<PAGE>

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                                       OR

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

                    For the Quarter Ended September 30, 2001


                           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                     (I.R.S. Employer
            or Organization)                      Identification Number)




                               2929 ALLEN PARKWAY
                                  P.O. BOX 2521
                            HOUSTON, TEXAS 77252-2521
          (Address of principal executive offices, including zip code)

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


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



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

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

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

Current assets:
  Cash and cash equivalents ..............................................   $        6,689   $       15,702
  Accounts receivable, trade .............................................           20,772           26,182
  Inventories ............................................................            9,953            8,011
  Other ..................................................................           11,363            4,220
                                                                             --------------   --------------
     Total current assets ................................................           48,777           54,115
                                                                             --------------   --------------
Property, plant and equipment, at cost (Net of accumulated
  depreciation and amortization of $254,602 and $237,858) ................          674,761          642,381
Equity investments .......................................................           39,261            5,416
Intangible assets ........................................................           31,578           33,014
Other assets .............................................................           14,729           20,581
                                                                             --------------   --------------
     Total assets ........................................................   $      809,106   $      755,507
                                                                             ==============   ==============

                                         LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable and accrued liabilities ...............................   $        9,822   $       12,177
  Accounts payable, Texas Eastern Products Pipeline Company, LLC .........           12,522            5,053
  Accrued interest .......................................................            6,234           13,947
  Other accrued taxes ....................................................            7,179            6,565
  Other ..................................................................           11,654            9,319
                                                                             --------------   --------------
     Total current liabilities ...........................................           47,411           47,061
                                                                             --------------   --------------
Senior Notes .............................................................          389,807          389,783
Note Payable, Parent Partnership .........................................          120,798           79,757
Other liabilities and deferred credits ...................................            3,918            3,991
Partners' capital:
  General partner's interest .............................................               --            2,383
  Limited partner's interest .............................................          247,172          232,532
                                                                             --------------   --------------
     Total partners' capital .............................................          247,172          234,915
                                                                             --------------   --------------
Commitments and contingencies (Note 6)
     Total liabilities and partners' capital .............................   $      809,106   $      755,507
                                                                             ==============   ==============
</Table>


          See accompanying Notes to Consolidated Financial Statements.



                                       2
<PAGE>

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                 THREE MONTHS      THREE MONTHS      NINE MONTHS       NINE MONTHS
                                                    ENDED             ENDED             ENDED             ENDED
                                                SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,
                                                     2001              2000              2001              2000
                                                --------------    --------------    --------------    --------------
<S>                                             <C>               <C>               <C>               <C>
Operating revenues:
  Transportation - Refined products .........   $       32,161    $       29,483    $      109,748    $       90,198
  Transportation - LPGs .....................           15,669            14,477            54,174            47,961
  Mont Belvieu operations ...................            3,977             3,015             9,871            10,369
  Other -  net ..............................            8,555             6,135            31,132            22,648
                                                --------------    --------------    --------------    --------------
     Total operating revenues ...............           60,362            53,110           204,925           171,176
                                                --------------    --------------    --------------    --------------

Costs and expenses:
  Operating, general and administrative .....           20,393            18,960            56,625            57,855
  Operating fuel and power ..................            8,303             8,094            25,545            23,310
  Depreciation and amortization .............            7,179             6,908            21,563            20,565
  Taxes - other than income taxes ...........            1,304             2,441             6,151             7,202
                                                --------------    --------------    --------------    --------------
     Total costs and expenses ...............           37,179            36,403           109,884           108,932
                                                --------------    --------------    --------------    --------------

     Operating income .......................           23,183            16,707            95,041            62,244

Interest expense ............................           (8,814)           (9,450)          (26,111)          (26,192)
Interest costs capitalized ..................              909             1,551             1,844             3,816
Equity losses................................             (296)             (145)             (635)              (49)
Other income - net ..........................              448               556             1,183             1,753
                                                --------------    --------------    --------------    --------------

     Net income .............................   $       15,430    $        9,219    $       71,322    $       41,572
                                                ==============    ==============    ==============    ==============
</Table>



          See accompanying Notes to Consolidated Financial Statements.



                                       3
<PAGE>

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                          NINE MONTHS       NINE MONTHS
                                                                             ENDED             ENDED
                                                                         SEPTEMBER 30,     SEPTEMBER 30,
                                                                              2001              2000
                                                                         --------------    --------------
<S>                                                                      <C>               <C>
Cash flows from operating activities:
  Net income .........................................................   $       71,322    $       41,572
  Adjustments to reconcile net income to cash provided by
   operating activities:
     Depreciation and amortization ...................................           21,563            20,565
     Non-cash portion of interest expense ............................              465               879
     Equity in loss (income) of affiliate ............................              635               (49)
     Decrease in accounts receivable, trade ..........................            5,410             3,696
     Decrease (increase) in inventories ..............................           (1,942)            1,166
     Decrease (increase) in other current assets .....................           (8,145)            1,216
     Increase (decrease) in accounts payable and accrued expenses ....              350            (3,544)
     Other ...........................................................            2,813              (468)
                                                                         --------------    --------------
          Net cash provided by operating activities ..................           92,471            65,033
                                                                         --------------    --------------

Cash flows from investing activities:
  Proceeds from cash investments .....................................            3,236             1,475
  Purchases of cash investments ......................................               --            (2,000)
  Investment in Centennial Pipeline Company ..........................          (34,335)           (2,984)
  Capital expenditures ...............................................          (52,500)          (46,283)
                                                                         --------------    --------------
          Net cash used in investing activities ......................          (83,599)          (49,792)
                                                                         --------------    --------------

Cash flows from financing activities:
  Proceeds from term loan and revolving credit facility ..............               --            20,000
  Repayment on revolving credit facility .............................               --           (83,000)
  Note Payable, Parent Partnership, net ..............................           40,573            95,377
  Advances to limited partner ........................................               --            (5,171)
  Distributions ......................................................          (58,458)          (51,281)
                                                                         --------------    --------------
          Net cash used in financing activities ......................          (17,885)          (24,075)
                                                                         --------------    --------------

Net decrease in cash and cash equivalents ............................           (9,013)           (8,834)

Cash and cash equivalents at beginning of period .....................           15,702            23,267
                                                                         --------------    --------------
Cash and cash equivalents at end of period ...........................   $        6,689    $       14,433
                                                                         ==============    ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Interest paid during the period (net of capitalized interest) ........   $       30,853    $       26,451
</Table>


          See accompanying Notes to Consolidated Financial Statements.



                                       4
<PAGE>

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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") holds 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 .001% general partner interest in the Partnership. Texas
Eastern Products Pipeline Company, LLC (the "Company"), a Delaware limited
liability company, serves as the general partner of the Parent Partnership. The
Company is a wholly-owned subsidiary of Duke Energy Field Services, LP ("DEFS"),
a joint venture between Duke Energy Company ("Duke Energy") and Phillips
Petroleum Company. Duke Energy holds a majority interest in DEFS.

         On July 26, 2001, the Company restructured its general partner
ownership of the Partnership to cause it to be wholly-owned by the Parent
Partnership. TEPPCO GP succeeded the Company as general partner of the
Partnership. All remaining partner interests in the Partnership 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 to the aggregate interest that the Company had prior to the
restructuring through its combined interests in the Parent Partnership and the
Partnership. As a result, the Parent Partnership holds a 99.999% limited partner
interest in the Partnership and TEPPCO GP holds a .001% general partner
interest.

         TEPPCO GP, as general partner, performs all management and operating
functions required for the Partnership pursuant to the Agreement of Limited
Partnership of TE Products Pipeline Company, Limited Partnership ("the
Partnership Agreement"). The General Partner is reimbursed by the Partnership
for all reasonable direct and indirect expenses incurred in managing the
Partnership.

         The accompanying unaudited consolidated financial statements reflect
all adjustments, which are, in the opinion of management, of a normal and
recurring nature and necessary for a fair statement of the financial position of
the Partnership as of September 30, 2001, and the results of operations and cash
flows for the periods presented. The results of operations for the nine months
ended September 30, 2001, are not necessarily indicative of results of
operations for the full year 2001. The interim financial statements should be
read in conjunction with the Partnership's 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, 2000. Certain amounts
from the prior year have been reclassified to conform to current presentation.

         The Partnership operates in one business segment: refined products,
liquefied petroleum gases ("LPGs") and petrochemicals transportation
("Downstream Segment"). The Partnership's interstate transportation operations,
including rates charged to customers, are subject to regulations prescribed by
the Federal Energy Regulatory Commission ("FERC"). Refined products and LPGs are
referred to herein, collectively, as "petroleum products" or "products."


NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

         Effective January 1, 2001, the Partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities, and SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an amendment of SFAS No.
133. These statements establish accounting and reporting standards requiring
that derivative instruments (including certain derivative instruments embedded
in other contracts) be recorded in the balance sheet at fair value and included
in the balance sheet as 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. For derivative instruments designated as
cash flow hedges, changes in fair value, to the extent the hedge is effective,
are recognized in other comprehensive income until the hedged item is recognized
in earnings. Hedge effectiveness is measured at least quarterly based on



                                       5
<PAGE>

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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 No. 133, is recognized immediately in
earnings. The Partnership has made limited use of derivative instruments in the
past. The adoption of SFAS No. 133 and SFAS No. 138 had no impact on the
Partnership.

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that the purchase method of accounting
be used for all business combinations and specifies that certain acquired
intangible assets be reported apart from goodwill. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually. SFAS No. 142
requires that intangible assets with definite useful lives be amortized over
their respective estimated useful lives. The Partnership has adopted SFAS No.
141, and will adopt SFAS No. 142 effective January 1, 2002.

         At September 30, 2001, the Partnership had no unamortized goodwill. The
Partnership does not anticipate the adoption of SFAS No. 142 will have a
material adverse impact on its financial position or results of operations.

NOTE 3. INVENTORIES

         Inventories are carried at the lower of cost (based on weighted average
cost method) or market. The major components of inventories were as follows (in
thousands):



<Table>
<Caption>
                                 SEPTEMBER 30,     DECEMBER 31,
                                      2001             2000
                                 --------------   --------------
<S>                              <C>              <C>
Gasolines ....................   $          588   $        3,795
Propane ......................              463               --
Butanes ......................            3,017              267
Fuel oil .....................               44               82
Other products ...............            1,470              555
Materials and supplies .......            4,371            3,312
                                 --------------   --------------
          Total ..............   $        9,953   $        8,011
                                 ==============   ==============
</Table>


         The costs of inventories did not exceed market values at September 30,
2001, and December 31, 2000.


NOTE 4. LONG TERM DEBT

SENIOR NOTES

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

         The Senior Notes do not have sinking fund requirements. Interest on the
Senior Notes is payable semiannually in arrears on January 15 and July 15 of
each year. The Senior Notes are unsecured obligations of the Partnership and
will rank on a parity with all other unsecured and unsubordinated indebtedness
of the Partnership. 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 the Partnership's ability to incur additional indebtedness.



                                       6
<PAGE>

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

         On October 4, 2001, the Partnership entered into an interest rate swap
agreement to hedge its exposure to changes in the fair value of its $210 million
principal amount of 7.51% fixed rate Senior Notes. 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, the
Partnership pays a floating rate based on a three month USD LIBOR rate, plus a
spread, and receives a fixed rate of interest of 7.51%.


OTHER LONG TERM DEBT AND CREDIT FACILITIES

         On July 14, 2000, the Parent Partnership entered into a $75 million
term loan and a $475 million revolving credit facility. On July 21, 2000, the
Parent Partnership borrowed $75 million under the term loan and $340 million
under the revolving credit facility. The funds were used to refinance existing
credit facilities, other than the Senior Notes, and to finance the acquisition
of ARCO Pipe Line Company ("ARCO"), a wholly-owned subsidiary of Atlantic
Richfield Company. The ARCO assets are held through TCTM, L.P. (the "Crude Oil
OLP"), a 99.999% owned entity of the Parent Partnership. The term loan was
repaid by the Parent Partnership on October 25, 2000 from proceeds received from
the issuance of additional Limited Partner Units. On April 6, 2001, the Parent
Partnership's $475 million revolving credit agreement was amended to permit
borrowings up to $500 million and to allow for letters of credit up to $20
million. The term of the revised credit agreement was extended to April 6, 2004.
Additionally, on April 6, 2001, the Parent Partnership entered into a 364-day,
$200 million revolving credit agreement. The interest rate is based on the
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 agreements
contain 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.

         At September 30, 2001, Note Payable, Parent Partnership represents an
intercompany note payable of $120.8 million payable to the Parent Partnership to
cover the debt service requirements for amounts paid on behalf of the
Partnership. The Note Payable, Parent Partnership bears interest at a variable
rate based in part on the effective yield of the Parent Partnership's credit
facilities described above. The weighted average interest rate on the Note
Payable, Parent Partnership at September 30, 2001, was 6.8%. At September 30,
2001, accrued interest includes $0.5 million due the Parent Partnership. For the
nine months ended September 30, 2001, interest costs incurred on the Note
Payable, Parent Partnership totaled $5.3 million.


NOTE 5. QUARTERLY DISTRIBUTONS OF AVAILABLE CASH

         The Partnership makes quarterly cash distributions of all of its
Available Cash, generally defined as consolidated cash receipts less
consolidated cash disbursements and cash reserves established by the General
Partner in its sole discretion or as required by the terms of the Notes.
Generally, distributions are made 99.999% to the Parent Partnership and .001% to
the General Partner.

         On August 6, 2001, the Partnership paid a cash distribution of $19.5
million for the quarter ended June 30, 2001. Additionally, on October 17, 2001,
the Partnership declared a cash distribution of $19.5 million for the quarter
ended September 30, 2001. The distribution was paid on November 5, 2001.


NOTE 6. COMMITMENTS AND CONTINGENCIES

         In 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. In both cases 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



                                       7
<PAGE>

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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 Partnership cannot
estimate the loss, if any, associated with these pending lawsuits.

         The Partnership is involved in various other claims and legal
proceedings incidental to its business. In the opinion of management, these
claims and legal proceedings will not have a material adverse effect on the
Partnership's consolidated financial position, results of operations or cash
flows.

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

         The Partnership and the Indiana Department of Environmental Management
("IDEM") have entered into an Agreed Order that will ultimately result in a
remediation program for any groundwater contamination attributable to the
Partnership's operations at the Seymour, Indiana, terminal. A Feasibility Study,
which includes the Partnership's proposed remediation program, has been approved
by IDEM. IDEM is expected to issue a Record of Decision formally approving the
remediation program. After the Record of Decision has been issued, the
Partnership will enter into an Agreed Order for the continued operation and
maintenance of the program. The Partnership has accrued $0.2 million at
September 30, 2001 for future costs of the remediation program for the Seymour
terminal. In the opinion of the Company, the completion of the remediation
program will not have a material adverse impact on the Partnership's financial
condition, results of operations or liquidity.

         The Partnership received a compliance order from the Louisiana
Department of Environmental Quality ("DEQ") during 1994 relative to potential
environmental contamination at the Partnership's Arcadia, Louisiana facility
that may be attributable to the operations of the Partnership and adjacent
petroleum terminals of other companies. The Partnership and all adjacent
terminals have been assigned to the Groundwater Division of DEQ, in which a
consolidated plan will be developed. The Partnership has finalized a negotiated
Compliance Order with DEQ that will allow the Partnership to continue with a
remediation plan similar to the one previously agreed to by DEQ and implemented
by the Company. In the opinion of the General Partner, the completion of the
remediation program being proposed by the Partnership will not have a future
material adverse impact on the Partnership.

         Substantially all of the petroleum products transported and stored by
the Partnership are owned by the Partnership's customers. At September 30, 2001,
the Partnership had approximately 20.0 million barrels of products in its
custody owned by customers. The Partnership is obligated for the transportation,
storage and delivery of such products on behalf of its customers. The
Partnership maintains insurance adequate to cover product losses through
circumstances beyond its control.



                                       8
<PAGE>

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

GENERAL

         The following information is provided to facilitate increased
understanding of the 2001 and 2000 interim consolidated financial statements and
accompanying notes presented in Item 1. Material period-to-period variances in
the consolidated statements of income are discussed under "Results of
Operations." The "Financial Condition and Liquidity" section analyzes cash flows
and financial position. Discussion included in "Other Matters" addresses key
trends, future plans and contingencies. Throughout these discussions, management
addresses items known to it that are reasonably likely to materially affect
future liquidity or earnings.

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


RESULTS OF OPERATIONS

         For the quarter ended September 30, 2001, the Partnership reported net
income of $15.4 million, compared with net income of $9.2 million for the 2000
third quarter. The $6.2 million increase in net income resulted from a $7.3
million increase in operating revenues, partially offset by a $0.8 million
increase in costs and expenses.

         For the nine months ended September 30, 2001, the Partnership reported
net income of $71.3 million, compared with net income of $41.6 million for the
corresponding period in 2000. The $29.7 million increase in income resulted from
a $33.7 million increase in operating revenues, partially offset by a $1.9
million increase in interest expense (net of capitalized interest), a $1.0
million increase in costs and expenses, $0.6 million in losses from equity
investments, and a $0.5 million decrease in other income - net.

   Volume and average rate information for 2001 and 2000 is presented below:


<Table>
<Caption>
                                                  QUARTER ENDED                             NINE MONTHS ENDED
                                                  SEPTEMBER 30,         PERCENTAGE             SEPTEMBER 30,           PERCENTAGE
                                           --------------------------    INCREASE      -----------------------------    INCREASE
                                               2001          2000       (DECREASE)         2001             2000       (DECREASE)
                                           ------------  ------------  ------------    ------------     ------------  ------------
                                                                (IN THOUSANDS, EXCEPT AVERAGE RATE INFORMATION)
<S>                                        <C>           <C>           <C>             <C>              <C>           <C>
VOLUMES DELIVERED
    Refined products ....................        32,387        32,490            --          92,935           97,216            (4)%
    LPGs ................................         8,864         9,058            (2)%        27,422           27,385            --
    Mont Belvieu operations .............         5,352         5,506            (3)%        16,188           19,154           (15)%
                                           ------------  ------------  ------------    ------------     ------------  ------------
        Total ...........................        46,603        47,054            (1)%       136,545          143,755            (5)%
                                           ============  ============  ============    ============     ============  ============

AVERAGE RATE PER BARREL
    Refined products ....................  $       0.99  $       0.91             9%   $       0.98(a)  $       0.93             5%
    LPGs ................................          1.77          1.60            11%           1.98             1.75            13%
    Mont Belvieu operations .............          0.18          0.16            13%           0.18             0.15            20%
        Average system rate per barrel ..  $       1.05  $       0.95            11%   $       1.08     $       0.98            10%
                                           ============  ============  ============    ============     ============  ============
</Table>

----------

(a)      Net of $18.9 million received from Pennzoil-Quaker State Company for
         canceled transportation agreement discussed below.



                                       9
<PAGE>

RESULTS OF OPERATIONS - (CONTINUED)

         Refined products transportation revenues increased $2.7 million for the
quarter ended September 30, 2001, compared with the prior-year quarter, due
primarily to a 9% increase in the refined products average rate per barrel. The
increase in the refined products average rate per barrel from the prior-year
quarter was due to the approval of market based rates in April 2001, and an
increased percentage of long haul volumes delivered in the Midwest. Refined
products volumes delivered during the third quarter of 2001 decreased slightly
compared to the prior-year quarter, due primarily to lower deliveries of methyl
tertiary butyl ether ("MTBE") at the Partnership's marine terminal near
Beaumont, Texas, which were largely offset by increased long haul deliveries of
motor fuel and distillate in the Midwest market area.

         LPGs transportation revenues increased $1.2 million for the quarter
ended September 30, 2001, compared with the third quarter of 2000, due primarily
to increased deliveries of propane in the upper Midwest and Northeast market
areas attributable to favorable price differentials and higher demand from
customers filling their storage facilities. These increases were partially
offset by decreased butane deliveries in the Midwest and short-haul deliveries
of propane along the upper Texas Gulf Coast. The LPGs average rate per barrel
increased 11% from the prior-year quarter as a result of an increased percentage
of long-haul deliveries during the third quarter of 2001.

         Revenues generated from Mont Belvieu operations increased $1.0 million
during the quarter ended September 30, 2001, compared with the third quarter of
2000, as a result of increased storage revenue and brine service revenue. Mont
Belvieu shuttle volumes delivered decreased 3% during the third quarter of 2001,
compared with the third quarter of 2000, due to reduced petrochemical demand.
The Mont Belvieu average rate per barrel increased during the third quarter of
2001 as a result of reduced contract shuttle deliveries, which generally carry
lower rates.

         Other operating revenues increased $2.4 million during the quarter
ended September 30, 2001, compared with the prior year quarter, due primarily to
contract petrochemical delivery revenue, which started during the fourth quarter
of 2000, and increased product sales. These increases were partially offset by
decreased product exchange revenue.

         Costs and expenses increased $0.8 million for the quarter ended
September 30, 2001, compared with the third quarter of 2000, primarily due to a
$1.4 million increase in operating, general and administrative expenses, a $0.3
million increase in depreciation and amortization expense, and a $0.2 million
increase in operating fuel and power expense. These increases were partially
offset by a $1.1 million decrease in taxes - other than income taxes. Operating,
general and administrative expenses increased primarily due to increased general
and administrative consulting and contract labor and increased incentive
compensation accruals. The increase in depreciation expense from the prior year
third quarter resulted from assets placed in service during the fourth quarter
of 2000. Operating fuel and power expense increased as a result of increased
long-haul product deliveries. The decrease in taxes - other than income taxes
resulted from actual property taxes being lower than previously estimated.

         Interest expense decreased $0.6 million for the quarter ended September
30, 2001, compared with the third quarter of 2000, as a result of reduced
interest rates on borrowings under the variable-rate credit facilities. Interest
capitalized decreased $0.6 million as a result of the completion of the
petrochemical pipelines from Mont Belvieu, Texas, to Port Arthur, Texas, during
the fourth quarter of 2000.

         Net loss from equity investments totaled $0.3 million during the
quarter ended September 30, 2001 primarily due to pre-operating expenses of
Centennial Pipeline, LLC ("Centennial").

         For the nine months ended September 30, 2001, refined products
transportation revenues increased $19.6 million, due primarily to revenue
recognized on the canceled transportation agreement with Pennzoil-Quaker State
Company ("Pennzoil") and the recognition of $1.7 million of previously deferred
revenue related to the approval of the market based rates during the second
quarter of 2001, partially offset by a 4% decrease in refined products volumes
delivered. The net revenue increase related to the settlement was approximately
$14.8 million during the nine months ended September 30, 2001. Jet fuel volumes
delivered to the Midwest market areas decreased 14% due to reduced air travel
demand and an airline pilot strike during the second quarter of 2001. Deliveries
of MTBE decreased as a result of the expiration of contract deliveries to the
Partnership's marine terminal near Beaumont, Texas, in April 2001. The total
refined products volume decrease was partially offset by increased distillate
deliveries primarily due to increased demand in the south Central market areas
and deliveries at a third-party



                                       10
<PAGE>

RESULTS OF OPERATIONS - (CONTINUED)

terminal in Houston, Texas. The refined products average rate per barrel
increased 5% from the prior-year period primarily due to an increased percentage
of long-haul volumes delivered in 2001.

         LPGs transportation revenues increased $6.2 million for the nine months
ended September 30, 2001, compared with the corresponding period in 2000, due
primarily to increased deliveries of propane in the Midwest and Northeast market
areas attributable to colder weather in the Northeast during the first quarter
of 2001, favorable price differentials and higher demand from customers filling
their storage facilities. Additionally, butane deliveries to the Chicago market
area increased due to favorable price differentials. These increases were
partially offset by decreased short-haul deliveries of propane as a result of
operational problems at a petrochemical facility on the upper Texas Gulf Coast
that is served by the Partnership. The LPGs average rate per barrel increased
13% from the prior-year period as a result of an increased percentage of
long-haul deliveries to the upper Midwest and Northeast market areas.

         Revenues generated from Mont Belvieu operations decreased $0.5 million
during the nine months ended September 30, 2001, compared with the nine months
ended September 30, 2000, as a result of decreased contract storage revenue,
partially offset by increased brine service revenue. Mont Belvieu shuttle
deliveries decreased during the nine months ended September 30, 2001, compared
with the corresponding period in 2000, due to reduced petrochemical demand. The
Mont Belvieu average rate per barrel increased for the nine months as a result
of reduced contract deliveries which generally carry lower rates.

         Other operating revenues increased $8.5 million during the nine months
ended September 30, 2001, compared with the corresponding period in 2000,
primarily due to contract petrochemical delivery revenue, which started during
the fourth quarter of 2000, increased propane deliveries from the Partnership's
Providence, Rhode Island, import facility in the first quarter of 2001, and
increased product sales.

         Costs and expenses increased $1.0 million for the nine months ended
September 30, 2001, compared with the corresponding period in 2000, primarily
due to a $2.2 million increase in operating fuel and power expense and a $1.0
million increase in depreciation and amortization expense, partially offset by a
$1.2 million decrease in operating, general and administrative expenses and a
$1.0 million decrease in taxes - other than income taxes. Operating fuel and
power expense increased as a result of higher rates charged by electric
utilities. The increase in depreciation expense from the prior year period
resulted from assets placed in service during the fourth quarter of 2000.
Operating, general and administrative expenses decreased primarily as a result
of a March 2000 write-off of project evaluation costs related to the proposed
pipeline construction from Beaumont, Texas, to Little Rock, Arkansas, decreased
labor costs and decreased throughput-related rental expense on volumes received
through the connection with Colonial Pipeline at Beaumont, Texas. The decrease
in taxes - other than income taxes resulted from actual property taxes being
lower than previously estimated.

         Interest expense decreased $0.1 million during the nine months ended
September 30, 2001, compared with the nine months ended September 30, 2000, as a
result of reduced interest rates on borrowings under the variable-rate credit
facilities, largely offset by increased borrowings to fund investment in
Centennial Pipeline. Interest capitalized decreased $2.0 million during the nine
months ended September 30, 2001, compared with the corresponding prior year
period, as a result of the completion of the petrochemical pipelines from Mont
Belvieu, Texas, to Port Arthur, Texas, during the fourth quarter of 2000.

         Net loss from equity investments totaled $0.6 million during the nine
months ended September 30, 2001 primarily due to pre-operating expenses of
Centennial. Other income - net decreased $0.5 million during the nine months
ended September 30, 2001, compared with the first nine months of 2000, due
primarily to lower interest income earned on cash investments.



                                       11
<PAGE>

FINANCIAL CONDITION AND LIQUIDITY

         Net cash from operations for the nine-month period ended September 30,
2001, totaled $92.5 million, comprised of $92.9 million of income before charges
for depreciation and amortization, partially offset by $0.4 million of cash used
for working capital changes. Net cash from operations for the nine-month period
ended September 30, 2000, totaled $65.0 million, comprised of $62.1 million of
income before charges for depreciation and amortization and $2.9 million
provided by working capital changes. The decrease in cash from working capital
changes during the nine-month period ending September 30, 2001, as compared to
the corresponding period in 2000, resulted primarily from increased inventories
and other current assets existing at September 30, 2001. Net cash from
operations for the nine-month period ended September 30, 2001 and 2000 included
interest payments of $30.9 million and $26.5 million, respectively.

         Cash flows used in investing activities during the first nine months of
2001 was comprised of $52.5 million of capital expenditures and $34.3 million of
cash contributions for the Partnership's interest in the Centennial joint
venture. These uses of cash were partially offset by $3.2 million received on
matured cash investments. Cash flows used in investing activities during the
first nine months of 2000 was comprised of $46.3 million of capital
expenditures, $3.0 million of cash contributions for the Partnership's initial
interest in Centennial and $2.0 million of additional cash investments. These
decreases of cash were partially offset by $1.5 million of proceeds from
investment maturities.

         In August 2000, the Partnership announced the execution of definitive
agreements with CMS Energy Corporation and Marathon Ashland Petroleum LLC to
form Centennial. Centennial will own and operate an interstate refined petroleum
products pipeline extending from the upper Texas Gulf Coast to Illinois. Each
participant will own a one-third interest in Centennial. Centennial Pipeline
will build a 74-mile, 24-inch diameter pipeline connecting the Downstream
Segment's facility in Beaumont, Texas, with the start of an existing 720-mile,
26-inch diameter pipeline extending from Longville, Louisiana, to Bourbon,
Illinois. The pipeline will intersect the Downstream Segment's existing mainline
near Creal Springs, Illinois, where a new two million barrel refined petroleum
products storage terminal will be built. The Partnership expects to contribute
approximately $70 million for its one-third interest in Centennial. The
Partnership expects to fund its contribution through borrowings under its credit
facilities. Centennial is anticipated to commence operations in the first
quarter of 2002.

         The Partnership estimates that capital expenditures, excluding
acquisitions, for 2001 will be approximately $80 million (which includes $3
million of capitalized interest). Approximately $49 million is expected to be
used to expand the Partnership's capacity to support the receipt connection
point with Centennial at Beaumont, Texas, and delivery location at Creal
Springs, Illinois. Approximately one-half of the remaining amount is expected to
be used for revenue-generating projects, with the remaining amount to be used
for life-cycle replacements and upgrading current facilities.

         On July 14, 2000, the Parent Partnership entered into a $75 million
term loan and a $475 million revolving credit facility. On July 21, 2000, the
Parent Partnership borrowed $75 million under the term loan and $340 million
under the revolving credit facility. The funds were used to refinance existing
credit facilities, other than the Senior Notes, and to finance the acquisition
of ARCO Pipe Line Company ("ARCO"), a wholly-owned subsidiary of Atlantic
Richfield Company. The ARCO assets are held through TCTM, L.P. (the "Crude Oil
OLP"), a 99.999% owned entity of the Parent Partnership. The term loan was
repaid by the Parent Partnership on October 25, 2000 from proceeds received from
the issuance of additional Limited Partner Units. On April 6, 2001, the Parent
Partnership's $475 million revolving credit agreement was amended to permit
borrowings up to $500 million and to allow for letters of credit up to $20
million. The term of the revised credit agreement was extended to April 6, 2004.
Additionally, on April 6, 2001, the Parent Partnership entered into a 364-day,
$200 million revolving credit agreement. The interest rate is based on the
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 agreements
contain 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.

         On October 4, 2001, the Partnership entered into an interest rate swap
agreement to hedge its exposure to changes in the fair value of its $210 million
principal amount of 7.51% fixed rate Senior Notes. The swap agreement has a
notional amount of $210 million and matures in January 2028 to match the
principal and maturity



                                       12
<PAGE>

FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)

of the Senior Notes. Under the swap agreement, the Partnership pays a floating
rate based on a three month USD LIBOR rate, plus a spread, and receives a fixed
rate of interest of 7.51%.

         On August 6, 2001, the Partnership paid a cash distribution of $19.5
million for the quarter ended June 30, 2001. Additionally, on October 17, 2001,
the Partnership declared a cash distribution of $19.5 million for the quarter
ended September 30, 2001. The distribution was paid on November 5, 2001.

         Effective January 1, 2001, the Partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities, and SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an amendment of SFAS
No. 133. These statements establish accounting and reporting standards requiring
that derivative instruments (including certain derivative instruments embedded
in other contracts) be recorded in the balance sheet at fair value and included
in the balance sheet as 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. For derivative instruments designated as
cash flow hedges, changes in fair value, to the extent the hedge is effective,
are recognized in other comprehensive income until the hedged item is recognized
in earnings. 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 No. 133, is recognized immediately in
earnings. The Partnership has made limited use of derivative instruments in the
past. The adoption of SFAS No. 133 and SFAS No. 138 had no impact on the
Partnership.

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that the purchase method of accounting
be used for all business combinations and specifies that certain acquired
intangible assets be reported apart from goodwill. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually. SFAS No. 142
requires that intangible assets with definite useful lives be amortized over
their respective estimated useful lives. The Partnership has adopted SFAS No.
141, and will adopt SFAS No. 142 effective January 1, 2002.

         At September 30, 2001, the Partnership had no unamortized goodwill. The
Partnership does not anticipate the adoption of SFAS No. 142 will have a
material adverse impact on its financial position or results of operations.


OTHER MATTERS

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

         The Partnership and the Indiana Department of Environmental Management
("IDEM") have entered into an Agreed Order that will ultimately result in a
remediation program for any groundwater contamination attributable to the
Partnership's operations at the Seymour, Indiana, terminal. A Feasibility Study,
which includes the Partnership's proposed remediation program, has been approved
by IDEM. IDEM is expected to issue a Record of Decision formally approving the
remediation program. After the Record of Decision has been issued, the
Partnership will enter into an Agreed Order for the continued operation and
maintenance of the program. The Partnership has accrued $0.2 million at
September 30, 2001 for future costs of the remediation program for the Seymour
terminal. In the opinion of the Company, the completion of the remediation
program will not have a material adverse impact on the Partnership's financial
condition, results of operations or liquidity.



                                       13
<PAGE>

OTHER MATTERS - (CONTINUED)

         The Partnership received a compliance order from the Louisiana
Department of Environmental Quality ("DEQ") during 1994 relative to potential
environmental contamination at the Partnership's Arcadia, Louisiana facility
that may be attributable to the operations of the Partnership and adjacent
petroleum terminals of other companies. The Partnership and all adjacent
terminals have been assigned to the Groundwater Division of DEQ, in which a
consolidated plan will be developed. The Partnership has finalized a negotiated
Compliance Order with DEQ that will allow the Partnership to continue with a
remediation plan similar to the one previously agreed to by DEQ and implemented
by the Company. In the opinion of the General Partner, the completion of the
remediation program being proposed by the Partnership will not have a future
material adverse impact on the Partnership.

         On May 11, 1999, the Downstream Segment filed an application with the
FERC requesting permission to charge market-based rates for substantially all
refined products transportation tariffs. Along with its application for
market-based rates, the Downstream Segment filed a petition for waiver pending
the FERC's determination on its application for market-based rates, of the
requirements that would otherwise have been imposed by the FERC's regulations
requiring the Downstream Segment to reduce its rates in conformity with the PPI
Index. On June 30, 1999, the FERC granted the waiver stating that the Downstream
Segment would be required to make refunds, with interest, of all amounts
collected under rates in excess of the PPI Index ceiling level after July 1,
1999, if the Downstream Segment's application for market-based rates was
ultimately denied.

         On July 31, 2000, the FERC issued an order granting the Downstream
Segment market-based rates in certain markets and set for hearing the Downstream
Segment's application for market-based rates in the Little Rock, Arkansas;
Shreveport-Arcadia, Louisiana; Cincinnati-Dayton, Ohio; and Memphis, Tennessee,
destination markets and the Shreveport, Louisiana, origin market. After the
matter was set for hearing, the Downstream Segment and the protesting shippers
entered into a settlement agreement resolving their respective differences. On
April 25, 2001, the FERC issued an order approving the offer of settlement. As a
result of the settlement, the Downstream Segment recognized approximately $1.7
million of previously deferred transportation revenue in the second quarter of
2001. Also, the Downstream Segment withdrew the application for market-based
rates to the Little Rock, Arkansas, destination market and the Arcadia,
Louisiana, destination in the Shreveport-Arcadia, Louisiana, destination market.
The Partnership has made appropriate refunds of approximately $1.0 million in
the third quarter of 2001.

         The matters discussed herein include "forward-looking statements"
within the meaning of various provisions of the Securities Act of 1933 and the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included in this document that address activities, events or
developments that the Partnership expects or anticipates will or may occur in
the future, including such things as estimated future capital expenditures
(including the amount and nature thereof), business strategy and measures to
implement strategy, competitive strengths, goals, expansion and growth of the
Partnership's business and operations, plans, references to future success,
references to intentions as to future matters and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Partnership in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate under the
circumstances. However, whether actual results and developments will conform
with the Partnership's expectations and predictions is subject to a number of
risks and uncertainties, including general economic, market or business
conditions, the opportunities (or lack thereof) that may be presented to and
pursued by the Partnership, competitive actions by other pipeline companies,
changes in laws or regulations, and other factors, many of which are beyond the
control of the Partnership. Consequently, all of the forward-looking statements
made in this document are qualified by these cautionary statements and there can
be no assurance that actual results or developments anticipated by the
Partnership will be realized or, even if substantially realized, that they will
have the expected consequences to or effect on the Partnership or its business
or operations. For additional discussion of such risks and uncertainties, see TE
Products Pipeline Company, Limited Partnership's 2000 Annual Report on Form 10-K
and other filings made by the Partnership with the Securities and Exchange
Commission.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



                                       14
<PAGE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - (CONTINUED)

         At September 30, 2001, the Partnership had outstanding $180 million
principal amount of 6.45% Senior Notes due 2008, and $210 million principal
amount of 7.51% Senior Notes due 2028 (collectively the "Senior Notes"). At
September 30, 2001, the estimated fair value of the Senior Notes was
approximately $377 million.

         At September 30, 2001, Note Payable, Parent Partnership represents an
intercompany note payable of $120.8 million payable to the Parent Partnership to
cover the debt service requirements for amounts paid on behalf of the
Partnership. The Note Payable, Parent Partnership bears interest at a variable
rate based in part on the effective yield of the Parent Partnership's credit
facilities. The weighted average interest rate on the Note Payable, Parent
Partnership at September 30, 2001, was 6.8%. Utilizing the balance of this
variable interest rate debt outstanding at September 30, 2001, and assuming
market interest rates increase 100 basis points, the potential annual increase
in interest expense is approximately $1.2 million.

         The Partnership periodically enters into futures contracts to hedge its
exposure to price risk on product inventory transactions. For derivative
contracts to qualify as a hedge, the price movements in the commodity derivative
must be highly correlated with the underlying hedged commodity. At September 30,
2001, there were no outstanding futures contracts.



                                       15
<PAGE>

                           PART II. OTHER INFORMATION

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

         (a) Exhibits:

           EXHIBIT
           NUMBER                  DESCRIPTION

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

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

              3.3     Contribution, Assignment and Amendment Agreement among
                      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).

              3.4     Third Amended and Restated Agreement of Limited
                      Partnership of TEPPCO Partners, L.P., dated September 21,
                      2001 (Filed as Exhibit 3.7 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).

              3.5     Second Amended and Restated Agreement of Limited
                      Partnership of TE Products Pipeline Company, Limited
                      Partnership, dated 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).

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

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

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

            +10.4     Texas Eastern Products Pipeline Company Management
                      Incentive Compensation Plan executed on January 30, 1992
                      (Filed as Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P.
                      (Commission File No. 1-10403) for the quarter ended March
                      31, 1992 and incorporated herein by reference).

            +10.5     Texas Eastern Products Pipeline Company Long-Term
                      Incentive Compensation Plan executed on October 31, 1990
                      (Filed as Exhibit 10.9 to Form 10-K of TEPPCO Partners,
                      L.P. (Commission File No. 1-10403) for the year ended
                      December 31, 1990 and incorporated herein by reference).

            +10.6     Form of Amendment to Texas Eastern Products Pipeline
                      Company Long-Term Incentive Compensation Plan (Filed as
                      Exhibit 10.7 to the Partnership's Form 10-K (Commission
                      File No. 1-10403) for the year ended December 31, 1995 and
                      incorporated herein by reference).

            +10.7     Duke Energy Corporation Executive Savings Plan (Filed as
                      Exhibit 10.7 to 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).



                                       16
<PAGE>

EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

            +10.8     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).

            +10.9     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).

            +10.10    Employment Agreement with William L. Thacker, Jr. (Filed
                      as Exhibit 10 to Form 10-Q of TEPPCO Partners, L.P.
                      (Commission File No. 1-10403) for the quarter ended
                      September 30, 1992 and incorporated herein by reference).

            +10.11    Texas Eastern Products Pipeline Company 1994 Long Term
                      Incentive Plan executed on March 8, 1994 (Filed as Exhibit
                      10.1 to Form 10-Q of TEPPCO Partners, L.P. (Commission
                      File No. 1-10403) for the quarter ended March 31, 1994 and
                      incorporated herein by reference).

            +10.12    Texas Eastern Products Pipeline Company 1994 Long Term
                      Incentive Plan, Amendment 1, effective January 16, 1995
                      (Filed as Exhibit 10.12 to Form 10-Q of TEPPCO Partners,
                      L.P. (Commission File No. 1-10403) for the quarter ended
                      June 30, 1999 and incorporated herein by reference).

             10.13    Asset Purchase Agreement between Duke Energy Field
                      Services, Inc. and TEPPCO Colorado, LLC, dated March 31,
                      1998 (Filed as Exhibit 10.14 to Form 10-Q of TEPPCO
                      Partners, L.P. (Commission File No. 1-10403) for the
                      quarter ended March 31, 1998 and incorporated herein by
                      reference).

            +10.14    Form of Employment Agreement between the Company and
                      Ernest P. Hagan, Thomas R. Harper, David L. Langley,
                      Charles H. Leonard and James C. Ruth, dated December 1,
                      1998 (Filed as Exhibit 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).

             10.15    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    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).

            +10.22    Amended and Restated Credit Agreement among TEPPCO
                      Partners, L. P. as Borrower, SunTrust Bank as
                      Administrative Agent and LC Issuing Bank, and Certain
                      Lenders, dated as of April 6, 2001 ($500,000,000 Revolving
                      Facility) (Filed as Exhibit 10.31 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).



                                       17
<PAGE>

EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

            +10.23    Credit Agreement among TEPPCO Partners, L. P. as Borrower,
                      SunTrust Bank as Administrative Agent, and Certain
                      Lenders, dated as of April 6, 2001 ($200,000,000 Revolving
                      Facility) (Filed as Exhibit 10.32 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).

             10.24    Amendment 1, dated as of September 28, 2001, to the
                      Amended and Restated Credit Agreement among TEPPCO
                      Partners, L. P. as Borrower, SunTrust Bank as
                      Administrative Agent and LC Issuing Bank, and Certain
                      Lenders, dated as of April 6, 2001 ($500,000,000 Revolving
                      Facility) (Filed as Exhibit 10.33 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).

             10.25    Amendment 1, dated as of September 28, 2001, to the Credit
                      Agreement among TEPPCO Partners, L. P. as Borrower,
                      SunTrust Bank as Administrative Agent, and Certain
                      Lenders, dated as of April 6, 2001 ($200,000,000 Revolving
                      Facility) (Filed as Exhibit 10.34 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 September 30, 2001:

                  None


                                   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)



                                       By:  Texas Eastern Products Pipeline
                                            Company, LLC, as General Partner



                                                 /s/ WILLIAM L. THACKER
                                                 ----------------------

                                                   William L. Thacker

                                                 Chief Executive Officer



                                                 /s/ CHARLES H. LEONARD
                                                 ----------------------

                                                   Charles H. Leonard

                                          Senior Vice President, Chief Financial

                                                  Officer and Treasurer



Date: November 13, 2001



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