SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DUNCAN DAN L (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TEPPCO PARTNERS LP [ TPP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/08/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Units Representing Limited Partnership Interests	12/08/2006		J(1)	V	14,091,275	D	$39.92	0	I(2)	By TEPPCO General Partner
Units Representing Limited Partnership Interests	12/08/2006		J(3)		14,091,275	D	$39.92	2,500,000	I(4)	By DFI GP Holdings
Units Representing Limited Partnership Interests	12/08/2006		J(5)		13,386,711	A	$39.92	13,386,711	I(6)	By DFI
Units Representing Limited Partnership Interrests	12/08/2006		J(5)		704,564	A	$39.92	704,564	I(7)	By Duncan LLC(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* DUNCAN DAN L (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 1000 (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* EPCO, Inc. (Last) (First) (Middle) 1100 LOUISIANA STREET; SUITE 10000 (Street) HOUSTON, TX 77002 (City) (State) (Zip)

Explanation of Responses:

1. Units distributed to DFI GP Holdings L.P., the sole member of Texas Eastern Products Pipeline Company, LLC.

2. These Units are directly owned by Texas Eastern Products Pipeline Company, LLC ("TEPPCO General Partner"), which is the general partner of the Issuer. TEPPCO General Partner is a wholly owned subsidiary of DFI GP Holdings L.P. ("DFI GP Holdings"). DFI Holdings, LLC ("DFI Holdings") is the 1% general partner of DFI GP Holdings and Dan Duncan LLC ("Duncan LLC") is a 4% limited partner of DFI GP Holdings. The sole member of DFI Holdings is Duncan LLC. Dan L. Duncan is the sole member of Duncan LLC. Duncan Family Interests, Inc. is an indirect wholly owned subsidiary of EPCO, Inc. and is a 95% limited partner of DFI GP Holdings.

3. Units distributed to each of the partners of DFI GP Holdings.

4. These Units are directly owned by DFI GP Holdings. DFI GP Holdings is controlled by its 1% general partner, DFI Holdings. The sole member of DFI Holdings is Duncan LLC, which is also a 4% limited partner of DFI GP Holdings. Dan L. Duncan is the sole member of Duncan LLC.

5. Units acquired pursuant to distribution to partners of DFI GP Holdings.

6. These Units are directly owned by Duncan Family Interests,Inc. ("DFI")

7. These Units are directly owned by Duncan LLC.

8. The power of attorney under which this form was signed is on file with the Commission.

Remarks:

	William L. Soula, Attorney-in-Fact on behalf of Dan L. Duncan, and Assistant Secretary of EPCO, Inc.	12/12/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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