- Post-Effective Amendment to an S-3D filing (S-3DPOS)

As filed with the Securities and Exchange Commission on October 26, 2009

Registration No. 333-146108

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective
Amendment No. 1
to

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TEPPCO PARTNERS, L.P.

(Exact name of Registrant as Specified in Its Charter)


Delaware		76-0291058
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

		Patricia A. Totten
1100 Louisiana, Suite 1600		1100 Louisiana, Suite 1600
Houston, Texas 77002		Houston, Texas 77210-4324
(713) 381-3636		(713) 381-3636
(Address, Including Zip Code, and Telephone		(Name, Address, Including Zip Code, and
Number, Including Area Code, of Registrant’s		Telephone Number, Including Area Code, of
Principal Executive Offices)		Agent for Service

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. þ

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

(Do not check if a smaller reporting company.)

DEREGISTRATION OF SECURITIES

On September 14, 2007, TEPPCO Partners, L.P., a Delaware limited partnership (“TEPPCO”), filed a registration statement on Form S-3 (Registration No. 333-146108) (the “Registration Statement”) with the Securities Exchange Commission (the “Commission”), which was deemed effective upon filing. The Registration Statement registered the offer and sale of 10,000,000 units representing limited partner interests in TEPPCO (the “Registered Securities”) related to TEPPCO’s Distribution Reinvestment Plan.

Pursuant to the Agreement and Plan of Merger, dated as of June 28, 2009, by and among Enterprise Products Partners L.P. (“Enterprise”), Enterprise Products GP, LLC, Enterprise Sub B LLC, TEPPCO and Texas Eastern Products Pipeline Company, LLC (the “Merger Agreement”), TEPPCO merged with and into Enterprise Sub B LLC, a wholly owned subsidiary of Enterprise, on October 26, 2009 (the “Merger”).

In connection with the Merger, TEPPCO has terminated all of its offerings of units representing limited partner interests in TEPPCO pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by TEPPCO in the Registration Statement, TEPPCO hereby removes from registration all Registered Securities which remain unsold as of the date of this Post-Effective Amendment No. 1.

SIGNATURES

Pursuant to the Securities Act of 1933, the following registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Houston, State of Texas, on October 26, 2009.


TEPPCO PARTNERS, L.P.
By:	Texas Eastern Products Pipeline Company, LLC, its general partner


By:	/s/ Jerry E. Thompson
	Name:	Jerry E. Thompson
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on October 26, 2009.

TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, as the general partner of TEPPCO PARTNERS, L.P.


Signature		Title

/s/ Jerry E. Thompson Jerry E. Thompson		President and Chief Executive Officer (Principal Executive Officer)
/s/ Tracy E. Ohmart Tracy E. Ohmart		Assistant Treasurer, Controller, Acting Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/ Richard H. Bachmann Richard H. Bachmann		Director
/s/ Michael A. Creel Michael A. Creel		Director
/s/ Dan L. Duncan Dan L. Duncan		Director
/s/ W. Randall Fowler W. Randall Fowler		Director
/s/ A.J. Teague A.J. Teague		Director