SEC FORM 4/A 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
 
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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*
HUTCHISON MURRAY H

(Last) (First) (Middle)
C/O JACK IN THE BOX INC.
9330 BALBOA AVE.

(Street)
SAN DIEGO CA 92123

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/30/2007
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 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
Common Units Representing Limited Partnership Interests 07/30/2007 D(1) 549 D $0 0 D
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
Phantom Units (2) 07/30/2007 A(1) 549 04/30/2011 04/30/2011 Common Units 549 $0 549 D(3)
Explanation of Responses:
1. The two reported transactions involve an amendment of an outstanding grant of phantom units to provide for such phantom units to be payable in cash as well as in common units resulting in the deemed cancellation of the "old" phantom units and the grant of replacement phantom units. These phantom units were originally granted on April 30, 2007.
2. Each phantom unit is the economic equivalent of one of the issuer's common units and is payable in common units or cash on the earlier of April 30, 2011 or the termination of service as a director of the general partner and its affiliates. The phantom units 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 Murray H. Hutchison 08/01/2007
** 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).
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 , Murray H. Hutchison, have made, constituted, and appointed, and by this document do make, constitute, and appoint William G. Manias, Patricia A. Totten, Philip C. Neisel, Vickie L. Graham and William L. Soula, of the County of Harris, State of Texas, whose signatures are:



__________________________________

William G. Manias, Attorney-in-Fact



__________________________________

         Patricia A. Totten, Attorney-in-Fact



__________________________________

     Philip C. Neisel, Attorney-in-Fact



__________________________________

        Vickie L. Graham, Attorney-in-Fact



__________________________________

    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 a director  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 ___ day of ___________, 2007.





__________________________________

 MURRAY H. HUTCHISON