857644--2/28/2008--TEPPCO_PARTNERS

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{tax, income, asset}

{investment, property, distribution}

{gas, price, oil}

{operation, natural, condition}

{debt, indebtedness, cash}

{loss, insurance, financial}

{stock, price, operating}

{cost, regulation, environmental}

{regulation, change, law}

{capital, credit, financial}

{personnel, key, retain}

{financial, litigation, operation}

{competitive, industry, competition}

Our marine transportation acquisition may not achieve anticipated results. Our future debt level or downgrades of our debt ratings by credit agencies may limit our future financial and operating flexibility. Our cash distributions may vary based on our operating performance and level of cash reserves. The interruption of distributions to us from our subsidiaries and joint ventures may affect our ability to satisfy our obligations and to make distributions to our partners. Expanding our natural gas gathering business by constructing new pipelines and compression facilities subjects us to construction risks and risks that natural gas supplies will not be available upon completion of the new pipelines, and cash flows from such capital projects may not be immediate. Our tariff rates are subject to review and possible adjustment by federal and state regulators, which could have a material adverse effect on our financial condition and results of operations. Our partnership status may be a disadvantage to us in calculating our cost of service for rate-making purposes. Competition could adversely affect our operating results. Our business requires extensive credit risk management that may not be adequate to protect against customer nonpayment. Our risk management policies cannot eliminate all commodity price risks. In addition, any non-compliance with our risk management policies could result in significant financial losses. Our pipelines are dependent on their interconnections with other pipelines to reach their destination markets. Reduced demand could affect our pipeline shipments and marine transportation business. The success of our Jonah gas gathering operations is substantially dependent upon Enterprise Products Partners. Profits and cash flow from Jonah and Val Verde depend on the volumes of natural gas produced from the fields served by the systems and are subject to factors beyond our control. In accordance with midstream industry practice, we do not obtain third party evaluations of natural gas reserves dedicated to our gathering systems, including Jonah. Accordingly, volumes of natural gas gathering on our pipeline systems in the future could be less than we anticipate, which could adversely affect our cash flow and our ability to make cash distributions to unitholders. The use of derivative financial instruments could result in material financial losses by us. Our pipeline integrity program may impose significant costs and liabilities on us. Our operations are subject to governmental laws and regulations relating to the protection of the environment and safety which may expose us to significant costs and liabilities. Additionally, as a result of our marine transportation acquisition, we are subject to additional laws and regulations, including environmental regulations, that may adversely affect the cost, manner or feasibility of doing business in that segment. Our marine transportation business would be adversely affected if we failed to comply with the Jones Act provisions on coastwise trade, or if those provisions were modified, repealed or waived. Maritime claimants could arrest the vessels carrying our cargoes. Terrorist attacks aimed at our facilities could adversely affect our business. Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. If a significant accident or event occurs that is not fully insured, our operations and financial results could be adversely affected. We depend on the leadership and involvement of our key personnel for the success of our business. We do not own all of the land on which our pipelines and facilities are located, which could disrupt our operations. Mergers among our customers or competitors could result in lower volumes being shipped by us, thereby reducing the amount of cash we generate. Risks Relating to Our Units as a Result of Our Partnership Structure We may issue additional limited partnership interests, diluting existing interests of unitholders and benefiting our General Partner Cost reimbursements and fees due EPCO and its affiliates may be substantial and will reduce our cash available for distribution to holders of our Units. Our General Partner and its affiliates may have conflicts with our partnership. Unitholders have limited voting rights and control of management. EPCO s employees may be subjected to conflicts in managing our business and the allocation of time and compensation costs between our business and the business of EPCO and its other affiliates. Our Partnership Agreement limits our General Partner s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our General Partner that might otherwise constitute breaches of fiduciary duty. Our General Partner has a limited call right that may require unitholders to sell their Units at an undesirable time or price. Our unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business. The credit and risk profile of our General Partner and its owners could adversely affect our credit ratings and profile, which could increase our borrowing costs or hinder our ability to raise capital. Control of our General Partner may be transferred to a third party without unitholder consent. We have adopted certain methodologies that may result in a shift of income, gain, loss and deduction between the General Partner and our unitholders. The Internal Revenue Service ( IRS ) may challenge this treatment, which could adversely affect the value of our Units. Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. The amount of cash available for distribution to you would be substantially reduced if the IRS treats us as a corporation or we become subject to a material amount of entity-level taxation for state or foreign tax purposes. Our tax treatment as a partnership for federal income tax purposes is subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis. A successful IRS contest of the federal income tax positions we take may adversely affect the market for our Units, and the cost of an IRS contest will reduce our cash available for distribution to our unitholders. You may be required to pay taxes on income from us even if you do not receive any cash distributions from us. Tax gain or loss on the disposition of Units could be more or less than expected. Tax-exempt entities and foreign persons face unique tax issues from owning Units that may result in adverse tax consequences to them.

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857644--2/28/2008--TEPPCO_PARTNERS_LP