**Exhibit 31.2**

**Certification of Chief Financial Officer pursuant to Rule 13a-14(a) /Rule 15d-14(a),promulgated under the Securities Exchange Act of 1934, as amended**

I,William G. Manias, certify that:

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

2.                                       Based on my knowledge, this  report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this  report;

3.                                       Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this  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 registrant and 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  report is being prepared;

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

c)              Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this  report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this  report based onsuch evaluation; and

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

5.                                       The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’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.

 
| June 16, 2006 | /s/ WILLIAM G. MANIAS                      |
|--------------------|--------------------------------------------|
|               | William G. Manias                          |
|               | Vice President and Chief Financial Officer |
|               | TEPPCO GP, Inc., General Partner      |

 

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