SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ohmart Tracy E (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 1600 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/15/2009	3. Issuer Name and Ticker or Trading Symbol TEPPCO PARTNERS LP [ TPP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Acting Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Units Representing Limited Partnership Interests	1,900(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
UAR	05/22/2012	05/22/2012	Common Units	8,820(2)	45.35	D(3)

Explanation of Responses:

1. Includes common units granted to the Reporting Person that have restricted vesting dates and are subject to forfeiture.

2. The Unit Appreciation Rights ("UAR") entitle the reporting person to receive on May 22, 2012 an amount equal to the excess, if any, of the Fair Market Value of a Unit over the Grant Price per Unit in Units or cash at the discretion of the Committee. The UARs are subject to forfeiture.

3. The power of attorney under which this form was signed is attached as Exhibit 24.

Remarks:

	Vickie L. Graham, Attorney-in-Fact on behalf of Tracy E. Ohmart	02/18/2009
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY





       KNOW ALL PERSONS BY THIS DOCUMENT:  That I, Tracy Ohmart, have made, constituted, and

appointed, and by this document do make, constitute, and appoint Stephanie C. Hildebrandt, Philip C. Neisel,

Vickie L. Graham and  William L. Soula, of the County of Harris, State of Texas, whose signatures are:

 /s/

__________________________________

Stephanie C. Hildebrandt, Attorney-in-Fact

 /s/

__________________________________

            Philip C. Neisel, Attorney-in-Fact

 /s/

__________________________________

Vickie L. Graham, Attorney-in-Fact

 /s/

__________________________________

           William L. Soula, Attorney-in-Fact



or any of them, signing singly, my true and lawful attorney-in-fact, and in my name, place, and stead to:



1.  Execute, deliver and file on behalf of the undersigned, in the undersigned's capacity as an officer

of Texas Eastern Products Pipeline Company, LLC, the sole general partner of TEPPCO Partners,

L.P. ("TPP"), any U.S. Securities and Exchange Commission Form 3, 4 and 5 in accordance with

Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder with respect to

holdings of or trading in securities issued by TPP;



2.  Do and perform any and all acts for and on behalf of the undersigned which may be necessary or

desirable to complete and execute any such Form 3, 4 or 5 and timely file such form or any

amendment thereto with the United States Securities and Exchange Commission and any stock

exchange or similar authority;  and



3.  Take any other action of any type whatsoever in connection with or in furtherance of the matters

described in paragraphs 1 and 2 above which in the opinion of its attorney-in-fact may be of benefit to,

and in the best interest of, or legally required by, the undersigned.



       Giving and granting to each such attorney-in-fact full power and authority to do and perform every act

necessary and proper to be done in the exercise of the foregoing powers as fully as I might or could do if

personally present, with full power of substitution and revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this

power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each

attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is TPP or

the general partner of TPP assuming, any of the undersigned's responsibilities to comply with Section 16 of

the Securities Exchange Act of 1934.



       This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms

3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by TPP, unless

revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

this 3 day of february 2009.



 /s/

__________________________________

 TRACY OHMART