UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~ TOPursuant ~~SECTION~~to Section 13 ORor 15(d) ~~OF THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported): ~~September~~October 1723, 2009

~~TEPPCO~~Commission ~~PARTNERS,~~File LNo.P. 1-10403

~~(Exact~~TEPPCO ~~name~~Partners, ~~of registrant as specified in its charter)~~L.P.

~~Delaware~~ (~~State~~Exact orname ~~Other Jurisdiction~~ of ~~Incorporation~~Registrant oras ~~Organization)~~specified ~~1-10403~~in ~~(Commission~~its ~~File Number~~charter) ~~76- 0291058 (I.R.S. Employer Identification No.)~~

1100 Louisiana, Suite 1600 Houston, Texas 77002


Delaware		76-0291058
(State or other jurisdiction		(I.R.S. Employer
of incorporation)		Identification Number)

1100 Louisiana Street, Suite 1600 Houston, Texas 77002 (Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, including ~~Zip~~zip ~~Code~~code)

(713) 381- 3636 (Registrant’s telephone number, including area code)

(Registrant’s Telephone Number, including Area Code)

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 (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Item 8.01 Other Events.

AsOn ~~previously~~October 23, ~~disclosed~~2009, inTEPPCO ~~August 2008~~Partners, L.P. (“TEPPCO”) issued a ~~subsidiary~~joint ofpress release with Enterprise Products Partners L.P. (~~NYSE: EPD) (~~“Enterprise”), aannouncing ~~subsidiary~~the ofapproval by TEPPCO ~~Partners,~~ ~~L.P.~~unitholders ~~(NYSE:~~of the ~~TPP)~~merger (“of TEPPCO”) and aEnterprise ~~subsidiary~~pursuant to the Agreement and Plan of ~~Oiltanking~~ ~~Holding~~Merger, ~~Americas~~dated as of June 28, ~~Inc.~~2009 (the “~~Oiltanking~~Merger Agreement”) ~~formed~~, ~~the~~by ~~Texas~~and ~~Offshore~~among ~~Port~~Enterprise ~~System~~Enterprise Products GP, LLC (“~~TOPS~~Enterprise GP”), toEnterprise ~~design~~Sub B LLC, ~~construct,~~ ~~own~~TEPPCO and ~~operate~~Texas aEastern ~~Texas~~Products ~~offshore~~Pipeline ~~crude~~Company, ~~oil~~LLC (“TEPPCO ~~port~~GP”). ~~and~~Approximately ~~pipeline~~97 percent ~~system~~of tothe ~~facilitate delivery~~TEPPCO ofunits ~~waterborne~~that ~~crude~~voted ~~oil~~were tocast ~~refining~~in ~~centers~~favor ~~along~~of the merger ~~upper~~and ~~Texas~~represented ~~Gulf~~approximately ~~Coast.~~71 percent ~~The~~of TEPPCO’s total outstanding units. In addition, ~~cost~~approximately 96 percent of the ~~project~~votes ~~was~~cast ~~estimated~~by atUnaffiliated ~~$1.8 billion.~~TEPPCO Unitholders (as defined below) approved the merger.

~~Effective April 16,~~Under ~~2009~~TEPPCO’s partnership agreement, the ~~Enterprise and TEPPCO~~affirmative ~~subsidiaries~~vote ~~each~~of ~~elected~~the toholders of at least a ~~dissociate,~~majority orof ~~exit~~TEPPCO’s ~~from,~~units ~~the~~outstanding ~~TOPS~~was ~~partnership~~required ~~and~~to ~~forfeit~~approve ~~their~~the ~~respective~~merger. ~~investments~~In ~~and~~addition, the Merger ~~one-third~~Agreement ~~ownership~~required ~~interests~~that the actual votes cast in favor of the ~~partnership.~~merger Asby athe ~~result,~~“Unaffiliated ~~Enterprise~~TEPPCO Unitholders” ~~and~~(which consist of TEPPCO ~~each~~unitholders ~~reflected~~other than Dan L. Duncan, EPCO, Inc. and certain aother ~~non-cash~~privately ~~charge~~held affiliates of ~~$34~~Mr.2 ~~million~~Duncan’s; inTEPPCO ~~their~~GP, ~~respective~~Enterprise, ~~net~~Enterprise ~~income~~GP ~~amounts~~and Enterprise ~~for~~GP Holdings L.P., the ~~second~~100% ~~quarter~~owner of TEPPCO GP (“Enterprise GP Holdings”); and specified ~~2009.~~officers ~~These~~and ~~losses~~directors ~~represented~~of TEPPCO GP, Enterprise’s GP and ~~TEPPCO’s~~the ~~cumulative~~general ~~investments~~partner inof ~~TOPS~~Enterprise ~~through~~GP Holdings) exceed the ~~date~~actual ofvotes ~~dissociation~~cast against the merger by the Unaffiliated TEPPCO Unitholders.

InThe ~~connection~~joint ~~with~~press ~~the~~release ~~dissociation~~also ofannounced ~~TEPPCO~~that ~~and~~as ~~Enterprise~~of ~~from~~10:00 a.m. ~~TOPS~~CDT October 23, ~~Oiltanking filed an~~2009, ~~original~~approximately ~~petition~~$1.94 billion ~~against certain affiliates~~ of ~~Enterprise (collectively,~~ the ~~“Enterprise~~$2 billion ~~Parties”)~~aggregate ~~and~~principal ~~certain affiliates~~amount of TEPPCO ~~(collectively~~notes ~~the~~had ~~“TEPPCO Parties”) in the District Court of~~been ~~Harris~~tendered ~~County,~~for ~~Texas,~~exchange ~~61st~~in ~~Judicial~~connection ~~District~~with ~~(Cause~~Enterprise’s ~~No. 2009-31367),~~previously ~~asserting,~~announced ~~among~~offer ~~other~~to ~~things,~~exchange TEPPCO ~~that~~senior ~~the dissociation was wrongful~~ and insubordinated ~~breach~~notes ofvalidly ~~the~~tendered ~~TOPS~~for ~~partnership agreement~~exchange, ~~citing provisions~~and ofnot ~~the~~validly ~~agreement that~~withdrawn, ifprior ~~applicable, would continue~~ to ~~obligate Enterprise and TEPPCO~~ ~~to make capital contributions to fund~~ the ~~project~~expiration ~~and~~date ~~impose~~(October 26, ~~liabilities~~2009) onfor Enterprise ~~and TEPPCO~~notes.

OnA ~~September 17,~~copy ~~2009, the Enterprise Parties and the TEPPCO Parties entered into a settlement with certain affiliates~~ of ~~Oiltanking and~~ ~~TOPS, which resolves all disputes between~~ the ~~parties~~joint ~~related~~press ~~to the~~release ~~business~~is ~~and~~filed ~~affairs~~as ~~of the TOPS project (including the litigation described above)~~Exhibit 99.1 ~~Each~~hereto ~~of Enterprise~~ and ~~TEPPCO~~is ~~expects~~incorporated ~~to recognize approximately $33.5 million in expense during the third~~herein ~~quarter~~by ~~of 2009 in connection with the settlement~~reference.

1 Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~ (d) Exhibits.

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.


Exhibit No.		Description

99.1		Press Release dated October 23, 2009.

	TEPPCO PARTNERS, L.P.
	By:	Texas Eastern Products Pipeline Company, LLC,its General Partner
Date: September 18, 2009	By:	/s/ Jerry E. Thompson
		Jerry E. Thompson
		President and Chief Executive Officer

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.


	TEPPCO Partners, L.P.
	(Registrant)

	By:	Texas Eastern Products Pipeline Company, LLC
		General Partner

Date: October 23, 2009	By:	/s/ Patricia A. Totten

		Patricia A. Totten
		Vice President, General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated October 23, 2009.

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