<SUBMISSION>
<ACCESSION-NUMBER>0001022321-05-000051
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20051207
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20051207
<DATE-OF-FILING-DATE-CHANGE>20051207
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>GENESIS ENERGY LP
<CIK>0001022321
<ASSIGNED-SIC>5171
<IRS-NUMBER>760513049
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1205
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12295
<FILM-NUMBER>051249404
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>500 DALLAS SUITE 2500
<CITY>HOUSTON
<STATE>TX
<ZIP>77002
<PHONE>7138602500
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<STREET1>500 DALLAS SUITE 2500
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<STATE>TX
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k120705.txt
<DESCRIPTION>FORM 8-K DATED DECEMBER 7, 2005
<TEXT>


===============================================================================


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

                        --------------------------------

                                    FORM 8-K


                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): December 7, 2005


                              GENESIS ENERGY, L.P.
             (Exact name of registrant as specified in its charter)


     Delaware                        1-12295                    76-0513049
(State or other jurisdiction of    (Commission               (I.R.S. Employer
 incorporation or organization)    File Number)             Identification No.)


   500 Dallas, Suite 2500, Houston, Texas                    77002
  (Address of principal executive offices)                (Zip Code)


                          (713) 860-2500 (Registrant's
                     telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

___  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

___  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240-14a-12)

___  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240-14d-2(b))

___  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240-13e-4(c)




===============================================================================


<PAGE>





Item 1.01. Entry into a Material Definitive Agreement.

     Genesis Energy, L.P. ("GELP") entered into a Consent and Amendment (the
"Consent") to its existing credit facility with Genesis Crude Oil, L.P.,
Genesis Energy, Inc., Fleet National Bank, as administrative agent and lender,
U.S. National Bank Association, Guaranty Bank, Bank of Scotland and UFJ Bank
Limited, New York Branch effective as of April 15, 2005. The Consent gives
GELP more flexibility relating to acquisitions.

A copy of the Consent is included in Exhibit 10.1 attached hereto.

Item 9.01.  Financial Statements and Exhibits

     (c)  Exhibits

            The following materials are filed as exhibits to this Current Report
on Form 8-K.

            Exhibit.

            10.1     Consent and Amendment effective as of April 15, 2005, to
                     the Credit  Agreement dated as of June 1, 2004
                     among Genesis Crude Oil, L.P., Genesis Energy,  Inc.,
                     Genesis Energy, L.P., Fleet National Bank and certain
                     financial institutions.



                                   SIGNATURES



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



                                  GENESIS ENERGY, L.P.
                                 (A Delaware Limited Partnership)

                                 By: GENESIS ENERGY, INC., as
                                         General Partner


Date:  December 7, 2005          By:     /s/  ROSS A. BENAVIDES
                                    ----------------------------
                                    Ross A. Benavides
                                    Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>cons.txt
<DESCRIPTION>CONSENT AND AMENDMENT
<TEXT>

                              CONSENT AND AMENDMENT

                                 April 15, 2005

                                    RECITALS:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of June 1, 2004 (as heretofore amended or supplemented, the
"Agreement"), among Genesis Crude Oil, L.P., a Delaware limited partnership
("Borrower"), Genesis Energy, Inc., a Delaware corporation ("General Partner"),
Genesis Energy, L.P. ("Genesis Energy L.P."), a Delaware limited partnership,
Fleet National Bank, as administrative agent ("Administrative Agent"), Fleet
Securities, Inc. as exclusive arranger and book manager and the lenders party
thereto (the "Lenders").  Capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Agreement.

         Borrower has notified Administrative Agent that, during 2004, Borrower
incurred certain one time fees and expenses to implement procedures to comply
with the Sarbanes-Oxley Act (such one-time extraordinary costs and expenses
being herein collectively called the "Compliance Expenses").

         Borrower has requested that Required Lenders treat up to an aggregate
amount not exceeding $1,100,000 of the Compliance Expenses as "extraordinary
losses" with respect to the first Fiscal Quarter of 2005 for purposes of clause
(ii) of the definition of Consolidated Net Income.

         Additionally, in order to permit certain acquisitions contemplated by
Borrower, Borrower has requested that Required Lenders amend the definition of
"Permitted Acquisition" to allow Borrower to acquire assets involved in the
processing of Petroleum Inventory or carbon dioxide.

                                   AGREEMENT:

         The undersigned Lenders hereby consent to the treatment of up to an
aggregate amount not exceeding $1,100,000 of the Compliance Expenses as
"extraordinary losses" during the first Fiscal Quarter of 2005 for purposes of
clause (ii) of the definition of Consolidated Net Income.

         Borrower, the Required Lenders and the Administrative Agent hereby
agree that, subject to the terms and conditions set forth herein, effective as
of the date hereof, the definition of "Permitted Acquisition" in Section 1.01 of
the Agreement is amended in its entirety to read as follows:

                  "Permitted Acquisitions" means (A) the acquisition of all of
         the capital stock or other equity interest in a Person (exclusive of
         general partner interests held by General Partner not in excess of a 1%
         economic interest and exclusive of director qualifying shares and other
         Equity Interests required to be held by an Affiliate to comply with a
         requirement of Law), including an acquisition through a merger or
         consolidation of such Person with or into a Loan Party or (B) any other
         acquisition of all or a portion of the business, assets or operations
         of a Person (whether in a single transaction or a series of related
         transactions); provided that (i) prior to and after giving effect to
         such acquisition no Default or Event of Default shall have occurred and
         be continuing; (ii) all representations and warranties shall be true
         and correct as if restated immediately following the consummation of
         such acquisition; (iii) substantially all of such business, assets and
         operations so acquired, or of the Person so acquired, consists of
         marketing, gathering, transportation, storage, terminaling, processing
         and pipeline operation of Petroleum Inventory or carbon dioxide;
         provided, however that Administrative Agent shall have the reasonable
         opportunity to review the due diligence conducted for the acquisition
         of any processing business, assets and operations, including but not
         limited to supply and sales contracts; and (iv) such acquisition is
         either (x) for a purchase price not to exceed $25,000,000 for any
         Denbury Carbon Dioxide Acquisition described in Schedule 1.1 or (y) for
         a purchase price not to exceed $15,000,000 for each other acquisition,
         or for a series of related acquisitions, from and after the date of
         this Agreement.

         This Consent and Amendment shall become effective as of the date first
above written when, and only when, (a) Administrative Agent shall have received,
at Administrative Agent's Office on or before April 15, 2005, (i) a counterpart
of this Consent and Amendment executed and delivered by Borrower, General
Partner, Genesis Energy, L.P. and Required Lenders and (ii) and a counterpart of
the Consent and Agreement to this Consent and Amendment executed and delivered
by Genesis Pipeline Texas, L.P. and Genesis Pipeline USA, L.P. and (b)
Administrative Agent shall have received, for the account of each Lender who
executes this Consent and Amendment on or before April 15, 2005, an amendment
fee equal to 0.10% of the aggregate Commitment of such Lender.

         Borrower, General Partner and Genesis Energy L.P., each hereby
represent and warrant to Administrative Agent and each Lender the following:

         (a) Immediately after giving effect to this Consent and Amendment there
shall exist no Default or Event of Default and immediately after giving effect
to this Consent and Amendment all representations and warranties contained
herein, in the Agreement or otherwise made in writing by any Loan Party in
connection herewith or therewith shall be true and correct in all material
respects with the same force and effect as if those representations and
warranties had been made on and as of the date hereof.

         (b) The representations and warranties contained in the Loan Documents
are true and correct at and as of the time of the effectiveness hereof.

         (c) Loan Parties (i) are duly authorized to execute and deliver any
documents hereunder to which they are a party and are and will continue to be
duly authorized to perform their obligations thereunder and (ii) have duly taken
all corporate or other entity action necessary to authorize the execution and
delivery of said documents to which they are a party and to authorize the
performance of the obligations of such Loan Party thereunder.

         Except as expressly waived or agreed herein, all covenants, obligations
and agreements of the Restricted Persons contained in the Agreement shall remain
in full force and effect in accordance with their terms. Without limitation of
the foregoing, the consents, waivers and agreements set forth herein are limited
precisely to the extent set forth herein and shall not be deemed to (a) be a
consent or agreement to, or waiver or modification of, any other term or
condition of the Agreement or any of the documents referred to therein, or (b)
except as expressly set forth herein, prejudice any right or rights which
Administrative Agent and Lenders may now have or may have in the future under or
in connection with the Agreement or any of the documents referred to therein.
Except as expressly modified or amended hereby, the terms and provisions of the
Agreement and any other documents or instruments executed in connection with any
of the foregoing, are and shall remain in full force and effect, and the same
are hereby ratified and confirmed by Borrower, General Partner and Genesis
Energy L.P. in all respects. Any reference to the Agreement in any Loan Document
shall be deemed to be a reference to the Agreement as modified and amended
hereby. The Agreement as hereby amended is hereby ratified and confirmed in all
respects.

         Borrower, General Partner and Genesis Energy L.P. agree to reimburse
and save Administrative Agent harmless from and against liabilities for the
payment of all out-of-pocket costs and expenses arising in connection with the
preparation, execution, delivery, amendment, modification, waiver and
enforcement of, or the preservation of any rights under, this Consent and
Amendment, including, without limitation, the reasonable fees and expenses of
legal counsel to Administrative Agent which may be payable in respect of, or in
respect of any modification of, this Consent and Amendment.

         This Consent and Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and be governed by the
laws of the State of New York.

         This Consent and Amendment is a "Loan Document" as defined and
described in the Agreement and all of the terms and provisions of the Agreement
relating to Loan Documents shall apply hereto.

         This Consent and Amendment may be separately executed in counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed shall be deemed to constitute one and the same agreement.

         THIS CONSENT AND AMENDMENT AND THE DOCUMENTS REFERRED TO HEREIN
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                  [Remainder of page intentionally left blank.]


<PAGE>




         IN WITNESS WHEREOF, the undersigned parties have executed this Consent
and Amendment as of the date first written above.

                             FLEET NATIONAL BANK,
                             in its capacity as Administrative Agent and as a
                             Lender

                             By: /s/ Gregory B. Hanson
                             Name:  Gregory B. Hanson
                             Title:  Vice President

                             GENESIS CRUDE OIL, L.P.

                             By:  Genesis Energy, Inc., its General Partner


                             By: /s/ Ross A. Benavides
                             Ross A. Benavides, Chief Financial Officer


                             GENESIS ENERGY, INC.


                             By: /s/ Ross A. Benavides
                             Ross A. Benavides, Chief Financial Officer



                             GENESIS ENERGY, L.P.

                             By:  Genesis Energy, Inc., its General Partner


                             By: /s/ Ross A. Benavides
                             Ross A. Benavides, Chief Financial Officer


<PAGE>



                     Signature Page to Consent and Amendment
                              dated April 15, 2005


         In Witness Whereof, the undersigned Lender hereby enters into the
Consent and Amendment dated as of April 15, 2005 among Genesis Crude Oil, L.P.,
Genesis Energy, Inc., Genesis Energy, L.P., Fleet National Bank, as
Administrative Agent and the Lender's signatory thereto.


                              U.S.Bank National Association
                              Name of Lender


                              By: /s/  Monte E. Deckerd
                              Name:  Monte E. Deckerd
                              Title:  Vice President



<PAGE>



                     Signature Page to Consent and Amendment
                              dated April 15, 2005


         In Witness Whereof, the undersigned Lender hereby enters into the
Consent and Amendment dated as of April 15, 2005 among Genesis Crude Oil, L.P.,
Genesis Energy, Inc., Genesis Energy, L.P., Fleet National Bank, as
Administrative Agent and the Lender's signatory thereto.


                               GUARANTY BANK
                               Name of Lender


                               By: /s/  Jim R. Hamilton
                               Name:  Jim R. Hamilton
                               Title:  Senior Vice President



<PAGE>


                     Signature Page to Consent and Amendment
                              dated April 15, 2005


         In Witness Whereof, the undersigned Lender hereby enters into the
Consent and Amendment dated as of April 15, 2005 among Genesis Crude Oil, L.P.,
Genesis Energy, Inc., Genesis Energy, L.P., Fleet National Bank, as
Administrative Agent and the Lender's signatory thereto.


                                BANK OF SCOTLAND
                                Name of Lender


                                By: /s/  Amena Nabi
                                Name:  Amena Nabi
                                Title:  Assistant Vice President



<PAGE>


                     Signature Page to Consent and Amendment
                              dated April 15, 2005


         In Witness Whereof, the undersigned Lender hereby enters into the
Consent and Amendment dated as of April 15, 2005 among Genesis Crude Oil, L.P.,
Genesis Energy, Inc., Genesis Energy, L.P., Fleet National Bank, as
Administrative Agent and the Lender's signatory thereto.


                                 UFJ BANK LIMITED, NEW YORK BRANCH
                                 Name of Lender


                                 By: /s/  L. J. Perenyi
                                 Name:  L. J. Perenyi
                                 Title:  Vice President





<PAGE>



                              CONSENT AND AGREEMENT

         Each of the undersigned hereby consents to the provisions of this
Consent and Amendment, hereby ratifies and confirms the Loan Documents, as
defined in the Agreement, to which it is a party and agrees that its obligations
and covenants thereunder are unimpaired hereby and shall remain in full force
and effect.



                                 GENESIS PIPELINE TEXAS, L.P.
                                 By:  GENESIS ENERGY, INC., its general partner


                                 By:       /s/  Ross A. Benavides
                                      Ross A. Benavides
                                      Chief Financial Officer


                                 GENESIS PIPELINE USA, L.P.
                                 By:  GENESIS ENERGY, INC., its general partner


                                 By:      /s/ Ross A. Benavides
                                      Ross A. Benavides
                                      Chief Financial Officer


</TEXT>
</DOCUMENT>
</SUBMISSION>
