~~Table~~UNITED ~~of Contents~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ~~____________________~~

FORM 10-Q

þ ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2004

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

Commission File No. 1-13603 ~~____________________~~

TE Products Pipeline Company, Limited Partnership

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation or Organization) 76-0329620 (I.R.S. Employer Identification Number)

Delaware		76-0329620
(State of Incorporation or Organization)		(I.R.S. Employer 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~~P.O. ~~telephone number, including area code)~~Box 2521

Indicate by check mark whether the 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)Houston, ~~and (2) has been subject to such~~ ~~filing~~Texas ~~requirements for the past 90 days. Yes þ No o~~ 77252-2521

~~Indicate by check mark whether the registrant is an accelerated filer~~ (~~as defined~~Address ~~in Rule 12b-2~~ of ~~the~~principal ~~Exchange~~executive ~~Act).~~offices, including ~~Yes~~zip ~~þ No o~~ code)

~~Table of Contents~~(713) 759-3636

TE(Registrant’s ~~PRODUCTS~~telephone ~~PIPELINE COMPANY~~number, ~~LIMITED PARTNERSHIP~~including area code)

~~TABLE~~Indicate OFby ~~CONTENTS~~check mark whether the 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.

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003		1
Consolidated Statements of Income for the three months ended March 31, 2004 and 2003 (unaudited)		2
Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003 (unaudited)		3
Notes to the Consolidated Financial Statements (unaudited)		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Forward-Looking Statements		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		24
Item 6. Exhibits and Reports on Form 8-K		24
Signatures		29
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

Yes ý No o

iIndicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

~~Table~~Yes o No ~~of Contents~~ý

~~PART~~TE I.PRODUCTS ~~FINANCIAL~~PIPELINE ~~INFORMATION~~COMPANY, LIMITED PARTNERSHIP

~~Item~~TABLE 1.OF ~~Financial Statements~~CONTENTS

TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003	1

Consolidated Statements of Income for the three months and six months ended June 30, 2004 and 2003 (unaudited)	2

Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited)	3

Notes to the Consolidated Financial Statements (unaudited)	4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Forward-Looking Statements	24

Item 3. Quantitative and Qualitative Disclosures About Market Risk	25

Item 4. Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	26

Item 6. Exhibits and Reports on Form 8-K	26

Signatures	31

~~CONSOLIDATED BALANCE SHEETS (in thousands)~~ i

	March 31,		December 31,
	2004		2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	43	$	188
Accounts receivable, trade (net of allowance for doubtful accounts of $374)		18,584		25,377
Accounts receivable, related parties		4,587		154
Inventories		10,171		11,186
Other		6,529		10,230
Total current assets		39,914		47,135
Property, plant and equipment, at cost (net of accumulated depreciation and amortization of $287,422 and $279,395)		680,762		682,385
Equity investments		156,124		155,861
Other assets		26,701		15,267
Total assets	$	903,501	$	900,648
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable and accrued liabilities	$	11,946	$	11,518
Accounts payable, related parties		15,427		12,277
Accrued interest		7,714		15,877
Other accrued taxes		3,893		5,732
Other		8,087		13,983
Total current liabilities		47,067		59,387
Senior Notes		398,734		392,164
Note Payable, Parent Partnership		231,815		211,314
Other liabilities and deferred credits		14,782		14,995
Commitments and contingencies
Partners’ capital:
General partner’s interest		2		2
Limited partner’s interest		211,101		222,786
Total partners’ capital		211,103		222,788
Total liabilities and partners’ capital	$	903,501	$	900,648

PART I. FINANCIAL INFORMATION

~~See accompanying Notes to Consolidated~~ Item 1. Financial Statements.

1TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

~~Table~~CONSOLIDATED ofBALANCE ~~Contents~~SHEETS

TE(in ~~PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP~~ thousands)

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands)

	June 30, 2004		December 31, 2003
	(Unaudited)

ASSETS

Current assets:
Cash and cash equivalents	$	—	$	188
Accounts receivable, trade (net of allowance for doubtful accounts of $374)	16,045		25,377
Accounts receivable, related parties	2,763		154
Inventories	9,643		11,186
Other	8,347		10,230
Total current assets	36,798		47,135
Property, plant and equipment, at cost (net of accumulated depreciation and amortization of $295,707 and $279,395)	691,887		682,385
Equity investments	169,644		155,861
Other assets	17,739		15,267
Total assets	$	916,068	$	900,648

LIABILITIES AND PARTNERS’ CAPITAL

Current liabilities:
Accounts payable and accrued liabilities	$	13,939	$	11,518
Accounts payable, related parties	31,866		12,277
Accrued interest	16,645		15,877
Other accrued taxes	6,360		5,732
Other	7,608		13,983
Total current liabilities	76,418		59,387
Senior Notes	386,995		392,164
Note Payable, Parent Partnership	246,768		211,314
Other liabilities and deferred credits	17,526		14,995
Commitments and contingencies
Partners’ capital:
General partner’s interest	2		2
Limited partner’s interest	188,359		222,786
Total partners’ capital	188,361		222,788
Total liabilities and partners’ capital	$	916,068	$	900,648

	Three Months Ended
	March 31,
	2004			2003
Operating revenues:
Transportation – Refined products	$	30,971		$	26,894
Transportation – LPGs		28,780			30,821
Other		13,911			9,254
Total operating revenues		73,662			66,969
Costs and expenses:
Operating, general and administrative		29,048			20,501
Operating fuel and power		8,049			8,178
Depreciation and amortization		8,638			7,008
Taxes – other than income taxes		2,843			2,648
Total costs and expenses		48,578			38,335
Operating income		25,084			28,634
Interest expense – net		(6,909	)		(6,802	)
Equity losses		(1,238	)		(1,259	)
Other income – net		272			(6	)
Net income	$	17,209		$	20,567

See accompanying Notes to Consolidated Financial Statements.

~~See accompanying Notes to Consolidated Financial Statements.~~ 1

2TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF INCOME

~~TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP~~ (Unaudited)

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~ (~~Unaudited) (~~in thousands)

	Three Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,
	March 31,
	2004			2003			2004			2003
	2004				2003
Operating revenues:
Cash flows from operating activities:
Transportation – Refined products	$	38,937		$	37,802		$	69,908		$	64,696
Net income	$	17,209			$	20,567
Transportation – LPGs	13,721			13,357			42,501			44,178
Adjustments to reconcile net income to cash provided by operating activities:
Other	8,559			7,646			22,470			16,900
Depreciation and amortization		8,638				7,008
Total operating revenues	61,217			58,805			134,879			125,774
Losses in equity investments, net of distributions		1,238				1,259
Costs and expenses:
Non-cash portion of interest expense		7				8
Operating, general and administrative	28,714			25,825			57,762			46,326
Decrease in accounts receivable		6,793				4,965
Operating fuel and power	7,192			7,724			15,241			15,902
Decrease (increase) in inventories		1,015				(2,095	)
Depreciation and amortization	8,998			6,929			17,636			13,937
Decrease in other current assets		3,700				3,910
Taxes – other than income taxes	2,492			2,428			5,335			5,076
Decrease in accounts payable and accrued expenses		(13,332	)			(11,413	)
Total costs and expenses	47,396			42,906			95,974			81,241
Other		(8,200	)			2,914
Operating income	13,821			15,899			38,905			44,533
Net cash provided by operating activities		17,068				27,123
Interest expense – net	(6,581		)	(7,245		)	(13,490		)	(14,047		)
Cash flows from investing activities:
Equity earnings (losses)	(509		)	64			(1,747		)	(1,195		)
Acquisition of additional interest in Centennial Pipeline LLC		—				(20,000	)
Other income – net	173			55			445			49
Investment in Centennial Pipeline LLC		(1,000	)			(1,000	)
Net income	$	6,904		$	8,773		$	24,113		$	29,340
Capital expenditures		(7,820	)			(11,404	)
Net cash used in investing activities		(8,820	)			(32,404	)
Cash flows from financing activities:
Proceeds from term loan		35,474				35,356
Repayments of term loan		(14,973	)			(5,500	)
Equity contribution – Parent Partnership		—				36
Distributions paid		(28,894	)			(24,829	)
Net cash (used in) provided by financing activities		(8,393	)			5,063
Net decrease in cash and cash equivalents		(145	)			(218	)
Cash and cash equivalents at beginning of period		188				485
Cash and cash equivalents at end of period	$	43			$	267
Non-cash investing activities:
Net assets transferred to Mont Belvieu Storage Partners, L.P.	$	—			$	61,042
Supplemental disclosure of cash flows:
Cash paid for interest (net of amounts capitalized)	$	12,610			$	13,789

See accompanying Notes to Consolidated Financial Statements.

3 2

~~Table~~TE ofPRODUCTS ~~Contents~~PIPELINE COMPANY, LIMITED PARTNERSHIP

TECONSOLIDATED ~~PRODUCTS~~STATEMENTS ~~PIPELINE~~OF ~~COMPANY,~~CASH ~~LIMITED PARTNERSHIP~~ FLOWS

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ (Unaudited)

~~NOTE~~(in ~~1. ORGANIZATION AND BASIS OF PRESENTATION~~ thousands)

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 99.999% interest in us as the sole limited partner. TEPPCO GP, Inc. (“TEPPCO GP” or “General Partner”), a subsidiary of the Parent Partnership, holds a 0.001% General Partner interest in us. Texas Eastern Products Pipeline Company, LLC (the “Company”), a Delaware limited liability company, serves as the general partner of our Parent Partnership. The Company is a wholly owned subsidiary of Duke Energy Field Services, LLC (“DEFS”), a joint venture between Duke Energy Corporation (“Duke Energy”) and ConocoPhillips. Duke Energy holds an interest of approximately 70% in DEFS, and ConocoPhillips holds the remaining interest of approximately 30%. TEPPCO GP, as general partner, performs all of the management and operating functions required for us in accordance with the Agreement of Limited Partnership of TE Products Pipeline Company, Limited Partnership (the “Partnership Agreement”). We reimburse our General Partner and the Company for all reasonable direct and indirect expenses that they incur in managing us.

	Six Months Ended June 30,
	2004			2003
Cash flows from operating activities:
Net income	$	24,113		$	29,340
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	17,636			13,937
Losses in equity investments, net of distributions	6,697			1,195
Non-cash portion of interest expense	15			16
Decrease in accounts receivable	9,332			2,539
Decrease (increase) in inventories	1,543			(2,925		)
Decrease in other current assets	1,883			2,429
(Decrease) increase in accounts payable and accrued expenses	(3,813		)	4,466
Other	10,867			11,744
Net cash provided by operating activities	68,273			62,741

Cash flows from investing activities:
Investment in Mont Belvieu Storage Partners, L.P.	(17,211		)	—
Acquisition of additional interest in Centennial Pipeline LLC	—			(20,000		)
Acquisition of assets	(1,962		)	—
Investment in Centennial Pipeline LLC	(1,500		)	(1,000		)
Capital expenditures, net	(24,657		)	(25,053		)
Net cash used in investing activities	(45,330		)	(46,053		)

Cash flows from financing activities:
Proceeds from term loan	70,087			57,356
Repayments of term loan	(34,633		)	(20,500		)
Equity contribution – Parent Partnership	—			1,896
Distributions paid	(58,585		)	(51,200		)
Net cash used in financing activities	(23,131		)	(12,448		)

Net (decrease) increase in cash and cash equivalents	(188		)	4,240

Cash and cash equivalents at beginning of period	188			485
Cash and cash equivalents at end of period	$	—		$	4,725

Non-cash investing activities:
Net assets transferred to Mont Belvieu Storage Partners, L.P.	$	—		$	61,042

Supplemental disclosure of cash flows:
Cash paid for interest (net of amounts capitalized)	$	12,881		$	15,809

AsSee ~~used~~accompanying inNotes ~~this~~to ~~Report, “we,” “us,” and “our” means TE Products Pipeline~~Consolidated ~~Company,~~Financial ~~Limited Partnership~~Statements.

The accompanying unaudited consolidated financial statements reflect all adjustments that are, in the opinion of our management, of a normal and recurring nature and necessary for a fair statement of our financial position as of March 31, 2004, and the results of our operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2004, are not necessarily indicative of results of our operations for the full year 2004. You should read these interim financial statements in conjunction with our 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, 2003. We have reclassified certain amounts from prior periods to conform with the current presentation. 3

WeTE ~~operate~~PRODUCTS ~~and~~PIPELINE ~~report in one business segment: transportation and storage of refined products~~COMPANY, ~~liquefied petroleum gases (“LPGs”) and petrochemicals.~~LIMITED Our interstate transportation operations, including rates charged to customers, are subject to regulations prescribed by the Federal Energy Regulatory Commission (“FERC”). We refer to refined products, LPGs and petrochemicals in this Report, collectively, as “petroleum products” or “products.” PARTNERSHIP

AtNOTES ~~March 31,~~TO ~~2004,~~CONSOLIDATED ~~and~~FINANCIAL December 31, 2003, we had working capital deficits of $7.2 million and $12.3 million, respectively. Cash generated from operations and from our Parent Partnership’s credit facilities and debt and equity offerings are our primary sources of liquidity. Working capital deficits can occur primarily due to the timing of operating cash receipts from customers, payment of cash distributions and the payment of normal operating expenses and capital expenditures. Our Parent Partnership has historically made capital contributions, loans or otherwise provided liquidity to us as needed, but the Parent Partnership has no contractual obligation to do so. At March 31, 2004, our Parent Partnership had $323.5 million in available borrowing capacity under its revolving credit facility and agreed to cover any working capital needs, if required. STATEMENTS

~~New Accounting Pronouncements~~ (Unaudited)

InNOTE ~~December 2003, the Financial Accounting Standards Board (“FASB”) revised FASB Interpretation No~~1. ~~46, Consolidation of Variable Interest~~ ~~Entities,~~ORGANIZATION anAND ~~interpretation~~BASIS ofOF ARB No. 51 (“FIN 46”). FIN 46, issued by the FASB in January 2003, requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The revised statement, FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (“FIN 46(R)”), clarifies some of the requirements of FIN 46, eases some implementation problems that companies experienced implementing FIN 46, adds new scope exceptions and makes the probability more likely for many companies that potential variable interest entities will be identified and PRESENTATION

4TE 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 99.999% interest in us as the sole limited partner. TEPPCO GP, Inc. (“TEPPCO GP” or “General Partner”), a subsidiary of the Parent Partnership, holds a 0.001% General Partner interest in us. Texas Eastern Products Pipeline Company, LLC (the “Company”), a Delaware limited liability company, serves as the general partner of our Parent Partnership. The Company is a wholly owned subsidiary of Duke Energy Field Services, LLC (“DEFS”), a joint venture between Duke Energy Corporation (“Duke Energy”) and ConocoPhillips. Duke Energy holds an interest of approximately 70% in DEFS, and ConocoPhillips holds the remaining interest of approximately 30%. TEPPCO GP, as general partner, performs all of the management and operating functions required for us in accordance with the Agreement of Limited Partnership of TE Products Pipeline Company, Limited Partnership (the “Partnership Agreement”). We reimburse our General Partner and the Company for all reasonable direct and indirect expenses that they incur in managing us.

~~Table~~As ofused ~~Contents~~in this Report, “we,” “us,” and “our” means TE Products Pipeline Company, Limited Partnership.

TEThe ~~PRODUCTS~~accompanying unaudited ~~PIPELINE~~consolidated ~~COMPANY~~financial statements reflect all adjustments that are, in ~~LIMITED~~the ~~PARTNERSHIP~~opinion of our management, of a normal and recurring nature and necessary for a fair statement of our financial position as of June 30, 2004, and the results of our operations and cash flows for the periods presented. The results of operations for the three months and six months ended June 30, 2004, are not necessarily indicative of results of our operations for the full year 2004. You should read these interim financial statements in conjunction with our 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, 2003. We have reclassified certain amounts from prior periods to conform with the current presentation.

~~NOTES~~We TOoperate ~~CONSOLIDATED~~and ~~FINANCIAL~~report ~~STATEMENTS~~in one business segment: transportation and storage of refined products, liquefied petroleum gases (~~Unaudited~~“LPGs”) and petrochemicals. Our interstate transportation operations, including rates charged to customers, are subject to regulations prescribed by the Federal Energy Regulatory Commission (“FERC”). We refer to refined products, LPGs and petrochemicals in this Report, collectively, as “petroleum products” or “products.”

~~consolidated.~~At WeJune 30, ~~adopted~~2004, and ~~the~~December 31, ~~new~~2003, ~~requirements~~we ~~detailed~~had inworking ~~FIN~~capital ~~46(R)~~deficits as of $39.6 million ~~March 31~~and $12.3 million, ~~2004~~respectively. Cash generated Infrom ~~connection~~operations ~~with~~and from our ~~adoption~~Parent ofPartnership’s ~~FIN~~credit ~~46(R),~~facilities and wedebt ~~evaluated~~and equity offerings are our primary sources of liquidity. Working capital deficits can occur primarily ~~investments~~due into ~~Centennial~~the ~~Pipeline~~timing ~~LLC~~of ~~and~~operating ~~Mont~~cash ~~Belvieu~~receipts ~~Storage~~from ~~Partners~~customers, ~~L.P.~~payment of cash distributions and ~~determined~~the ~~that~~payment ~~these~~of ~~entities~~normal ~~are~~operating ~~not~~expenses ~~materially~~and ~~affected~~capital expenditures. Our byParent ~~our adoption~~Partnership ofhas ~~FIN~~historically ~~46(R),~~made ~~and~~capital ~~thus~~contributions, weloans ~~have~~or ~~accounted~~otherwise ~~for~~provided liquidity ~~them~~to us as ~~equity~~needed, ~~method~~but ~~investments~~the Parent Partnership has no contractual ~~(see~~obligation ~~Note~~to 5do so. At ~~Equity~~June 30, 2004, ~~Investments).~~our ~~The~~Parent ~~adoption~~Partnership ofhad ~~FIN~~$290.0 ~~46(R)~~million ~~did~~in ~~not~~available ~~have~~borrowing ancapacity ~~effect~~under onits ~~our~~revolving ~~financial~~credit ~~position,~~facility ~~results~~and ofagreed ~~operations~~to orcover ~~cash~~any ~~flows.~~working capital needs, if required.

OnNew December 8, 2003, President Bush signed into a law a bill that expands Medicare, primarily adding a prescription drug benefit for Medicare-eligible retirees starting in 2006. We anticipate that the benefits our Parent Partnership pays after 2006 could be lower as a result of the new Medicare provisions; however, at this time the retiree medical obligations and costs reported do not reflect any changes as a result of this legislation. Deferring the recognition of the new Medicare provisions’ impact is permitted by FASB Staff Position 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, due to open questions about some of the new Medicare provisions and a lack of authoritative accounting guidance about certain matters. The final accounting guidance could require changes to previously reported information. We do not believe that this regulation will have a material adverse effect on our financial position, results of operations or cash flows. Pronouncements

In December 2003, the ~~FASB issued a revision to Statement of~~ Financial Accounting Standards Board (“~~SFAS~~FASB”) revised FASB Interpretation No. ~~132~~ 46, ~~Employers’~~Consolidation ~~Disclosures~~of ~~about~~Variable ~~Pensions~~Interest ~~and~~Entities, ~~Other~~an ~~Post-Retirement~~interpretation ~~Benefits.~~of ~~This~~ARB ~~revision~~No. ~~required~~51 ~~that~~(“FIN ~~companies provide~~46”). FIN ~~more~~46, ~~details~~issued ~~about~~by ~~their~~the ~~plan~~FASB ~~assets~~in January 2003, ~~benefit~~requires ~~obligations,~~certain ~~cash~~variable ~~flows, benefit~~interest ~~costs~~entities ~~and~~to ~~other~~be consolidated ~~relevant~~by ~~information.~~the Aprimary ~~description~~beneficiary of ~~investment policies~~the ~~and~~entity ~~strategies~~if ~~and~~the ~~target~~equity ~~allocation~~investors in ~~percentages,~~the orentity ~~target~~do ~~ranges, for~~not ~~these~~have ~~asset~~the ~~categories~~characteristics ~~also~~of ~~are~~a ~~required~~controlling in financial ~~statements. Cash~~ ~~flows~~interest ~~will~~or ~~include~~do ~~projections~~not ofhave ~~future~~sufficient ~~benefit~~equity ~~payments~~at ~~and~~risk anfor ~~estimate~~the ~~of contributions~~entity to befinance ~~made~~its activities inwithout ~~the~~additional ~~next~~subordinated ~~year~~financial tosupport ~~fund~~from ~~pension and~~ other ~~postretirement benefit plans~~parties. The Inrevised ~~addition to expanded annual disclosures~~statement, ~~the~~ FASB Interpretation isNo. ~~requiring~~46(R), ~~companies~~Consolidation toof ~~report~~Variable ~~the~~Interest ~~various~~Entities, ~~elements~~an interpretation of ~~pension~~ARB ~~and~~No. ~~other postretirement~~51 ~~benefit~~(“FIN ~~costs~~46(R)”), onclarifies asome ~~quarterly~~of ~~basis. The guidance is effective~~the ~~for~~requirements ~~fiscal~~of ~~years~~FIN ~~ending after December 15~~46, ~~2003,~~eases ~~and~~some ~~for~~implementation ~~quarters~~problems ~~beginning~~that companies ~~after~~experienced ~~December 15,~~implementing ~~2003.~~FIN We46, ~~adopted~~adds ~~the~~new ~~provisions~~scope ofexceptions ~~the~~and ~~revised~~makes ~~SFAS 132~~the ~~effective~~probability ~~December 31,~~more ~~2003,~~likely ~~and~~for ~~certain~~many ~~provisions~~companies ~~regarding~~that ~~disclosure~~potential ofvariable interest ~~information~~entities ~~about~~will ~~estimated~~be ~~future~~identified ~~benefit payments in the first quarter of 2004.~~ and

~~NOTE 2. INTANGIBLE ASSETS~~ 4

consolidated. We ~~account~~adopted ~~for~~the ~~our~~new ~~intangible~~requirements ~~assets~~detailed ~~under~~in FIN ~~SFAS~~46(R) ~~No.~~as of March ~~142~~31, ~~Goodwill and~~2004. In ~~Other~~connection ~~Intangible~~with ~~Assets,~~our ~~which~~adoption ~~was~~of ~~issued~~FIN by46(R), ~~the~~we ~~FASB~~evaluated inour ~~July 2001.~~investments ~~SFAS 142~~in ~~prohibits~~Centennial ~~the~~Pipeline ~~amortization~~LLC ~~of goodwill~~ and ~~intangible~~Mont ~~assets~~Belvieu ~~with~~Storage ~~indefinite useful lives~~Partners, ~~and instead should be tested for impairment at least annually~~L. ~~SFAS~~P. ~~142~~and ~~requires~~ determined that ~~intangible~~these ~~assets~~entities ~~with~~are ~~definite~~not ~~useful~~materially ~~lives~~affected ~~be amortized~~by ~~over~~our ~~their~~adoption ~~respective~~of ~~estimated~~FIN ~~useful lives. If an intangible asset~~46(R), ~~has~~and athus ~~finite~~we ~~useful~~have ~~life,~~accounted ~~but~~for ~~the~~them ~~precise~~as ~~length~~equity ofmethod ~~that~~investments ~~life~~(see isNote ~~not known,~~5. ~~that~~Equity ~~intangible~~Investments). Our ~~asset~~adoption ~~shall be amortized over the best estimate~~ of ~~its useful~~ ~~life.~~FIN At46(R) adid ~~minimum,~~not wehave ~~will~~an ~~assess~~effect ~~the~~on ~~useful~~our ~~lives~~financial ~~and~~position, ~~residual~~results ~~values~~ of ~~all~~ ~~intangible~~operations ~~assets~~or oncash ~~an annual basis to determine if adjustments are required~~flows.

~~The~~On ~~following~~December 8, ~~table~~2003, ~~reflects~~President ~~the~~Bush ~~components~~signed ofinto ~~amortized~~a ~~intangible~~law ~~assets~~a bill that expands Medicare, ~~included~~primarily adding a prescription drug benefit for Medicare-eligible retirees starting in ~~other~~2006. We ~~assets~~anticipate onthat the ~~consolidated~~benefits ~~balance~~our ~~sheets~~Parent atPartnership ~~March~~pays after 2006 ~~31,~~could ~~2004~~be lower as a result of the new Medicare provisions; however, at this time the retiree medical obligations and ~~December~~costs reported do not reflect any changes as a result of this legislation. 31 Deferring the recognition of the new Medicare provisions’ impact was permitted by FASB Staff Position (“FSP”) Nos. 106-1 and 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, (due to open questions about some of the new Medicare provisions and a lack of authoritative accounting guidance about certain matters. The final accounting guidance could require changes to previously reported information. We will adopt the provisions of these FSPs in ~~thousands):~~the quarter ended September 30, 2004; however, we do not believe that this regulation will have a material adverse effect on our financial position, results of operations or cash flows.

	March 31, 2004					December 31, 2003
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
	Amount		Amortization			Amount		Amortization
Amortized intangible assets:
Transportation agreements	$	1,328	$	(211	)	$	1,328	$	(194	)

In December 2003, the FASB issued a revision to Statement of Financial Accounting Standards (“SFAS”) No. 132, Employers’ Disclosures about Pensions and Other Post-Retirement Benefits. This revision required that companies provide more details about their plan assets, benefit obligations, cash flows, benefit costs and other relevant information. A description of investment policies and strategies and target allocation percentages, or target ranges, for these asset categories also is required in financial statements. Cash flows will include projections of future benefit payments and an estimate of contributions to be made in the next year to fund pension and other postretirement benefit plans. In addition to expanded annual disclosures, the FASB is requiring companies to report the various elements of pension and other postretirement benefit costs on a quarterly basis. The guidance is effective for fiscal years ending after December 15, 2003, and for quarters beginning after December 15, 2003. We adopted the provisions of the revised SFAS 132 effective December 31, 2003, and certain provisions regarding disclosure of information about estimated future benefit payments in the first quarter of 2004.

5NOTE 2. INTANGIBLE ASSETS

~~Table~~We account for our intangible assets under SFAS No. 142, Goodwill and Other Intangible Assets, which was issued by the FASB in July 2001. SFAS 142 prohibits amortization of ~~Contents~~goodwill and intangible assets with indefinite useful lives, and instead requires testing for impairment at least annually. SFAS 142 requires that intangible assets with finite useful lives be amortized over their respective estimated useful lives. If an intangible asset has a finite useful life, but the precise length of that life is not known, that intangible asset shall be amortized over the best estimate of its useful life. At a minimum, we will assess the useful lives and residual values of all intangible assets on an annual basis to determine if adjustments are required.

TEThe ~~PRODUCTS~~following ~~PIPELINE~~table ~~COMPANY~~reflects the components of amortized intangible assets, ~~LIMITED~~included ~~PARTNERSHIP~~in other assets on the consolidated balance sheets at June 30, 2004, and December 31, 2003 (in thousands):

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued (Unaudited)

	June 30, 2004					December 31, 2003
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization

Amortized intangible assets:
Transportation agreements	$	1,328	$	(227	)	$	1,328	$	(194	)

~~At March 31, 2004, we had $33.4 million of excess investment in our equity investment in Centennial Pipeline LLC, which was created upon formation of the company (see Note~~ 5. Equity Investments). The excess investment is included in our equity investments account at March 31, 2004. This excess investment is accounted for as an intangible asset with an indefinite life. We assess the intangible asset for impairment on an annual basis.

Amortization expense on intangible assets was $16,603 for each of the three month periods ended ~~March~~June 3130, 2004 and 2003., and $33,205 for each of the six month periods ended June 30, 2004 and 2003.

Estimated amortization expense on intangible assets will be $0.1 million for each of the years ending December 31, 2004 through 2008.

~~NOTE~~At 3June 30, 2004, we had $33.4 ~~INTEREST~~million ~~RATE~~of ~~SWAP~~excess investment in our equity investment in Centennial Pipeline LLC, which was created upon formation of the company (see Note 5. Equity Investments). The excess investment is included in our equity investments account at June 30, 2004, and is accounted for as an intangible asset with an indefinite life. We assess the intangible asset for impairment on an annual basis.

OnNOTE ~~October 4, 2001, we entered into an interest rate swap agreement to hedge our exposure to changes in the fair value of our fixed rate 7~~3.~~51% Senior Notes due 2028. We designated this swap agreement as a fair value hedge. The swap agreement has a notional amount of $210.0~~ ~~million and matures in January~~ ~~2028~~INTEREST toRATE match the principal and maturity of the 7.51% Senior Notes. Under the swap agreement, we pay a floating rate of interest based on a three-month U.S. Dollar LIBOR rate, plus a spread, and receive a fixed rate of interest of 7.51%. During the three months ended March 31, 2004, and 2003, we recognized reductions in interest expense of $2.6 million and $2.4 million, respectively, related to the difference between the fixed rate and the floating rate of interest on the interest rate swap. During the quarter ended March 31, 2004, we measured the hedge effectiveness of this interest rate swap and noted that no gain or loss from ineffectiveness was required to be recognized. The fair value of this interest rate swap was a gain of approximately $8.9 million at March 31, 2004, and a gain of approximately $2.3 million at December 31, 2003. SWAP

~~NOTE~~On October 4, 2001, we entered into an interest rate swap agreement to hedge our exposure to changes in the fair value of our fixed rate 7.51% ~~INVENTORIES~~Senior Notes due 2028. We designated this swap agreement as a fair value hedge. The swap agreement has a notional amount of $210.0 million and matures in January 2028 to match the principal and maturity of our 7.51% Senior Notes. Under the swap agreement, we pay a floating rate of interest based on a three-month U.S. Dollar LIBOR rate, plus a spread, and receive a fixed rate of interest of 7.51%. During the six months ended June 30, 2004 and 2003, we recognized reductions in interest expense of $5.1 million and $4.9 million, respectively, related to the difference between the fixed rate and the floating rate of interest on the interest rate swap. During the quarter ended June 30, 2004, we measured the hedge effectiveness of this interest rate swap and noted that no gain or loss from ineffectiveness was required to be recognized. The fair value of this interest rate swap was a loss of approximately $2.9 million at June 30, 2004, and a gain of approximately $2.3 million at December 31, 2003.

~~Inventories~~NOTE ~~are valued at the lower of cost (based on weighted average cost method) or market~~4. ~~The costs of inventories did not exceed market values at March~~ ~~31, 2004, and December 31, 2003. The major components of inventories~~ ~~were as follows (in thousands):~~ INVENTORIES

	March 31,		December 31,
	2004		2003
Refined products	$	5,119	$	6,632
LPGs		418		517
Materials and supplies		4,634		4,037
Total	$	10,171	$	11,186

Inventories are valued at the lower of cost (based on weighted average cost method) or market. The costs of inventories did not exceed market values at June 30, 2004, and December 31, 2003. The major components of inventories were as follows (in thousands):

NOTE 5. EQUITY INVESTMENTS

	June 30, 2004		December 31, 2003
Refined products	$	995	$	6,632
LPGs	4,203		517
Materials and supplies	4,445		4,037
Total	$	9,643	$	11,186

InNOTE August 2000, we entered into agreements with Panhandle Eastern Pipeline Company (“PEPL”), a former subsidiary of CMS Energy Corporation, and Marathon Ashland Petroleum LLC (“Marathon”) to form Centennial Pipeline LLC (“Centennial”)5. ~~Centennial owns an interstate refined petroleum products~~ EQUITY pipeline extending from the upper Texas Gulf Coast to central Illinois. Through February 9, 2003, each participant owned a one-third interest in Centennial. On February 10, 2003, we and Marathon each acquired an additional interest in Centennial from PEPL for $20.0 million each, increasing our ownership percentages in Centennial to 50% each. During the three months INVESTMENTS

6In August 2000, we entered into agreements with Panhandle Eastern Pipeline Company (“PEPL”), a former subsidiary of CMS Energy Corporation, and Marathon Ashland Petroleum LLC (“Marathon”) to form Centennial Pipeline LLC (“Centennial”). Centennial owns an interstate refined petroleum products pipeline extending from the upper Texas Gulf Coast to central Illinois. Through February 9, 2003, each participant owned a one-third interest in Centennial. On February 10, 2003, we and Marathon each acquired an additional 16.7% interest in Centennial from PEPL for $20.0 million each, increasing our ownership percentages in Centennial to 50% each. During the six

~~Table of Contents~~6

TEmonths ~~PRODUCTS~~ended ~~PIPELINE~~June 30, ~~COMPANY~~2004, ~~LIMITED~~we ~~PARTNERSHIP~~invested $1.5 million in Centennial, which is included in the equity investment balance at June 30, 2004.

~~NOTES~~As TOof January 1, ~~CONSOLIDATED~~2003, ~~FINANCIAL~~we ~~STATEMENTS-Continued~~and Louis Dreyfus Energy Services, L.P. (“Louis Dreyfus”) formed Mont Belvieu Storage Partners, L.P. (~~Unaudited~~“MB Storage”). We and Louis Dreyfus each own a 50% ownership interest in MB Storage. The purpose of MB Storage is to expand services to the upper Texas Gulf Coast energy marketplace by increasing pipeline throughput and the mix of products handled through the existing system and establishing new receipt and delivery connections. MB Storage is a service-oriented, fee-based venture with no commodity trading activity. We operate the facilities for MB Storage. Effective January 1, 2003, we contributed property, plant and equipment with a net book value of $67.1 million to MB Storage. Additionally, as of the contribution date, Louis Dreyfus had invested $6.1 million for expansion projects for MB Storage that we were required to reimburse if the original joint development and marketing agreement was terminated by either party. This deferred liability was also contributed and credited to the capital account of Louis Dreyfus in MB Storage.

We receive the first $1.8 million per quarter (or $7.15 million on an annual basis) of MB Storage’s income before depreciation expense less mandatory capital expenditures, as defined in the operating agreement. Any amount of MB Storage’s annual income before depreciation expense less mandatory capital expenditures in excess of $7.15 million is allocated evenly between Louis Dreyfus and us. Depreciation expense on assets each originally contributed to MB Storage is allocated between us and Louis Dreyfus based on the net book value of the assets contributed. Depreciation expense on assets constructed or acquired by MB Storage subsequent to formation is allocated evenly between us and Louis Dreyfus. For the six months ended ~~March~~June 3130, 2004, our sharing ratio in the earnings of MB Storage was approximately 70.2%. During the six months ended June 30, 2004, we ~~invested~~contributed $17.2 million to MB Storage, of which $116.0 5 million was used to acquire storage assets in ~~Centennial~~April 2004. During the six months ended June 30, ~~which~~2004, iswe received distributions of $5.0 million from MB Storage. These amounts are included in the equity investment balance at ~~March~~June 3130, 2004.

~~As of January 1, 2003, we and Louis Dreyfus Energy Services, L.P. (“Louis Dreyfus”) formed Mont Belvieu Storage Partners, L.P. (“MB Storage”).~~ We ~~and Louis~~use ~~Dreyfus each own a 50% ownership interest in MB Storage. The purpose of MB Storage is to expand services to~~ the ~~upper Texas Gulf Coast energy~~equity ~~marketplace~~method ~~by increasing pipeline throughput and the mix~~ of ~~products~~accounting ~~handled through~~to ~~the~~account ~~existing~~for ~~system~~our ~~and~~investments ~~establishing~~in ~~new~~Centennial ~~receipt~~ and ~~delivery~~MB ~~connections~~Storage. Summarized MBcombined ~~Storage is a service-oriented, fee-based venture with no~~financial ~~commodity~~information ~~trading activity. We operate the facilities~~ for MBCentennial ~~Storage. Effective January 1, 2003, we contributed property, plant~~ and ~~equipment with a net book value of $67.1 million to~~ MB Storage. ~~Additionally, as of the contribution date, Louis Dreyfus had invested $6.1 million~~ for ~~expansion projects for MB Storage that we were required to reimburse if~~ the ~~original joint~~six ~~development~~months ~~and marketing agreement was terminated by either party. This~~ended ~~deferred~~June 30, ~~liability~~2004 ~~was also contributed~~ and ~~converted~~2003, tois ~~the~~presented ~~capital~~below ~~account of Louis Dreyfus~~ (in ~~MB Storage.~~ thousands):

	Six Months Ended June 30,
	2004			2003
Revenues	$	28,508		$	22,229
Net loss	(907		)	(3,839		)

~~We use the equity method of accounting to account for our investments in Centennial and MB Storage.~~ Summarized combined balance ~~financial~~sheet ~~information~~data for Centennial and MB Storage ~~for~~as ~~the~~of ~~three months ended March~~June 3130, 2004, and December 31, 2003, is presented below (in thousands):

	Three Months Ended
	June 30, 2004			December 31, 2003
	March 31,
Current assets	$	33,554		$	26,771
	2004				2003
Noncurrent assets	382,178			351,241
Revenues	$	12,151			$	9,043
Current liabilities	43,240			35,032
Net loss		(996	)			(3,189	)
Long-term debt	140,000			140,000
Noncurrent liabilities	13,308			13,182
Partners’ capital	219,184			189,798

~~Summarized combined balance sheet data for Centennial and MB Storage as of March 31, 2004, and December 31, 2003, is presented below (in thousands):~~ 7

	March 31,		December 31,
	2004		2003
Current assets	$	53,881	$	26,771
Noncurrent assets		348,513		351,241
Current liabilities		40,909		35,032
Long-term debt		140,000		140,000
Noncurrent liabilities		13,292		13,182
Partners’ capital		208,193		189,798

Our investment in Centennial includes an excess net investment amount of $33.4 million (see Note 2. Intangible Assets). Excess investment is the amount by which our investment balance exceeds our proportionate share of the net assets of the investment.

~~Our~~NOTE ~~investment in Centennial includes an excess net investment amount of $33~~6.~~4 million (see Note 2. Intangible Assets). Excess investment is the amount by which our investment balance exceeds our proportionate share of the net assets of the investment.~~ DEBT

7 Senior Notes

~~Table~~On January 27, 1998, we completed the issuance of ~~Contents~~$180.0 million principal amount of 6.45% Senior Notes due 2008 and $210.0 million principal amount of 7.51% Senior Notes due 2028 (collectively the “Senior Notes”). The 6.45% Senior Notes were issued at a discount of $0.3 million and are being accreted to their face value over the term of the 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, issued at par, may be redeemed at any time after January 15, 2008, at our option, in whole or in part, at a premium.

TEThe ~~PRODUCTS~~Senior ~~PIPELINE~~Notes do ~~COMPANY~~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 and rank on a parity with all of our other unsecured and unsubordinated indebtedness. The indenture governing the Senior Notes contains covenants, ~~LIMITED~~including, ~~PARTNERSHIP~~but not limited to, covenants limiting the creation of liens securing indebtedness and sale and leaseback transactions. However, the indenture does not limit our ability to incur additional indebtedness. As of June 30, 2004, we were in compliance with the covenants of the Senior Notes.

~~NOTES~~We TOhave ~~CONSOLIDATED~~entered into ~~FINANCIAL~~an ~~STATEMENTS-Continued~~interest rate swap agreement to hedge our exposure to changes in the fair value on a portion of the Senior Notes discussed above (~~Unaudited~~see Note 3. Interest Rate Swap) .

~~NOTE~~At June 30, 2004, the estimated fair values of the 6.45% ~~DEBT~~Senior Notes and 7.51% Senior Notes were approximately $185.5 million and $211.7 million, respectively. Market prices for recent transactions and rates currently available to us for debt with similar terms and maturities were used to estimate fair value.

~~Senior~~Other ~~Notes~~ Long Term Debt and Credit Facilities

OnWe ~~January 27,~~currently ~~1998,~~utilize debt wefinancing ~~completed~~available ~~the~~from ~~issuance~~our ofParent ~~$180.0 million~~Partnership ~~principal~~through intercompany ~~amount~~notes. ofThe ~~6.45%~~terms ~~Senior~~of ~~Notes~~the ~~due~~intercompany ~~2008,~~notes ~~and~~generally ~~$210.0 million~~match the principal ~~amount of~~and ~~7.51%~~interest ~~Senior~~payment ~~Notes~~dates ~~due~~under ~~2028~~the ~~(collectively~~Parent ~~the~~Partnership’s ~~“Senior~~credit ~~Notes”)~~agreements. The ~~6.45% Senior~~interest ~~Notes~~rates ~~were~~charged ~~issued~~by atthe aParent Partnership ~~discount~~include ofthe ~~$0.3 million~~stated ~~and~~interest ~~are~~rate ~~being~~of ~~accreted to~~the ~~their~~Parent ~~face~~Partnership, ~~value~~plus ~~over~~a premium ~~the~~to ~~term~~cover ofdebt ~~the~~issuance ~~notes~~costs. The ~~6.45%~~interest ~~Senior~~rate ~~Notes~~is ~~due 2008~~also ~~are~~decreased ~~not~~or ~~subject~~increased to ~~redemption~~cover ~~prior~~gains toand losses, ~~January 15~~respectively, ~~2008.~~on ~~The~~any ~~7.51%~~interest ~~Senior Notes~~rate ~~due~~swaps ~~2028,~~that ~~issued~~the atParent ~~par,~~ Partnership may behave ~~redeemed~~in atplace ~~any~~on ~~time~~its ~~after~~respective ~~January 15, 2008,~~credit atagreements. These ~~our~~credit ~~option~~facilities inof ~~whole~~the orParent Partnership inare ~~part,~~described ~~at a premium~~below.

~~The~~On ~~Senior~~April 6, 2001, ~~Notes~~our doParent ~~not~~Partnership ~~have~~entered ~~sinking~~into ~~fund~~a ~~requirements~~$500.0 ~~Interest~~million onrevolving ~~the~~credit ~~Senior~~facility ~~Notes~~including isthe ~~payable~~issuance ~~semiannually~~of inletters ~~arrears~~of oncredit ~~January 15~~of ~~and~~up ~~July 15~~to of$20.0 million ~~each~~(“Three ~~year.~~Year Facility”). The ~~Senior~~interest rate ~~Notes~~was ~~are~~based, ~~unsecured~~at ~~obligations~~our ~~and~~Parent ~~rank~~Partnership’s option, on aeither ~~parity with~~the ~~all~~lender’s ofbase rate ~~our~~plus ~~other~~a ~~unsecured~~spread, ~~and~~or ~~unsubordinated~~LIBOR ~~indebtedness.~~plus ~~The~~a ~~indenture governing~~spread ~~the~~in ~~Senior~~effect ~~Notes~~at ~~contains~~the ~~covenants,~~time ~~including,~~of ~~but~~the ~~not~~borrowings. The ~~limited~~credit ~~to, covenants~~agreement ~~limiting~~for the ~~creation~~Three ofYear Facility ~~liens~~contained ~~securing~~certain ~~indebtedness~~restrictive ~~and~~financial ~~sale~~covenant ~~and leaseback transactions~~ratios. During ~~However,~~ the ~~indenture~~first ~~does~~quarter ~~not~~of ~~limit~~2003, our ~~ability to~~Parent ~~incur~~Partnership ~~additional~~repaid ~~indebtedness~~$182.0 Asmillion of ~~March 31,~~the ~~2004,~~outstanding webalance ~~were~~of inthe ~~compliance~~Three Year Facility with proceeds from the ~~covenants~~issuance of ~~the~~its 6.125% Senior Notes on January 30, 2003. On June 27, 2003, our Parent Partnership repaid the outstanding balance under the Three Year Facility with borrowings under a new credit facility, and canceled the Three Year Facility.

WeOn February 20, ~~have~~2002, ~~entered~~our ~~into~~Parent anPartnership ~~interest~~issued ~~rate~~$500.0 ~~swap~~million ~~agreement~~principal amount toof ~~hedge~~7.625% ~~our~~Senior ~~exposure~~Notes due 2012. toThe ~~changes~~7.625% inSenior ~~the~~Notes ~~fair~~were ~~value~~issued onat a ~~portion~~discount of $2.2 million and are being accreted to their face value over the ~~Senior~~term ~~Notes~~of ~~discussed~~the ~~above~~notes. ~~See~~ The ~~Note~~Senior 3.Notes ~~Interest~~may ~~Rate~~be ~~Swap.~~redeemed at any time at our Parent Partnership’s

At March 31, 2004, the estimated fair values of the 6.45% Senior Notes and 7.51% Senior Notes were approximately $198.5 million and $238.2 million, respectively. Market prices for recent transactions and rates currently available to us for debt with similar terms and maturities were used to estimate fair value. 8

~~Other~~option ~~Long~~with ~~Term~~the ~~Debt~~payment of accrued interest and ~~Credit~~a ~~Facilities~~make-whole premium determined by discounting remaining interest and principal payments using a discount rate equal to the rate of the United States Treasury securities of comparable remaining maturity plus 35 basis points. The indenture governing these 7.625% 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 our Parent Partnership’s ability to incur additional indebtedness.

WeOn January 30, ~~currently~~2003, ~~utilize~~our ~~debt~~Parent ~~financing~~Partnership ~~available~~issued ~~from~~$200.0 ~~our~~million ~~Parent Partnership~~principal ~~through~~amount ~~intercompany~~of ~~notes~~6.125% Senior Notes due 2013. The ~~terms~~6.125% Senior Notes were issued at a discount of $1.4 million and are being accreted to their face value over the ~~intercompany~~term of the notes. The ~~generally~~Parent ~~match~~Partnership used $182.0 million of the ~~principal~~proceeds ~~and~~from ~~interest~~the ~~payment~~offering ~~dates~~to ~~under~~reduce the ~~Parent~~outstanding ~~Partnership’s~~principal ~~credit~~on the ~~agreements~~Three Year Facility to $250.0 million. The ~~interest~~balance ~~rates~~of ~~charged~~the bynet ~~the~~proceeds ~~Parent~~received was used for general Parent Partnership ~~include~~purposes. The ~~the~~Senior Notes ~~stated~~may ~~interest~~be ~~rate~~redeemed ofat ~~the~~any time at our Parent Partnership,’s ~~plus~~option with the payment of accrued interest and a make-whole premium todetermined ~~cover~~by ~~debt~~discounting ~~issuance~~remaining ~~costs.~~interest ~~The~~and ~~interest~~principal ~~rate~~payments isusing ~~also~~a ~~decreased~~discount orrate ~~increased~~equal to ~~cover~~the ~~gains~~rate ~~and~~of ~~losses,~~the ~~respectively,~~United onStates ~~any~~Treasury ~~interest~~securities ~~rate~~of ~~swaps~~comparable ~~that~~remaining maturity plus 35 basis points. The indenture governing the ~~Parent~~6.125% Senior Notes contains covenants, including, but not ~~Partnership~~limited ~~may~~to, ~~have~~covenants inlimiting ~~place~~the oncreation ~~its~~of ~~respective~~liens ~~credit~~securing ~~agreements.~~indebtedness ~~These~~and ~~credit~~sale ~~facilities~~and ofleaseback transactions. However, the indenture does not limit the Parent Partnership’s ~~are~~ability to ~~described~~incur ~~below~~additional indebtedness.

On ~~April~~June 627, ~~2001~~ 2003, our Parent Partnership entered into a $~~500~~550.0 million revolving credit facility with a three year term, including the issuance of letters of credit of up to $20.0 million (“~~Three~~Revolving ~~Year~~Credit Facility”). The interest rate ~~was~~is based, at our Parent Partnership’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. The credit agreement for the ~~Three~~Revolving ~~Year~~Credit Facility ~~contained~~contains certain restrictive financial covenant ratios. Our ~~During~~Parent ~~the~~Partnership ~~first~~borrowed ~~quarter~~$263.0 ofmillion ~~2003,~~under ~~our~~the ~~Parent Partnership~~Revolving ~~repaid~~Credit ~~$182.0 million~~Facility ofand repaid the outstanding balance of the Three Year Facility ~~with proceeds from the issuance of its 6~~.~~125%~~ At ~~Senior Notes on January~~June 30, ~~2003. On June 27~~2004, ~~2003,~~$260.0 ~~our~~million ~~Parent Partnership repaid the~~ was outstanding ~~balance~~ under ~~the~~ ~~Three Year Facility with borrowings under a new credit facility, and canceled~~ the ~~Three~~Revolving ~~Year~~Credit Facility.

OnAs ~~February~~of June 2030, ~~2002~~2004, and ~~our Parent Partnership issued $500.0~~December ~~million principal~~31, ~~amount~~2003, ofwe ~~7.625%~~had ~~Senior~~an ~~Notes~~intercompany ~~due~~note ~~2012.~~payable ~~The~~to ~~7.625%~~our ~~Senior Notes were~~Parent ~~issued~~Partnership ~~at a discount~~ of $2246.2 8 million and ~~are~~$211.3 ~~being~~million, ~~accreted~~respectively, towhich represented ~~their~~borrowings ~~face~~under ~~value over~~ the ~~term~~Parent ofPartnership’s ~~the~~Revolving ~~notes~~Credit Facility, 7.625% ~~The~~ Senior Notes ~~may~~and be6.125% ~~redeemed~~Senior atNotes. ~~any~~The ~~time~~weighted ataverage ~~our~~interest ~~Parent~~rate ~~Partnership’s~~on ~~option~~the ~~with~~note ~~the~~payable ~~payment~~to ofthe ~~accrued~~Parent ~~interest~~Partnership ~~and~~at aJune 30, ~~make-whole~~2004, ~~premium~~was ~~determined~~5.2%. At byJune 30, ~~discounting~~2004, accrued ~~remaining~~ interest ~~and~~includes ~~principal payments~~$4.1 ~~using~~million adue ~~discount rate equal~~ to the ~~rate~~Parent ofPartnership. For the ~~United~~six ~~States~~months ~~Treasury securities~~ended ofJune 30, ~~comparable remaining maturity plus 35 basis points. The~~2004 ~~indenture~~and ~~governing~~2003, ~~these~~interest ~~7.625%~~costs ~~Senior~~incurred ~~Notes~~on ~~contains~~the ~~covenants,~~note ~~including, but~~payable ~~not limited~~ to, ~~covenants limiting~~ the ~~creation~~Parent ofPartnership totaled ~~liens~~$6.1 ~~securing indebtedness~~million and ~~sale~~$6.0 ~~and~~ million, respectively.

8NOTE 7. QUARTERLY DISTRIBUTONS OF AVAILABLE CASH

~~Table~~We make quarterly cash distributions of ~~Contents~~all of our available cash, generally defined as consolidated cash receipts less consolidated cash disbursements and cash reserves established by the General Partner in its sole discretion. We pay distributions of 99.999% to the Parent Partnership and 0.001% to the General Partner.

TEDuring ~~PRODUCTS~~the ~~PIPELINE~~six months ~~COMPANY~~ended June 30, ~~LIMITED~~2004 ~~PARTNERSHIP~~and 2003, we paid cash distributions totaling $58.6 million and $51.2 million, respectively, to our Parent Partnership. On August 6, 2004, we will pay a cash distribution to our Parent Partnership of $29.7 million for the quarter ended June 30, 2004.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued (Unaudited)~~ 9

~~leaseback~~NOTE ~~transactions~~8. ~~However, the indenture does not limit our Parent~~ ~~Partnership’s~~EMPLOYEE ~~ability~~BENEFIT ~~to incur additional indebtedness.~~ PLANS

OnRetirement January 30, 2003, our Parent Partnership issued $200.0 million principal amount of 6.125% Senior Notes due 2013. The 6.125% Senior Notes were issued at a discount of $1.4 million and are being accreted to their face value over the term of the notes. The Parent Partnership used $182.0 million of the proceeds from the offering to reduce the outstanding principal on the Three Year Facility to $250.0 million. The balance of the net proceeds received was used for general Parent Partnership purposes. The Senior Notes may be redeemed at any time at our Parent Partnership’s option with the payment of accrued interest and a make-whole premium determined by discounting remaining interest and principal payments using a discount rate equal to the rate of the United States Treasury securities of comparable remaining maturity plus 35 basis points. The indenture governing the 6.125% 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 Parent Partnership’s ability to incur additional indebtedness. Plans

OnThe ~~June 27,~~Parent Partnership ~~2003,~~has ~~our~~adopted ~~Parent~~the ~~Partnership~~TEPPCO ~~entered~~Retirement ~~into~~Cash aBalance ~~$550.0 million~~Plan (“TEPPCO ~~revolving~~RCBP”), ~~credit~~which ~~facility~~is ~~with~~ a ~~three~~non-contributory, ~~year~~trustee-administered ~~term,~~pension ~~including~~plan. In ~~the~~addition, ~~issuance~~certain ofexecutive officers ~~letters~~participate ofin ~~credit~~the ofTEPPCO upSupplemental toBenefit ~~$20.0 million~~Plan (“~~Revolving~~TEPPCO ~~Credit Facility~~SBP”)., ~~The interest~~which ~~rate~~ is ~~based~~a non-contributory, atnonqualified, ~~our~~defined ~~Parent~~benefit ~~Partnership’s~~retirement ~~option,~~plan. The onTEPPCO ~~either~~SBP ~~the lender’s~~was ~~base~~established ~~rate~~to ~~plus~~restore benefit areductions ~~spread,~~caused orby ~~LIBOR~~the ~~plus~~maximum abenefit ~~spread~~limitations inthat ~~effect~~apply atto qualified ~~the~~plans. The ~~time~~benefit formula offor ~~the~~all ~~borrowings.~~eligible ~~The~~employees ~~credit~~is ~~agreement~~a ~~for~~cash ~~the~~balance ~~Revolving~~formula. Under ~~Credit~~a ~~Facility contains~~cash ~~certain~~balance ~~restrictive~~formula, ~~financial~~a ~~covenant~~plan ~~ratios.~~participant ~~Our~~accumulates ~~Parent Partnership~~a ~~borrowed~~retirement ~~$263.0 million~~benefit ~~under~~based ~~the~~upon ~~Revolving~~pay ~~Credit~~credits ~~Facility~~ and ~~repaid~~current ~~the outstanding~~interest ~~balance~~credits. The ofpay ~~the~~credits ~~Three~~are ~~Year~~based ~~Facility.~~on Ata ~~March 31~~participant’s salary, ~~2004,~~age ~~$226~~and service.5 The Parent ~~million~~Partnership ~~was~~uses ~~outstanding~~a ~~under~~December 31 ~~the~~measurement ~~Revolving~~date ~~Credit~~for ~~Facility~~these plans.

AsThe components of net ~~March 31,~~pension ~~2004,~~benefits ~~and~~costs ~~December 31,~~allocated ~~2003, we had an intercompany note payable~~ to ~~our~~us ~~Parent~~for ~~Partnership of $231.8 million and $211.3 million, respectively, which represented borrowings under~~ the ~~Parent~~TEPPCO ~~Partnership’s Revolving~~RCBP ~~Credit Facility, 7.625% Senior Notes~~ and ~~6.125% Senior Notes. The weighted average interest rate on~~ the ~~note payable to the Parent Partnership at~~TEPPCO ~~March 31,~~SBP ~~2004,~~for ~~was 5.2%. At March 31, 2004, accrued interest includes $2.0 million due to~~ the ~~Parent~~three ~~Partnership.~~months ~~For~~and ~~the~~six ~~three~~ months ended ~~March~~June 3130, 2004 and 2003, ~~interest costs incurred on the note payable to the Parent~~were ~~Partnership~~as ~~totaled~~follows ~~$2.9 million~~(in ~~and $2.7 million, respectively.~~ thousands):

Short Term Credit Facilities

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Service cost benefit earned during the period	$	635		$	540		$	1,271		$	1,080
Interest cost on projected benefit obligation	120			87			241			174
Expected return on plan assets	(157		)	(108		)	(315		)	(216		)
Amortization of prior service cost	2			2			4			4
Recognized net actuarial loss	3			4			7			9
Net pension benefits costs	$	603		$	525		$	1,208		$	1,051

OnOther ~~April 6,~~Postretirement 2001, our Parent Partnership entered into a 364-day, $200.0 million revolving credit agreement (“Short-term Revolver”). The interest rate was based, at our Parent Partnership’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. The credit agreement contained certain restrictive financial covenant ratios. On March 28, 2002, the Short-term Revolver was extended for an additional period of 364 days, ending in March 2003. The Short-term Revolver expired on March 27, 2003. Benefits

~~NOTE~~Effective January 1, 72001, the Parent Partnership provides certain health care and life insurance benefits for retired employees on a contributory and non-contributory basis (“TEPPCO OPB”). Employees ~~QUARTERLY~~become eligible for these benefits if they meet certain age and ~~DISTRIBUTIONS~~service OFrequirements ~~AVAILABLE~~at ~~CASH~~retirement, as defined in the plans. The Parent Partnership provides a fixed dollar contribution, which does not increase from year to year, towards retired employee medical costs. The retiree pays all health care cost increases due to medical inflation. The Parent Partnership uses a December 31 measurement date for this plan.

WeThe ~~make~~components ~~quarterly cash distributions~~ of ~~all of our Available Cash,~~ ~~generally~~net ~~defined~~postretirement asbenefits ~~consolidated~~costs ~~cash~~allocated ~~receipts~~to ~~less~~us ~~consolidated~~for ~~cash disbursements and cash reserves established by~~ the ~~General~~TEPPCO ~~Partner~~OPB infor ~~its sole~~the ~~discretion.~~three Wemonths ~~pay~~and ~~distributions~~six ofmonths ~~99.999%~~ended toJune 30, ~~the~~2004 ~~Parent Partnership~~ and ~~0.001%~~ to2003, ~~the~~were ~~General~~as ~~Partner.~~follows (in thousands):

During the three months ended March 31, 2004 and 2003, we paid cash distributions to our Parent Partnership totaling $28.9 million and $24.8 million, respectively. On May 7, 2004, we will pay a cash distribution to our Parent Partnership of $29.7 million for the quarter ended March 31, 2004.

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2003		2004		2003
Service cost benefit earned during the period	$	29	$	23	$	58	$	46
Interest cost on accumulated postretirement benefit obligation	33		29		65		58
Amortization of prior service cost	28		28		56		56
Recognized net actuarial loss	—		—		1		—
Net postretirement benefits costs	$	90	$	80	$	180	$	160

9 10

~~Table~~Estimated ofFuture ~~Contents~~Benefit Contributions

TEThe ~~PRODUCTS~~Parent ~~PIPELINE~~Partnership ~~COMPANY,~~expects ~~LIMITED~~to contribute ~~PARTNERSHIP~~approximately $3.0 million to the retirement plans and other postretirement benefit plans in 2004. We expect to be allocated a share of these contributions.

~~NOTES~~NOTE TO9. COMMITMENTS ~~CONSOLIDATED~~AND ~~FINANCIAL STATEMENTS-Continued (Unaudited)~~ CONTINGENCIES

~~NOTE~~In 8the fall of 1999 and on December 1, 2000, the Company and the Parent Partnership were named as defendants in two separate lawsuits in Jackson County Circuit Court, Jackson County, Indiana, styled Ryan E. ~~EMPLOYEE~~McCleery ~~BENEFIT~~and ~~PLANS~~Marcia S. McCleery, et al. v. Texas Eastern Corporation, et al. (including the Company and the Parent Partnership) and Gilbert Richards and Jean Richards v. Texas Eastern Corporation, et al. (including the Company and the Parent Partnership). In both cases, the plaintiffs contend, among other things, that we 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. We have filed an answer to both complaints, denying the allegations, as well as various other motions. In April 2004, the court granted a partial motion for summary judgment in favor of the defendants, dismissing two of the plaintiffs’ personal injury claims in their entirety. It is anticipated that the plaintiffs will appeal this ruling. These cases are not covered by insurance. Discovery is ongoing, and we are defending ourselves vigorously against the lawsuits. The plaintiffs have not stipulated the amount of damages that they are seeking in the suits. We cannot estimate the loss, if any, associated with these pending lawsuits.

~~Retirement~~On December 21, ~~Plans~~2001, we were named as a defendant in a lawsuit in the 10th Judicial District, Natchitoches Parish, Louisiana, styled Rebecca L. Grisham et al. v. TE Products Pipeline Company, Limited Partnership. In this case, the plaintiffs contend that our pipeline, which crosses the plaintiffs’ property, leaked toxic products onto their property and, consequently, caused damages to them. We have filed an answer to the plaintiffs’ petition denying the allegations and are defending ourselves vigorously against the lawsuit. The plaintiffs have not stipulated the amount of damages they are seeking in the suit; however, this case is covered by insurance. We do not believe that the outcome of this lawsuit will have a material adverse effect on our financial position, results of operations or cash flows.

~~The~~ In ~~Parent~~May ~~Partnership~~2003, ~~has adopted~~ the ~~TEPPCO~~Company ~~Retirement~~was ~~Cash~~named ~~Balance~~as ~~Plan~~a ~~(“TEPPCO~~defendant ~~RCBP”),~~in ~~which~~a islawsuit astyled ~~noncontributory~~John R. James, ~~trustee-administered~~et ~~pension~~al. ~~plan~~v. J Graves Insulation Company, Inet ~~addition~~al. as filed in the first Judicial District Court, ~~certain~~Caddo ~~executive~~Parish, Louisiana. There ~~officers~~are ~~participate~~numerous plaintiffs identified in the ~~TEPPCO~~action ~~Supplemental~~that are alleged to have suffered damages ~~Benefit~~as ~~Plan~~the ~~(“TEPPCO~~result ~~SBP”),~~of ~~which~~alleged isexposure to asbestos-containing products and materials. According to the petition and as a ~~noncontributory,~~result ~~nonqualified~~of a preliminary investigation, ~~defined~~the Company believes that the ~~benefit~~only ~~retirement~~claim ~~plan.~~asserted ~~The~~against ~~TEPPCO~~it ~~SBP~~results ~~was~~from ~~established~~one individual for the period from July 1971 through June 1972, who is alleged to ~~restore~~have ~~benefit~~worked on a ~~reductions~~facility ~~caused~~owned by the ~~maximum~~Company’s ~~benefit~~predecessor. This ~~limitations~~period ~~that~~represents ~~apply~~a tosmall ~~qualified~~portion of the total alleged exposure ~~plans~~period from January 1964 through December 2001 for this individual. The individual’s claims involve numerous employers and alleged job sites. The ~~benefit~~Company ~~formula~~has ~~for~~been ~~all~~unable ~~eligible~~to ~~employees~~confirm isinvolvement aby ~~cash~~the ~~balance~~Company ~~formula.~~or ~~Under~~its apredecessors ~~cash~~with ~~balance~~the ~~formula~~alleged location, aand ~~plan~~it ~~participant~~is ~~accumulates~~uncertain aat this time ~~retirement~~whether ~~benefit~~this ~~based~~case ~~upon~~is ~~pay~~covered ~~credits~~by insurance. Discovery is planned, and ~~current~~the Company ~~interest~~intends ~~credits.~~to defend itself vigorously against this lawsuit. The plaintiffs have not stipulated the ~~pay~~amount ~~credits~~of damages that they are ~~based~~seeking onin athis ~~participant’s~~suit. We ~~salary~~are obligated to reimburse the Company for any costs it incurs related to this lawsuit. We cannot estimate the loss, ~~age~~if ~~and~~any, ~~service~~associated with this pending lawsuit. We ~~The~~do ~~Parent~~not believe that the outcome of this ~~Partnership~~lawsuit ~~uses~~will have a ~~December 31~~material ~~measurement~~adverse ~~date~~effect ~~for~~on ~~these~~our ~~plans.~~financial position, results of operations or cash flows.

~~The~~On ~~components~~April 2, 2003, ofCentennial ~~net~~was ~~pension~~served ~~benefits~~with ~~costs~~a ~~allocated~~petition toin usa ~~for~~matter ~~the TEPPCO~~styled ~~RCBP~~Adams, ~~and~~et al. ~~the~~v. ~~TEPPCO~~Centennial ~~SBP~~Pipeline ~~for~~Company ~~the~~LLC, ~~three~~et ~~months~~al. This ~~ended~~matter ~~March 31,~~involves ~~2004~~approximately ~~and 2003~~2,000 plaintiffs ~~were~~who asallege ~~follows~~that ~~(in~~over ~~thousands):~~ 200

	Three Months Ended
	March 31,
	2004			2003
Service cost benefit earned during the period	$	635		$	540
Interest cost on projected benefit obligation		120			87
Expected return on plan assets		(157	)		(108	)
Amortization of prior service cost		2			2
Recognized net actuarial loss		3			4
Net pension benefits costs	$	603		$	525

~~Other~~defendants, ~~Postretirement~~including ~~Benefits~~Centennial, generated, transported, and/or disposed of hazardous and toxic waste at two sites in Bayou Sorrell, Louisiana, an underground injection well and a landfill. The plaintiffs allege personal injuries, allergies, birth defects, cancer and death. The underground injection well has been in operation since May 1976. Based upon current information, Centennial appears to be a de minimis contributor, having used the disposal site during the two month time period of December 2001 to January 2002. Marathon has been handling this matter for Centennial under its operating agreement with Centennial. We have a 50% ownership interest in Centennial. Based upon Centennial’s limited involvement with the disposal site, we do not believe that the outcome of this matter will have a material adverse effect on our financial position, results of operations or cash flows.

~~Effective January~~On December 116, ~~2001~~2003, Centennial, the Company, the Parent Partnership ~~provides certain health~~and ~~care~~other ~~and~~Parent ~~life~~Partnership ~~insurance~~entities ~~benefits~~were ~~for~~named ~~retired~~as ~~employees~~defendants onin a ~~contributory~~lawsuit ~~and~~in the ~~non-contributory~~128th ~~basis~~District ~~(“TEPPCO~~Court ~~OPB”).~~of ~~Employees~~Orange ~~become~~County, ~~eligible~~Texas, ~~for~~styled ~~these benefits~~Elwood ifKarr ~~they~~et ~~meet~~al. ~~certain~~v. ~~age~~Centennial Pipeline, ~~and~~LLC ~~service~~et ~~requirements~~al. In ~~at retirement~~this case, ~~as defined~~the inplaintiffs ~~the~~contend ~~plans.~~that ~~The~~our ~~Parent~~pipeline ~~Partnership~~leaked ~~provides~~toxic asubstances ~~fixed~~on ~~dollar~~their ~~contribution~~property, ~~which~~causing ~~does~~them ~~not~~property ~~increase~~damage. We ~~from~~have ~~year~~filed an answer to ~~year~~the plaintiffs’ petition, ~~towards~~denying ~~retired~~the ~~employee~~allegations ~~medical~~and ~~costs.~~are ~~The~~defending ~~retiree~~ourselves ~~pays~~vigorously ~~all~~against ~~health~~this ~~care~~lawsuit. This ~~cost~~case ~~increases~~is ~~due~~covered ~~to medical~~by ~~inflation~~insurance. We ~~The~~do ~~Parent~~not ~~Partnership~~believe ~~uses~~that the outcome of this lawsuit will have a ~~December 31~~material ~~measurement~~adverse ~~date~~effect on our financial position, results ~~for~~of ~~this~~operations ~~plan~~or cash flows.

~~The~~In ~~components~~addition to the litigation discussed above, we have been, in the ordinary course of ~~net~~business, ~~postretirement~~a defendant ~~benefits~~in ~~cost~~various ~~allocated~~lawsuits and a party to usvarious ~~for~~other ~~the~~legal proceedings, ~~TEPPCO~~some ~~OPB~~of ~~for~~which ~~the~~are ~~three~~covered ~~months~~in ~~ended~~whole ~~March 31,~~or ~~2004~~in ~~and~~part ~~2003,~~by ~~were~~insurance. asWe ~~follows~~believe that the (outcome of these lawsuits and other proceedings will not individually or in ~~thousands):~~the aggregate have a material adverse effect on our consolidated financial position, results of operations or cash flows.

	Three Months Ended
	March 31,
	2004		2003
Service cost benefit earned during the period	$	29	$	23
Interest cost on accumulated postretirement benefit obligation		33		29
Amortization of prior service cost		28		28
Net postretirement benefits costs	$	90	$	80

Our operations are subject to federal, state and local laws and regulations governing the discharge of materials into the environment. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of injunctions delaying or prohibiting certain activities and the need to perform investigatory and remedial activities. Although we believe our operations are in material compliance with applicable environmental laws and regulations, risks of significant costs and liabilities are inherent in pipeline operations, and we cannot assure you 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 our operations, could result in substantial costs and liabilities to us. We believe that changes in environmental laws and regulations will not have a material adverse effect on our financial position, results of operations or cash flows in the near term.

10On March 26, 2004, an initial decision in ARCO Products Co., et al. v. SFPP, Docket OR96-2-000, et al. was issued by the FERC, which made several significant determinations with respect to finding “changed circumstances” under the Energy Policy Act of 1992 (“EP Act”). The decision lists factors that will be considered by the FERC, which include showing a substantial change in economic circumstances, the time factor that will be reviewed, what will be considered the basis of the rate and a pipeline’s documentary requirements. The decision largely clarifies, but does not fully quantify, the standard required for a complainant to demonstrate that an oil pipeline’s rates are no longer subject to the rate protection of the EP Act by demonstrating that a substantial change in circumstances has occurred since 1992 with respect to the basis of the rates being challenged. In the decision, the FERC found that a limited number of rate elements will significantly affect the economic basis for a pipeline company’s rates. The elements identified in the decision are volume changes, allowed total return and total cost of service (including major cost elements of rate base such as tax rates and tax allowances, among others). The FERC did reject, however, the use of changes in tax rate and income tax allowances as standalone factors. The FERC further found that if a complainant can show that a pipeline’s volumes and overall cost of service collectively reflect a significant increase in net earnings between the establishment of the challenged rate pre-1992 and the time of the complaint, based primarily on the combined impact of changes in volumes and changes in overall cost of service, the complainant has met its burden relative to establishing “changed circumstances.” It appears likely that the decision will be appealed. We have not yet determined the impact, if any, that the decision could have on our rates if they were reviewed under the criteria of this decision.

~~Table of Contents~~12

TEOn ~~PRODUCTS~~July 20, 2004, ~~PIPELINE~~the ~~COMPANY~~United States Court of Appeals for the District of Columbia Circuit issued a decision in BP West Coast Products, ~~LIMITED~~LLC ~~PARTNERSHIP~~v. Federal Energy Regulatory Commission and United States of America, which reviewed the decisions that the FERC issued in Opinion Nos. 435, 435-A, 435-B and Clarification and Rehearing Order. In these opinions, the FERC considered the tariffs of SFPP, L.P. (“SFPP”) and complaints and other filings by shipper customers of SFPP. The Court determined, in part, that SFPP, a publicly traded limited partnership, is not allowed to include income tax allowance in its cost-of-service analysis in the determination of just and reasonable rates that were not grandfathered under the EP Act. With respect to SFPP’s grandfathered rates, the Court remanded to the FERC for further review, in light of the Court’s holding on income tax allowance, of the FERC’s determination that changes in the FERC’s tax allowance policy do not constitute “substantially changed circumstances” under the EP Act. The Court’s decision on income tax allowance does not affect our current rates and rate structure because our rates are not based on the cost-of-service methodology. However, the Court’s decision might become relevant to us should we (i) elect in the future to use cost-of-service to support our rates or (ii) be required to use such methodology to defend our indexed rates against a shipper complaint.

~~NOTES~~In TO1994, ~~CONSOLIDATED~~the ~~FINANCIAL~~Louisiana ~~STATEMENTS-Continued~~ Department of Environmental Quality (~~Unaudited~~“LDEQ”) issued a compliance order for environmental contamination at our Arcadia, Louisiana, facility. In 1999, our Arcadia facility and adjacent terminals were directed by the Remediation Services Division of the LDEQ to pursue remediation of this contamination. At June 30, 2004, we have an accrued liability of $0.3 million for remediation costs at our Arcadia facility. Effective in March 2004, we executed an access agreement with an adjacent industrial landowner who is located upgradient of the Arcadia facility. This agreement enables the landowner to proceed with remediation activities at our Arcadia facility for which it has accepted shared responsibility. We do not expect that the completion of the remediation program proposed to the LDEQ will have a future material adverse effect on our financial position, results of operations or cash flows.

~~Estimated~~On ~~Future~~March 17, ~~Benefit~~2003, ~~Contributions~~we experienced a release of 511 barrels of jet fuel from a storage tank at our Blue Island terminal located in Cook County, Illinois. As a result of the release, we have entered into an Agreed Order with the State of Illinois. We are complying with the Agreed Order and are in the process of negotiating a final settlement with the State of Illinois. We do not expect that compliance with the Agreed Order or the settlement will have a future material adverse effect on our financial position, results of operations or cash flows.

~~The~~At ~~Parent~~June 30, 2004, ~~Partnership~~we ~~expects~~have toan ~~contribute~~accrued ~~approximately~~liability of $32.0 million related to various sites ~~the~~requiring ~~retirement~~environmental ~~plans~~remediation ~~and~~activities. We ~~other~~do ~~postretirement~~not ~~benefit~~expect ~~plans~~that inthe ~~2004.~~completion Weof ~~expect~~remediation programs toassociated bewith ~~allocated~~these activities will have a ~~share~~future material adverse effect on our financial position, results of ~~these~~operations ~~contributions~~or cash flows.

~~NOTE~~We 9regularly review our long-lived assets for impairment in accordance with SFAS No. ~~COMMITMENTS~~144, ~~AND~~Accounting for ~~CONTINGENCIES~~the Impairment or Disposal of Long-Lived Assets. At June 30, 2004, we have identified certain assets that we are assessing for recoverability resulting from recent operational changes. We are continuing to monitor these circumstances surrounding the assets; however, we do not believe that the resolution of the matter will have a material effect on our financial condition, results of operations or cash flows.

InCentennial ~~the fall of 1999 and on December 1, 2000, the Company and the Parent~~entered ~~Partnership~~into ~~were~~credit ~~named~~facilities astotaling ~~defendants in two separate lawsuits in Jackson County Circuit Court, Jackson County, Indiana, styled Ryan E~~$150.0 ~~McCleery~~million and ~~Marcia S. McCleery~~, etas ~~al.~~of ~~v. Texas Eastern Corporation~~June 30, ~~et al. (including the Company~~2004, ~~and the Parent Partnership) and Gilbert Richards and Jean Richards v~~$150.0 ~~Texas Eastern~~million ~~Corporation,~~was etoutstanding ~~al.~~under ~~(including~~those ~~the~~credit ~~Company and the Parent Partnership)~~facilities. In The ~~both~~proceeds ~~cases,~~were ~~the~~used ~~plaintiffs contend, among other things, that we and other defendants stored and disposed of toxic and hazardous substances and hazardous wastes in a manner that caused the materials~~ to befund ~~released into the air, soil~~construction and ~~water.~~conversion ~~They~~costs ~~further~~of ~~contend~~Centennial’s ~~that~~pipeline ~~the release caused damages to the plaintiffs~~system. We ~~In their complaints, the plaintiffs allege strict liability for both personal injury~~ and ~~property~~Marathon ~~damage~~have ~~together~~each ~~with~~guaranteed ~~gross~~one ~~negligence, continuing~~half ~~nuisance, trespass, criminal mischief and loss~~ of ~~consortium. The~~Centennial’s ~~plaintiffs are seeking compensatory~~debt, ~~punitive~~up ~~and treble damages. We have filed an answer~~ to ~~both complaints, denying the allegations, as well as various other motions. In April 2004, the court granted~~ a ~~partial~~maximum motion for summary judgment in favor of the defendants, dismissing two of the plaintiffs’ personal injury claims in their entirety. It is anticipated that the plaintiffs will appeal this ruling. These cases are not covered by insurance. Discovery is ongoing, and we are defending ourselves vigorously against the lawsuits. The plaintiffs have not stipulated the amount of ~~damages that they are seeking in the suits~~$75.0 Wemillion ~~cannot estimate the loss, if any, associated with these pending lawsuits~~each.

On December 21, 2001, we were named as a defendant in a lawsuit in the 10th Judicial District, Natchitoches Parish, Louisiana, styled Rebecca L. Grisham et al. v. TE Products Pipeline Company, Limited Partnership. In this case, the plaintiffs contend that our pipeline, which crosses the plaintiffs’ property, leaked toxic products onto their property and consequently caused damages to them. We have filed an answer to the plaintiffs’ petition denying the allegations and are defending ourselves vigorously against the lawsuit. The plaintiffs have not stipulated the amount of damages they are seeking in the suit; however, this case is covered by insurance. We do not believe that the outcome of this lawsuit will have a material adverse effect on our financial position, results of operations or cash flows. 13

~~In May 2003, the Company was named as a defendant in a lawsuit styled John~~Item R2. James, et al. v. J Graves Insulation Company, et al. as filed in the first Judicial District Court, Caddo Parish, Louisiana. There are numerous plaintiffs identified in the action that are alleged to have suffered damages as the result of alleged exposure to asbestos-containing products and materials. According to the petition and as a result of a preliminary investigation, the Company believes that the only claim asserted against it results from one individual for the period from July 1971 through June 1972, who is alleged to have worked on a facility owned by the Company Management’s ~~predecessor. This~~Discussion ~~period~~and ~~represents~~Analysis ~~a small portion~~ of ~~the~~Financial ~~total~~Condition ~~alleged exposure period from January 1964 through December 2001 for this individual. The individual’s claims involve numerous employers~~ and ~~alleged~~Results job sites. The Company has been unable to confirm involvement by the Company or its predecessors with the alleged location, and it is uncertain at this time whether this case is covered by insurance. Discovery is planned, and the Company intends to defend itself vigorously against this lawsuit. The plaintiffs have not stipulated the amount of damages that they are seeking in this suit. We are obligated to reimburse the Company for any costs it incurs related to this lawsuit. We cannot estimate the loss, if any, associated with this pending lawsuit. We do not believe that the outcome of this lawsuit will have a material adverse effect on our financial position, results of operations or cash flows. Operations

On April 2, 2003, Centennial was served with a petition in a matter styled Adams, et al. v. Centennial Pipeline Company LLC, et al. This matter involves approximately 2,000 plaintiffs who allege that over 200 General

11You should read the following review of our financial position and results of operations in conjunction with our Consolidated Financial Statements and the notes thereto. Material period-to-period variances in the consolidated statements of income are discussed under “Results of Operations.” The “Financial Condition and Liquidity” section analyzes our cash flows and financial position. “Other Considerations” addresses trends, future plans and contingencies that are reasonably likely to materially affect our future liquidity or earnings. The Consolidated Financial Statements should be read in conjunction with the financial statements and related notes, together with our discussion and analysis of financial position and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2003.

~~Table~~Critical ofAccounting ~~Contents~~Policies and Estimates

TEA ~~PRODUCTS~~summary ~~PIPELINE~~of ~~COMPANY~~the significant accounting policies we have adopted and followed in the preparation of our consolidated financial statements is detailed in our consolidated financial statements for the year ended December 31, ~~LIMITED~~2003, ~~PARTNERSHIP~~included in our Annual Report on Form 10-K. Certain of these accounting policies require the use of estimates. The following estimates, in our opinion, are subjective in nature, require the exercise of judgment and involve complex analysis: revenue and expense accruals, including accruals for power costs, property taxes, environmental costs and property, plant and equipment. These estimates are based on our knowledge and understanding of current conditions and actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations.

~~NOTES~~Management TOOverview ~~CONSOLIDATED~~of ~~FINANCIAL~~the ~~STATEMENTS-Continued~~Six Months Ended ~~(Unaudited)~~ June 30, 2004

~~defendants,~~We ~~including~~reported ~~Centennial,~~net ~~generated,~~income ~~transported, and/or disposed~~ of ~~hazardous~~$24.1 ~~and~~million ~~toxic~~for the ~~waste~~six atmonths ~~two~~ended ~~sites~~June ~~in Bayou Sorrell~~30, ~~Louisiana~~2004, ~~an underground~~compared ~~injection~~with ~~well~~net ~~and~~income aof ~~landfill~~$29.3 ~~The~~million for ~~plaintiffs~~the ~~allege~~six ~~personal injuries,~~months ~~allergies,~~ended ~~birth~~June ~~defects~~30, ~~cancer~~2003, and ~~death~~$6.9 ~~The~~million ~~underground injection~~for ~~well~~the ~~has~~three ~~been~~months ended inJune ~~operation~~30, ~~since~~2004, ~~May 1976.~~compared ~~Based~~with ~~upon~~net ~~current information,~~income ~~Centennial~~of ~~appears~~$8.8 tomillion befor athe dethree months ~~minimis~~ended ~~contributor~~June 30, ~~having~~2003. Our ~~used~~results for the ~~disposal~~ ~~site~~three ~~during~~months ~~the~~and ~~two~~six ~~month~~months ~~time~~ended ~~period~~June of30, ~~December 2001~~2004, towere ~~January~~impacted by ~~2002.~~higher ~~Marathon~~pipeline ~~has~~integrity ~~been~~costs ~~handling~~of ~~this~~$2.6 ~~matter~~million ~~for~~and ~~Centennial~~$8.0 ~~under~~million, ~~its~~respectively, ~~operating~~which ~~agreement~~essentially ~~with~~offset ~~Centennial.~~increased Werevenues ~~have~~from aboth ~~50%~~our ~~ownership~~refined ~~interest~~products inand propane ~~Centennial~~businesses. We ~~Based~~anticipate ~~upon~~that ~~Centennial’s~~our pipeline ~~limited~~integrity ~~involvement~~costs ~~with~~for ~~the~~2004 ~~disposal site,~~will webe doapproximately ~~not~~$3.0 ~~believe~~million ~~that~~to ~~the~~$5.0 million ~~outcome~~higher ofthan ~~this~~our ~~matter~~2003 ~~will~~costs ~~have~~as awe ~~material adverse~~continue ~~effect~~to onperform ~~our~~pipeline maintenance ~~financial~~under ~~position,~~our ~~results~~integrity ofmanagement ~~operations or cash flows~~program.

OnWe ~~December 16,~~are ~~2003,~~focused ~~Centennial~~on opportunities, ~~the~~challenges ~~Company, the Parent Partnership~~ and ~~other~~ ~~Parent~~risks ~~Partnership~~that ~~entities~~are ~~were~~inherent ~~named~~in asour ~~defendants~~business. These ininclude athe ~~lawsuit~~safe, inreliable ~~the~~and ~~128th~~efficient ~~District~~operation ~~Court~~ of ~~Orange~~the ~~County,~~pipelines ~~Texas,~~and ~~styled~~facilities ~~Elwood~~that ~~Karr~~we etown ~~al.~~or v.operate ~~Centennial~~while ~~Pipeline,~~meeting ~~LLC~~increased etregulations ~~al.~~that Ingovern ~~this case,~~ the ~~plaintiffs~~operation ~~contend~~of ~~that~~ our ~~pipeline~~ ~~leaked~~assets ~~toxic~~and the ~~substances~~costs onassociated ~~their~~with ~~property,~~such ~~causing them property damage~~regulations. We ~~have~~are ~~filed~~also anfocused ~~answer~~on toour ~~the~~continued ~~plaintiffs’~~growth ~~petition,~~through ~~denying~~expansion of the ~~allegations~~assets that we own and ~~are~~through ~~defending~~acquisition ~~ourselves~~of ~~vigorously~~assets ~~against~~that ~~this~~complement ~~lawsuit~~our current operations. We ~~This~~remain confident ~~case~~that isour ~~covered~~current bystrategy ~~insurance.~~and Wefocus dowill ~~not~~provide ~~believe~~continued ~~that~~growth ~~the~~in ~~outcome~~earnings and ofcash ~~this~~distributions. These growth ~~lawsuit~~opportunities ~~will~~include ~~have~~continued adevelopment ~~material~~of ~~adverse~~refined ~~effect~~products onand ~~our~~propane market ~~financial position~~opportunities, ~~results of~~including ~~operations~~pipeline orand ~~cash~~terminal ~~flows~~expansions.

InWe ~~addition~~are continuing to ~~the~~pursue ~~litigation~~a ~~discussed~~plan ~~above,~~to ~~we have been, in the~~make ~~ordinary~~system ~~course~~changes ofto ~~business,~~allow afor ~~defendant~~bi-directional inflow ~~various lawsuits~~ and adeliveries ~~party~~into tothe ~~various~~Shreveport, ~~other~~Louisiana ~~legal~~market ~~proceedings,~~area. We have ~~some~~completed offeasibility ~~which~~studies and are ~~covered~~ in ~~whole~~discussions orwith ~~in part~~potential bycustomers ~~insurance.~~regarding Wethe ~~believe~~transportation ~~that~~of volumes through the ~~outcome~~pipeline ofsystem in ~~these~~this ~~lawsuits~~area. Engineering ~~and~~design ~~other~~work ~~proceedings~~is ~~will~~currently ~~not~~under ~~individually~~way orto inreverse the ~~aggregate~~flow ~~have~~of athe ~~future~~pipeline ~~material~~segment from ~~adverse~~Shreveport ~~effect~~to onEl ~~our~~Dorado, ~~consolidated~~Arkansas. The project ~~financial~~is ~~position,~~scheduled ~~results~~to ofbe ~~operations~~completed ~~or cash~~by ~~flows~~the end of 2004.

~~Our~~We ~~operations~~ are ~~subject~~planning to ~~federal,~~build ~~state~~a ~~and~~new ~~local laws and~~refined ~~regulations~~products ~~governing~~truck ~~the~~loading ~~discharge~~terminal ~~of materials into the environment. Failure to comply with these laws and regulations may result~~ in ~~the~~Bossier ~~assessment of administrative~~City, ~~civil~~Louisiana. The ~~and~~facility ~~criminal~~will ~~penalties,~~include ~~imposition~~six ofstorage ~~injunctions~~tanks ~~delaying or prohibiting certain activities~~ and ~~the~~a ~~need~~fully toautomated ~~perform investigatory~~two-bay ~~and~~truck ~~remedial~~loading ~~activities~~rack. The ~~Although~~terminal wewill ~~believe~~expand ~~our~~delivery ~~operations~~capacity ~~are in material compliance with applicable environmental laws and regulations, risks~~ of ~~significant~~refined ~~costs~~products ~~and liabilities are inherent in pipeline operations,~~to ~~and~~the weNorthwest ~~cannot~~Louisiana ~~assure you that significant costs~~ and ~~liabilities~~East ~~will~~Texas ~~not~~markets ~~be incurred.~~by ~~Moreover,~~more itthan ~~is possible that other developments~~20,000 ~~such~~barrels asper ~~increasingly~~day. The ~~strict~~facility ~~environmental~~will ~~laws~~increase ~~and regulations and enforcement policies~~the ~~thereunder,~~delivery ~~and~~of ~~claims~~branded ~~for damages to property or persons resulting from our operations, could result in substantial costs~~ and ~~liabilities~~unbranded topremium ~~us. We believe that changes in environmental laws~~ and ~~regulations~~regular ~~will not have a material adverse effect on our financial position~~gasoline, ~~results of operations or cash flows in the near term.~~ as

On March 26, 2004, an initial decision in ARCO Products Co., et al. v. SFPP, Docket OR96-2-000, et al. (“SFPP”) was issued by the FERC, which made several significant determinations with respect to finding “changed circumstances” under the Energy Policy Act of 1992 (“EP Act”). The decision lists factors that will be considered by the FERC, which include showing a substantial change in economic circumstances, the time factor that will be reviewed, what will be considered the basis of the rate and a pipeline’s documentary requirements. The decision largely clarifies, but does not fully quantify, the standard required for a complainant to demonstrate that an oil pipeline’s rates are no longer subject to the rate protection of the EP Act by demonstrating that a substantial change in circumstances has occurred since 1992 with respect to the basis of the rates being challenged. In the SFPP decision, the FERC found that a limited number of rate elements will significantly affect the economic basis for a pipeline company’s rates. The elements identified in the decision are volume changes, allowed total return and total cost of service (including major cost elements of rate base such as tax rates and tax allowances, among others). The FERC did reject, however, the use of changes in tax rate and income tax allowances as standalone factors. The FERC further found that if a complainant can show that a pipeline’s volumes and overall cost of service collectively reflect a significant increase in net earnings between the establishment of the challenged rate pre-1992 and the time of the complaint, based primarily on the combined impact of changes in volumes and changes in overall cost of service, the complainant has met its burden relative to establishing “changed circumstances.” It appears very likely 14

12well as low-sulfur diesel fuels, which will meet the different product specifications of both market areas. The project is scheduled to be completed in the first quarter of 2005.

~~Table~~We have begun a Phase II project to further expand our delivery capacity of ~~Contents~~liquefied petroleum gases (“LPGs”) to the Northeast by 8,000 to 10,000 barrels per day. In 2003, we increased the delivery capability between Todhunter, Ohio, and Coshocton, Ohio, by 8,000 to 10,000 barrels per day and increased storage and improved loading capability at Oneonta, New York. The Phase II expansion includes the construction of three pump stations between Coshocton and Greensburg, Pennsylvania, and two stations from Greensburg to Watkins Glen, New York. Additional work on the pipeline segment between Greensburg and Philadelphia, Pennsylvania, will increase delivery rates to the Philadelphia area. Improvements will also be made at our Dubois, Pennsylvania, and Eagle, Pennsylvania, terminals. The project is scheduled to be completed in the fourth quarter of 2004.

TEOur ~~PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP~~ Business

~~NOTES~~TE TOProducts Pipeline ~~CONSOLIDATED~~Company, ~~FINANCIAL~~Limited ~~STATEMENTS-Continued~~Partnership, a Delaware limited partnership, was formed in March 1990. TEPPCO Partners, L.P. (~~Unaudited~~“Parent Partnership”) owns a 99.999% interest in us as the sole limited partner. TEPPCO GP, Inc. (“TEPPCO GP” or “General Partner”), a subsidiary of the Parent Partnership, holds a 0.001% General Partner interest in us. Texas Eastern Products Pipeline Company, LLC (the “Company”), a Delaware limited liability company, serves as the general partner of our Parent Partnership. The Company is a wholly owned subsidiary of Duke Energy Field Services, LLC (“DEFS”), a joint venture between Duke Energy Corporation (“Duke Energy”) and ConocoPhillips. Duke Energy holds an interest of approximately 70% in DEFS, and ConocoPhillips holds the remaining interest of approximately 30%. TEPPCO GP, as general partner, performs all of our management and operating functions required in accordance with the Agreement of Limited Partnership of TE Products Pipeline Company, Limited Partnership. We reimburse our General Partner and the Company for all reasonable direct and indirect expenses that they incur in managing us.

~~that~~We ~~the~~operate ~~decision~~and report ~~will~~in beone ~~appealed.~~business Wesegment: transportation ~~have~~and ~~not~~storage ~~yet~~of ~~determined~~refined ~~the~~products, LPGs and petrochemicals. Revenues are earned from transportation and ~~impact~~storage of refined products and LPGs, ifintrastate ~~any~~transportation of petrochemicals, ~~that~~sales of product inventory and other ancillary services. Our two largest operating expense items are labor and electric power. We generally realize higher revenues during the ~~decision~~first ~~could~~and ~~have~~fourth onquarters ~~our~~of ~~rates~~each ifyear ~~they~~as our ~~were~~operations ~~reviewed~~are somewhat seasonal. ~~under~~Refined products volumes are generally higher during the ~~criteria~~second and third quarters because of greater demand for gasolines during the ~~SFPP~~spring ~~decision~~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. Our results also include our equity investments in Centennial Pipeline LLC (“Centennial”) and Mont Belvieu Storage Partners, L.P. (“MB Storage”) (see Note 5. Equity Investments).

InWe ~~1994,~~are ~~the~~one ~~Louisiana Department~~ of ~~Environmental Quality (“LDEQ”) issued~~ athree ~~compliance~~operating ~~order~~subsidiaries ~~for~~of ~~environmental contamination at~~ our ~~Arcadia,~~Parent ~~Louisiana, facility~~Partnership. Our InParent ~~1999,~~Partnership ~~our~~is ~~Arcadia~~managed ~~facility~~by ~~and adjacent terminals were directed~~its bygeneral ~~the~~partner, ~~Remediation Services Division of~~ the ~~LDEQ~~Company, towhich ~~pursue~~has ~~remediation~~approximately ~~of this contamination. Effective in March 2004~~1,000 weemployees ~~executed an access agreement with~~dedicated anto ~~adjacent~~the ~~industrial~~operations ~~landowner~~and ~~who~~management ~~is located upgradient~~ of the ~~Arcadia facility~~operating subsidiaries. Our ~~This~~Parent ~~agreement~~Partnership ~~enables~~allocates ~~the landowner to proceed with remediation~~operating, ~~activities~~general atand ~~our~~administrative ~~Arcadia~~expenses ~~facility~~to us for ~~which~~legal, ~~they~~insurance, ~~have accepted shared~~financial, ~~responsibility.~~communication Atand ~~March 31,~~other ~~2004,~~administrative weservices ~~have~~based anupon ~~accrued~~the ~~liability~~estimated level of ~~$0.3 million~~effort ~~for~~devoted ~~remediation~~to ~~costs at~~ our ~~Arcadia~~various ~~facility~~operations. We dobelieve ~~not expect~~ that ~~the~~ ~~completion of~~ the ~~remediation~~method ~~program~~for ~~proposed~~allocating tocorporate ~~the~~operating, ~~LDEQ will have a~~general ~~future~~and ~~material~~administrative ~~adverse~~expenses ~~effect~~to onus ~~our~~is ~~financial position, results of operations or cash flows~~reasonable.

On March 17, 2003, we experienced a release of 511 barrels of jet fuel from a storage tank at our Blue Island terminal located in Cook County, Illinois. As a result of the release, we have entered into an Agreed Order with the State of Illinois. The Agreed Order requires us, in part, to complete a site investigation plan to delineate the scope of any potential contamination resulting from the release and to remediate any contamination present above regulatory standards. This site investigation plan has been completed and submitted to the State of Illinois. The Agreed Order does not contain any provision for any fines or penalties; however, it does not preclude the State of Illinois from assessing these at a later date. We do not expect that the completion of the Agreed Order will have a future material adverse effect on our financial position, results of operations or cash flows. 15

WeResults ~~regularly review our long-lived assets for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal~~ of Long-Lived Assets. At March 31, 2004, we have identified certain assets that we are monitoring for possible impairment. We are unable to reasonably estimate the probabilities associated with the performance of an impairment test. We are continuing to monitor the circumstances surrounding the assets and will test the assets for impairment as more information becomes available. We do not believe that the resolution of the matter will have a material effect on our financial condition, results of operations or cash flows. Operations

~~Centennial~~ ~~entered~~The ~~into~~following ~~credit~~table presents ~~facilities~~volumes ~~totaling~~delivered ~~$150.0 million~~ and, ~~as of~~average ~~March 31,~~tariff ~~2004,~~per ~~$150.0 million~~barrel ~~was~~for ~~outstanding~~the ~~under~~three ~~those credit~~months ~~facilities. The proceeds were used to fund construction~~ and ~~conversion~~six ~~costs of~~months ~~Centennial’s~~ended ~~pipeline~~June 30, ~~system.~~2004 We and ~~Marathon~~2003 ~~have~~(in ~~each guaranteed one-half of Centennial’s debt~~thousands, upexcept ~~to a maximum amount of $75.0 million each.~~tariff information):

	Three Months Ended June 30,				Percentage Increase	Six Months Ended June 30,				Percentage Increase
	2004		2003		(Decrease)	2004		2003		(Decrease)

Volumes Delivered
Refined products	41,936		42,256		(1)%	74,458		72,488		3%
LPGs	8,794		6,832		29%	22,002		20,532		7%
Total	50,730		49,088		3%	96,460		93,020		4%

Average Tariff per Barrel
Refined products	$	0.93	$	0.89	5%	$	0.94	$	0.89	6%
LPGs	1.56		1.96		(20)%	1.93		2.15		(10)%
Average system tariff per barrel	$	1.04	$	1.04	—	$	1.17	$	1.17	—

~~Table~~Three Months ofEnded ~~Contents~~June 30, 2004 Compared with Three Months Ended June 30, 2003

~~Item~~We 2reported net income of $6.9 ~~Management’s~~million ~~Discussion~~for the three months ended June 30, 2004, compared with net income of $8.8 million for the three months ended June 30, 2003. Net income decreased $1.9 million primarily due to an increase of $4.5 million in costs and ~~Analysis~~expenses and a decrease of ~~Financial~~$0.6 ~~Condition~~million in equity earnings, partially offset by an increase of $2.4 million in operating revenues, a decrease of $0.7 million in interest expense – net and ~~Results~~an increase of ~~Operations~~$0.1 million in other income – net. We discuss the factors influencing our operating performance below.

~~General~~Revenues from refined products transportation increased $1.1 million for the three months ended June 30, 2004, compared with the three months ended June 30, 2003, primarily due to an increase in distillate volumes transported as a result of a strong trucking market. For the three months ended June 30, 2004, the refined products average tariff increased 5% from the prior year period primarily due to higher market-based tariff rates which went into effect in July 2003, and decreased short-haul deliveries of product received into our system from Centennial at Creal Springs, Illinois. Prior to the construction of Centennial, deliveries on our pipeline system were limited by our pipeline capacity, and transportation services for our customers were allocated in accordance with a proration policy. With this incremental pipeline capacity, our previously constrained system has expanded deliveries in markets both south and north of Creal Springs. In February 2003, we entered into a lease agreement with Centennial that increased our flexibility to deliver refined products to our market areas. During the three months ended June 30, 2004, overall refined product volumes transported decreased primarily due to lower short-haul volumes received into our system from Centennial, partially offset by increased demand and market share for products supplied from the U.S. Gulf Coast into Midwest markets.

~~You~~Revenues ~~should~~from ~~read~~LPGs transportation ~~the~~increased ~~following~~$0.4 ~~review~~million offor ~~our~~the ~~financial~~three ~~position~~months ~~and~~ended ~~results~~June 30, of2004, ~~operations~~compared ~~in conjunction~~ with ~~our~~the ~~Consolidated~~three ~~Financial~~months ~~Statements. Material~~ended ~~period-to-period~~June 30, ~~variances~~2003, inprimarily ~~the~~due ~~consolidated~~to higher ~~statements~~deliveries of ~~income are~~isobutane ~~discussed~~to ~~under~~Chicago ~~“Results~~area ofrefineries ~~Operations.”~~and ~~The~~increased short-haul ~~“Financial~~propane ~~Condition~~deliveries ~~and Liquidity”~~to ~~section~~Gulf ~~analyzes~~Coast ~~our~~petrochemical ~~cash~~customers, ~~flows~~partially offset ~~and~~by ~~financial~~lower ~~position.~~deliveries ~~“Other Considerations”~~of ~~addresses~~propane ~~trends,~~in ~~future~~the ~~plans~~upper Midwest and ~~contingencies~~Northeast ~~that are~~market ~~reasonably~~areas ~~likely~~attributable to ~~materially~~the ~~affect~~impact ~~future~~of ~~liquidity~~high orpropane ~~earnings.~~prices ~~The Consolidated~~and ~~Financial~~low ~~Statements~~inventories ~~should~~at Mont beBelvieu ~~read~~during ~~in conjunction with~~ the ~~financial~~ ~~statements~~second ~~and~~quarter ~~related~~of ~~notes,~~2004. The ~~together~~LPGs ~~with~~average ~~our~~rate ~~discussion~~per ~~and analysis~~barrel ofdecreased ~~financial~~20% ~~position~~from ~~and~~the ~~results~~prior year ofperiod ~~operations~~primarily ~~included~~as ina ~~our~~result ~~Annual Report~~of onincreased ~~Form 10~~short-Khaul ~~for~~deliveries during the three ~~year~~months ended ~~December~~June 3130, ~~2003~~2004.

~~Critical~~Other ~~Accounting~~operating revenues ~~Policies~~increased ~~and~~$0.9 ~~Estimates~~million for the three months ended June 30, 2004, compared with the three months ended June 30, 2003, primarily due to higher margins on product inventory sales, higher refined products tender deduction fees and higher propane deliveries at our Providence, Rhode Island import facility. These increases were partially offset by lower revenues from product exchanges, which are used to position product in the Midwest market area.

A summary of the significant accounting policies we have adopted and followed in the preparation of our consolidated financial statements is detailed in our consolidated financial statements for the year ended December 31, 2003, included in our Annual Report on Form 10-K. Certain of these accounting policies require the use of estimates. The following estimates, in our opinion, are subjective in nature, require the exercise of judgment and involve complex analysis: revenue and expense accruals, including power costs, property taxes, environmental costs and property, plant and equipment. These estimates are based on our knowledge and understanding of current conditions and actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations. 16

~~Management~~Costs ~~Overview~~and expenses increased $4.5 million for the three months ended June 30, 2004, compared with the three months ended June 30, 2003. The increase was made up of a $2.9 million increase in operating, general and administrative expenses, a $2.1 million increase in depreciation and amortization expense and a $0.1 million increase in taxes – other than income taxes, partially offset by a $0.6 million decrease in operating fuel and power. Operating, general and administrative expenses increased primarily due to a $2.6 million increase in pipeline integrity management expenses associated with our integrity management program, a $0.8 million increase in rental expense from the ~~Quarter~~Centennial ~~Ended~~pipeline capacity ~~March~~lease agreement that we entered into in February 312003, and an increase in consulting and contract services primarily related to compliance with the Sarbanes-Oxley Act of 2002. These increases were partially offset by lower labor costs and decreased general and administrative supplies expense, and lower expenses in the 2004 period associated with the write-off of receivables related to customer bankruptcies and other customer non-payments in 2003. Depreciation expense increased from the prior year period because of assets placed in service during 2003, partially offset by an increase in the estimated remaining life of a section of our pipeline system in the Northeast, as a result of pipeline improvements made as part of our integrity management program. Taxes – other than income taxes increased as a result of higher property balances. Operating fuel and power expense decreased primarily as a result of a more efficient use of our transportation assets, partially offset by increased mainline throughput.

WeNet ~~reported~~losses ~~net~~from equity ~~income~~investments ofincreased $170.2 6 million for the three months ended ~~March~~ 31June 30, 2004, compared with ~~net income of $20.6 million for~~ the three months ended ~~March~~ June 3130, 2003~~. Our results were impacted by higher pipeline integrity costs~~, ~~which~~ were partially offset by strong revenues from both our refined products and propane businesses. We anticipate that our pipeline integrity costs for the remainder of 2004 will be higher than our 2003 costs as ~~we continue to~~ ~~perform~~shown ~~pipeline~~below ~~maintenance~~(in ~~under our integrity management program.~~ thousands):

We are focused on opportunities, challenges and risks that are inherent in our business. These include the safe, reliable and efficient operation of the pipelines and facilities that we own or operate while meeting increased regulations that govern the operation of our assets and the costs associated with such regulations. We are also focused on our continued growth through expansion of the assets that we own and through acquisition of assets that complement the business in which we operate.

	Three Months Ended June 30,						Increase (Decrease)
	2004			2003			Increase (Decrease)

Centennial	$	(2,286	)	$	(1,827	)	$	(459	)
MB Storage	1,785			1,899			(114		)
Other	(8		)	(8		)	—
Total equity earnings (losses)	$	(509	)	$	64		$	(573	)

WeEquity ~~remain~~losses ~~confident~~in Centennial ~~that~~increased ~~our~~primarily ~~current~~due ~~strategy~~to ~~and~~higher ~~focus~~operating ~~will~~expenses, ~~provide~~partially ~~continued~~offset ~~growth~~by an increase in transportation volumes on Centennial. Equity earnings from our 50% ownership interest in MB Storage decreased $0.1 million for the three months ended June 30, 2004, compared with the three months ended June 30, 2003. In April 2004, MB Storage acquired storage assets and ~~cash~~contracts ~~distributions~~for $33.5 ~~These~~million, ~~growth~~of which we ~~opportunities~~contributed ~~include:~~$16.5 million. The decrease in equity earnings was due to increased amortization and depreciation expense on the acquired storage assets and contracts, partially offset by increased storage revenue, shuttle revenue and rental revenue primarily from the acquired contracts and lower pipeline rehabilitation expenses on the MB Storage system.

•Interest ~~Continued~~expense decreased ~~development~~$0.5 million for the three months ended June 30, 2004, compared with the three months ended June 30, 2003, primarily due to lower allocations of ~~refined~~interest ~~products~~expense ~~and~~from ~~propane~~the ~~market~~Parent ~~opportunities.~~Partnership, •partially ~~Construction~~offset by higher debt balances The Parent Partnership had lower interest expense primarily due to a higher percentage of variable interest rate debt during the three months ended June 30, 2004, that carried a ~~new~~lower ~~truck~~rate ~~loading~~of ~~facility~~interest as compared to fixed interest rate debt. The higher percentage of variable interest rate debt resulted from the expiration of an interest rate swap in ~~Bossier~~April 2004. Interest ~~City~~capitalized increased $0.2 million for the three months ended June 30, ~~Louisiana~~2004, compared with the three months ended June 30, 2003, as a result of increased balances of construction work-in-progress.

WeOther ~~are~~income ~~continuing~~– ~~to pursue a plan to make system changes to allow for~~net ~~bi-directional~~increased ~~flow and deliveries into the Shreveport market area~~$0.1 Wemillion have completed feasibility studies, and are in discussions with potential customers regarding the transportation of volumes through the pipeline system in this area. Engineering design work and property acquisition for the ~~terminal~~three ~~site in~~months ~~Bossier~~ended ~~City~~June 30, ~~Louisiana~~2004, ~~are currently under way along~~ compared with ~~engineering efforts to reverse~~ the ~~flow~~three ofmonths ~~the~~ended ~~pipeline~~June 30, ~~segment~~2003, ~~from~~primarily ~~Shreveport~~due to Elhigher ~~Dorado,~~interest ~~Arkansas.~~income ~~The~~earned ~~project~~on iscash ~~scheduled to be completed by the end of 2004~~investments.

We have begun a Phase II project to further expand our delivery capacity of liquefied petroleum gases (“LPGs”) to the Northeast by 8,000 to 10,000 barrels per day. In 2003, we increased the delivery capability between Todhunter, Ohio, and Coshocton, Ohio, by 8,000 to 10,000 barrels per day and increased storage and improved 17

14Six Months Ended June 30, 2004 Compared with Six Months Ended June 30, 2003

~~Table~~We reported net income of ~~Contents~~$24.1 million for the six months ended June 30, 2004, compared with net income of $29.3 million for the six months ended June 30, 2003. Net income decreased $5.2 million primarily due to an increase of $14.7 million in costs and expenses and a decrease of $0.6 million in equity earnings, partially offset by an increase of $9.1 million in operating revenues, a decrease of $0.6 million in interest expense – net and an increase of $0.4 million in other income – net. We discuss the factors influencing our operating performance below.

~~loading~~Revenues ~~capability~~from refined atproducts ~~Oneonta,~~transportation ~~New~~increased ~~York~~$5.2 ~~The~~million ~~Phase~~for IIthe ~~expansion~~six ~~includes~~months ended June 30, 2004, compared with the ~~construction~~six months ended June 30, 2003, due to an overall increase of ~~three~~3% ~~pump~~in ~~stations~~the ~~between~~refined ~~Coshocton~~products ~~and~~volumes ~~Greensburg~~delivered, ~~Pennsylvania,~~primarily due to increases in motor fuel and ~~two~~distillate ~~stations~~volumes ~~from~~transported ~~Greensburg~~as a toresult ~~Watkins~~of ~~Glen,~~a ~~New~~strong ~~York~~trucking market. ~~Additional~~These ~~work~~increases onwere ~~the~~primarily due to deliveries of products received into our pipeline ~~segment~~from ~~between~~Centennial ~~Greensburg~~at ~~and~~Creal ~~Philadelphia~~Springs, Illinois. Centennial has provided our system with ~~Pennsylvania,~~additional ~~will~~pipeline ~~increase~~capacity ~~delivery~~for ~~rates~~products tooriginating in the ~~Philadelphia~~U.S. Gulf Coast area. Prior to the construction of ~~Improvements~~Centennial, ~~will~~deliveries ~~also~~on beour ~~made~~pipeline atsystem were limited by our ~~Dubois~~pipeline capacity, ~~Pennsylvania~~and transportation services for our customers were allocated in accordance with a proration policy. With this incremental pipeline capacity, our previously constrained system has expanded deliveries in markets both south and ~~Eagle,~~north of Creal ~~Pennsylvania~~Springs. In February 2003, ~~terminals~~we entered into a lease agreement with Centennial that increased our flexibility to deliver refined products to our market areas. Volume ~~The~~increases ~~project~~were isdue ~~scheduled~~to ~~for~~increased ~~completion~~demand inand ~~October~~market share ~~2004~~for products supplied from the U.S. Gulf Coast into Midwest markets. The refined products average rate per barrel increased 6% from the prior year period primarily due to higher market-based tariff rates which went into effect in July 2003, partially offset by the impact of the Midwest origin point for barrels received from Centennial, which resulted in decreased short-haul barrels transported on our system.

~~Our~~Revenues ~~Business~~from LPGs transportation decreased $1.7 million for the six months ended June 30, 2004, compared with the six months ended June 30, 2003, primarily due to lower deliveries of propane in the upper Midwest and Northeast market areas attributable to warmer weather during the first three months of 2004. Additionally, in late February 2004, the Mont Belvieu propane price spiked, which resulted in our sourced propane being less competitive than propane from other source points. This decrease was partially offset by increased deliveries of isobutane to Chicago area refineries and increased short-haul propane deliveries to Gulf Coast petrochemical customers. The LPGs average rate per barrel decreased 10% from the prior year period primarily as a result of increased short-haul deliveries during the six months ended June 30, 2004.

TEOther ~~Products Pipeline Company, Limited Partnership, a Delaware limited~~operating ~~partnership,~~revenues ~~was~~increased ~~formed in March 1990~~$5.6 ~~TEPPCO~~million ~~Partners,~~for ~~L.P. (“Parent Partnership”) owns a 99.999% interest in us as~~ the ~~sole~~six ~~limited~~months ~~partner. TEPPCO~~ended GPJune 30, ~~Inc. (“TEPPCO GP” or “General Partner”)~~2004, compared awith ~~subsidiary of~~ the ~~Parent Partnership,~~six ~~holds~~months aended ~~0.001% General Partner interest in us. Texas Eastern Products Pipeline Company~~June 30, ~~LLC (the “Company”)~~2003, aprimarily ~~Delaware~~due ~~limited~~to ~~liability~~higher ~~company,~~propane ~~serves~~inventory asfees, ~~the~~higher ~~general~~refined ~~partner~~products oftender ~~our~~deduction ~~Parent Partnership. The Company is a wholly owned subsidiary of Duke Energy Field Services~~fees, ~~LLC (“DEFS”), a~~higher ~~joint~~margins ~~venture~~on ~~between~~product ~~Duke~~inventory ~~Energy~~sales ~~Corporation (“Duke Energy”)~~ and ~~ConocoPhillips.~~ ~~Duke~~higher ~~Energy~~propane ~~holds~~deliveries anat ~~interest of approximately 70% in DEFS, and ConocoPhillips holds the remaining interest of approximately 30%. TEPPCO GP, as general partner, performs all of~~ our ~~management and operating functions~~ ~~required in accordance with the Agreement of Limited Partnership of TE Products Pipeline Company~~Providence, ~~Limited~~Rhode ~~Partnership.~~Island Weimport ~~reimburse our General Partner and the Company for all reasonable direct and indirect expenses that they incur in managing us~~facility.

WeCosts ~~operate~~ and ~~report~~expenses increased in$14.7 ~~one~~million ~~business~~for ~~segment:~~the ~~transportation~~six ~~and~~months ~~storage of~~ended ~~refined~~June 30, ~~products~~2004, ~~LPGs~~compared with ~~and~~the ~~petrochemicals.~~six ~~Revenues~~months ~~are~~ended ~~earned~~June 30, ~~from~~2003. ~~transportation~~The ~~and~~increase ~~storage~~was made up of ~~refined~~an ~~products~~$11.4 ~~and~~million ~~LPGs,~~increase ~~intrastate~~in operating, ~~transportation~~general ofand ~~petrochemicals~~administrative expenses, ~~sales~~a of$3.7 ~~product~~million ~~inventory~~increase in depreciation and amortization expense and a $0.3 million increase in taxes – other than ~~ancillary~~income ~~services~~taxes, partially offset by a $0.7 ~~Our~~million ~~two~~decrease ~~largest~~in operating ~~expense~~fuel ~~items~~and power. Operating, ~~are~~general ~~labor~~ and ~~electric~~administrative ~~power~~expenses increased primarily due to an $8.0 Wemillion ~~generally~~increase ~~realize~~in pipeline ~~higher~~integrity ~~revenues~~management ~~during~~expenses associated with our integrity management program, a $1.7 million increase in rental expense from the ~~first~~Centennial ~~and~~pipeline ~~fourth~~capacity ~~quarters~~lease ofagreement ~~each~~that ~~year~~we ~~since~~entered ~~our~~into ~~operations~~in ~~are~~February 2003, ~~somewhat~~a ~~seasonal~~$2.1 ~~Refined~~million ~~products~~increase ~~volumes~~in ~~are~~consulting ~~generally~~and ~~higher~~contract ~~during~~services primarily related to compliance with the ~~second~~Sarbanes-Oxley Act of 2002 and ~~third~~acquisition related ~~quarters~~activities, ~~because~~and ofa ~~greater~~$0.4 ~~demand~~million ~~for~~increase ~~gasolines~~in ~~during~~environmental ~~the~~assessment ~~spring~~and remediation activities, partially offset by lower labor costs and ~~summer~~decreased ~~driving~~general ~~seasons.~~and ~~LPGs~~administrative ~~volumes~~supplies ~~are~~expense, ~~generally~~and ~~higher~~lower ~~from~~expenses ~~November~~in ~~through~~the ~~March~~2004 ~~due~~period associated with the write-off of receivables related to ~~higher~~customer bankruptcies ~~demand~~and other customer non-payments in 2003. Depreciation expense increased from the ~~Northeast~~prior ~~for~~year ~~propane~~period because of assets placed in service during 2003, apartially ~~major~~offset ~~fuel~~by ~~for~~an ~~residential~~increase in the ~~heating.~~estimated ~~Our~~remaining ~~results~~life ~~also~~of ~~include~~a section of our ~~equity~~pipeline ~~investments~~system in ~~Centennial~~the ~~Pipeline~~Northeast, ~~LLC~~as ~~(“Centennial”)~~a ~~and~~result ~~Mont~~of ~~Belvieu~~pipeline ~~Storage~~improvements ~~Partners,~~made Las part of our integrity management program.P. Taxes ~~(“MB~~– other than ~~Storage”)~~income ~~(see~~taxes ~~Note~~increased 5.as ~~Equity~~a ~~Investments)~~result of higher property balances. Operating

We are one of three operating subsidiaries of our Parent Partnership. Our Parent Partnership is managed by its general partner, the Company, which has approximately 1,000 employees dedicated to the operations and management of the operating subsidiaries. Our Parent Partnership allocates operating, general and administrative expenses to us for legal, insurance, financial, communication and other administrative services based upon the estimated level of effort devoted to our various operations. We believe that the method for allocating corporate operating, general and administrative expenses to us is reasonable. 18

~~Results~~fuel and power expense decreased primarily as a result of ~~Operations~~a more efficient use of our transportation assets, partially offset by increased mainline throughput.

~~The~~Net ~~following~~losses ~~table~~from equity ~~presents~~investments ~~volumes~~increased ~~delivered~~$0.6 inmillion ~~barrels~~for ~~and~~the ~~average~~six months ended ~~tariff~~June 30, ~~per~~2004, ~~barrel~~compared ~~for~~with the ~~three~~six months ended ~~March~~June 3130, ~~2004~~2003, ~~and~~as shown ~~2003~~below (in thousands):

	Three Months Ended
	Six Months Ended June 30,						Increase (Decrease)
	March 31,								Percentage
	2004			2003
									Increase
Centennial	$	(6,143	)	$	(5,005	)	$	(1,138	)
	2004				2003				(Decrease)
MB Storage	4,414			3,844			570
	(in thousands, except tariff
Other	(18		)	(34		)	16
	information)
Total equity losses	$	(1,747	)	$	(1,195	)	$	(552	)
Volumes Delivered
Refined products		32,522				30,232				8	%
LPGs		13,208				13,700				(4	%)
Total		45,730				43,932				4	%
Average Tariff per Barrel
Refined products	$	0.95			$	0.89				7	%
LPGs		2.18				2.25				(3	%)
Average system tariff per barrel	$	1.31			$	1.31				—

15Equity losses in Centennial increased primarily due to the acquisition of an additional 16.7% interest in Centennial on February 10, 2003, bringing our ownership interest to 50%, and higher operating expenses, partially offset by an increase in transportation volumes on Centennial. Equity earnings from our 50% ownership interest in MB Storage increased $0.6 million for the six months ended June 30, 2004, compared with the six months ended June 30, 2003. In April 2004, MB Storage acquired storage assets and contracts for $33.5 million, of which we contributed $16.5 million. The increase in equity earnings is due to increased storage revenue, shuttle revenue and rental revenue primarily from the acquired contracts and lower pipeline rehabilitation expenses on the MB Storage system, partially offset by increased amortization and depreciation expense on storage assets and contracts acquired.

~~Table~~Interest expense decreased $0.2 million for the six months ended June 30, 2004, compared with the six months ended June 30, 2003, primarily due to lower allocations of ~~Contents~~interest expense from the Parent Partnership, partially offset by higher debt balances. The Parent Partnership had lower interest expense primarily due to a higher percentage of variable interest rate debt during the three months ended June 30, 2004, that carried a lower rate of interest as compared to fixed interest rate debt. The higher percentage of variable interest rate debt resulted from the expiration of an interest rate swap in April 2004. Interest capitalized increased $0.4 million for the six months ended June 30, 2004, compared with the six months ended June 30, 2003, as a result of increased balances of construction work-in-progress.

WeOther ~~reported net~~ income of– net increased $170.2 4 million for the ~~three~~six months ended ~~March 31~~June 30, 2004, compared with ~~net income of $20.6 million for~~ the ~~three~~six months ended ~~March~~ June 3130, 2003., ~~Net income decreased $3.4 million~~ primarily due to anhigher ~~increase of $10.3 million in costs and expenses and an increase of $0.1 million in~~ interest ~~expense – net, partially offset by an increase of $6.7 million in~~ ~~operating revenues and an increase of $0.3 million in other~~ income –earned ~~net.~~on ~~We discuss~~cash ~~the factors influencing our operating performance below~~investments.

~~Revenues~~Financial ~~from~~Condition refined products transportation increased $4.1 million for the three months ended March 31, 2004, compared with the three months ended March 31, 2003, due to an overall increase of 8% in the refined products volumes delivered. This increase was primarily due to deliveries of products received into our pipeline from Centennial at Creal Springs, Illinois. Centennial has provided our system with additional pipeline capacity for products originating in the U.S. Gulf Coast area. Prior to the construction of Centennial, deliveries on our pipeline system were limited by our pipeline capacity, and transportation services for our customers were allocated in accordance with a proration policy. With this incremental pipeline capacity, our previously constrained system has expanded deliveries in markets both south and north of Creal Springs. In February 2003, we entered into a lease agreement with Centennial that increased our flexibility to deliver refined products to our market areas. Volume increases were due to increased demand and market share for products supplied from the U.S. Gulf Coast into Midwest markets. The refined products average rate per barrel increased 7% from the prior year period primarily due to higher market-based tariff rates which went into effect in July 2003, partially offset by the impact of the Midwest origin point for barrels received from Centennial, which resulted in an increase in short-haul barrels transported on our system. Liquidity

~~Revenues~~Cash ~~from~~flows ~~LPGs transportation decreased $2.0 million~~ for the ~~three~~ six months ended ~~March~~June 3130, 2004, ~~compared~~and ~~with the three months ended March 31,~~ 2003, ~~primarily due to lower deliveries of propane in the upper Midwest and~~were Northeast market areas attributable to warmer weather during the first quarter of 2004. Additionally, in late February 2004, the Mont Belvieu propane price spiked, which resulted in our sourced propane being less competitive than propane from other source points. This decrease was partially offset by increased deliveries of isobutane to Chicago area refineries. The LPGs average rate per barrel decreased 3% from the prior year period as afollows ~~result of a decreased percentage of long-haul deliveries during the three months ended March 31, 2004, partially offset by an increase~~ (in ~~LPG tariff rates, which went into effect in July 2003.~~ thousands):

Other operating revenues increased $4.6 million for the three months ended March 31, 2004, compared with the three months ended March 31, 2003, primarily due to higher propane inventory fees, higher propane deliveries at our Providence, Rhode Island, import facility and higher refined product loading fees. These increases were partially offset by lower margins on product inventory sales.

	Six Months Ended June 30,
	2004			2003

Cash provided by (used in):
Operating activities	$	68,273		$	62,741
Investing activities	(45,330		)	(46,053		)
Financing activities	(23,131		)	(12,448		)

Costs and expenses increased $10.3 million for the three months ended March 31, 2004, compared with the three months ended March 31, 2003. The increase was made up of an $8.6 million increase in operating, general and administrative expenses, a $1.6 million increase in depreciation and amortization expense and a $0.2 million increase in taxes – other than income taxes. These increases were partially offset by a $0.1 million decrease in operating fuel and power. Operating, general and administrative expenses increased primarily due to higher pipeline maintenance expenses due to pipeline rehabilitation expenses associated with our integrity management program, increased consulting and contract services primarily related to compliance with the Sarbanes-Oxley Act of 2002, increased labor costs primarily due to an increase in the number of employees between years, increased rental expense from the Centennial pipeline capacity lease agreement that we entered into in February 2003 and increased general and administrative supplies expense. Depreciation expense increased from the prior year period because of assets placed in service during 2003, partially offset by an increase in the estimated remaining life of a section of our pipeline system in the Northeast, as a result of pipeline improvements made as part of our integrity management program. Taxes – other than income taxes increased as a result of actual property taxes being slightly higher than previously estimated. Operating fuel and power expense decreased slightly as a result of a more efficient use of our transportation assets, partially offset by increased mainline throughput. 19

16Operating Activities

~~Table~~Net cash from operating activities for the six months ended June 30, 2004 and 2003, was comprised of ~~Contents~~the following (in thousands):

Net losses from equity investments remained virtually unchanged for the three months ended March 31, 2004, compared with the three months ended March 31, 2003, as shown below (in thousands):

	Six Months Ended June 30,
	2004		2003

Net income	$	24,113	$	29,340
Depreciation and amortization	17,636		13,937
Losses in equity investments	1,747		1,195
Distributions from equity investments	4,950		—
Non-cash portion of interest expense	15		16
Cash used in working capital and other	19,812		18,253
Net cash from operating activities	$	68,273	$	62,741

	Three Months Ended
	March 31,						Increase
	2004			2003			(Decrease)
Centennial	$	(3,856	)	$	(3,178	)	$	(678	)
MB Storage		2,629			1,945			684
Other		(11	)		(26	)		15
Total equity losses	$	(1,238	)	$	(1,259	)	$	21

Cash provided by operating activities increased $5.5 million for the six months ended June 30, 2004, compared with the six months ended June 30, 2003, primarily due to distributions received from MB Storage and the timing of payments for working capital components during the six months ended June 30, 2004.

~~Equity~~We ~~losses~~believe inthat ~~Centennial~~we will ~~increased~~continue ~~primarily~~to ~~due~~have adequate liquidity to ~~the~~fund ~~acquisition~~future ~~of an~~recurring ~~additional~~operating 16and investing activities.7% Our ~~interest~~primary incash requirements ~~Centennial~~consist onof ~~February 10~~normal operating expenses, ~~2003~~capital expenditures to sustain existing operations and revenue generating expenditures, ~~bringing~~interest payments on our Senior Notes and on borrowings under our Parent Partnership’s credit ~~ownership~~facilities ~~interest~~and distributions to ~~50%,~~our ~~and~~Parent ~~higher~~Partnership. Short-term ~~pipeline~~cash ~~cleaning~~requirements, such as operating expenses, ~~partially~~capital expenditures to sustain existing operations and ~~offset~~quarterly bydistributions anto ~~increase~~our inParent ~~transportation~~Partnership, ~~volumes~~are onexpected ~~Centennial.~~to ~~The~~be funded ~~losses~~through ~~from~~operating ~~Centennial~~cash flows. Long-term cash requirements for expansion projects are ~~partially~~expected ~~offset~~to be funded by ~~increased~~several ~~earnings~~sources, ofincluding ~~$0.7 million~~cash flows from operating activities, borrowings under our ~~50%~~Parent ~~ownership~~Partnership’s ~~interest~~credit facilities inand MBthe ~~Storage~~issuance by our Parent Partnership of additional equity and debt securities. The ~~Equity~~timing ~~earnings~~of inany MBdebt ~~Storage~~or ~~increased~~offerings ~~between~~by ~~periods~~our ~~due~~Parent toPartnership ~~increased~~will ~~storage~~depend ~~revenue~~on ~~and~~various ~~receipt revenue~~factors, including ~~lower~~prevailing ~~general~~market ~~and~~conditions, ~~administrative~~interest ~~expenses~~rates and ~~lower~~our ~~pipeline~~Parent ~~rehabilitation~~Partnership’s ~~expenses~~financial oncondition ~~the~~and MBcredit ~~Storage~~rating ~~system~~at the time.

~~Interest~~At ~~expense~~June 30, 2004, ~~increased~~and December 31, 2003, we had working capital deficits of $039.6 million and $12.3 million, ~~for~~respectively. Cash ~~the~~generated ~~three~~from ~~months~~operations ~~ended~~and ~~March~~from our Parent Partnership’s credit ~~31,~~facilities ~~2004,~~and ~~compared~~debt ~~with~~and equity offerings are our primary sources of liquidity. Working capital deficits can occur primarily due to the ~~three~~timing ~~months~~of ~~ended~~operating ~~March 31,~~cash ~~2003~~receipts from customers, payment asof acash ~~result~~distributions and the payment of normal operating expenses and ~~higher~~capital ~~outstanding~~expenditures. We ~~debt~~are ~~balances~~a ~~under~~wholly owned subsidiary of the ~~note~~Parent ~~payable~~Partnership. We ~~with~~expect that our Parent Partnership will make capital contributions, loans or otherwise provide liquidity to us as needed, but the Parent Partnership. ~~Interest~~has ~~capitalized~~no ~~increased~~contractual $0obligation to do so.~~2 million~~ We ~~for~~anticipate that the ~~three~~Parent ~~months~~Partnership will provide the ~~ended~~necessary ~~March~~liquidity to protect its investment in us. At June 3130, 2004, ~~compared~~our ~~with~~Parent ~~the~~Partnership ~~three~~had ~~months~~$290.0 ~~ended~~million in ~~March 31,~~available ~~2003~~borrowing capacity under its revolving credit facility to cover any working capital needs, asand aexpects that cash flows from operating ~~result~~activities, the sale of ~~increased~~additional ~~balances~~debt ofor ~~construction~~equity ~~work-in-progress.~~offerings will provide necessary liquidity to us.

~~Other income – net increased $0.3 million for the three months ended March~~Investing ~~31, 2004, compared with the three months ended March 31, 2003, primarily due to higher interest income earned on cash investments and other investing activities.~~ Activities

~~Financial~~Cash ~~Condition~~flows used in investing activities totaled $45.3 million for the six months ended June 30, 2004, and ~~Liquidity~~were comprised of $24.6 million of capital expenditures, $17.2 million of cash contributions for our ownership interest in MB Storage, $2.0 million for the acquisition of assets and $1.5 million of cash contributions for our ownership interest in Centennial. Cash flows used in investing activities totaled $46.1 million for the six months ended June 30, 2003, and were comprised of $25.1 million of capital expenditures, $20.0 million for our acquisition of the additional interest in Centennial on February 10, 2003, and $1.0 million of cash contributions for our ownership interest in Centennial.

~~Cash flows for the three months ended March 31, 2004 and 2003, were as follows (in thousands):~~ 20

	Three Months Ended
	March 31,
	2004			2003
Cash provided by (used in):
Operating activities	$	17,068		$	27,123
Investing activities		(8,820	)		(32,404	)
Financing activities		(8,393	)		5,063

Financing Activities

17Cash flows used in financing activities totaled $23.1 million for the six months ended June 30, 2004, and were comprised of $58.6 million of distributions paid to our Parent Partnership and $34.6 million of repayments on our term loan, partially offset by $70.1 million of proceeds for our term loan. Cash flows used in financing activities totaled $12.4 million for the six months ended June 30, 2003, and were comprised of $51.2 million of distributions paid to our Parent Partnership and $20.5 million of repayments on our term loan, partially offset by $57.4 million of proceeds for our term loan and $1.9 million in contributions from our Parent Partnership.

~~Table~~Centennial entered into credit facilities totaling $150.0 million and, as of ~~Contents~~June 30, 2004, $150.0 million was outstanding under those credit facilities. The proceeds were used to fund construction and conversion costs of Centennial’s pipeline system. We and Marathon Ashland Petroleum LLC have each guaranteed one half of Centennial’s debt, up to a maximum of $75.0 million each.

~~Operating Activities~~Parent Partnership Credit Facilities

~~Net~~We ~~cash~~currently utilize debt financing available from ~~operating~~our ~~activities~~Parent ~~for~~Partnership through intercompany notes. The terms of the ~~three~~intercompany ~~months~~notes ~~ended~~generally ~~March 31~~match the principal and interest payment dates under the Parent Partnership’s credit agreements. The interest rates charged by the Parent Partnership include the stated interest rate of the Parent Partnership, plus a premium to cover debt issuance costs. The interest rate is also decreased or ~~2004~~increased to cover gains and ~~2003~~losses, ~~were~~respectively, ~~comprised~~on ofany interest rate swaps that the ~~following~~Parent (Partnership may have in ~~thousands):~~place on its respective credit agreements. These credit facilities of the Parent Partnership are described below.

	Three Months Ended
	March 31,
	2004			2003
Net income	$	17,209		$	20,567
Depreciation and amortization		8,638			7,008
Losses in equity investments		1,238			1,259
Non-cash portion of interest expense		7			8
Cash used in working capital and other		(10,024	)		(1,719	)
Net cash from operating activities	$	17,068		$	27,123

On April 6, 2001, our Parent Partnership entered into a $500.0 million revolving credit facility including the issuance of letters of credit of up to $20.0 million (“Three Year Facility”). The interest rate was based, at our Parent Partnership’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. The credit agreement for the Three Year Facility contained certain restrictive financial covenant ratios. During the first quarter of 2003, our Parent Partnership repaid $182.0 million of the outstanding balance of the Three Year Facility with proceeds from the issuance of its 6.125% Senior Notes on January 30, 2003. On June 27, 2003, our Parent Partnership repaid the outstanding balance under the Three Year Facility with borrowings under a new credit facility and canceled the Three Year Facility.

~~Cash~~On ~~provided~~June 27, 2003, byour ~~operating~~Parent ~~activities~~Partnership ~~decreased~~entered ~~for~~into a $550.0 million revolving credit facility with a three year term, including the ~~quarter~~issuance ~~ended~~of letters of credit of ~~March 31~~up to $20.0 million (“Revolving Credit Facility”). The interest rate is based, ~~2004~~at our Parent Partnership’s option, on ~~compared~~either ~~with~~the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the ~~quarter~~time ~~ended~~of ~~March~~the borrowings. ~~31,~~ The ~~2003,~~credit ~~primarily~~agreement ~~due~~for the Revolving Credit Facility contains certain torestrictive ~~lower~~financial ~~net~~covenant ~~income~~ratios. Our ~~and~~Parent ~~changes~~Partnership inborrowed ~~working~~$263.0 ~~capital~~million ~~components~~under ~~resulting~~the ~~from~~Revolving Credit Facility and repaid the ~~timing~~outstanding balance of ~~cash~~the ~~receipts~~Three ~~and~~Year Facility. At ~~cash~~June 30, ~~disbursements~~2004, $260.0 million was outstanding under the Revolving Credit Facility.

WeOn January 30, ~~believe~~2003, ~~that~~our weParent ~~will~~Partnership ~~continue~~issued to$200.0 ~~have~~million ~~adequate~~principal amount ~~liquidity~~of to6.125% ~~fund~~Senior ~~future~~Notes due 2013. ~~recurring~~The ~~operating~~6.125% ~~and~~Senior ~~investing~~Notes ~~activities.~~were ~~Our~~issued ~~primary~~at ~~cash~~a ~~requirements consist~~discount of ~~normal~~$1.4 ~~operating~~million ~~expenses,~~and are ~~capital~~being ~~expenditures~~accreted to ~~sustain~~their ~~existing operations~~face ~~and~~value ~~revenue~~over ~~generating~~the ~~expenditures,~~term ~~interest~~of ~~payments~~the onnotes. The ~~our~~Parent ~~Senior~~Partnership used $182.0 million ~~Notes~~of ~~and~~the onproceeds ~~borrowings~~from ~~under~~the ~~our~~offering ~~Parent~~to ~~Partnership’s~~reduce ~~credit~~the ~~facilities~~outstanding ~~and~~principal on the ~~distributions~~Three toYear ~~our~~Facility ~~Parent~~to ~~Partnership~~$250.0 ~~Short-term~~million. The ~~cash~~balance ~~requirements,~~of ~~such~~the ~~as operating~~net ~~expenses,~~proceeds ~~capital~~received ~~expenditures~~was toused ~~sustain~~for ~~existing~~general ~~operations~~Parent Partnership ~~and~~purposes. The Senior Notes ~~quarterly~~may ~~distributions~~be toredeemed at any time at our Parent Partnership,’s ~~are~~option ~~expected~~with tothe ~~be funded~~payment ~~through~~of ~~operating~~accrued ~~cash~~interest ~~flows.~~and ~~Long~~a make-~~term~~whole ~~cash~~premium ~~requirements~~determined ~~for~~by ~~expansion~~discounting ~~projects~~remaining ~~are~~interest ~~expected~~and toprincipal bepayments ~~funded~~using bya ~~several~~discount ~~sources,~~rate ~~including~~equal ~~cash~~to ~~flows~~the ~~from~~rate ~~operating~~of ~~activities,~~the ~~borrowings~~United ~~under~~States ~~our~~Treasury ~~Parent~~securities ~~Partnership’s~~of ~~credit~~comparable remaining maturity ~~facilities~~plus ~~and~~35 ~~the~~basis ~~issuance~~points. The byindenture governing ~~our~~the ~~Parent~~6.125% ~~Partnership~~Senior ofNotes ~~additional~~contains ~~equity~~covenants, ~~and debt~~including, ~~securities.~~but ~~The~~not limited ~~timing~~to, ofcovenants ~~any~~limiting ~~debt~~the orcreation ~~offerings~~of byliens ~~our~~securing ~~Parent~~indebtedness ~~Partnership~~and ~~will~~sale ~~depend~~and onleaseback ~~various factors~~transactions. However, ~~including~~the ~~prevailing~~indenture ~~market~~does ~~conditions, interest~~not ~~rates~~limit ~~and~~the ~~our~~ Parent Partnership’s ~~financial condition and credit~~ability ~~rating~~to atincur ~~the~~additional ~~time~~indebtedness.

AtAs ~~March~~of June 3130, 2004 , and December 31, 2003, we had ~~working~~an ~~capital~~intercompany ~~deficits of~~note ~~$7.2 million~~payable ~~and~~to ~~$12.3 million, respectively. Cash generated from operations and from~~ our Parent Partnership’s ~~credit facilities and debt and equity offerings are our primary sources~~ of ~~liquidity~~$246.8 ~~Working~~million ~~capital deficits can occur primarily due to the timing of operating cash receipts from customers, payment of cash distributions~~ and ~~the payment of normal operating expenses and capital expenditures~~$211.3 ~~We are a wholly owned subsidiary of the Parent Partnership. We expect that our Parent Partnership will make capital contributions~~million, ~~loans or otherwise provide liquidity to us as needed~~respectively, ~~but the~~which ~~Parent~~represented ~~Partnership~~borrowings has no contractual obligation to do so. We anticipate that the Parent Partnership will provide the necessary liquidity to protect its investment in us. At March 31, 2004, our Parent Partnership had $323.5 million in available borrowing capacity under ~~its revolving credit facility to cover any working capital needs, and expects that cash flows from operating activities,~~ the ~~sale of additional debt or equity offerings will provide necessary liquidity to us.~~ Parent

~~Investing Activities~~ 21

~~Cash~~Partnership’s ~~flows~~Revolving Credit ~~used~~Facility, in7.625% ~~investing~~Senior ~~activities~~Notes ~~totaled~~and $86.~~8 million~~125% ~~for~~Senior ~~the~~Notes. ~~three~~The weighted ~~months~~average ~~ended~~interest ~~March 31,~~rate ~~2004,~~on ~~and~~the ~~were~~note ~~comprised~~payable ofto ~~$7.8 million~~the ofParent ~~capital~~Partnership at ~~expenditures~~June 30, ~~and~~2004, $1was 5.02%. At June ~~million~~30, of2004, ~~cash~~accrued ~~contributions for our ownership~~ interest in ~~Centennial~~includes $4.1 ~~Cash~~million ~~flows~~due ~~used~~to inthe ~~investing activities totaled $32.4 million~~Parent ~~for~~Partnership. For the ~~three~~six months ended ~~March~~ June 3130, ~~2003,~~2004 and ~~were~~2003, ~~comprised~~interest ofcosts ~~$11.4 million of~~incurred ~~capital~~on ~~expenditures,~~the ~~$20.0 million~~note ~~for~~payable ~~our~~to ~~acquisition of~~ the ~~additional~~ ~~interest~~Parent inPartnership ~~Centennial~~totaled on$6.1 ~~February 10,~~million ~~2003,~~ and $16.0 million, ~~of cash contributions for our ownership interest in Centennial~~respectively.

18Cash Distributions

~~Table~~During the six months ended June 30, 2004 and 2003, we paid cash distributions totaling $58.6 million and $51.2 million, respectively, to our Parent Partnership. On August 6, 2004, we will pay a cash distribution to our Parent Partnership of ~~Contents~~$29.7 million for the quarter ended June 30, 2004.

~~Financing Activities~~Future Capital Needs and Commitments

~~Cash~~We ~~flows~~estimate ~~used~~that capital inexpenditures, ~~financing~~excluding ~~activities~~acquisitions, ~~totaled~~for 2004 will be approximately $878.4 7 million ~~for~~(which ~~the~~includes ~~three months~~$2.0 ~~ended~~million ~~March 31,~~of ~~2004,~~capitalized ~~and~~interest). ~~were~~We ~~comprised~~expect to ofspend approximately $2854.9 4 million for revenue generating projects and facility improvements that will include the expansion of our pipelines ~~distributions~~extending ~~paid~~from Seymour to Indianapolis, Indiana, further expansions of our Northeast ~~Parent~~pipeline ~~Partnership~~system and ~~$15.0 million~~construction of ~~repayments~~a ~~on our~~new ~~term~~truck ~~loan~~loading terminal in Bossier City, ~~partially~~Louisiana. We ~~offset~~expect byto spend approximately $3522.5 3 million of ~~proceeds~~capital ~~from~~costs ~~our~~to ~~term~~sustain existing ~~loan.~~operations, ~~Cash~~including ~~flows~~life-cycle ~~provided~~replacements byfor ~~financing~~equipment ~~activities~~at ~~totaled~~various facilities ~~$5.1 million~~and ~~for~~pipeline ~~the three~~and ~~months~~tank ~~ended March~~replacements. ~~31,~~ We ~~2003,~~continually review and ~~were~~evaluate ~~comprised~~potential ofcapital ~~$35.4 million~~improvements ofand ~~proceeds~~expansions ~~from~~that ~~our~~would ~~term~~be ~~loan,~~complementary ~~partially~~to ~~offset~~our bypresent ~~$24~~system.~~8 million~~ These ofexpenditures ~~distributions~~can vary greatly ~~paid~~depending toon ~~our~~the ~~Parent~~magnitude ~~Partnership~~of ~~and~~our $5transactions.~~5 million~~ We ofmay ~~repayments~~finance oncapital expenditures through internally generated funds, debt, capital contributions from our ~~term~~Parent ~~loan.~~Partnership or any combination thereof.

~~Centennial~~Our ~~entered~~debt ~~into~~repayment obligations ~~credit~~consist ~~facilities~~of ~~totaling~~payments ~~$150.0 million~~for principal and, ~~as of~~interest ~~March 31,~~on ~~2004,~~(i) our $~~150~~246.0 8 million ~~was~~principal ~~outstanding~~amount ~~under~~due ~~those~~to ~~credit facilities.~~the ~~The~~Parent ~~proceeds~~Partnership ~~were~~related ~~used~~ to ~~fund~~our ~~construction~~share ~~and conversion costs~~ of the ~~Centennial~~Parent Partnership’s ~~pipeline~~Revolving ~~system~~Credit Facility due in June 2006, 7.625% WeSenior Notes due in February 2012 and ~~Marathon~~6.125% ~~Ashland~~Senior ~~Petroleum~~Notes ~~LLC~~due ~~have~~in ~~each~~February 2013, ~~guaranteed~~(ii) ~~one-half~~our of$210.0 ~~Centennial’s~~million ~~debt,~~7.51% upSenior toNotes adue ~~maximum~~January 15, 2028, ofand (iii) our $75180.0 million ~~each~~ 6.45% Senior Notes due January 15, 2008.

~~Parent~~We ~~Partnership~~are ~~Credit~~also contingently ~~Facilities~~liable as guarantor for the lesser of one half or $75.0 million principal amount (plus interest) of Centennial’s borrowings. In January 2003, we entered into a pipeline capacity lease agreement with Centennial for a period of five years that contains a minimum throughput requirement. During the year ended December 31, 2003, and for the six months ended June 30, 2004, we exceeded the minimum throughput requirements on the lease agreement. We are also contingently liable as guarantor for $500.0 million principal amount of 7.625% Senior Notes due 2012 issued in February 2002 and for $200.0 million principal amount of 6.125% Senior Notes due 2013 issued in January 2003 by our Parent Partnership.

WeDuring ~~currently~~the ~~utilize~~six months ~~debt~~ended ~~financing~~June 30, ~~available~~2004, ~~from~~we ~~our~~contributed ~~Parent~~$1.5 ~~Partnership through~~million ~~intercompany~~to ~~notes.~~Centennial ~~The~~to cover ~~terms~~operating ofneeds ~~the~~and ~~intercompany~~capital ~~notes~~expenditures. During ~~generally match~~ the ~~principal~~six ~~and~~months ~~interest~~ended ~~payment~~June 30, ~~dates~~2004, ~~under~~we ~~the Parent Partnership’s credit~~contributed ~~agreements~~$17.2 ~~The~~million ~~interest~~to ~~rates~~MB ~~charged~~Storage, byof ~~the~~which ~~Parent~~$16.5 ~~Partnership~~million ~~include~~was ~~the stated~~used ~~interest~~to ~~rate~~for its acquisition of ~~the~~storage ~~Parent~~assets ~~Partnership,~~in ~~plus~~April 2004. We amay ~~premium~~be required to ~~cover~~contribute ~~debt issuance~~cash ~~costs.~~to ~~The~~Centennial ~~interest~~during ~~rate~~the remainder isof ~~also~~2004 ~~decreased or increased~~ to cover ~~gains~~ ~~and~~capital ~~losses~~expenditures, ~~respectively,~~acquisitions onor ~~any interest rate swaps that the Parent~~other ~~Partnership~~operating ~~may~~needs ~~have~~and into ~~place~~MB onStorage ~~its~~to ~~respective~~cover ~~credit~~significant ~~agreements.~~capital ~~These~~expenditures or ~~credit~~additional ~~facilities of the Parent Partnership are described below~~acquisitions.

~~On April 6, 2001, our Parent Partnership entered into a $500.0 million~~Off-Balance ~~revolving~~Sheet credit facility including the issuance of letters of credit of up to $20.0 million (“Three Year Facility”). The interest rate was based, at our Parent Partnership’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. The credit agreement for the Three Year Facility contained certain restrictive financial covenant ratios. During the first quarter of 2003, our Parent Partnership repaid $182.0 million of the outstanding balance of the Three Year Facility with proceeds from the issuance of its 6.125% Senior Notes on January 30, 2003. On June 27, 2003, our Parent Partnership repaid the outstanding balance under the Three Year Facility with borrowings under a new credit facility and canceled the Three Year Facility. Arrangements

OnWe ~~June 27,~~do ~~2003,~~not ~~our~~rely ~~Parent Partnership entered into a $550.0 million~~on ~~revolving~~off-balance ~~credit~~sheet ~~facility~~borrowings ~~with~~to afund ~~three~~our ~~year term, including the issuance of letters of credit of up to $20~~acquisitions.~~0 million~~ ~~(“Revolving~~We ~~Credit~~have ~~Facility”).~~no ~~The~~off-balance ~~interest~~sheet ~~rate~~commitments isfor ~~based,~~indebtedness atother ~~our~~than ~~Parent~~the ~~Partnership’s~~limited ~~option,~~guaranty onof ~~either~~ the ~~lender’s~~Centennial ~~base rate plus a spread~~debt, ~~or LIBOR plus a spread in effect at~~ the ~~time of the borrowings. The credit agreement for the Revolving Credit Facility contains certain restrictive financial covenant ratios. Our~~ Parent Partnership ~~borrowed~~ ~~$263.0 million~~debt ~~under the Revolving Credit Facility~~ and ~~repaid~~leases ~~the outstanding~~covering ~~balance of the Three Year Facility. At March 31, 2004, $226.5~~assets ~~million~~utilized ~~was~~in ~~outstanding~~several ~~under~~areas ~~the~~of ~~Revolving~~our ~~Credit Facility~~operations.

On February 20, 2002, our Parent Partnership issued $500.0 million principal amount of 7.625% Senior Notes due 2012. The 7.625% Senior Notes were issued at a discount of $2.2 million and are being accreted to their face value over the term of the notes. The Senior Notes may be redeemed at any time at our Parent Partnership’s option with the payment of accrued interest and a make-whole premium determined by discounting remaining interest and principal payments using a discount rate equal to the rate of the United States Treasury securities of comparable remaining maturity plus 35 basis points. The indenture governing these 7.625% 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 our Parent Partnership’s ability to incur additional indebtedness. 22

OnContractual January 30, 2003, our Parent Partnership issued $200.0 million principal amount of 6.125% Senior Notes due 2013. The 6.125% Senior Notes were issued at a discount of $1.4 million and are being accreted to their face value over the term of the notes. The Parent Partnership used $182.0 million of the proceeds from the offering to reduce the outstanding principal on the Three Year Facility to $250.0 million. The balance of the net proceeds Obligations

19The following table summarizes our debt repayment obligations and material contractual commitments as of June 30, 2004 (in millions):

	Amount of Commitment Expiration Per Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years

Note payable, Parent Partnership	$	246.8	$	—	$	246.8	$	—	$	—
6.45% Senior Notes due 2008 (1)	180.0		—		—		180.0		—
7.51% Senior Notes due 2028 (1)	210.0		—		—		—		210.0
Debt subtotal	636.8		—		246.8		180.0		210.0

Operating leases	49.8		11.6		20.1		8.5		9.6

Total	$	686.6	$	11.6	$	266.9	$	188.5	$	219.6

~~received~~(1) We ~~was~~entered ~~used~~into ~~for~~an ~~general~~interest ~~Parent~~rate ~~Partnership~~swap ~~purposes.~~agreement ~~The~~to ~~Senior Notes~~hedge ~~may be redeemed at any time at~~ our ~~Parent~~exposure ~~Partnership’s~~to changes ~~option~~in ~~with~~ the ~~payment~~ offair ~~accrued~~value ~~interest~~of ~~and~~our a7.51% ~~make-whole~~Senior ~~premium~~Notes ~~determined~~due by2028. At ~~discounting remaining~~June 30, ~~interest~~2004, ~~and~~the ~~principal~~7.51% ~~payments~~Senior ~~using~~Notes ainclude ~~discount~~an adjustment ~~rate equal~~ to decrease the ~~rate~~ fair value of the ~~United~~debt ~~States~~by ~~Treasury~~$2.9 ~~securities~~million ofrelated ~~comparable remaining maturity~~to ~~plus~~this 35interest ~~basis~~rate ~~points~~swap agreement. At ~~The~~June 30, ~~indenture~~2004, ~~governing~~our ~~the~~ 6.~~125~~45% Senior Notes ~~contains~~include $3.0 ~~covenants,~~million ~~including, but not limited to, covenants limiting the creation~~ of ~~liens~~ ~~securing~~unamortized ~~indebtedness~~debt ~~and sale and leaseback transactions~~discount. ~~However, the~~ ~~indenture~~The ~~does~~fair ~~not~~value ~~limit~~adjustment ~~the~~and ~~Parent~~unamortized ~~Partnership’s~~debt ~~ability~~discount toare ~~incur additional~~excluded ~~indebtedness~~from this table.

AsWe ofexpect ~~March 31,~~to ~~2004,~~repay ~~and~~the ~~December 31~~long-term, ~~2003,~~senior weunsecured ~~had~~obligations anand ~~intercompany~~ note payable to our Parent Partnership ofthrough ~~$231.8 million and $211.3 million, respectively, which represented borrowings under~~ the ~~Parent~~issuance ~~Partnership’s Revolving~~of ~~Credit~~additional ~~Facility, 7.625% Senior Notes and 6.125% Senior Notes. The~~long-term ~~weighted~~senior ~~average~~unsecured ~~interest~~debt ~~rate~~at on the ~~note~~time ~~payable to~~ the ~~Parent~~2008 ~~Partnership~~and ~~at March 31,~~2028 ~~2004,~~debts ~~was 5.2%. At March 31~~mature, ~~2004,~~with ~~accrued interest includes $2.0~~proceeds ~~million~~from ~~due to~~ the ~~Parent~~dispositions ~~Partnership.~~of ~~For~~assets, ~~the~~cash ~~three~~flows ~~months~~from ~~ended March 31~~operations, ~~2004~~ ~~and~~contributions ~~2003,~~from our ~~interest~~Parent ~~costs~~Partnership ~~incurred~~or onany ~~the~~combination ~~note~~of ~~payable to~~ the ~~Parent Partnership~~above ~~totaled $2~~items.~~9 million and $2.7 million, respectively.~~

~~Senior~~Sources ~~Notes~~ of Future Capital

OnWe ~~January 27,~~expect ~~1998,~~that ~~we completed the issuance of $180.0 million principal~~our ~~amount~~cash offlow ~~6.45%~~from ~~Senior~~operating ~~Notes~~activities ~~due~~will ~~2008,~~be ~~and~~adequate ~~$210.0 million~~to ~~principal~~fund ~~amount~~cash ofdistributions ~~7.51%~~and ~~Senior~~capital ~~Notes~~additions ~~due~~necessary ~~2028~~to ~~(collectively~~sustain ~~the~~existing ~~“Senior Notes”)~~operations. However, ~~The~~expansionary ~~6.45% Senior~~capital ~~Notes~~projects ~~were issued at a discount of $0.3 million~~ and ~~are being accreted~~ toacquisitions ~~their~~may ~~face~~require ~~value~~additional ~~over~~capital ~~the~~contributions ~~term~~from ofour ~~the notes~~Parent Partnership. The ~~6.45%~~Parent ~~Senior~~Partnership ~~Notes due~~has ~~2008~~funded ~~are~~its ~~not~~capital ~~subject~~commitments tofrom ~~redemption~~operating ~~prior~~cash ~~to January 15~~flow, ~~2008.~~borrowings ~~The~~under ~~7.51% Senior~~bank ~~Notes~~credit ~~due 2028~~facilities, ~~issued~~the atissuance ~~par,~~of ~~may~~long beterm ~~redeemed~~debt atin ~~any~~capital ~~time~~markets ~~after~~and ~~January 15,~~the ~~2008,~~public atoffering ~~our~~of ~~option~~Limited inPartner ~~whole~~Units. We orexpect infuture ~~part,~~capital atneeds awill ~~premium~~be similarly funded.

~~The~~Our ~~Senior~~Parent Partnership ~~Notes~~has dofiled ~~not~~with ~~have sinking fund requirements. Interest on~~ the ~~Senior~~ ~~Notes~~Securities isand ~~payable~~Exchange ~~semiannually~~Commission ina ~~arrears on January 15 and July 15 of~~universal ~~each~~shelf ~~year.~~registration ~~The~~statement ~~Senior~~that, ~~Notes~~subject ~~are~~to ~~unsecured~~effectiveness, ~~obligations~~agreement ~~and rank~~ on ~~a parity~~terms ~~with~~at ~~all~~the time of ~~our~~use ~~other unsecured~~ and ~~unsubordinated~~appropriate ~~indebtedness.~~supplementation, ~~The~~allows ~~indenture governing~~it ~~the~~to ~~Senior~~issue, ~~Notes~~in ~~contains~~one or ~~covenants,~~more ~~including~~offerings, ~~but~~up ~~not limited~~ to~~, covenants~~ ~~limiting~~an ~~the~~aggregate ~~creation~~ of ~~liens~~$2.0 ~~securing~~billion ~~indebtedness~~of ~~and~~equity ~~sale and~~securities, ~~leaseback~~debt ~~transactions.~~securities ~~However,~~or ~~the~~a ~~indenture~~combination ~~does not limit our ability to~~thereof. ~~incur~~At ~~additional indebtedness. As of March~~June 3130, 2004, weour ~~were~~Parent inPartnership ~~compliance with~~has ~~the~~$2.0 ~~covenants~~billion ofremaining under ~~the~~this ~~Senior~~shelf ~~Notes~~registration.

WeOur ~~have~~Parent ~~entered~~Partnership’s senior ~~into~~unsecured andebt ~~interest~~is ~~rate~~rated ~~swap~~BBB ~~agreement~~by toStandard ~~hedge~~and ~~our~~Poors ~~exposure~~(“S&P”) and Baa3 toby ~~changes~~Moody’s inInvestors ~~the~~Service ~~fair~~(“Moody’s”). Our ~~value~~senior onunsecured adebt ~~portion~~is ofalso ~~the~~rated ~~Senior~~BBB ~~Notes,~~by asS&P ~~more~~and ~~fully~~Baa3 by ~~described~~Moody’s. Both inratings ~~Item 3~~are stable. A ~~Quantitative~~rating ~~and~~reflects ~~Qualitative~~only ~~Disclosures~~the ~~About~~view ~~Market~~of a rating ~~Risk~~agency and is not a recommendation to buy, sell or hold any indebtedness. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it determines that the circumstances warrant such a change.

~~Cash~~Other ~~Distributions~~ Considerations

~~During~~Our ~~the~~operations ~~three~~are subject ~~months~~to ~~ended March 31~~federal, ~~2004~~state and ~~2003,~~local welaws ~~paid~~and ~~cash distributions~~regulations togoverning ~~our~~the discharge ~~Parent~~of ~~Partnership~~materials ~~totaling~~into ~~$28.9 million~~the ~~and $24~~environment.~~8 million,~~ ~~respectively.~~Failure Onto ~~May 7,~~comply ~~2004,~~with wethese ~~will pay a cash distribution to our~~laws ~~Parent~~and ~~Partnership~~regulations ofmay ~~$29.7 million~~result ~~for~~in the ~~quarter~~assessment ~~ended March 31, 2004.~~ of

~~Future Capital Needs and Commitments~~ 23

Weadministrative, ~~estimate~~civil ~~that~~and ~~capital~~criminal ~~expenditures~~penalties, ~~excluding~~imposition ~~acquisitions,~~of ~~for 2004~~injunctions ~~will~~delaying beor ~~approximately~~prohibiting ~~$70.2 million~~certain ~~(which~~activities ~~includes~~and ~~$2.0 million~~the ofneed ~~capitalized interest). We expect~~ to ~~spend~~perform investigatory ~~approximately~~and ~~$45~~remedial activities.9 ~~million for revenue~~ ~~generating~~Although ~~projects~~we ~~and~~believe ~~facility~~our ~~improvements~~operations ~~that~~are ~~will~~in ~~include~~material ~~the~~compliance ~~expansion~~with ofapplicable ~~our~~environmental ~~pipelines~~laws ~~extending~~and ~~from~~regulations, ~~Seymour~~risks toof ~~Indianapolis,~~significant ~~Indiana,~~costs ~~further~~and ~~expansions~~liabilities ofare ~~our~~inherent ~~Northeast~~in pipeline ~~system~~operations, and ~~construction~~we ofcannot aassure ~~new~~you ~~truck~~that ~~loading~~significant ~~terminal~~costs inand ~~Bossier~~liabilities ~~City,~~will ~~Louisiana.~~not Webe ~~expect~~incurred. toMoreover, ~~spend~~it ~~approximately~~is ~~$22.3 million~~possible ofthat ~~capital~~other ~~costs~~developments, tosuch ~~sustain~~as ~~existing~~increasingly ~~operations,~~strict ~~including~~environmental ~~life-cycle~~laws ~~replacements~~and ~~for~~regulations ~~equipment~~and atenforcement ~~various~~policies ~~facilities~~thereunder, and ~~pipeline~~claims ~~and~~for ~~tank~~damages ~~replacements.~~to Weproperty ~~continually~~or ~~review~~persons ~~and~~resulting ~~evaluate~~from ~~potential~~our ~~capital improvements~~operations, ~~and~~could ~~expansions~~result ~~that~~in substantial ~~would~~costs beand ~~complementary~~liabilities to ~~our present system~~us. ~~These~~We ~~expenditures~~believe ~~can~~that ~~vary~~changes ~~greatly~~in ~~depending~~environmental onlaws ~~the~~and ~~magnitude~~regulations ofwill ~~our~~not ~~transactions.~~have Wea ~~may~~material ~~finance~~adverse ~~capital~~effect ~~expenditures~~on ~~through~~our ~~internally~~financial ~~generated funds~~position, ~~debt,~~results ~~capital~~of ~~contributions~~operations or ~~from~~cash ~~our~~flows ~~Parent~~in ~~Partnership~~the ornear ~~any combination thereof~~term.

20In 1994, the Louisiana Department of Environmental Quality (“LDEQ”) issued a compliance order for environmental contamination at our Arcadia, Louisiana, facility. In 1999, our Arcadia facility and adjacent terminals were directed by the Remediation Services Division of the LDEQ to pursue remediation of this contamination. At June 30, 2004, we have an accrued liability of $0.3 million for remediation costs at our Arcadia facility. Effective in March 2004, we executed an access agreement with an adjacent industrial landowner who is located upgradient of the Arcadia facility. This agreement enables the landowner to proceed with remediation activities at our Arcadia facility for which it has accepted shared responsibility. We do not expect that the completion of the remediation program proposed to the LDEQ will have a future material adverse effect on our financial position, results of operations or cash flows.

~~Table~~On March 17, 2003, we experienced a release of ~~Contents~~511 barrels of jet fuel from a storage tank at our Blue Island terminal located in Cook County, Illinois. As a result of the release, we have entered into an Agreed Order with the State of Illinois. We are complying with the Agreed Order and are in the process of negotiating a final settlement with the State of Illinois. We do not expect that compliance with the Agreed Order or the settlement will have a future material adverse effect on our financial position, results of operations or cash flows.

~~Our~~At ~~debt~~June 30, 2004, ~~repayment~~we ~~obligations~~have ~~consist~~an ofaccrued ~~payments~~liability ~~for~~of ~~principal and interest on (i) our~~ $~~231~~2.8 0 million ~~principal~~related ~~amount due~~ to ~~the~~various ~~Parent~~sites ~~Partnership~~requiring ~~related~~environmental toremediation ~~our~~activities. We ~~share~~do ofnot expect that the ~~Parent~~completion ~~Partnership’s~~of ~~Revolving~~remediation ~~Credit~~programs ~~Facility~~associated ~~due~~with inthese ~~June 2006,~~activities ~~7.625%~~will ~~Senior~~have ~~Notes~~a ~~due~~future inmaterial ~~February 2012~~adverse ~~and~~effect ~~6.125%~~on ~~Senior Notes due in February 2013, (ii)~~ our ~~$210.0 million~~financial ~~7.51% Senior Notes due January 15~~position, ~~2028,~~results ~~and~~of ~~(iii)~~operations ~~our~~or ~~$180.0 million~~cash 6flows.~~45% Senior Notes due January 15, 2008.~~

We ~~are~~regularly review ~~also~~our ~~contingently~~long-lived ~~liable~~assets asfor ~~guarantor~~impairment ~~for~~in ~~the~~accordance ~~lesser~~with ofSFAS ~~one-half~~No. or144, Accounting ~~$75.0 million~~for ~~principal~~the ~~amount~~Impairment ~~(plus~~or ~~interest)~~Disposal of ~~Centennial’s~~Long-Lived ~~borrowings~~Assets. At ~~In January~~June ~~2003~~30, 2004, we ~~entered~~have ~~into~~identified certain aassets ~~pipeline~~that ~~capacity~~we ~~lease~~are ~~agreement~~assessing ~~with Centennial~~ for arecoverability ~~period~~resulting offrom ~~five~~recent operational ~~years~~changes. We ~~that~~are ~~contains~~continuing to amonitor ~~minimum~~these ~~throughput requirement.~~circumstances ~~During~~surrounding the ~~year~~assets; ~~ended December 31~~however, ~~2003,~~ we ~~exceeded~~do ~~the minimum~~not ~~throughput~~believe ~~requirements~~that on the ~~lease~~resolution ~~agreements.~~of Wethe ~~are~~matter ~~also~~will ~~contingently liable~~have asa ~~guarantor~~material ~~for~~effect ~~$500.0 million~~on ~~principal amount of 7.625% Senior Notes~~our ~~due~~financial ~~2012~~condition, ~~issued~~results ~~in February 2002 and for $200.0 million principal amount~~ of ~~6.125%~~ ~~Senior~~operations ~~Notes~~or ~~due~~cash ~~2013 issued in January 2003 by our Parent Partnership~~flows.

~~During the three months ended March 31, 2004, we contributed $1.0 million~~Recent toAccounting Centennial to cover operating needs and capital expenditures. On April 1, 2004, we contributed $16.5 million to MB Storage for its acquisition of storage assets. During the remainder of 2004, we may be required to contribute cash to both Centennial and MB Storage to cover capital expenditures, acquisitions or other operating needs. Pronouncements

~~Off-Balance~~See ~~Sheet~~discussion ~~Arrangements~~of new accounting pronouncements in Note 1. Organization and Basis of Presentation - New Accounting Pronouncements in the accompanying consolidated financial statements.

~~We do not rely on off~~Forward-~~balance sheet borrowings to fund our acquisitions.~~Looking We have no off-balance sheet commitments for indebtedness other than the limited guaranty of the Centennial debt, the Parent Partnership debt and leases covering assets utilized in several areas of our operations. Statements

~~Contractual~~The ~~Obligations~~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 we expect or anticipate 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 our 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 us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including general economic, market or business

~~The following table summarizes our debt repayment obligations and material contractual commitments as of March 31, 2004 (in millions):~~ 24

	Amount of Commitment Expiration Per Period
			Less than						More than
	Total		1 Year		1-3 Years		3-5 Years		5 Years
Note payable, Parent Partnership	$	231.8	$	—	$	231.8	$	—	$	—
6.45% Senior Notes due 2008 (1)		180.0		—		—		180.0		—
7.51% Senior Notes due 2028 (1)		210.0		—		—		—		210.0
Debt subtotal		621.8		—		231.8		180.0		210.0
Operating leases		55.5		11.5		22.4		11.4		10.2
Total	$	677.3	$	11.5	$	254.2	$	191.4	$	220.2

conditions, the opportunities (or lack thereof) that may be presented to and pursued by us, competitive actions by other pipeline companies, changes in laws or regulations, and other factors, many of which are beyond our control. Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements and we cannot assure you that actual results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences to or effect on us or our business or operations. For additional discussion of such risks and uncertainties, see our Annual Report on Form 10-K for the year ended December 31, 2003, and other filings we have made with the Securities and Exchange Commission.

~~(1)~~Item ~~We entered into an interest rate swap agreement to hedge our exposure to changes in the fair value of our 7~~3.~~51%~~ ~~Senior~~Quantitative Notes due 2028. At March 31, 2004, the 7.51% Senior Notes include an adjustment to increase the fair value of the debt by $8.9 million related to this interest rate swap agreement. At March 31, 2004, our 6.45% Senior Notes include $0.1 million of unamortized debt discount. The fair value adjustment and ~~unamortized~~Qualitative Disclosures ~~debt~~About ~~discount~~Market ~~are excluded from this table.~~Risk

We ~~expect~~may tobe ~~repay the long-term, senior unsecured obligations and note~~exposed ~~payable~~ to ~~our~~market ~~Parent~~risk ~~Partnership~~ through ~~the~~changes ~~issuance~~in ofcommodity ~~additional~~prices ~~long-term senior~~and ~~unsecured~~interest ~~debt~~rates. We atdo ~~the~~not ~~time~~have ~~the~~foreign ~~2008~~exchange ~~and~~risks. Our ~~2028~~Risk ~~debts~~Management ~~mature,~~Committee ~~with proceeds~~has ~~from~~established ~~the~~policies ~~dispositions~~to ofmonitor ~~assets,~~and ~~cash~~control ~~flows~~these ~~from~~market ~~operations,~~risks. ~~contributions~~The ~~from~~Risk ~~our~~Management ~~Parent~~Committee ~~Partnership~~is orcomprised, ~~any~~in ~~combination~~part, of ~~the~~senior ~~above~~executives ~~items.~~of the Company.

21We have utilized and expect to continue to utilize interest rate swap agreements to hedge a portion of our fair value risks. Interest rate swap agreements are used to manage the fixed interest rate mix of our debt portfolio and overall cost of borrowing. The interest rate swap related to our fair value risk is intended to reduce our exposure to changes in the fair value of our fixed rate Senior Notes. The interest rate swap agreement involves the periodic exchange of payments without the exchange of the notional amount upon which the payments are based. The related amount payable to or receivable from counterparties is included as an adjustment to accrued interest.

~~Table~~At June 30, 2004, we had outstanding $180.0 million principal amount of ~~Contents~~6.45% Senior Notes due 2008 and $210.0 million principal amount of 7.51% Senior Notes due 2028. At June 30, 2004, the estimated fair values of the 6.45% Senior Notes and 7.51% Senior Notes were approximately $185.5 million and $211.7 million, respectively.

~~Sources~~On October 4, 2001, we entered into an interest rate swap agreement to hedge our exposure to changes in the fair value of ~~Future~~our ~~Capital~~fixed rate 7.51% Senior Notes due 2028. We designated this swap agreement as a fair value hedge. The swap agreement has a notional amount of $210.0 million and matures in January 2028 to match the principal and maturity of our 7.51% Senior Notes. Under the swap agreement, we pay a floating rate of interest based on a three-month U.S. Dollar LIBOR rate, plus a spread, and receive a fixed rate of interest of 7.51%. During the six months ended June 30, 2004 and 2003, we recognized reductions in interest expense of $5.1 million and $4.9 million, respectively, related to the difference between the fixed rate and the floating rate of interest on the interest rate swap. During the quarter ended June 30, 2004, we measured the hedge effectiveness of this interest rate swap and noted that no gain or loss from ineffectiveness was required to be recognized. The fair value of this interest rate swap was a loss of approximately $2.9 million at June 30, 2004, and a gain of approximately $2.3 million at December 31, 2003. Utilizing the balance of the 7.51% Senior Notes outstanding at June 30, 2004, and including the effects of hedging activities, assuming market interest rates increase 100 basis points, the potential annual increase in interest expense is $2.1 million.

WeAs ~~expect~~of ~~that~~June 30, ~~our~~2004, and ~~cash~~December 31, ~~flow~~2003, ~~from~~we ~~operating~~had ~~activities~~an ~~will~~intercompany benote ~~adequate~~payable to ~~fund~~ ~~cash~~our ~~distributions~~Parent Partnership ~~and~~of ~~capital~~$246.8 ~~additions~~million ~~necessary~~and to$211.3 ~~sustain~~million, ~~existing~~respectively, which ~~operations.~~represented ~~However,~~borrowings ~~expansionary~~under ~~capital~~the ~~projects~~Parent ~~and~~Partnership’s ~~acquisitions~~Revolving ~~may~~Credit ~~require~~Facility, ~~additional~~7.625% ~~capital~~Senior ~~contributions~~Notes ~~from~~and ~~our~~6.125% ~~Parent~~Senior ~~Partnership~~Notes. The weighted average ~~Parent~~interest ~~Partnership~~rate ~~has~~on ~~funded~~the ~~its~~note ~~capital~~payable ~~commitments~~to ~~from~~the ~~operating~~Parent ~~cash~~Partnership ~~flow~~at June 30, ~~borrowings~~2004, ~~under~~was ~~bank~~5.2%. At ~~credit~~June 30, ~~facilities~~2004, accrued interest includes $4.1 million due to the ~~issuance~~Parent ofPartnership. For ~~long~~the ~~term~~six ~~debt~~months ~~in capital~~ended ~~markets~~June 30, 2004 and ~~the~~2003, ~~public~~interest ~~offering~~costs ofincurred ~~Limited~~on ~~Partner~~the ~~Units.~~note Wepayable ~~expect~~to the Parent Partnership ~~future~~totaled ~~capital~~$6.1 ~~needs~~million ~~will~~and be$6.0 ~~similarly~~million, ~~funded~~respectively.

~~Our Parent Partnership’s senior unsecured debt is rated BBB by Standard~~Item ~~and Poors (“S&P”) and Baa3 by Moody’s Investors Service (“Moody’s”)~~4. Controls ~~Our senior unsecured debt is also rated BBB by S&P~~ and Baa3 by Moody’s. Both ratings are stable. A rating reflects only the view of a rating agency and is not a recommendation to buy, sell or hold any indebtedness. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it determines that the circumstances warrant such a change. Procedures

~~Other~~The ~~Considerations~~principal executive officer and principal financial officer of the Company, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2004, have concluded that, as of such date, our disclosure controls and procedures are adequate and

Ineffective 1994, the Louisiana Department of Environmental Quality (“LDEQ”) issued a compliance order for environmental contamination at our Arcadia, Louisiana, facility. In 1999, our Arcadia facility and adjacent terminals were directed by the Remediation Services Division of the LDEQ to ~~pursue~~ensure ~~remediation~~that ofmaterial ~~this contamination.~~information ~~Effective~~relating ~~in March 2004, we executed an access agreement with an adjacent industrial landowner who is located upgradient of the Arcadia facility. This agreement enables the landowner~~ to ~~proceed~~us ~~with~~and ~~remediation activities at~~ our ~~Arcadia facility for which they have accepted shared~~ ~~responsibility.~~consolidated Atsubsidiaries ~~March 31,~~would ~~2004,~~be wemade ~~have~~known ~~an accrued liability of $0.3 million for remediation costs at our Arcadia facility. We do not expect that the completion of the remediation program proposed~~ to ~~the~~them ~~LDEQ~~by ~~will~~others ~~have~~within athose ~~future material adverse effect on our financial position, results of operations or cash flows~~entities.

OnDuring ~~March 17,~~the ~~2003,~~second quarter ~~we experienced a release~~ of ~~511~~2004, ~~barrels~~there ofhave ~~jet~~been ~~fuel from~~no achanges ~~storage~~in ~~tank at~~ our ~~Blue~~internal ~~Island~~control ~~terminal located in Cook County,~~over ~~Illinois.~~financial Asreporting athat ~~result of the release, we~~ have ~~entered~~materially ~~into an Agreed Order with the State of Illinois. The Agreed Order requires us~~affected, inor ~~part,~~are toreasonably ~~complete a~~likely ~~site investigation plan~~ to ~~delineate the scope of any potential contamination~~ ~~resulting~~materially ~~from~~affect, ~~the~~those ~~release~~internal ~~and~~controls tosubsequent ~~remediate any contamination present above regulatory standards. This site investigation plan has been completed and submitted~~ to the ~~State~~date of ~~Illinois. The Agreed Order does not contain any provision for any fines or penalties; however, it does not preclude~~ the ~~State~~ ~~of Illinois from assessing these at a later date~~evaluation. As ~~We do not expect that the completion of the Agreed Order will have~~ a ~~future~~result, ~~material~~no ~~adverse effect on~~corrective ~~our~~actions ~~financial~~were ~~position,~~required ~~results of operations~~ or ~~cash flows~~undertaken.

WePART ~~regularly review our long-lived assets for impairment in accordance with SFAS No~~II. ~~144,~~ OTHER Accounting for the Impairment or Disposal of Long-Lived Assets. At March 31, 2004, we have identified certain assets that we are monitoring for possible impairment. We are unable to reasonably estimate the probabilities associated with the performance of an impairment test. We are continuing to monitor the circumstances surrounding the assets and will test the assets for impairment as more information becomes available. We do not believe that the resolution of the matter will have a material effect on our financial condition, results of operations or cash flows. INFORMATION

22Item 1. Legal Proceedings

~~Table~~We have been, in the ordinary course of ~~Contents~~business, a defendant in various lawsuits and a party to various other legal proceedings, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a material adverse effect on our consolidated financial position, results of operations or cash flows. See discussion of legal proceedings in Note 9. Commitments and Contingencies in the accompanying consolidated financial statements.

~~Recent~~Item ~~Accounting~~6. Exhibits ~~Pronouncements~~and Reports on Form 8-K.

~~See discussion of new accounting pronouncements in Note 1. Organization and Basis of Presentation — New Accounting Pronouncements in the accompanying consolidated financial statements.~~ (a) Exhibits:

Forward-Looking Statements

Exhibit Number		Description

3.1		Second Amended and Restated Agreement of Limited Partnership of TE Products Pipeline Company, Limited Partnership, effective September 21, 2001 (Filed as Exhibit 3.8 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001, and incorporated herein by reference).
4.1		Form of Indenture between TE Products Pipeline Company, Limited Partnership and The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to TE Products Pipeline Company, Limited Partnership’s Registration Statement on Form S-3 (Commission File No. 333-38473) and incorporated herein by reference).
4.2		Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and incorporated herein by reference).
4.3		First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403) dated as of February 20, 2002 and incorporated herein by reference).
4.4		Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary Guarantor, and Wachovia Bank, National Association, formerly known as First Union National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2002 and incorporated herein by reference).

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 we expect or anticipate 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 our 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 us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our 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 us, competitive actions by other pipeline companies, changes in laws or regulations, and other factors, many of which are beyond our control. Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements and we cannot assure you that actual results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences to or effect on us or our business or operations. For additional discussion of such risks and uncertainties, see our Annual Report on Form 10-K for the year ended December 31, 2003, and other filings we have made with the Securities and Exchange Commission. 26

Item 3. Quantitative and Qualitative Disclosures About Market Risk

4.5		Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January 30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.1+		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).
10.2+		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).
10.3+		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).
10.4+		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).
10.5+		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).
10.6+		Texas Eastern Products Pipeline Company Non-employee Directors Unit Accumulation Plan, effective April 1, 1999 (Filed as Exhibit 10.30 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.7+		Texas Eastern Products Pipeline Company Non-employee Directors Deferred Compensation Plan, effective November 1, 1999 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.8+		Texas Eastern Products Pipeline Company Phantom Unit Retention Plan, effective August 25, 1999 (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.9+		Form of Employment Agreement between the Company and Thomas R. Harper, Charles H. Leonard, James C. Ruth, John N. Goodpasture, Leonard W. Mallett, Stephen W. Russell, David E. Owen, and Barbara A. Carroll (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).
10.10+		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).
10.11		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).
10.12		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).

We may be exposed to market risk through changes in commodity prices and interest rates. We do not have foreign exchange risks. Our Risk Management Committee has established policies to monitor and control these market risks. The Risk Management Committee is comprised, in part, of senior executives of the Company. 27

We have utilized and expect to continue to utilize interest rate swap agreements to hedge a portion of our fair value risks. Interest rate swap agreements are used to manage the fixed interest rate mix of our debt portfolio and overall cost of borrowing. The interest rate swap related to our fair value risk is intended to reduce our exposure to changes in the fair value of our fixed rate Senior Notes. The interest rate swap agreement involves the periodic exchange of payments without the exchange of the notional amount upon which the payments are based. The related amount payable to or receivable from counterparties is included as an adjustment to accrued interest.

10.13+		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).
10.14+		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).
10.15		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).
10.16		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).
10.17		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).
10.18		Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2001 and incorporated herein by reference).
10.19		Amendment 1, dated as of September 28, 2001, to the Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent and LC Issuing Bank, and Certain Lenders, dated as of April 6, 2001 ($500,000,000 Revolving Facility) (Filed as Exhibit 10.33 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001 and incorporated herein by reference).
10.20		Amendment 1, dated as of September 28, 2001, to the Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.34 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001 and incorporated herein by reference).
10.21		Amendment and Restatement, dated as of November 13, 2001, to the Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.35 to Form 10-K of TEPPCO Partners, L.P (Commission File No. 1-10403) for the year ended December 31, 2001 and incorporated herein by reference).
10.22		Second Amendment and Restatement, dated as of November 13, 2001, to the Amended and Restated Credit Agreement amount 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 10.36 to Form 10-K of TEPPCO Partners, L.P (Commission File No. 1-10403) for the year ended December 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, as Lenders dated as of March 28, 2002 ($200,000,000 Revolving Credit Facility) (Filed as Exhibit 10.44 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three months ended March 31, 2002 and incorporated herein by reference).

At March 31, 2004, we had outstanding $180.0 million principal amount of 6.45% Senior Notes due 2008 and $210.0 million principal amount of 7.51% Senior Notes due 2028. At March 31, 2004, the estimated fair values of the 6.45% Senior Notes and 7.51% Senior Notes were approximately $198.5 million and $238.2 million, respectively. 28

As of March 31, 2004, we had an interest rate swap agreement in place to hedge our exposure to changes in the fair value of our fixed rate 7.51% Senior Notes due 2028. We designated this swap agreement as a fair value hedge. The swap agreement has a notional amount of $210.0 million and matures in January 2028 to match the principal and maturity of the Senior Notes. Under the swap agreement, we pay a floating rate of interest based on a three-month U.S. Dollar LIBOR rate, plus a spread, and receive a fixed rate of interest of 7.51%. During the three months ended March 31, 2004 and 2003, we recognized reductions in interest expense of $2.6 million and $2.4 million, respectively, related to the difference between the fixed rate and the floating rate of interest on the interest rate swap. During the three months ended March 31, 2004, we measured the hedge effectiveness of this interest rate swap and noted that no gain or loss from ineffectiveness was required to be recognized. The fair value of this

10.24		Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank, as Administrative Agent and LC Issuing Bank and Certain Lenders, as Lenders dated as of March 28, 2002 ($500,000,000 Revolving Facility) (Filed as Exhibit 10.45 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three months ended March 31, 2002 and incorporated herein by reference).
10.25		Amendment, dated as of June 27, 2002 to the Amended and Restated Credit Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative Agent, and Certain Lenders, dated as of March 28, 2002 ($500,000,000 Revolving Credit Facility) (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).
10.26		Amendment 1, dated as of June 27, 2002 to the Credit Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative Agent and Certain Lenders, dated as of March 28, 2002 ($200,000,000 Revolving Credit Facility) (Filed as Exhibit 99.4 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).
10.27+		Texas Eastern Products Pipeline Company, LLC 2002 Phantom Unit Retention Plan, effective June 1, 2002 (Filed as Exhibit 10.49 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2002, and incorporated herein by reference).
10.28+		Amended and Restated TEPPCO Supplemental Benefit Plan, effective November 1, 2002 (Filed as Exhibit 10.44 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.29+		Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Second Amendment and Restatement, effective January 1, 2003 (Filed as Exhibit 10.45 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.30+		Amended and Restated Texas Eastern Products Pipeline Company, LLC Management Incentive Compensation Plan, effective January 1, 2003 (Filed as Exhibit 10.46 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.31+		Amended and Restated TEPPCO Retirement Cash Balance Plan, effective January 1, 2002 (Filed as Exhibit 10.47 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.32		Formation Agreement between Panhandle Eastern Pipe Line Company and Marathon Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, dated as of August 10, 2000 (Filed as Exhibit 10.48 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.33		Amended and Restated Limited Liability Company Agreement of Centennial Pipeline LLC dated as of August 10, 2000 (Filed as Exhibit 10.49 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.34		Guaranty Agreement, dated as of September 27, 2002, between TE Products Pipeline Company, Limited Partnership and Marathon Ashland Petroleum LLC for Note Agreements of Centennial Pipeline LLC (Filed as Exhibit 10.50 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.35		LLC Membership Interest Purchase Agreement By and Between CMS Panhandle Holdings, LLC, As Seller and Marathon Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, Severally as Buyers, dated February 10, 2003 (Filed as Exhibit 10.51 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.36		Joint Development Agreement between TE Products Pipeline Company, Limited Partnership and Louis Dreyfus Plastics Corporation dated February 10, 2000 (Filed as

23 29

		Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2003, and incorporated herein by reference).
10.37		Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent and LC Issuing Bank and The Lenders Party Hereto, as Lenders, dated as of June 27, 2003 ($550,000,000 Revolving Facility) (Filed as Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2003, and incorporated herein by reference).
10.38		Agreement of Limited Partnership of Mont Belvieu Storage Partners, L.P. dated effective January 21, 2003. (Filed as Exhibit 10.53 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and incorporated herein by reference).
10.39		Letter of Agreement Clarifying Rights and Obligations of the Parties Under the Mont Belvieu Storage Partners, L.P., Partnership Agreement and the Mont Belvieu Venture, LLC, LLC Agreement, dated October 13, 2003. (Filed as Exhibit 10.54 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and incorporated herein by reference).
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~interest~~* ~~rate~~Filed ~~swap was a gain of approximately $8~~herewith.~~9 million~~ at** ~~March 31, 2004,~~Furnished ~~and~~herewith apursuant ~~gain~~to ofItem ~~approximately~~601(b)-(32) ~~$2.3 million at December 31, 2003. Utilizing the balance~~ of ~~the~~Regulation 7S-K.~~51%~~ ~~Senior~~+ ~~Notes~~A ~~outstanding~~management atcontract ~~March 31,~~or ~~2004,~~compensation ~~and including~~plan ~~the~~or ~~effects of hedging activities, assuming market interest rates increase 100 basis points, the potential annual increase in interest expense is $2~~arrangement.~~1 million.~~

As(b) Reports ofon ~~March 31,~~Form ~~2004,~~8-K ~~and~~filed ~~December 31,~~with ~~2003,~~or wefurnished ~~had an intercompany note payable~~ to ~~our Parent Partnership of $231.8 million and $211.3 million,~~ ~~respectively, which represented borrowings under~~ the ~~Parent~~Securities ~~Partnership’s Revolving Credit Facility, 7.625% Senior Notes~~ and ~~6.125%~~Exchange ~~Senior~~Commission ~~Notes.~~during ~~The weighted average interest rate on~~ the ~~note~~quarter ~~payable to the Parent Partnership at March 31, 2004, was 5.2%. At March 31, 2004, accrued interest includes $2.0 million due to the Parent Partnership. For the three months~~ ended ~~March~~June 3130, 2004 ~~and 2003, interest costs incurred on the note payable to the Parent Partnership totaled $2.9 million and $2.7 million, respectively.~~ :

~~Item~~A 4.Report ~~Controls~~on ~~and~~Form ~~Procedures~~8-K was filed on June 7, 2004, including as an exhibit the audited balance sheet of Texas Eastern Products Pipeline Company, LLC, as of December 31, 2003.

The principal executive officer and principal financial officer of the Company, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2004, have concluded that, as of such date, our disclosure controls and procedures are adequate and effective to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities. 30

During the first quarter of 2004, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, those internal controls subsequent to the date of the evaluation. As a result, no corrective actions were required or undertaken. SIGNATURES

~~PART~~Pursuant ~~II.~~to ~~OTHER~~the ~~INFORMATION~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 1. Legal Proceedings

	TE Products Pipeline Company, Limited Partnership
	(Registrant)
	(A Delaware Limited Partnership)


		By:	TEPPCO GP, Inc.,
			as General Partner


		By:	/s/ BARRY R. PEARL
			Barry R. Pearl,
			President, Chief Executive
			Officer and Director


		By:	/s/ CHARLES H. LEONARD
			Charles H. Leonard,
			Senior Vice President, Chief Financial
			Officer and Director

Date: August 4, 2004

We have been, in the ordinary course of business, a defendant in various lawsuits and a party to various other legal proceedings, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a material adverse effect on our consolidated financial position, results of operations or cash flows. See discussion of legal proceedings in Note 9. Commitments and Contingencies in the accompanying consolidated financial statements. 31

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits:

Exhibit
Number		Description
3.1		Second Amended and Restated Agreement of Limited Partnership of TE Products Pipeline Company, Limited Partnership, effective September 21, 2001 (Filed as Exhibit 3.8 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001, and incorporated herein by reference).
4.1		Form of Indenture between TE Products Pipeline Company, Limited Partnership and The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to TE Products Pipeline Company, Limited Partnership’s Registration Statement on Form S-3 (Commission File No. 333-38473) and incorporated herein by reference).

4.2		Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and incorporated herein by reference).
4.3		First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403) dated as of February 20, 2002 and incorporated herein by reference).
4.4		Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary Guarantor, and Wachovia Bank, National Association, formerly known as First Union National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2002 and incorporated herein by reference).
4.5		Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January 30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.1+		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).
10.2+		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).
10.3+		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).
10.4+		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).
10.5+		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).
10.6+		Texas Eastern Products Pipeline Company Non-employee Directors Unit Accumulation Plan, effective April 1, 1999 (Filed as Exhibit 10.30 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.7+		Texas Eastern Products Pipeline Company Non-employee Directors Deferred Compensation Plan, effective November 1, 1999 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.8+		Texas Eastern Products Pipeline Company Phantom Unit Retention Plan, effective August 25, 1999 (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).

10.9+		Form of Employment Agreement between the Company and Thomas R. Harper, Charles H. Leonard, James C. Ruth, John N. Goodpasture, Leonard W. Mallett, Stephen W. Russell, David E. Owen, and Barbara A. Carroll (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).
10.10+		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).
10.11		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).
10.12		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).
10.13+		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).
10.14+		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).
10.15		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).
10.16		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).
10.17		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).
10.18		Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2001 and incorporated herein by reference).
10.19		Amendment 1, dated as of September 28, 2001, to the Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent and LC Issuing Bank, and Certain Lenders, dated as of April 6, 2001 ($500,000,000 Revolving Facility) (Filed as Exhibit 10.33 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001 and incorporated herein by reference).
10.20		Amendment 1, dated as of September 28, 2001, to the Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.34 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001 and incorporated herein by reference).

10.21		Amendment and Restatement, dated as of November 13, 2001, to the Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.35 to Form 10-K of TEPPCO Partners, L.P (Commission File No. 1-10403) for the year ended December 31, 2001 and incorporated herein by reference).
10.22		Second Amendment and Restatement, dated as of November 13, 2001, to the Amended and Restated Credit Agreement amount 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 10.36 to Form 10-K of TEPPCO Partners, L.P (Commission File No. 1-10403) for the year ended December 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, as Lenders dated as of March 28, 2002 ($200,000,000 Revolving Credit Facility) (Filed as Exhibit 10.44 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three months ended March 31, 2002 and incorporated herein by reference).
10.24		Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank, as Administrative Agent and LC Issuing Bank and Certain Lenders, as Lenders dated as of March 28, 2002 ($500,000,000 Revolving Facility) (Filed as Exhibit 10.45 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three months ended March 31, 2002 and incorporated herein by reference).
10.25		Amendment, dated as of June 27, 2002 to the Amended and Restated Credit Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative Agent, and Certain Lenders, dated as of March 28, 2002 ($500,000,000 Revolving Credit Facility) (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).
10.26		Amendment 1, dated as of June 27, 2002 to the Credit Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative Agent and Certain Lenders, dated as of March 28, 2002 ($200,000,000 Revolving Credit Facility) (Filed as Exhibit 99.4 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).
10.27+		Texas Eastern Products Pipeline Company, LLC 2002 Phantom Unit Retention Plan, effective June 1, 2002 (Filed as Exhibit 10.49 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2002, and incorporated herein by reference).
10.28+		Amended and Restated TEPPCO Supplemental Benefit Plan, effective November 1, 2002 (Filed as Exhibit 10.44 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.29+		Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Second Amendment and Restatement, effective January 1, 2003 (Filed as Exhibit 10.45 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.30+		Amended and Restated Texas Eastern Products Pipeline Company, LLC Management Incentive Compensation Plan, effective January 1, 2003 (Filed as Exhibit 10.46 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.31+		Amended and Restated TEPPCO Retirement Cash Balance Plan, effective January 1, 2002 (Filed as Exhibit 10.47 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.32		Formation Agreement between Panhandle Eastern Pipe Line Company and Marathon Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, dated as of August 10, 2000 (Filed as Exhibit 10.48 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).

10.33		Amended and Restated Limited Liability Company Agreement of Centennial Pipeline LLC dated as of August 10, 2000 (Filed as Exhibit 10.49 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.34		Guaranty Agreement, dated as of September 27, 2002, between TE Products Pipeline Company, Limited Partnership and Marathon Ashland Petroleum LLC for Note Agreements of Centennial Pipeline LLC (Filed as Exhibit 10.50 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.35		LLC Membership Interest Purchase Agreement By and Between CMS Panhandle Holdings, LLC, As Seller and Marathon Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, Severally as Buyers, dated February 10, 2003 (Filed as Exhibit 10.51 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.36		Joint Development Agreement between TE Products Pipeline Company, Limited Partnership and Louis Dreyfus Plastics Corporation dated February 10, 2000 (Filed as Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2003, and incorporated herein by reference).
10.37		Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent and LC Issuing Bank and The Lenders Party Hereto, as Lenders, dated as of June 27, 2003 ($550,000,000 Revolving Facility) (Filed as Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2003, and incorporated herein by reference).
10.38		Agreement of Limited Partnership of Mont Belvieu Storage Partners, L.P. dated effective January 21, 2003. (Filed as Exhibit 10.53 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and incorporated herein by reference).
10.39		Letter of Agreement Clarifying Rights and Obligations of the Parties Under the Mont Belvieu Storage Partners, L.P., Partnership Agreement and the Mont Belvieu Venture, LLC, LLC Agreement, dated October 13, 2003. (Filed as Exhibit 10.54 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and incorporated herein by reference).
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*		Filed herewith.
**		Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.
+		A management contract or compensation plan or arrangement.

(b) Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission during the quarter ended March 31, 2004:

No reports were filed or furnished on Form 8-K during the quarter ended March 31, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TE Products Pipeline Company, Limited Partnership
	(Registrant)
	(A Delaware Limited Partnership)
	By:	TEPPCO GP, Inc.,
		as General Partner
	By:	/s/ BARRY R. PEARL
		Barry R. Pearl,
		President, Chief Executive
		Officer and Director
	By:	/s/ CHARLES H. LEONARD
		Charles H. Leonard,
		Senior Vice President, Chief Financial
		Officer and Director
Date: April 29, 2004

Index to Exhibit

Exhibit
Number		Description
3.1		Second Amended and Restated Agreement of Limited Partnership of TE Products Pipeline Company, Limited Partnership, effective September 21, 2001 (Filed as Exhibit 3.8 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001, and incorporated herein by reference).
4.1		Form of Indenture between TE Products Pipeline Company, Limited Partnership and The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to TE Products Pipeline Company, Limited Partnership’s Registration Statement on Form S-3 (Commission File No. 333-38473) and incorporated herein by reference).
4.2		Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and incorporated herein by reference).
4.3		First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403) dated as of February 20, 2002 and incorporated herein by reference).
4.4		Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary Guarantor, and Wachovia Bank, National Association, formerly known as First Union National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2002 and incorporated herein by reference).
4.5		Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January 30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.1+		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).
10.2+		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).
10.3+		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).
10.4+		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).
10.5+		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).

10.6+		Texas Eastern Products Pipeline Company Non-employee Directors Unit Accumulation Plan, effective April 1, 1999 (Filed as Exhibit 10.30 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.7+		Texas Eastern Products Pipeline Company Non-employee Directors Deferred Compensation Plan, effective November 1, 1999 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.8+		Texas Eastern Products Pipeline Company Phantom Unit Retention Plan, effective August 25, 1999 (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by reference).
10.9+		Form of Employment Agreement between the Company and Thomas R. Harper, Charles H. Leonard, James C. Ruth, John N. Goodpasture, Leonard W. Mallett, Stephen W. Russell, David E. Owen, and Barbara A. Carroll (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).
10.10+		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).
10.11		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).
10.12		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).
10.13+		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).
10.14+		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).
10.15		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).
10.16		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).
10.17		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).
10.18		Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2001 and incorporated herein by reference).

10.19		Amendment 1, dated as of September 28, 2001, to the Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent and LC Issuing Bank, and Certain Lenders, dated as of April 6, 2001 ($500,000,000 Revolving Facility) (Filed as Exhibit 10.33 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001 and incorporated herein by reference).
10.20		Amendment 1, dated as of September 28, 2001, to the Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.34 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2001 and incorporated herein by reference).
10.21		Amendment and Restatement, dated as of November 13, 2001, to the Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent, and Certain Lenders, dated as of April 6, 2001 ($200,000,000 Revolving Facility) (Filed as Exhibit 10.35 to Form 10-K of TEPPCO Partners, L.P (Commission File No. 1-10403) for the year ended December 31, 2001 and incorporated herein by reference).
10.22		Second Amendment and Restatement, dated as of November 13, 2001, to the Amended and Restated Credit Agreement amount 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 10.36 to Form 10-K of TEPPCO Partners, L.P (Commission File No. 1-10403) for the year ended December 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, as Lenders dated as of March 28, 2002 ($200,000,000 Revolving Credit Facility) (Filed as Exhibit 10.44 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three months ended March 31, 2002 and incorporated herein by reference).
10.24		Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank, as Administrative Agent and LC Issuing Bank and Certain Lenders, as Lenders dated as of March 28, 2002 ($500,000,000 Revolving Facility) (Filed as Exhibit 10.45 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three months ended March 31, 2002 and incorporated herein by reference).
10.25		Amendment, dated as of June 27, 2002 to the Amended and Restated Credit Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative Agent, and Certain Lenders, dated as of March 28, 2002 ($500,000,000 Revolving Credit Facility) (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).
10.26		Amendment 1, dated as of June 27, 2002 to the Credit Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative Agent and Certain Lenders, dated as of March 28, 2002 ($200,000,000 Revolving Credit Facility) (Filed as Exhibit 99.4 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).
10.27+		Texas Eastern Products Pipeline Company, LLC 2002 Phantom Unit Retention Plan, effective June 1, 2002 (Filed as Exhibit 10.49 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2002, and incorporated herein by reference).
10.28+		Amended and Restated TEPPCO Supplemental Benefit Plan, effective November 1, 2002 (Filed as Exhibit 10.44 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.29+		Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Second Amendment and Restatement, effective January 1, 2003 (Filed as Exhibit 10.45 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).

10.30+		Amended and Restated Texas Eastern Products Pipeline Company, LLC Management Incentive Compensation Plan, effective January 1, 2003 (Filed as Exhibit 10.46 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.31+		Amended and Restated TEPPCO Retirement Cash Balance Plan, effective January 1, 2002 (Filed as Exhibit 10.47 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.32		Formation Agreement between Panhandle Eastern Pipe Line Company and Marathon Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, dated as of August 10, 2000 (Filed as Exhibit 10.48 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.33		Amended and Restated Limited Liability Company Agreement of Centennial Pipeline LLC dated as of August 10, 2000 (Filed as Exhibit 10.49 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.34		Guaranty Agreement, dated as of September 27, 2002, between TE Products Pipeline Company, Limited Partnership and Marathon Ashland Petroleum LLC for Note Agreements of Centennial Pipeline LLC (Filed as Exhibit 10.50 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.35		LLC Membership Interest Purchase Agreement By and Between CMS Panhandle Holdings, LLC, As Seller and Marathon Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, Severally as Buyers, dated February 10, 2003 (Filed as Exhibit 10.51 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated herein by reference).
10.36		Joint Development Agreement between TE Products Pipeline Company, Limited Partnership and Louis Dreyfus Plastics Corporation dated February 10, 2000 (Filed as Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2003, and incorporated herein by reference).
10.37		Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as Administrative Agent and LC Issuing Bank and The Lenders Party Hereto, as Lenders, dated as of June 27, 2003 ($550,000,000 Revolving Facility) (Filed as Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2003, and incorporated herein by reference).
10.38		Agreement of Limited Partnership of Mont Belvieu Storage Partners, L.P. dated effective January 21, 2003. (Filed as Exhibit 10.53 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and incorporated herein by reference).
10.39		Letter of Agreement Clarifying Rights and Obligations of the Parties Under the Mont Belvieu Storage Partners, L.P., Partnership Agreement and the Mont Belvieu Venture, LLC, LLC Agreement, dated October 13, 2003. (Filed as Exhibit 10.54 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and incorporated herein by reference).

31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*		Filed herewith.
**		Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.
+		A management contract or compensation plan or arrangement.

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