WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 11, 2002

                          Williams Energy Partners L.P.
             (Exact name of registrant as specified in its charter)

   Delaware                       1-16335                   73-1599053
(State or other                 (Commission               I.R.S. Employer
jurisdiction of                 File Number)            Identification No.)

                   One Williams Center, Tulsa, Oklahoma      74172
               (Address of principal executive offices)    (Zip Code)

        Registrant's telephone number, including area code: 918/573-2000

                                 Not Applicable
          (Former name or former address, if changed since last report)

Item 7.    Financial Statements and Exhibits.

           This current report on Form 8-K/A reflects changes to Williams Energy
Partners L.P.'s (the "Partnership's") audited financial statements filed as part
of the current report on Form 8-K (dated April 11, 2002) filed May 3, 2002 that
resulted from typographical errors in the line item "Transportation and
terminaling revenues: Affiliate" in the Partnership's consolidated income
statement for 2001 and the line item "Net property, plant and equipment" in the
Partnership's consolidated balance sheet at December 31, 2001. These
typographical errors did not affect the "Total Revenues" or "Total Assets" items
in these financial statements.

           The Partnership files the following exhibit as part of this report:

           Exhibit 99   Restated consolidated financial statements and notes
                        of the Partnership


           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Partnership has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       WILLIAMS ENERGY PARTNERS L.P.

                                       By:  Williams GP LLC, its General Partner

Date:  May 8, 2002                          /s/ Suzanne H. Costin
                                               Name:  Suzanne H. Costin
                                               Title: Corporate Secretary


                                INDEX TO EXHIBITS

NUMBER                     DESCRIPTION
--------                   -----------

  99            Restated consolidated financial statements and notes of the