TPC CORP 10-K

TPC CORPORATION - DATED 12/31/96

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

3RD AMEND. TO FIRST RESTATED CREDIT AGREEMENT

4TH AMEND. TO TERM FACILITY CREDIT AGREEMENT

AMEND. TO NOTE AGREEMENT DATED 11/15/96

COMPUTATION OF EARNINGS PER SHARE

SUBSIDIARIES OF TPC CORPORATION

CONSENT OF ARTHUR ANDERSEN LLP

POWER OF ATTORNEY

FINANCIAL DATA SCHEDULE

FINANCIAL STATEMENTS OF MARKET HUB PARTNERS