**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, CHARLES H. LEONARD,certify that:

 

1.                                       I have reviewed this quarterly report on Form 10-Q ofTE Products Pipeline Company, Limited Partnership;

 

2.                                       Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.                                       Based on my knowledge, the financial statements, andother financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.                                       The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand have:

 

a)              Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b)             [intentionally omittedpursuant to SEC Release No. 34-47986];

 

c)              Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this quarterly report based on suchevaluation; and

 

d)             Disclosed in this quarterly report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                                       The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              All significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

b)             Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| November 2,  2004 | /s/  CHARLES  H. LEONARD                 |   |
|-------------------|----------------------------------------------------|--------|
|              | Charles H.  Leonard                                |
|              | Senior Vice  President and Chief Financial Officer |
|              | TEPPCO GP,  Inc., General Partner                  |

 

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