FORM T-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)     þ

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

		95-3571558
(State of incorporation		(I.R.S. employer
if not a U.S. national bank)		identification no.)
700 South Flower Street Suite 500 Los Angeles, California		90017
(Address of principal executive offices)		(Zip code)

TEPPCO Partners, L.P.

(Exact name of obligor as specified in its charter)

Delaware		76-0291058
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
1100 Louisiana Street, Suite 1600
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

TE Products Pipeline Company, Limited Partnership

(Exact name of obligor as specified in its charter)

Delaware		76-0329620
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
1100 Louisiana Street, Suite 1600
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

TCTM, L.P.

(Exact name of obligor as specified in its charter)

Delaware		76-0595522
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
1100 Louisiana Street, Suite 1600
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

TEPPCO Midstream Companies, L.P.

(Exact name of obligor as specified in its charter)

Delaware		76-0692243
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
1100 Louisiana Street, Suite 1600
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Val Verde Gas Gathering Company, L.P.

(Exact name of obligor as specified in its charter)

Delaware		48-1260511
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)
1100 Louisiana Street, Suite 1600
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Debt Securities

(Title of the Indenture Securities)

 

 

1. General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name		Address
Comptroller of the Currency
United States Department of the Treasury		Washington, D.C. 20219
Federal Reserve Bank		San Francisco, California 94105
Federal Deposit Insurance Corporation		Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

     Yes.

2.

Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

3.

Not applicable.

4.

Trusteeships Under Other Indentures

(a)

Title of the securities outstanding under each such other indenture.

$180,000,000 6.45% Senior Notes Due 2008 issued by TE Products Pipeline Company, Limited Partnership

$210,000,000 7.51% Senior Notes Due 2028 issued by TE Products Pipeline Company, Limited Partnership

(b)

A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.

The Trustee has no knowledge of any default under the indenture governing the securities described in Item 4(a). The Debt Securities will be subordinated to the prior payment in full of all of the present and future senior indebtedness of the obligors, including the securities described in Item 4(a).

5-15. Not applicable.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

	1.		A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
	2.		A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
	3.		A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
	4.		A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).
	6.		The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 filed herewith).
	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. (Exhibit 7 filed herewith).

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Houston, and State of Texas, on the 14^th day of May, 2007.

INDEX TO EXHIBITS

	1.		A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
	2.		A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
	3.		A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
	4.		A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).
	6.		The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 filed herewith).
	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. (Exhibit 7 filed herewith).

Exhibit 6

CONSENT OF THE TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, and in connection with the proposed issue of TEPPCO Partners, L.P. Debt Securities, The Bank of New York Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

Houston, Texas
May 14, 2007

Exhibit 7

REPORT OF CONDITION

Consolidating domestic subsidiaries of
          THE BANK OF NEW YORK TRUST COMPANY, N.A.
          in the state of CA at close of business on December 31, 2006
published in response to call made (Enter additional information below)

 

Statement of Resources and Liabilities

		Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin							10,020
Interest-bearing balances							0
Securities:
Held-to-maturity securities							56
Available-for-sale securities							64,801
Federal funds sold and securities purchased under agreements to
Federal funds sold							49,900
Securities purchased under agreements to resell							40,000
Loans and lease financing receivables:
Loans and leases held for sale							0
Loans and leases, net of unearned income							0
LESS: Allowance for loan and lease losses							0
Loans and leases, net of unearned income and allowance							0
Trading Assets							0
Premises and fixed assets (including capitalized leases)							5,051
Other real estate owned							0
Investments in unconsolidated subsidiaries and associated companies							0
Intangible assets:
Goodwill							889,415
Other intangible assets							277,086
Other assets							113,348
Total assets							1,449,677

REPORT OF CONDITION (Continued)

LIABILITIES

		Dollar Amounts in Thousands
Deposits:
In domestic offices							2,517
Noninterest-bearing							2,517
Interest-bearing							0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased							0
Securities sold under agreements to repurchase							0
Trading liabilities							0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)							58,000
Subordinated notes and debentures							0
Other liabilities							127,233
Total liabilities							187,750
Minority interest in consolidated subsidiaries							0
EQUITY CAPITAL
Perpetual preferred stock and related surplus							0
Common stock							1,000
Surplus (exclude all surplus related to preferred stock)							1,121,520
Retained earnings							139,524
Accumulated other comprehensive income							(117	)
Other equity capital components							0
Total equity capital							1,261,927
Total liabilities, minority interest, and equity capital							1,449,677

		I, Karen Bayz, Vice President
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.		( Name, Title )  of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Director #1           Michael K. Klugman, President
Director #2           Frank Sulzberger, MD
Director #3           Michael McFadden, MD