the completion of the remediation program that
we have proposed will have a future material adverse effect on our financial
position, results of operations or cash flows.

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets. SFAS 142 requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually. SFAS 142 requires that intangible assets with
definite useful lives be amortized over their respective estimated useful
lives. At March 31, 2002, our investment in Centennial included an excess
investment of $29.5 million, which will not be amortized according to SFAS 142
(see Note 5. Equity Investments). We adopted SFAS 142 effective January 1,
2002. The adoption of SFAS 142 did not have a material effect on our financial
position, results of operations or cash flows.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS 143 requires us to record the fair value of an
asset retirement obligation as a liability in the period in which we incur a
legal obligation for the retirement of tangible long-lived assets. A
corresponding asset is also recorded and depreciated over the life of the
asset. After the initial measurement of the asset retirement obligation, the
obligation will be adjusted at the end of each period to reflect the passage of
time and changes in the estimated future cash flows underlying the obligation.
We are required to adopt SFAS 143 effective January 1, 2003. We are currently
evaluating the impact of adopting SFAS 143.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 supercedes SFAS No. 121,
Accounting for Long-Lived Assets and For Long-Lived Assets to be Disposed Of,
but retains its fundamental provisions for reorganizing and measuring
impairment losses on long-lived assets held for use and long-lived assets to be
disposed of by sale. We adopted SFAS 144 effective January 1,

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2002. The adoption of SFAS 144 did not have a material effect on our
financial position, results of operations or cash flows.

Forward-Looking Statements

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 we expect or anticipate 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 our 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 us in
light of our experience and our perception of historical trends, current
conditions and expected future developments as well as other factors we believe
are appropriate under the circumstances. However, whether actual results and
developments will conform with our 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 us, competitive actions by other pipeline companies, changes
in laws or regulations, and other factors, many of which are beyond our
control. Consequently, all of the forward-looking statements made in this
document are qualified by these cautionary statements and we cannot assure you
that actual results or developments that we anticipate will be realized or,
even if substantially realized, that they will have the expected consequences
to or effect on us or our business or operations. For additional discussion of
such risks and uncertainties, see our 2001 Annual Report on Form 10-K and other
filings we have made with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We may be exposed to market risk through changes in commodity prices and
interest rates as discussed below. We do not have foreign exchange risks. Our
Risk Management Committee has established policies to monitor and control these
market risks. The Risk Management Committee is comprised, in part, of senior
executives of the Company.

We have utilized and expect to continue to utilize derivative financial
instruments with respect to a portion of our interest rate and fair value
risks. These transactions generally are swaps, and we enter into them with
major financial institutions. The derivative financial instrument related to
our fair value risks are intended to reduce our exposure to changes in the fair
value of the fixed rate Senior Notes resulting from changes in interest rates.
Gains and losses from its interest rate financial instruments have been
recognized in interest expense for the periods to which the derivative
financial instrument relate.

At March 31, 2002, and December 31, 2001, we had an intercompany note
payable of $178.1 million and $149.8 million, respectively, payable to our
Parent Partnership. At December 31, 2001, $80.8 million, included in current
liabilities, related to our borrowings under the Parent Partnerships
Short-term Revolver described above. Our long-term portion at December 31,
2001, totaled $69.0 million and represented borrowings under the Parent
Partnerships Three Year Facility. During the three months ended March 31,
2002, the Parent Partnership issued $500 million of 7.625% Senior Notes. A
portion of the proceeds were used to repay the Short-term Revolver. Thus, at
March 31, 2002, no amounts were included in current liabilities as our share of
the Short-term Revolver had been repaid. Our long-term portion at March 31,
2002, totaled $178.1 million and represent borrowings by us under the Parent
Partnerships Three Year Facility and Senior Notes described above. The
interest rate on the note payable, Parent Partnership at March 31, 2002, was
5.6%. At March 31, 2002, accrued interest includes $1.6 million due to the
Parent Partnership. For the three months ended March 31, 2002, interest costs
incurred on the note payable, Parent Partnership totaled $2.8 million.

As of March 31, 2002, we had in place an interest rate swap agreement to
hedge our exposure to changes in the fair value of our fixed rate 7.51% Senior
Notes due 2028. The swap agreement has a notional amount of $210

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million and matures in January 2028 to match the principal and maturity of
the Senior Notes. Under the swap agreement, we pay a floating rate based on a
three month U.S. Dollar LIBOR rate, plus a spread, and receive a fixed rate of
interest of 7.51%. During the three months ended March 31, 2002, we recognized
a gain of $1.7 million, included as a component of interest expense, on the
interest rate swap. No gain or loss from ineffectiveness was required to be
recognized.

At March 31, 2002, we 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. At March 31, 2002, the estimated fair value of the Senior
Notes was approximately $361.6 million.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits:

|      |  |                                                                                                                                                                                                                                                                                                                                      
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1   |  | 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).
|10.1+ |  | 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).                                                 
|10.2  |  | 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).                                                                                              
|10.3+ |  | Texas Eastern Products Pipeline Company Management Incentive Compensation Plan
executed on January 30, 1992 (Filed as Exhibit 10 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter ended March 31, 1992 and
incorporated herein by reference).                                                     
|10.4+ |  | 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).                                                    
|10.5+ |  | Form of Amendment to Texas Eastern Products Pipeline Company Long-Term Incentive
Compensation Plan (Filed as Exhibit 10.7 to 10-K of TEPPCO Partners, L.P. (Commission
File No. 1-10403) for the year ended December 31, 1995 and incorporated herein by
reference).                                                                 
|10.6+ |  | Duke Energy Corporation Executive Savings Plan (Filed as Exhibit 10.7 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
1999 and incorporated herein by reference).                                                                                                                
|10.7+ |  | Duke Energy Corporation Executive Cash Balance Plan (Filed as Exhibit 10.8 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended
December 31, 1999 and incorporated herein by reference).                                                                                                           
|10.8+ |  | Duke Energy Corporation Retirement Benefit Equalization Plan (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, 1999 and incorporated herein by reference).                                                                                                  
|10.9+ |  | 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).                                                                                                           

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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10+ |  | 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).                                                                                                                                   
|10.11+ |  | 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).                                                                                                                    
|10.12  |  | 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).                                                                                                                 
|10.13+ |  | Form of Employment Agreement between the Company and Thomas R. Harper, David L.
Langley, Charles H. Leonard, James C. Ruth, John N. Goodpasture, Leonard W. Mallett,
Stephen W. Russell, David E. Owen, and Barbara A. Carroll (Filed as Exhibit 10.20 to
Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended
December 31, 1998 and incorporated herein by reference).   
|10.14+ |  | Employment Agreement with Barry R. Pearl (Filed as Exhibit 10.30 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31,
2001 and incorporated herein by reference).                                                                                                                                                                                         
|10.15  |  | 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).                                                                        
|10.16  |  | 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).      
|10.17  |  | 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).                                                                                                                                                                                    
|10.18  |  | Credit Agreement between TEPPCO Partners, L.P., SunTrust Bank, and Certain Lenders,
dated July 14, 2000 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2000 and incorporated
herein by reference).                                                                                                                           
|10.19+ |  | Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Amendment
and Restatement, Effective January 1, 2000 (Filed as Exhibit 10.28 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2000 and incorporated herein by reference).                                                                                                 
|10.20+ |  | TEPPCO Supplemental Benefit Plan, effective April 1, 2000 (Filed as Exhibit 10.29 to
Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended
December 31, 2000 and incorporated herein by reference).                                                                                                                                                                        
|10.21  |  | Contribution, Assignment and Amendment Agreement amount TEPPCO Partners, L.P.,
TE Products Pipeline Company, Limited Partnership, TCTM, L.P., Texas Eastern Products
Pipeline Company, LLC, and TEPPCO GP, Inc., dated July 26, 2001 (Filed as Exhibit 3.6
to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter
ended June 30, 2001 and incorporated herein by reference).
|10.22+ |  | Second Amended and Restated Agreement of Limited Partnership of TE Products Pipeline
Company, Limited Partnership, effective September 21, 2001 (Filed as Exhibit 3.8 to
Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended
September 30, 2001, and incorporated herein by reference).                                                                               



---

|+ |  | A management contract or compensation plan or arrangement.
|- |  | ----------------------------------------------------------

(b)  Reports on Form 8-K filed during the quarter ended March 31, 2002:



| |                                                     
| | ----------------------------------------------------
| | A Report on Form 8-K was filed on February 20, 2002.

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SIGNATURES

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

|      |  |              |  |                                                   |                                                                                | 
|----- |  | ------------ |  | ------------------------------------------------- | ------------------------------------------------------------------------------ | 
|      |  |              |  | TE Products Pipeline Company, Limited Partnership
|      |  |              |  |                                                   | (Registrant)
(A Delaware Limited Partnership)                                  | 
|      |  |              |  |                                                   |                                                                                | 
|      |  |              |  | By:                                               | TEPPCO GP, Inc.,
as General Partner                                           
|      |  |              |  |                                                   |                                                                                | 
|      |  |              |  | By:                                               | /s/ BARRY R. PEARL                                                            
|      |  |              |  |                                                   |                                                                               
|      |  |              |  |                                                   | Barry R. Pearl,
President, Chief Executive
Officer and Director               
|      |  |              |  |                                                   |                                                                                | 
|      |  |              |  | By:                                               | /s/ CHARLES H. LEONARD                                                        
|      |  |              |  |                                                   |                                                                               
|      |  |              |  |                                                   | Charles H. Leonard,
Senior Vice President, Chief Financial Officerand Director
|Date: |  | May 13, 2002 |  |                                                   |                                                                                | 

20