UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 29, 2012

TPC Group Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-34727

20-0863618

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(I.R.S. employer

identification number)

5151 San Felipe, Suite 800, Houston, Texas 77056

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (713) 627-7474

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On November 29, 2012, TPC Group Inc. (the “Company”) issued a press release announcing the preliminary results of the tender offer (the “Tender Offer”) and the consent solicitation (the “Consent Solicitation”) by TPC Group LLC, its wholly owned subsidiary, for its 8.25% Senior Secured Notes due 2017 (the “Notes”). The Tender Offer and the Consent Solicitation are being made in connection with, and are conditioned on the consummation of, the proposed acquisition of the Company by entities affiliated with First Reserve Corporation and SK Capital Partners.

A copy of the press release is included as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

99.1		Press Release dated November 29, 2012.

SIGNATURE

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 hereunto duly authorized.


	TPC Group Inc.

Date: November 30, 2012

	By:	/s/ Rishi A. Varma
		Rishi A. Varma
		Vice President, General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated November 29, 2012.

TPC Group Inc. 8-K