<PAGE>   1
================================================================================

                       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 JUNE 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>   2

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   JUNE 30,   DECEMBER 31,
                                                                     2001         2000
                                                                   --------   ------------
                                                                  (UNAUDITED)
<S>                                                                <C>        <C>
                                     ASSETS
Current assets:
  Cash and cash equivalents ....................................   $  2,798     $ 15,702
  Accounts receivable, trade ...................................     25,805       26,182
  Inventories ..................................................      8,746        8,011
  Other ........................................................      8,276        4,220
                                                                   --------     --------
     Total current assets ......................................     45,625       54,115
                                                                   --------     --------
Property, plant and equipment, at cost (Net of accumulated
  depreciation and amortization of $249,928 and $237,858) ......    655,604      642,381
Intangible assets ..............................................     32,057       33,014
Equity investments .............................................     30,313        5,416
Other assets ...................................................     14,714       20,581
                                                                   --------     --------
     Total assets ..............................................   $778,313     $755,507
                                                                   ========     ========

                        LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable and accrued liabilities .....................   $ 10,855     $ 12,177
  Accounts payable, general partner ............................      8,727        5,053
  Accrued interest .............................................     13,034       13,947
  Other accrued taxes ..........................................      6,423        6,565
  Other ........................................................      8,493        9,319
                                                                   --------     --------
     Total current liabilities .................................     47,532       47,061
                                                                   --------     --------
Senior Notes ...................................................    389,799      389,783
Note Payable, Parent Partnership ...............................     86,620       79,757
Other liabilities and deferred credits .........................      2,853        3,991
Partners' capital:
  General partner's interest ...................................      2,554        2,383
  Limited partner's interest ...................................    248,955      232,532
                                                                   --------     --------
     Total partners' capital ...................................    251,509      234,915
                                                                   --------     --------
Commitments and contingencies
     Total liabilities and partners' capital ...................   $778,313     $755,507
                                                                   ========     ========
</Table>


          See accompanying Notes to Consolidated Financial Statements.




                                       2
<PAGE>   3



                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                 THREE MONTHS     THREE MONTHS      SIX MONTHS       SIX MONTHS
                                                    ENDED            ENDED            ENDED            ENDED
                                                   JUNE 30,         JUNE 30,         JUNE 30,         JUNE 30,
                                                    2001             2000             2001             2000
                                                -------------    -------------    -------------    -------------
<S>                                             <C>              <C>              <C>              <C>
Operating revenues:
  Transportation - Refined products .........   $      51,406    $      32,685    $      77,587    $      60,715
  Transportation - LPGs .....................          13,506           10,367           38,505           33,484
  Mont Belvieu operations ...................           2,997            2,883            5,894            7,354
  Other -  net ..............................          12,549            8,353           22,577           16,513
                                                -------------    -------------    -------------    -------------
     Total operating revenues ...............          80,458           54,288          144,563          118,066
                                                -------------    -------------    -------------    -------------

Costs and expenses:
  Operating, general and administrative .....          19,585           19,783           36,232           38,895
  Operating fuel and power ..................           9,204            7,994           17,242           15,216
  Depreciation and amortization .............           7,207            6,874           14,384           13,657
  Taxes - other than income taxes ...........           1,966            2,438            4,847            4,761
                                                -------------    -------------    -------------    -------------
     Total costs and expenses ...............          37,962           37,089           72,705           72,529
                                                -------------    -------------    -------------    -------------

     Operating income .......................          42,496           17,199           71,858           45,537

Interest expense ............................          (8,617)          (8,422)         (17,297)         (16,742)
Interest costs capitalized ..................             590            1,255              935            2,265
Equity earnings .............................            (339)              --             (339)              --
Other income - net ..........................             407              681              735            1,293
                                                -------------    -------------    -------------    -------------

     Net income .............................   $      34,537    $      10,713    $      55,892    $      32,353
                                                =============    =============    =============    =============
</Table>



          See accompanying Notes to Consolidated Financial Statements.




                                       3
<PAGE>   4

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

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


<Table>
<Caption>
                                                                      SIX MONTHS      SIX MONTHS
                                                                         ENDED           ENDED
                                                                       JUNE 30,         JUNE 30,
                                                                         2001             2000
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
Cash flows from operating activities:
  Net income ....................................................   $      55,892    $      32,353
  Adjustments to reconcile net income to cash provided by
   operating activities:
     Depreciation and amortization ..............................          14,384           13,657
     Equity in loss (income) of affiliate .......................             339              (95)
     Decrease in accounts receivable, trade .....................             377            2,056
     Decrease (increase) in inventories .........................            (735)           1,403
     Increase in other current assets ...........................          (4,808)            (199)
     Increase in accounts payable and accrued expenses ..........             471            5,172
     Other ......................................................           2,129              (37)
                                                                    -------------    -------------
          Net cash provided by operating activities .............          68,049           54,310
                                                                    -------------    -------------

Cash flows from investing activities:
  Proceeds from cash investments ................................           3,236            1,475
  Purchases of cash investments .................................              --           (2,000)
  Investment in Centennial Pipeline Company .....................         (25,142)              --
  Capital expenditures ..........................................         (26,648)         (32,690)
                                                                    -------------    -------------
          Net cash used in investing activities .................         (48,554)         (33,215)
                                                                    -------------    -------------

Cash flows from financing activities:
  Proceeds from term loan .......................................              --           20,000
  Note Payable, Parent Partnership, net .........................           6,573               --
  Distributions .................................................         (38,972)         (33,704)
                                                                    -------------    -------------
          Net cash used in financing activities .................         (32,399)         (13,704)
                                                                    -------------    -------------

Net increase (decrease) in cash and cash equivalents ............         (12,904)           7,391

Cash and cash equivalents at beginning of period ................          15,702           23,267
                                                                    -------------    -------------
Cash and cash equivalents at end of period ......................   $       2,798    $      30,658
                                                                    =============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Interest paid during the period (net of capitalized interest) ...   $      16,661    $      13,977
</Table>


          See accompanying Notes to Consolidated Financial Statements.


                                       4
<PAGE>   5



                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. At June 30, 2001,
TEPPCO Partners, L.P. (the "Parent Partnership") owned a 98.9899% interest as
the sole limited partner. At June 30, 2001, Texas Eastern Products Pipeline
Company, LLC (the "Company"), a Delaware limited liability company, owned a
1.0101% general partner interest in the Partnership. The Company is a
wholly-owned subsidiary of Duke Energy Field Services, LP ("DEFS"). DEFS is 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, Inc. ("TEPPCO GP"), a subsidiary of the Parent
Partnership, 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. References herein to the "General Partner" refer to the Company prior
to the restructuring and to TEPPCO GP, Inc. thereafter.

         The 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 June 30, 2001, and the results of operations and cash
flows for the periods presented. The results of operations for the six months
ended June 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: the transportation,
storage and terminaling of refined products and liquefied petroleum gases
("LPGs"). 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 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 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>   6
                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 133, is recognized immediately in earnings.
The Partnership has made limited use of derivative instruments in the past. The
adoption of SFAS 133 and SFAS 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 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 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. The Partnership will adopt SFAS 141
immediately, and SFAS 142 effective January 1, 2002.

         At June 30, 2001, the Partnership had no unamortized goodwill. The
Partnership does not anticipate the adoption of SFAS 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>
                                           JUNE 30,    DECEMBER 31,
                                            2001         2000
                                           --------   -------------
<S>                                        <C>        <C>
    Gasolines ..........................   $    929   $       3,795
    Propane ............................        726              --
    Butanes ............................      1,870             267
    Fuel oil ...........................        203              82
    Other products .....................      1,598             555
    Materials and supplies .............      3,420           3,312
                                           --------   -------------
              Total ....................   $  8,746   $       8,011
                                           ========   =============
</Table>

         The costs of inventories did not exceed market values at June 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>   7
                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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, for $322.6 million, which included $4.1 million of
acquisition related costs. 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
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 June 30, 2001, Note Payable, Parent Partnership represents an
intercompany note payable of $86.6 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 June 30, 2001, was 7.2%. At June 30, 2001,
accrued interest includes $0.5 million due the Parent Partnership. For the six
months ended June 30, 2001, interest costs incurred on the Note Payable, Parent
Partnership totaled $3.5 million.

NOTE 5.  QUARTERLY DISTRIBUTIONS 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 May 4, 2001, the Partnership paid a cash distribution of $19.5
million for the quarter ended March 31, 2001. Additionally, on July 20, 2001,
the Partnership declared a cash distribution of $19.5 million for the quarter
ended June 30, 2001. The distribution was paid on August 6, 2001.

NOTE 6.  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 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.



                                       7
<PAGE>   8
                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

         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 on-site and off-site 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 $0.4 million at June 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,
which 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 June 30, 2001, the
Partnership had approximately 17.1 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>   9

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 June 30, 2001, the Partnership reported net
income of $34.5 million, compared with net income of $10.7 million for the 2000
second quarter. The $23.8 million increase in net income resulted primarily from
a $26.2 million increase in operating revenues, partially offset by a $0.9
million increase in costs and expenses, a $0.9 million increase in interest
expense (net of capitalized interest), a $0.3 million decrease in other income -
net, and $0.3 million in equity losses.

         For the six months ended June 30, 2001, the Partnership reported net
income of $55.9 million, compared with net income of $32.4 million for the
corresponding period in 2000. The $23.5 million increase in net income was
primarily due to a $26.5 million increase in operating revenues, partially
offset by a $1.9 million increase in interest expense (net of capitalized
interest), a $0.6 million decrease in other income - net, $0.3 million in equity
losses, and a $0.2 million increase in costs and expenses.

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

<Table>
<Caption>
                                             QUARTER ENDED                            SIX MONTHS ENDED
                                               JUNE 30,              PERCENTAGE           JUNE 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 ..........       33,360          35,113             (5)%     60,548         64,726             (6)%
        LPGs ......................        6,907           6,634              4%      18,558         18,327              1%
        Mont Belvieu operations ...        4,571           6,576            (30)%     10,836         13,648            (21)%
                                      ----------      ----------     ----------   ----------     ----------     ----------
            Total .................       44,838          48,323             (7)%     89,942         96,701             (7)%
                                      ==========      ==========     ==========   ==========     ==========     ==========

    AVERAGE RATE PER BARREL
        Refined products ..........   $     0.97(a)   $     0.93             4%   $     0.97(a)  $     0.94              3%
        LPGs ......................         1.96            1.56            26%         2.07           1.83             13%
        Mont Belvieu operations ...         0.18            0.14            29%         0.17           0.15             13%
            Average system rate
              per barrel ..........   $     1.04      $     0.91            14%   $     1.10     $     1.00             10%
                                      ==========      ==========     ==========   ==========     ==========     ==========
</Table>

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


                                       9
<PAGE>   10

RESULTS OF OPERATION - (CONTINUED)

         Refined products transportation revenues increased $18.7 million for
the quarter ended June 30, 2001, compared with the prior-year quarter, due
primarily to revenue recognized from a cash settlement received from a 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. The net
revenue increase related to the settlement was approximately $17.2 million
during the second quarter of 2001. Refined products volumes delivered during the
second quarter of 2001 decreased 5% from the prior year quarter, due primarily
to decreased jet fuel volumes delivered attributable to reduced air travel
demand and the expiration of contract deliveries of methyl tertiary butyl ether
("MTBE") at the Partnership's marine terminal near Beaumont, Texas, in April
2001. These decreases were partially offset by increased motor fuel deliveries
due to favorable differentials. The increase in the refined products average
rate per barrel from the prior-year quarter resulted primarily from the
recognition of previously deferred transportation revenue related to the
approval of market based rates.

         LPGs transportation revenues increased $3.1 million for the quarter
ended June 30, 2001, compared with the second quarter of 2000, due primarily to
increased deliveries of propane in the upper Midwest and Northeast market areas
attributable to strong demand, favorable price differentials, and early summer
fill programs by customers. 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 due to
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
26% from the prior-year quarter as a result of an increased percentage of
long-haul deliveries during the second quarter of 2001.

         Revenues generated from Mont Belvieu operations increased $0.1 million
during the quarter ended June 30, 2001, compared with the second quarter of
2000, as a result of increased brine receipts and service revenue, which was
partially offset by decreased contract storage revenue. Mont Belvieu shuttle
volumes delivered decreased 30% during the second quarter of 2001, compared with
the second quarter of 2000, due to reduced petrochemical demand. The Mont
Belvieu average rate per barrel increased during the second quarter of 2001 as a
result of reduced contract shuttle deliveries, which generally carry lower
rates.

         Other operating revenues increased $4.2 million during the quarter
ended June 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 propane deliveries from the Partnership's Providence, Rhode Island,
import facility.

         Costs and expenses increased $0.9 million for the quarter ended June
30, 2001, compared with the second quarter of 2000, primarily due to a $1.2
million increase in operating fuel and power expense and a $0.3 million increase
in depreciation and amortization expense, partially offset by a $0.4 million
decrease in taxes - other than income taxes, and a $0.2 million decrease in
operating, general and administrative expenses. Operating fuel and power expense
increased as a result of higher power rates from electric utilities. The
increase in depreciation expense from the prior year second quarter resulted
from assets placed in service during the later part of 2000. The decrease in
taxes - other than income taxes resulted from actual property taxes being lower
than previously estimated. Operating, general and administrative expenses
decreased due to lower labor costs, lower insurance expense and decreased
throughput-related rental expense on volumes received through the connection
with Colonial Pipeline at Beaumont, Texas, partially offset by increased
environmental remediation expenses and increased pipeline measurement losses.

         Interest expense increased $0.2 million during the quarter ended June
30, 2001, compared with the second quarter of 2000, as a result of borrowings
under the Sun Trust credit facilities. Interest capitalized decreased $0.7
million during the quarter ended June 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 $0.3 million during the
quarter ended June 30, 2001 due to pre-operating expenses of Centennial Pipeline
and net losses on Transport 4. Other income - net decreased $0.3 million during
the quarter ended June 30, 2001, compared with the second quarter of 2000, due
primarily to lower interest income earned on cash investments.



                                       10
<PAGE>   11
RESULTS OF OPERATION - (CONTINUED)

         For the six months ended June 30, 2001, refined products transportation
revenues increased $16.9 million, due primarily to revenue recognized on the
canceled transportation agreement with 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 6% decrease
in refined products volumes delivered. The net revenue increase related to the
settlement was approximately $17.2 million during the six months ended June 30,
2001. Jet fuel volumes delivered to the Midwest market areas decreased 13% due
to reduced air travel demand and a 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. Motor fuel volumes delivered decreased 5% as a result of lower demand in
the Midwest market areas and a local refinery expansion in the West Memphis,
Arkansas, market area. The refined products average rate per barrel increased 3%
from the prior-year period due primarily to the recognition of revenue related
to the market based rates discussed previously.

         LPGs transportation revenues increased $5.0 million for the six months
ended June 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 early summer fill programs by
customers. 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 $1.5 million
during the six months ended June 30, 2001, compared with the six months ended
June 30, 2000, as a result of decreased contract storage revenue, partially
offset by increased brine receipts and service revenue. Mont Belvieu shuttle
deliveries decreased during the six months ended June 30, 2001, compared with
the corresponding period in 2000, due to reduced petrochemical demand. The Mont
Belvieu average rate per barrel increased for the six months as a result of
reduced contract deliveries which generally carry lower rates.

         Other operating revenues increased $6.1 million during the six months
ended June 30, 2001, compared with the corresponding period in 2000, due
primarily to contract petrochemical delivery revenue, which started during the
fourth quarter of 2000, increased deliveries from the Partnership's Providence,
Rhode Island, import facility in the first quarter of 2001, and increased
product sales.

         Costs and expenses increased $0.2 million for the six months ended June
30, 2001, compared with the corresponding period in 2000, primarily due to a
$2.0 million increase in operating fuel and power expense and a $0.7 million
increase in depreciation and amortization expense, partially offset by a $2.6
million decrease in operating, general and administrative expenses. 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 was a
result of assets placed in service during the later part 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.

         Interest expense increased $0.6 million during the six months ended
June 30, 2001, compared with the six months ended June 30, 2000, as a result of
borrowings under the Sun Trust credit facilities. Interest capitalized decreased
$1.3 million during the six months ended June 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 $0.3 million during the six
months ended June 30, 2001 due to pre-operating expenses of Centennial Pipeline
and net losses on Transport 4. Other income - net decreased $0.6 million during
the six months ended June 30, 2001, compared with the first six months of 2000,
due primarily to lower interest income earned on cash investments.




                                       11
<PAGE>   12



FINANCIAL CONDITION AND LIQUIDITY

         Net cash from operations for the six-month period ended June 30, 2001,
totaled $68.0 million, comprised of $70.3 million of income before charges for
depreciation and amortization, partially offset by $2.3 million of cash used for
working capital changes. Net cash from operations for the six-month period ended
June 30, 2000, totaled $54.3 million, comprised of $46.0 million of income
before charges for depreciation and amortization and $8.3 million provided by
working capital changes. The decrease in cash from working capital changes
during the six-month period ending June 30, 2001, as compared to the
corresponding period in 2000, resulted primarily from increased inventories and
reduced accrued liability balances existing at June 30, 2001. Net cash from
operations for the six-month period ended June 30, 2001 and 2000 included
interest payments of $17.6 million and $16.2 million, respectively.

         Cash flows used in investing activities during the first six months of
2001 was comprised of $26.6 million of capital expenditures and $25.1 million of
cash contributions for the Partnership's interest in the Centennial Pipeline,
LLC ("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 six months of 2000 was comprised of $32.7 million of
capital expenditures 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.

         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, for $322.6 million, which included $4.1 million of
acquisition related costs. 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
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 May 4, 2001, the Partnership paid a cash distribution of $19.5
million for the quarter ended March 31, 2001. Additionally, on July 20, 2001,
the Partnership declared a cash distribution of $19.5 million for the quarter
ended June 30, 2001. The distribution was paid on August 6, 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



                                       12
<PAGE>   13

FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)

Derivative Instruments 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 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 133, is recognized immediately in earnings.
The Partnership has made limited use of derivative instruments in the past. The
adoption of SFAS 133 and SFAS 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 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 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. The Partnership will adopt SFAS 141
immediately, and SFAS 142 effective January 1, 2002.

         At June 30, 2001, the Partnership had no unamortized goodwill. The
Partnership does not anticipate the adoption of SFAS 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 on-site and off-site 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 $0.4 million at June 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,
which 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.



                                       13
<PAGE>   14
OTHER MATTERS - (CONTINUED)

         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 will make 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.

         At June 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 June
30, 2001, the estimated fair value of the Senior Notes was approximately $374
million.

         At June 30, 2001, Note Payable, Parent Partnership represents an
intercompany note payable of $86.6 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 June


                                       14
<PAGE>   15

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - (CONTINUED)

30, 2001, was 7.2%. Utilizing the balance of this variable interest rate debt
outstanding at June 30, 2001, and assuming market interest rates increase 100
basis points, the potential annual increase in interest expense is approximately
$0.9 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 June 30,
2001, there were no outstanding futures contracts.




                                       15
<PAGE>   16

                           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).

          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).

          +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).


                                       16
<PAGE>   17
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

          +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).

          +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).

----------


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<PAGE>   18

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

          +    A management contract or compensation plan or arrangement.

(b) Reports on Form 8-K filed during the quarter ended June 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: August 10, 2001




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