<PAGE>   1
================================================================================
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                       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 MARCH 31, 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>
                                                                               MARCH 31,     DECEMBER 31,
                                                                                 2001            2000
                                                                             -----------     ------------
                                                                             (UNAUDITED)
<S>                                                                           <C>             <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents..............................................     $    600        $ 15,702
  Accounts receivable, trade.............................................       16,586          26,182
  Inventories............................................................        9,350           8,011
  Other..................................................................       12,237           4,220
                                                                              --------        --------
     Total current assets................................................       38,773          54,115
                                                                              --------        --------
Property, plant and equipment, at cost (Net of accumulated
  depreciation and amortization of $244,159 and $237,858)................      643,869         642,381
Intangible assets........................................................       32,535          33,014
Equity investments.......................................................        8,338           5,416
Other assets.............................................................       17,073          20,581
                                                                              --------        --------
     Total assets........................................................     $740,588        $755,507
                                                                              ========        ========
                        LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable and accrued liabilities...............................     $ 11,112        $ 12,177
  Accounts payable, general partner......................................        6,393           5,053
  Accrued interest.......................................................        6,023          13,947
  Other accrued taxes....................................................        5,665           6,565
  Other..................................................................       10,453           9,319
                                                                              --------        --------
     Total current liabilities...........................................       39,646          47,061
                                                                              --------        --------
Senior Notes.............................................................      389,791         389,783
Note Payable, Parent Partnership.........................................       71,441          79,757
Other liabilities and deferred credits...................................        2,981           3,991
Partners' capital:
  General partner's interest.............................................        2,402           2,383
  Limited partner's interest.............................................      234,327         232,532
                                                                              --------        --------
     Total partners' capital.............................................      236,729         234,915
                                                                              --------        --------
Commitments and contingencies
     Total liabilities and partners' capital.............................     $740,588        $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
                                                                             ENDED          ENDED
                                                                           MARCH 31,      MARCH 31,
                                                                             2001           2000
                                                                        -------------   -------------
<S>                                                                      <C>             <C>
Operating revenues:
  Transportation - Refined products................................        $26,181         $28,030
  Transportation - LPGs............................................         24,999          23,117
  Mont Belvieu operations..........................................          2,897           4,471
  Other - net......................................................         10,028           8,160
                                                                           -------         -------
     Total operating revenues......................................         64,105          63,778
                                                                           -------         -------
Costs and expenses:
  Operating, general and administrative............................         16,647          19,112
  Operating fuel and power.........................................          8,038           7,222
  Depreciation and amortization....................................          7,177           6,783
  Taxes - other than income taxes..................................          2,881           2,323
                                                                           -------          ------
     Total costs and expenses......................................         34,743          35,440
                                                                           -------          ------
     Operating income..............................................         29,362          28,338

Interest expense...................................................         (8,680)         (8,320)
Interest costs capitalized.........................................            345           1,010
Other income - net.................................................            328             612
                                                                           -------         -------

     Net income ...................................................        $21,355         $21,640
                                                                           =======         =======
</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>
                                                                        THREE MONTHS   THREE MONTHS
                                                                            ENDED         ENDED
                                                                          MARCH 31,      MARCH 31,
                                                                            2001          2000
                                                                       -------------   ------------
<S>                                                                    <C>             <C>
Cash flows from operating activities:
  Net income .....................................................      $   21,355     $ 21,640
  Adjustments to reconcile net income to cash provided by
   operating activities:
     Depreciation and amortization................................           7,177        6,783
     Equity in loss (income) of affiliate.........................              25          (78)
     Decrease in accounts receivable, trade.......................           9,596        6,476
     Decrease (increase) in inventories...........................          (1,339)       2,589
     Increase in other current assets.............................          (8,017)      (1,901)
     Decrease in accounts payable and accrued expenses............          (7,415)      (9,966)
     Other........................................................           1,561          517
                                                                        ----------     --------
          Net cash provided by operating activities...............          22,943       26,060
                                                                        ----------     --------
Cash flows from investing activities:
  Proceeds from cash investments..................................           1,000           --
  Investment in Centennial Pipeline Company.......................          (2,947)          --
  Capital expenditures............................................          (8,185)     (14,788)
                                                                        ----------     --------
          Net cash used in investing activities...................         (10,132)     (14,788)
                                                                        ----------     --------
Cash flows from financing activities:
  Proceeds from term loan.........................................              --       20,000
  Note Payable, Parent Partnership, net...........................          (8,427)          --
  Distributions...................................................         (19,486)     (16,127)
                                                                        ----------     --------
          Net cash provided by (used in) financing activities.....         (27,913)       3,873
                                                                        ----------     --------
Net increase (decrease) in cash and cash equivalents..............         (15,102)      15,145

Cash and cash equivalents at beginning of period..................          15,702       23,267
                                                                        ----------     --------
Cash and cash equivalents at end of period........................      $      600     $ 38,412
                                                                        ==========     ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Interest paid during the period (net of capitalized interest).....      $   15,947     $ 13,779
</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. TEPPCO Partners, L.P.
(the "Parent Partnership") owns a 98.9899% interest as the sole limited partner.
On March 31, 2000, Texas Eastern Products Pipeline Company, a Delaware
corporation and general partner of the Partnership, was converted into Texas
Eastern Products Pipeline Company, LLC (the "Company" or "General Partner"), a
Delaware limited liability company. Additionally on March 31, 2000, Duke Energy
Corporation ("Duke Energy"), contributed its ownership of the General Partner to
Duke Energy Field Services, LP ("DEFS"). DEFS is a joint venture between Duke
Energy and Phillips Petroleum Company. Duke Energy holds a majority interest in
DEFS.

         The Company, an indirect wholly-owned subsidiary of DEFS, owns a
1.0101% general partner interest in the Partnership. The Company, 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 March 31, 2001, and the results of operations and cash
flows for the periods presented. The results of operations for the three months
ended March 31, 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 on the balance sheet at fair value as
either assets or liabilities. The accounting for changes in the fair value of a
derivative instrument depends on the intended use and designation of the
derivative at its inception. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results of the hedged item in
the statement of income, and requires the Partnership to formally document,
designate and assess the effectiveness of the hedge transaction to receive hedge
accounting. For derivatives 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. Overall
hedge effectiveness is measured at least quarterly. Any changes in the fair
value of the derivative instrument resulting from hedge ineffectiveness, as
defined by SFAS 133 and measured based on the cumulative changes in the fair
value of the derivative instrument and the cumulative changes in the estimated
future cash flows of the hedged item, are 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.




                                       5
<PAGE>   6

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


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>
                                                                             MARCH 31,        DECEMBER 31,
                                                                               2001               2000
                                                                           -------------     --------------
<S>                                                                        <C>                <C>
    Gasolines..........................................................       $  4,197           $  3,795
    Butanes............................................................            454                267
    Fuel oil...........................................................            242                 82
    Other products.....................................................          1,214                555
    Materials and supplies.............................................          3,243              3,312
                                                                              ---------          ---------
              Total....................................................       $  9,350           $  8,011
                                                                              =========          =========
</TABLE>


         The costs of inventories did not exceed market values at March 31,
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.

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 98.9899% 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. The revolving
facility has a three year maturity. The interest rate is based on the Parent
Partnership's option of either the lender's base rate plus a spread, or LIBOR
plus a spread in effect at the time of the borrowings. The credit 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.



                                       6
<PAGE>   7
                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


         At March 31, 2001, Note Payable, Parent Partnership represents an
intercompany note payable of $71.4 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 March 31, 2001, was 8.1%. At March 31, 2001,
accrued interest includes $0.3 million due the Parent Partnership. For the three
months ended March 31, 2001, interest costs incurred on the Note Payable, Parent
Partnership totaled $1.6 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 98.9899% to the Parent Partnership and 1.0101%
to the General Partner.

         On February 2, 2001, the Partnership paid a cash distribution of $19.5
million for the quarter ended December 31, 2000. Additionally, on April 20,
2001, the Partnership declared a cash distribution of $19.5 million for the
quarter ended March 31, 2001. The distribution was paid on May 4, 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.

         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.



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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


         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 $0.5 million at March 31, 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 March 31, 2001, the
Partnership had approximately 10.6 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.

NOTE 7. SUBSEQUENT EVENTS

         During the first quarter of 2001, Pennzoil-Quaker State Company
("Pennzoil") announced the sale of its Shreveport, Louisiana, refinery. As a
result of the sale, it is anticipated that the refinery will stop refined
products production. Effective April 1, 2001, Pennzoil and the Partnership
negotiated a settlement to terminate a long-term transportation agreement from
the Shreveport origin point on the Partnership's pipeline system. The terms of
the settlement will result in income of approximately $18.9 million being
recorded during the second quarter of 2001. The termination of the contract is
expected to result in a loss of transportation revenue of approximately $7.7
million during 2001. The Partnership is evaluating various alternatives related
to the reduced receipt volumes including making required system changes to allow
for reversed product flow to make delivieries into the Shreveport market area.
The Partnership has evaluated the impact of the contract termination on the
related transportation assets in accordance with SFAS 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and
does not expect the contract termination to result in an impairment of the
carrying value of the related transportation assets.

         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 on this agreement will be based on the Parent
Partnership's option of either the lender's base rate plus a spread, or LIBOR
plus a spread.

         On May 11, 1999, the Partnership filed an application with the FERC
requesting permission to charge market-based rates for substantially all refined
products transportation tariffs. The Partnership also filed a petition for
waiver of the requirements that would otherwise have been imposed by the FERC's
regulations requiring the Partnership to reduce its rates in conformity with the
PPI Index, pending the FERC's determination on its application for market-based
rates. On June 30, 1999, the FERC granted the waiver stating that it was
temporary in nature and that the Partnership 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 Partnership's application for
market-based rates was



                                       8
<PAGE>   9
                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


ultimately denied. As a result of the refund obligation potential, the
Partnership has deferred all revenue recognition of rates charged in excess of
the PPI Index. On March 31, 2001, the amount deferred for possible rate refund,
including interest totaled approximately $2.6 million.

         On July 31, 2000, the FERC issued an order granting the Partnership
market-based rates in certain markets and set for hearing the Partnership'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 Partnership and the protesting shippers entered
into a settlement agreement resolving their respective differences. On January
9, 2001, the presiding Administrative Law Judge assigned to the hearing
determined that the offer of settlement provided resolution of issues set for
hearing in the Partnership pending case in a fair and reasonable manner and in
the public interest and certified the offer of settlement. On April 25, 2001,
the FERC issued an order approving the offer of settlement.

         As a result of the FERC approval of the settlement, the Partnership
will withdraw 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 also has
agreed to recalculate rates to these destination markets to conform with the PPI
Index from July 1, 1999, and make appropriate refunds. The refund obligation
under the settlement as of March 31, 2001, was $1.0 million. As a result of the
settlement, the Partnership will recognize approximately $1.6 million of
previously deferred transportation revenue in the second quarter of 2001.




                                       9
<PAGE>   10

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 March 31, 2001, the Partnership reported net
income of $21.4 million, compared with net income of $21.6 million for the 2000
first quarter. The $0.2 million decrease in income resulted primarily from a
$1.0 million increase in interest expense (net of capitalized interest) and a
$0.3 million decrease in other income - net, partially offset by a $0.3 million
increase in operating revenues and a $0.7 million decrease in costs and
expenses.

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

<TABLE>
<CAPTION>
                                                                       QUARTER ENDED
                                                                         MARCH 31,                PERCENTAGE
                                                              ---------------------------------    INCREASE
                                                                   2001              2000         (DECREASE)
                                                              ---------------   ---------------  -------------
                                                              (IN THOUSANDS, EXCEPT AVERAGE RATE INFORMATION)
<S>                                                           <C>               <C>               <C>
    VOLUMES DELIVERED
        Refined products....................................        27,188            29,613             (8%)
        LPGs................................................        11,651            11,693              --
        Mont Belvieu operations.............................         6,265             7,072            (11%)
                                                                   -------           -------            -----
            Total...........................................        45,104            48,378             (7%)
                                                                   =======           =======            =====

    AVERAGE RATE PER BARREL
        Refined products (a)................................       $  0.96           $  0.95              1%
        LPGs................................................          2.15              1.98              9%
        Mont Belvieu operations.............................          0.17              0.16              6%
            Average system rate per barrel..................       $  1.16           $  1.08              7%
                                                                   =======           =======            ====
</TABLE>

      (a) Net of amounts deferred related to potential refund obligation.




                                       10
<PAGE>   11

RESULTS OF OPERATION - (CONTINUED)

         Refined products transportation revenues decreased $1.8 million for the
quarter ended March 31, 2001, compared with the prior-year quarter, due to a 8%
decrease in total refined products volumes delivered. Motor fuel volumes
delivered decreased 16% as a result of lower demand in the Midwest market areas
and a local refinery expansion in the West Memphis, Arkansas, market area.
Deliveries of methyl tertiary butyl ether ("MTBE") at the Partnership's marine
terminal near Beaumont, Texas, decreased 41% due to lower receipts as a result
of maintenance activity at a customer's production facility. Natural gasoline
volumes delivered decreased 4% from the 2000 first quarter as a result of
unfavorable blending and processing economics in the Chicago market area. These
decreases were partially offset by a 1% increase in average rate per barrel from
the prior-year quarter due to increased long-haul deliveries of distillate in
the upper Midwest market areas.

         LPGs transportation revenues increased $1.9 million for the quarter
ended March 31, 2001, compared with the first quarter of 2000, due primarily to
increased deliveries of propane in the upper Midwest market areas attributable
to colder weather in 2001 and 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 9%
from the prior-year quarter as a result of a decreased percentage of short-haul
deliveries during the first quarter of 2001.

         Revenues generated from Mont Belvieu operations decreased $1.6 million
during the quarter ended March 31, 2001, compared with the first quarter of
2000, as a result of lower contract storage revenue.

         Other operating revenues increased $1.9 million during the quarter
ended March 31, 2001, compared with the prior year quarter, due primarily to
contract petrochemical delivery revenue, which started during the fourth quarter
of 2000, and increased deliveries from the Partnership's Providence, Rhode
Island, import facility. This increase was partially offset by decreased product
sales during 2001.

         Costs and expenses decreased $0.7 million for the quarter ended March
31, 2001, compared with the first quarter of 2000, primarily due to a $2.5
million decrease in operating, general and administrative expenses, partially
offset by a $0.8 million increase in operating fuel and power expense, a $0.6
million increase in taxes - other than income taxes expense and a $0.4 million
increase in depreciation and amortization expense. The decrease in operating,
general and administrative expenses resulted primarily from a March 2000
write-off of project evaluation costs related to the proposed pipeline
construction from Beaumont, Texas, to Little Rock, Arkansas, decreased contract
labor and consulting charges, decreased product measurement expense, decreased
labor and benefits expense, and decreased throughput-related rental expense on
volumes received through the connection with Colonial Pipeline at Beaumont,
Texas. Operating fuel and power expense increased as a result of increased
mainline throughput and higher fuel prices. The increase in taxes - other than
income taxes and depreciation and amortization expenses from the prior year
first quarter was a result of assets placed in service during the later part of
2000.

         Interest expense increased $0.4 million during the quarter ended March
31, 2001, compared with the first quarter of 2000, as a result of borrowings
under the Note Payable, Parent Partnership. Interest capitalized decreased $0.7
million during the quarter ended March 31, 2001, compared with the corresponding
prior year period, as a result of the completion of the petrochemical pipelines
from Mont Belvieu, Texas, and Port Arthur, Texas, during the fourth quarter of
2000.

         Other income - net decreased $0.3 million during the quarter ended
March 31, 2001, compared with the first quarter of 2000, due primarily to lower
interest income earned on cash investments.

FINANCIAL CONDITION AND LIQUIDITY

         Net cash from operations for the quarter ended March 31, 2001, totaled
$22.9 million, comprised of $28.5 million of income before charges for
depreciation and amortization, partially offset by $5.6 million of cash used for
working capital changes. Net cash from operations for the quarter ended March
31, 2000, totaled $26.1 million, comprised of $28.4 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 three
months ended March 31, 2001 and 2000 included interest payments of $15.9 million
and $13.8 million, respectively.




                                       11
<PAGE>   12
FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)

         Cash flows used in investing activities during the first three months
of 2001 was comprised of $8.2 million of capital expenditures and $2.9 million
of cash contributions for the Partnership's interest in the Centennial joint
venture. These uses of cash were partially offset by $1.0 million received on
matured cash investments. Cash flows used in investing activities during the
first three months of 2000 was comprised of $14.8 million of capital
expenditures.

         The Partnership estimates that capital expenditures, excluding
acquisitions, for 2001 will be approximately $64 million (which includes $3
million of capitalized interest). Approximately $46 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 98.9899% 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. The revolving
facility has a three year maturity. The interest rate is based on the Parent
Partnership's option of either the lender's base rate plus a spread, or LIBOR
plus a spread in effect at the time of the borrowings. The credit 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 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 on this agreement will be based on the
Partnership's option of either the lender's base rate plus a spread, or LIBOR
plus a spread.

         On February 2, 2001, the Partnership paid a cash distribution of $19.5
million for the quarter ended December 31, 2000. Additionally, on April 20,
2001, the Partnership declared a cash distribution of $19.5 million for the
quarter ended March 31, 2001. The distribution was paid on May 4, 2001.

         During the first quarter of 2001, Pennzoil-Quaker State Company
("Pennzoil") announced the sale of its Shreveport, Louisiana, refinery. As a
result of the sale, it is anticipated that the refinery will stop refined
products production. Effective April 1, 2001, Pennzoil and the Partnership
negotiated a settlement to terminate a long-term transportation agreement from
the Shreveport origin point on the Partnership's pipeline system. The terms of
the settlement will result in income of approximately $18.9 million being
recorded during the second quarter of 2001. The termination of the contract is
expected to result in a loss of transportation revenue of approximately $7.7
million during 2001. The Partnership is evaluating various alternatives related
to the reduced receipt volumes including making required system changes to allow
for reversed product flow to make delivieries into the Shreveport market area.
The Partnership has evaluated the impact of the contract termination on the
related transportation assets in accordance with SFAS 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and
does not expect the contract termination to result in an impairment of the
carrying value of the related transportation assets.

         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 on the balance sheet at fair value as
either assets or liabilities. The accounting for changes in the fair value of a
derivative instrument depends on the intended use and designation of the
derivative at its inception. Special accounting for qualifying hedges allows a
derivative's gains



                                       12
<PAGE>   13
FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)

and losses to offset related results of the hedged item in the statement of
income, and requires the Partnership to formally document, designate and assess
the effectiveness of the hedge transaction to receive hedge accounting. For
derivatives 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. Overall hedge effectiveness is measured
at least quarterly. Any changes in the fair value of the derivative instrument
resulting from hedge ineffectiveness, as defined by SFAS 133 and measured based
on the cumulative changes in the fair value of the derivative instrument and the
cumulative changes in the estimated future cash flows of the hedged item, are
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.

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 $0.5 million at March 31, 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.

         On May 11, 1999, the Partnership filed an application with the FERC
requesting permission to charge market-based rates for substantially all refined
products transportation tariffs. The Partnership also filed a petition for
waiver of the requirements that would otherwise have been imposed by the FERC's
regulations requiring the Partnership to reduce its rates in conformity with the
PPI Index, pending the FERC's determination on its application for market-based
rates. On June 30, 1999, the FERC granted the waiver stating that it was
temporary in nature and that the Partnership 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 Partnership's application for
market-based rates was ultimately denied. As a result of the refund obligation
potential, the Partnership has deferred all revenue recognition of rates charged
in excess of the PPI Index. On March 31, 2001, the amount deferred for possible
rate refund, including interest totaled approximately $2.6 million.

         On July 31, 2000, the FERC issued an order granting the Partnership
market-based rates in certain markets and set for hearing the Partnership's
application for market-based rates in the Little Rock, Arkansas; Shreveport-



                                       13
<PAGE>   14

OTHER MATTERS - (CONTINUED)

Arcadia, Louisiana; Cincinnati-Dayton, Ohio; and Memphis, Tennessee, destination
markets and the Shreveport, Louisiana, origin market. After the matter was set
for hearing, the Partnership and the protesting shippers entered into a
settlement agreement resolving their respective differences. On January 9, 2001,
the presiding Administrative Law Judge assigned to the hearing determined that
the offer of settlement provided resolution of issues set for hearing in the
Partnership pending case in a fair and reasonable manner and in the public
interest and certified the offer of settlement. On April 25, 2001, the FERC
issued an order approving the offer of settlement.

         As a result of the FERC approval of the settlement, the Partnership
will withdraw 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 also has
agreed to recalculate rates to these destination markets to conform with the PPI
Index from July 1, 1999, and make appropriate refunds. The refund obligation
under the settlement as of March 31, 2001, was $1.0 million. As a result of the
settlement, the Partnership will recognize approximately $1.6 million of
previously deferred transportation revenue in the second 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 March 31, 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
March 31, 2001, the estimated fair value of the Senior Notes was approximately
$391 million.

         At March 31, 2001, Note Payable, Parent Partnership represents an
intercompany note payable of $71.4 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 March 31, 2001, was 8.1%. Utilizing the balance
of this variable interest rate debt outstanding at March 31, 2001, and assuming
market interest rates increase 100 basis points, the potential annual increase
in interest expense is approximately $0.7 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 March 31,
2001, there were no outstanding futures contracts.




                                       14
<PAGE>   15
                           PART II. OTHER INFORMATION

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

      (a) Exhibits:
<TABLE>
<CAPTION>
           EXHIBIT                               DESCRIPTION
           NUMBER                                -----------
           ------
<S>                  <C>
              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).
              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).
            +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
</TABLE>



                                       15
<PAGE>   16

EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
<TABLE>
<S>                  <C>
                     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).
</TABLE>
           -----------------------------

                    + A management contract or compensation plan or arrangement.

(b) Reports on Form 8-K filed during the quarter ended March 31, 2001:

                     None



                                       16
<PAGE>   17
                                   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:  May 14, 2001




                                       17