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<SEC-DOCUMENT>0001035704-03-000432.txt : 20030620
<SEC-HEADER>0001035704-03-000432.hdr.sgml : 20030620
<ACCEPTANCE-DATETIME>20030620170334
ACCESSION NUMBER:		0001035704-03-000432
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030620
GROUP MEMBERS:		WILLIAMS ENERGY SERVICES LLC
GROUP MEMBERS:		WILLIAMS NATURAL GAS LIQUIDS INC

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILLIAMS COMPANIES INC
		CENTRAL INDEX KEY:			0000107263
		STANDARD INDUSTRIAL CLASSIFICATION:	NATURAL GAS TRANSMISSION [4922]
		IRS NUMBER:				730569878
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		ONE WILLIAMS CTR
		CITY:			TULSA
		STATE:			OK
		ZIP:			74172
		BUSINESS PHONE:		9185732000

	MAIL ADDRESS:	
		STREET 1:		ONE WILLIAM CENTER
		CITY:			TULSA
		STATE:			OK
		ZIP:			74172

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WILLIAMS BROTHERS COMPANIES
		DATE OF NAME CHANGE:	19710817

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILLIAMS ENERGY PARTNERS L P
		CENTRAL INDEX KEY:			0001126975
		STANDARD INDUSTRIAL CLASSIFICATION:	PIPE LINES (NO NATURAL GAS) [4610]
		IRS NUMBER:				731599053
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-61147
		FILM NUMBER:		03752248

	BUSINESS ADDRESS:	
		STREET 1:		ONE WILLIAMS CENTER
		CITY:			TULSA
		STATE:			OK
		ZIP:			74172
		BUSINESS PHONE:		9185732000

	MAIL ADDRESS:	
		STREET 1:		ONE WILLIAMS CENTER
		CITY:			TULSA
		STATE:			OK
		ZIP:			74171
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>d06904a1sc13dza.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13D
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 1)*


                          Williams Energy Partners L.P.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Units
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   969491 10 9
             -------------------------------------------------------
                                 (CUSIP Number)


                                 Tony L. Gehres
                            4100 One Williams Center
                              Tulsa, Oklahoma 74172
                                 (918) 573-2000
- --------------------------------------------------------------------------------
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
                              and Communications)


                                  June 17, 2003
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



<PAGE>





- ---------------------                                          -----------------
CUSIP NO. 969491 10 9                 13D/A                    PAGE 2 OF 8 PAGES
- ---------------------                                          -----------------

- --------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Williams Energy Services, LLC

- --------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) X

                                                                        (b)
- --------------------------------------------------------------------------------
3         SEC USE ONLY

- --------------------------------------------------------------------------------
4         SOURCE OF FUNDS

          Not Applicable*
- --------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) OR  2(e)

          Not Applicable
- --------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware, United States
- --------------------------------------------------------------------------------
                                 7       SOLE VOTING POWER

                                       -0-
                                 -----------------------------------------------
           NUMBER OF             8       SHARED VOTING POWER
            SHARES
         BENEFICIALLY                  -0-
           OWNED BY              -----------------------------------------------
             EACH                9       SOLE DISPOSITIVE POWER
           REPORTING
            PERSON                     -0-
             WITH                -----------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
                                       -0-
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          -0-
- --------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


- --------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          -0-
- --------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON

          LLC
- --------------------------------------------------------------------------------




<PAGE>


- ---------------------                                          -----------------
CUSIP NO. 969491 10 9                 13D/A                    PAGE 3 OF 8 PAGES
- ---------------------                                          -----------------

- --------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Williams Natural Gas Liquids, Inc.
- --------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) X

                                                                        (b)
- --------------------------------------------------------------------------------
3         SEC USE ONLY

- --------------------------------------------------------------------------------
4         SOURCE OF FUNDS

          Not Applicable*
- --------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) OR  2(e)

          Not Applicable
- --------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware, United States
- --------------------------------------------------------------------------------
                                 7       SOLE VOTING POWER

                                       -0-
                                 -----------------------------------------------
           NUMBER OF             8       SHARED VOTING POWER
            SHARES
         BENEFICIALLY                  -0-
           OWNED BY              -----------------------------------------------
             EACH                9       SOLE DISPOSITIVE POWER
           REPORTING
            PERSON                     -0-
             WITH                -----------------------------------------------
                                 10      SHARED DISPOSITIVE POWER

                                       -0-
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          -0-
- --------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

- --------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          -0-
- --------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON

          CO
- --------------------------------------------------------------------------------


<PAGE>

- ---------------------                                          -----------------
CUSIP NO. 969491 10 9                 13D/A                    PAGE 4 OF 8 PAGES
- ---------------------                                          -----------------

- --------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          The Williams Companies, Inc.
- --------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) X

                                                                        (b)
- --------------------------------------------------------------------------------
3         SEC USE ONLY

- --------------------------------------------------------------------------------
4         SOURCE OF FUNDS

          Not Applicable*
- --------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) OR  2(e)

          Not Applicable.
- --------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware, United States
- --------------------------------------------------------------------------------
                                 7       SOLE VOTING POWER

                                       -0-
           NUMBER OF             -----------------------------------------------
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY
           OWNED BY                    -0-
             EACH                -----------------------------------------------
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON
             WITH                      -0-
                                 -----------------------------------------------
                                 10      SHARED DISPOSITIVE POWER

                                       -0-
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          -0-
- --------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

- --------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          -0-
- --------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON

          CO
- --------------------------------------------------------------------------------

<PAGE>


*INTRODUCTORY NOTE

The Williams Companies, Inc. owns all of the membership interests in Williams
Energy Services, LLC, a Delaware limited liability company ("WES"), and all of
the common stock of Williams Natural Gas Liquids, Inc., a Delaware corporation
("WNGL"), and as such, may have been deemed to beneficially own the Common Units
owned by those two entities. On June 17, 2003, WES and WNGL sold all of their
securities issued by Williams Energy Partners L.P., a Delaware limited
partnership (the "Issuer"), to a new entity formed jointly by private equity
firms Madison Dearborn Partners, LLC and Carlyle/Riverstone Global Energy and
Power Fund II, L.P. This Amendment No. 1 to Schedule 13D (this "Amendment No.
1") is being filed by WES, WNGL, and The Williams Companies, Inc. (collectively,
the "Reporting Persons"), who comprise a group under Rule 13d-5(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment
No. 1 amends the statement on Schedule 13D filed by the Reporting Persons on
February 19, 2001 with respect to Common Units representing limited partnership
interests of the Issuer, which has its principal executive offices at P.O. Box
22186, Tulsa, Oklahoma. In addition to the Items specified below, each other
Item of the Statement to which the information set forth below is relevant is
amended hereby. This Amendment No. 1 has been filed to report that the Reporting
Persons no longer hold any Common Units of the Issuer and each Reporting Person
has therefore ceased to be the owner of more than 5 percent of any class of
securities.

ITEM 2. IDENTITY AND BACKGROUND.

WES and WNGL sold all of their Common Units of the Issuer that they beneficially
own pursuant to the transaction described in Item 5. Accordingly, all Reporting
Persons named in this Schedule 13D are no longer reporting persons.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

ITEM 4. PURPOSE OF THE TRANSACTION.

Not applicable.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         (a)      Number of Common Units or other securities of the Issuer
                  beneficially owned by the Reporting Persons: -0-

                  Percentage of class of Common Units beneficially owned by the
                  Reporting Persons: 0.0%

         (b)      Number of Common Units as to which, with respect to the
                  Reporting Persons, there is sole power to vote or direct the
                  vote, shared power to vote or to direct the vote, sole power
                  to dispose or to direct the disposition, or shared power to
                  dispose or direct the disposition: -0-

         (c)      On June 17, 2003, WES and WNGL sold all of their securities
                  issued by the Issuer to WEG Acquisitions, L.P. ("Buyer"), a
                  new entity formed jointly by private equity firms Madison
                  Dearborn Partners, LLC and Carlyle/Riverstone Global Energy
                  and Power Fund II, L.P. The securities sold in that
                  transaction included: (1) 757,193 Common Units and 4,589,193
                  Subordinated Units owned of record by WES; (2) 322,501 Common
                  Units and 1,090,501 Subordinated Units owned of record by
                  WNGL; and (3) 7,830,924 Class B Common Units owned of record
                  by Williams GP LLC, an indirect wholly owned subsidiary of The
                  Williams Companies, Inc. The consideration for the sale of
                  such units was $509,868,000 together with the rights to
                  potentially receive the additional amounts described in
                  Subsection (d) of this Item 5. The transaction was effected
                  pursuant to the Purchase Agreement, dated April 18, 2003, by
                  and among, WES, WNGL, Williams GP LLC, and Buyer (filed as
                  Exhibit 99.1 to the report on Form 8-K of The Williams
                  Companies, Inc., dated April 18, 2003),



<PAGE>

                  which is incorporated herein by reference, as amended by
                  Amendment No. 1 to the Purchase Agreement filed herewith (as
                  amended, the "Purchase Agreement").

         (d)      Subject to the limitations described therein and as more
                  particularly described therein, the Purchase Agreement
                  provides that WES, WNGL, and Williams GP LLC will be entitled
                  to (i) a payment from the Buyer if it sells Common Units or
                  Subordinated Units or such units are redeemed by the Issuer at
                  net prices exceeding $37.50 per unit and (ii) a payment from
                  the Buyer of an amount based on a portion of the Issuer
                  distributions for the second quarter of 2003 with respect to
                  the units sold by the Reporting Persons and Williams GP LLC.

         (e)      On June 17, 2003, the Reporting Persons ceased to be the
                  beneficial owners of more than five percent of the Common
                  Units.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

                      *Exhibit 1.      Purchase Agreement, dated April 18, 2003,
                                       by and among, Williams Energy Services,
                                       LLC, Williams Natural Gas Liquids, Inc.,
                                       Williams GP LLC, and WEG Acquisitions,
                                       L.P. (filed as Exhibit 99.1 to the report
                                       on Form 8-K of The Williams Companies,
                                       Inc., dated April 18, 2003).

                      Exhibit 2        Amendment No. 1 to Purchase Agreement, by
                                       and among Williams Energy Services, LLC,
                                       Williams Natural Gas Liquids, Inc. and
                                       Williams GP LLC, dated as of May 5, 2003.

                      *Exhibit 3       Joint Filing Agreement among the parties
                                       regarding the filing of Schedule 13D,
                                       dated February 19, 2001 (filed as Exhibit
                                       B to Schedule 13D of Williams Energy
                                       Services, LLC, Williams Natural Gas
                                       Liquids, Inc., and The Williams
                                       Companies, Inc., filed on February 19,
                                       2001).

         * Each such exhibit has heretofore been filed with the Securities and
         Exchange Commission as part of the filing indicated and is incorporated
         herein by reference.

<PAGE>


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 20, 2003

                                          WILLIAMS ENERGY SERVICES, LLC



                                          By: /s/ PHILLIP D. WRIGHT
                                             ----------------------------------
                                          Name:  Phillip D. Wright
                                          Title: Senior Vice President


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 20, 2003

                                          WILLIAMS NATURAL GAS LIQUIDS, INC.



                                          By: /s/ PHILLIP D. WRIGHT
                                             ----------------------------------
                                          Name:    Phillip D. Wright
                                          Title:   Senior Vice President



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 20, 2003

                                          THE WILLIAMS COMPANIES, INC.



                                          By: /s/ PHILLIP D. WRIGHT
                                             ----------------------------------
                                          Name:    Phillip D. Wright
                                          Title:   Senior Vice President


<PAGE>


                                  EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT NUMBER                                      DESCRIPTION
<S>                                  <C>
*Exhibit 1                           Purchase Agreement, dated April 18, 2003,
                                     by and among, Williams Energy Services,
                                     LLC, Williams Natural Gas Liquids, Inc.,
                                     Williams GP LLC, and WEG Acquisitions, L.P.
                                     (filed as Exhibit 99.1 to the report on
                                     Form 8-K of The Williams Companies, Inc.,
                                     dated April 18, 2003).

Exhibit 2                            Amendment No. 1 to Purchase Agreement, by
                                     and among Williams Energy Services, LLC,
                                     Williams Natural Gas Liquids, Inc. and
                                     Williams GP LLC, dated as of May 5, 2003.

*Exhibit 3                           Joint Filing Agreement among the parties
                                     regarding the filing of Schedule 13D, dated
                                     February 19, 2001 (filed as Exhibit B to
                                     Schedule 13D of Williams Energy Services,
                                     LLC, Williams Natural Gas Liquids, Inc.,
                                     and The Williams Companies, Inc., filed on
                                     February 19, 2001).
</Table>

* Each such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>d06904a1exv99w2.txt
<DESCRIPTION>AMENDMENT NO. 1 TO PURCHASE AGREEMENT
<TEXT>
<PAGE>


                                                                       EXHIBIT 2


                                                                  Execution Copy

                                 AMENDMENT NO. 1

                                       TO

                               PURCHASE AGREEMENT,

                           DATED AS OF APRIL 18, 2003,

                                  BY AND AMONG

                         WILLIAMS ENERGY SERVICES, LLC,

                     WILLIAMS NATURAL GAS LIQUIDS, INC. AND

                                 WILLIAMS GP LLC


                        COLLECTIVELY, AS SELLING PARTIES,

                                       AND

                             WEG ACQUISITIONS, L.P.
                         A DELAWARE LIMITED PARTNERSHIP,
                                    AS BUYER,

                          FOR THE PURCHASE AND SALE OF

                       (i) ALL THE MEMBERSHIP INTERESTS OF

                                   WEG GP LLC
                      A DELAWARE LIMITED LIABILITY COMPANY,

             (ii) ALL OF THE COMMON UNITS AND SUBORDINATED UNITS OF

                          WILLIAMS ENERGY PARTNERS L.P.
                         A DELAWARE LIMITED PARTNERSHIP

  OWNED BY WILLIAMS ENERGY SERVICES, LLC AND WILLIAMS NATURAL GAS LIQUIDS, INC.

                                       AND

                      (iii) ALL THE CLASS B COMMON UNITS OF

                          WILLIAMS ENERGY PARTNERS L.P.
                         A DELAWARE LIMITED PARTNERSHIP


                             DATED AS OF MAY 5, 2003


<PAGE>





                                 AMENDMENT NO. 1


                                       TO


                               PURCHASE AGREEMENT

         THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this "AMENDMENT NO. 1") is
made and entered into as of this 5th day of May 2003, by and among WILLIAMS
ENERGY SERVICES, LLC, a Delaware limited liability company ("WES"), WILLIAMS
NATURAL GAS LIQUIDS, INC., a Delaware corporation ("WNGL"), and WILLIAMS GP LLC,
a Delaware limited liability company (the "OLD COMPANY," and collectively with
WES and WNGL, the "SELLING PARTIES"), and WEG ACQUISITIONS, L.P., a Delaware
limited partnership ("BUYER").


                                   WITNESSETH:

         WHEREAS, the Selling Parties and Buyer have entered into the Purchase
Agreement, dated as of April 18, 2003 (the "PURCHASE AGREEMENT"), pursuant to
which, on the terms and subject to the conditions set forth therein, the Selling
Parties have agreed to sell, and Buyer has agreed to purchase, at the Closing
the Securities (as such terms are defined in the Purchase Agreement); and

         WHEREAS, in accordance with Section 9.8 of the Purchase Agreement, the
Selling Parties and Buyer have agreed to enter into this Amendment No. 1 to
amend the Purchase Agreement to the extent, and only to the extent, specified
below;

         NOW, THEREFORE, in consideration of the mutual terms, conditions and
other agreements set forth herein and in the Purchase Agreement, the parties
hereto agree as follows:

                                    ARTICLE I
                                   AMENDMENTS

         Section 1.1 Capitalized terms used herein but not defined shall have
the meanings assigned to such terms in the Purchase Agreement.

         Section 1.2 The Purchase Agreement is hereby amended by adding the
following provisions to Article IV of the Purchase Agreement, as new Sections
4.22, 4.23, 4.24 and 4.25 of the Purchase Agreement:

         "SECTION 4.22. COMMITMENT REGARDING INDEMNIFICATION PROVISIONS.

         (a) The Selling Parties covenant and agree that prior to Closing the
Selling Parties (i) shall not propose to vote, or vote, the Securities in favor
of, or cause New Company to propose or to adopt, an amendment, modification,
waiver or termination of Section 7.7 or Section 7.8 of the Partnership
Agreement, and (ii) shall not amend, modify, waive or terminate Section 9.01 or
Section 9.02 of the New LLC Agreement, to the extent that such amendment,
modification, waiver or termination under clauses (i) and (ii) above would
affect adversely the



<PAGE>

rights thereunder of any person serving as a member of the Board of Directors of
New Company existing as of the date of this Agreement; provided, however, that
the foregoing covenants and agreements shall not apply to any such amendment,
modification, waiver or termination to the extent required to cause such
provisions (or any portion thereof) to comply with applicable law.

         (b) Buyer covenants and agrees that, during the period that commences
on the Closing Date and ends at 12:01 a.m. New York time on the sixth (6th)
anniversary of the Closing Date (the "STIPULATED PERIOD"), Buyer (i) shall not
propose to vote, or vote, the Securities (or any of the Securities that Buyer
then owns) in favor of, or cause New Company to propose or adopt, any amendment,
modification, waiver or termination of Section 7.7 or Section 7.8 of the
Partnership Agreement and (ii) shall not amend, modify, waive or terminate
Section 9.01 or Section 9.02 of the New LLC Agreement, to the extent that such
amendment, modification, waiver or termination under clauses (i) and (ii) above
would affect adversely the rights thereunder of any person serving as a member
of the Board of Directors of New Company existing as of the date of this
Agreement; provided, however, that the foregoing covenants and agreements shall
not apply to any such amendment, modification, waiver or termination to the
extent required to cause such provisions (or any portion thereof) to comply with
applicable law.

         SECTION 4.23. WEG INSURANCE CONTINUATION.

         (a) The Selling Parties covenant and agree that during the Stipulated
Period, with respect to any person serving as a member of the Board of Directors
of New Company as of the date of this Agreement and who resigns effective at or
before the Closing, the Selling Parties shall make the payments contemplated to
be made by the Selling Parties referred to in clause (b) below on the terms and
conditions specified in this Section 4.23.

         (b) Buyer covenants and agrees that, during the Stipulated Period, with
respect to any person serving as a member of the Board of Directors of New
Company as of the date of this Agreement and who resigns effective at or before
the Closing, Buyer shall use its commercially reasonable efforts to cause the
New Company: (i) to continue in effect the current director and officer
liability insurance policy or policies that New Company has as of the date of
this Agreement, as reflected on Schedule 2.20(a)(ii) hereto, or (ii) upon the
termination or cancellation of any such policy or policies, (A) to provide
director and officer liability insurance in substitution for, or in replacement
of, such cancelled or terminated policy or policies or (B) to provide a "tail"
or "run-off" policy, in each case, so that any person serving as a member of the
Board of Directors of New Company as of the date of this Agreement and who
resigns effective at or before the Closing has coverage thereunder for acts,
events, occurrences or omissions occurring or arising at or prior to the Closing
to the same extent (including, without limitation, policy limits, exclusions and
scope) as such person has coverage for such acts, events, occurrences or
omissions under the director and officer liability insurance policy maintained
by New Company as of the date of this Agreement, as reflected on Schedule
2.20(a)(ii) hereto; provided, however, that in no event shall Buyer or any of
the Partnership Entities be required to spend in excess of 200% of the annual
premium paid as of the date of this Agreement by or on behalf of the Partnership
Entities for such coverage (which amount as of the date of this Agreement is
$2,055,160.46) (the "CURRENT PREMIUM"). Without limiting the immediately
preceding proviso, if the premium required to obtain the amount of coverage
contemplated by clauses (i) or (ii) above would at any time exceed 200% of the
Current Premium Buyer or the


<PAGE>


Partnership Entities shall make a written request to the Selling Parties to pay
the amount of such premium in excess of 200% of the Current Premium, up to 300%
of the Current Premium, and the Selling Parties will make payment to such
requesting party of such amount promptly, and in any event within thirty (30)
calendar days of the date of such request, in immediately available funds to an
account previously designated in writing by the requesting party; provided,
however, that the Selling Parties shall not have any obligation to make any
payments with respect to any amounts of such premium other than the amount
between 200% of the Current Premium and 300% of the Current Premium.

         SECTION 4.24. THIRD-PARTY BENEFICIARY RIGHTS.

         The parties agree that any person serving as a member of the Board of
Directors of New Company as of the date of this Agreement and who resigns
effective at or before the Closing is an intended third-party beneficiary of the
provisions of Section 4.22 and Section 4.23. In the event that the Selling
Parties do not make the payment to the requesting party in the amount that is in
excess of 200% of the Current Premium and up to 300% of the Current Premium, as
provided in Section 4.23(b), within the time period specified in Section
4.23(b), each person serving as a member of the Board of Directors of New
Company as of the date of this Agreement and who resigns effective at or before
the Closing shall have the right, as a third-party beneficiary of Section 4.22
and Section 4.23, to pursue all remedies available to it under this Agreement or
otherwise at law or in equity against any party to this Agreement in order to
enforce its third-party beneficiary rights under this Section 4.24. If a person
serving as a member of the Board of Directors of New Company as of the date of
this Agreement and who resigns effective at or before the Closing enforces its
third-party beneficiary rights under this Section 4.24 against any party to this
Agreement and prevails in a litigation or otherwise in such enforcement of such
third-party rights, the losing party shall reimburse such person in full for all
of such person's costs and expenses (including reasonable attorney's fees)
resulting from, arising out of or related to the enforcement of such third-party
beneficiary rights.

         SECTION 4.25 MODIFICATION OF OMNIBUS AGREEMENT. The Selling Parties and
Buyer agree that the New Omnibus Agreement to be entered into at the Closing
shall provide that no provision of the New Omnibus Agreement with respect to
which any entity comprising the Partnership Entities or the Partnership Group,
as applicable, is a third-party beneficiary can be amended, modified, waived or
terminated without the express prior written approval of the Partnership and if
New Company, in its capacity as the general partner of the Partnership,
determines in its reasonable discretion that such an amendment, modification,
waiver or termination is reasonably likely to adversely affect the holders of
Common Units, such amendment, modification, waiver or termination must also be
approved by Special Approval of the Conflicts Committee (as such terms are
defined in the Partnership Agreement).

         Section 1.3 The second sentence of Section 9.2 of the Purchase
Agreement is hereby amended and restated in its entirety as follows:

         "Except as contemplated by Section 4.24 and Article VIII, nothing in
this Agreement shall confer upon any Person not a party to this Agreement, or
the legal representatives of such Person, any rights or remedies of any nature
or kind whatsoever under or by reason of this Agreement."



<PAGE>

         Section 1.4 Section 9.7 of the Purchase Agreement is hereby amended and
restated in its entirety as follows:

         "Section 9.7 Entire Agreement.

         This Agreement, together with the Disclosure Schedules and the Exhibits
hereto, the Confidentiality Agreement, the Transaction Documents and the
Amendment No. 1 to the Purchase Agreement, dated May 5, 2003, represent the
entire agreement and understanding of the parties with reference to the
transactions set forth herein and therein and no representations or warranties
have been made in connection herewith and therewith other than those expressly
set forth herein or therein. This Agreement, together with the Disclosure
Schedules and the Exhibits hereto, the Confidentiality Agreement, the
Transaction Documents and the Amendment No. 1 to the Purchase Agreement, dated
May 5, 2003, supersede all prior negotiations, discussions, correspondence,
communications, understandings and agreements between the parties relating to
the subject matter hereof or thereof and all prior drafts of such documents, all
of which are merged into such documents. No prior drafts of such documents and
no words or phrases from any such prior drafts shall be admissible into evidence
in any action or suit involving such documents."

         Section 1.5. Section 9.8 of the Purchase Agreement is hereby amended by
inserting the following provision immediately after the final sentence of such
section:

         "Notwithstanding anything to the contrary in this Agreement, Section
4.22 (Commitment Regarding Indemnification Provisions), Section 4.23 (WEG
Insurance Continuation) and Section 4.24 (Third-Party Beneficiary Rights) shall
not be amended, modified, waived or terminated by the parties hereto without the
prior written consent of all persons who are third-party beneficiaries under
Section 4.24 if such amendment, modification, waiver or termination would
adversely affect such third-party beneficiaries' rights under such provisions."



                                   ARTICLE II
                                  MISCELLANEOUS

         SECTION 2.1. SIGNATURES AND COUNTERPARTS. Facsimile transmissions of
any signed original document and/or retransmission of any signed facsimile
transmission shall be the same as delivery of an original. At the request of
Buyer or the Selling Parties, the parties will confirm facsimile transmission by
signing a duplicate original document. This Amendment No. 1 may be executed in
two or more counterparts, each of which shall be deemed an original and all of
which together shall be considered one and the same document.

         SECTION 2.2. GOVERNING LAW. This Amendment No. 1 shall be governed by
and construed in accordance with the internal and substantive laws of New York
and without regard to any conflicts of laws concepts that would apply the
substantive law of some other jurisdiction.

         SECTION 2.3. CONTINUATION OF PURCHASE AGREEMENT. To the extent not
amended hereby, the Purchase Agreement shall remain in full force and effect.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first above written.

         SELLING PARTIES:           WILLIAMS ENERGY SERVICES, LLC


                                    By:      /s/ Phillip D. Wright
                                             -----------------------------------
                                    Name:    Phillip D. Wright
                                    Title:   Authorized Signatory

                                    WILLIAMS NATURAL GAS LIQUIDS, INC.


                                    By:      /s/ Phillip D. Wright
                                             -----------------------------------
                                    Name:    Phillip D. Wright
                                    Title:   Authorized Signatory

                                    WILLIAMS GP LLC

                                    By:      WILLIAMS ENERGY SERVICES, LLC and
                                             WILLIAMS NATURAL GAS LIQUIDS, INC.,
                                             Its Members


                                    By:      /s/ Phillip D. Wright
                                             -----------------------------------
                                    Name:    Phillip D. Wright
                                    Title:   Authorized Signatory


         BUYER:                     WEG ACQUISITIONS, L.P.

                                    By: WEG Acquisition Management, LLC
                                        Its General Partner

                                    By:      /s/ Pierre F. LaPeyre, Jr.
                                             -----------------------------------
                                    Name:    Pierre F. LaPeyre, Jr.
                                    Title:   Authorized Signatory

                                    By:      /s/ Justin S. Huscher
                                             -----------------------------------
                                    Name:    Justin S. Huscher
                                    Title:   Authorized Signatory





</TEXT>
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