<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-000031
<TYPE>8-K
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<PERIOD>20020102
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020103
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WILLIAMS ENERGY PARTNERS L P
<CIK>0001126975
<ASSIGNED-SIC>4610
<IRS-NUMBER>731599053
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-16335
<FILM-NUMBER>2501177
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
<STATE>OK
<ZIP>74172
<PHONE>9185732000
</BUSINESS-ADDRESS>
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<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
<STATE>OK
<ZIP>74171
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<FILENAME>d93241e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       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):  January 2, 2002
                                                   ---------------



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


<Table>
<S>                           <C>                    <C>
        Delaware                    1-16335                 73-1599053
    ---------------               -----------            ----------------
    (State or other               (Commission            (I.R.S. Employer
     jurisdiction of              File Number)           Identification No.)
     incorporation)
</Table>



                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)


<PAGE>


Item 5. Other Events.

         On January 2, 2002, Williams Energy Partners L.P. (the "Partnership")
reported that it had purchased a natural gas liquids pipeline from Aux Sable
Liquid Products L.P. for $8.9 million.

Item 7. Financial Statements and Exhibits.

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

         Exhibit 99.1  Copy of the Partnership's press release dated January
                       2, 2002, publicly announcing the information reported
                       herein.

         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: January 3, 2002                  /s/ Suzanne H. Costin
                                       --------------------------
                                       Name:  Suzanne H. Costin
                                       Title: Corporate Secretary



<PAGE>


                                INDEX TO EXHIBITS


<Table>
<Caption>
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
<S>               <C>
99.1              Copy of the Partnership's press release dated January 2, 2002,
                  publicly announcing the information reported herein.
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d93241ex99-1.txt
<DESCRIPTION>COPY OF PARTNERSHIP'S PRESS RELEASE DATED 1/2/02
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.1




NEWSRELEASE                                                    [WILLIAMS LOGO]

NYSE:WEG
-------------------------------------------------------------------------------

                             [WILLIAMS LETTERHEAD]



   WILLIAMS ENERGY PARTNERS L.P. BUYS NGL PIPELINE FROM AUX SABLE LIQUID
PRODUCTS L.P.

         TULSA, Okla. - Williams Energy Partners L.P. (NYSE:WEG) has purchased a
natural gas liquids pipeline from Aux Sable Liquid Products L.P. for $8.9
million. The transaction is expected to be 2 cents to 3 cents per unit accretive
to cash flow on an annualized basis.

         The 8.5-mile, 8-inch diameter pipeline extends from Aux Sable's gas
processing plant in Channahon, Ill., to a petroleum refinery in Joliet, Ill.,
and another nearby natural gas liquids pipeline. Aux Sable has contracted with
the partnership for continued exclusive use of the line being purchased.

         Phil Wright, president of Williams Energy Partners L.P. said, "The
pipeline we're purchasing is strategically located, handles liquids produced
from the growing western Canadian supply basin and is backed by a long-term
contract with Aux Sable to ensure an attractive return to Williams Energy
Partners.

         "This is another transaction that occurred as a result of our
relationship with Williams (NYSE:WMB), who is one of five partners in Aux Sable,
and enhances our ability to increase cash distributions to our investors,"
Wright added.

ABOUT WILLIAMS ENERGY PARTNERS L.P.

Williams Energy Partners L.P. was formed to own, operate and acquire a
diversified portfolio of


<PAGE>

energy assets. The partnership is engaged principally in the storage,
transportation and distribution of refined petroleum products and ammonia. The
general partner is a unit of Williams (NYSE:WMB), which specializes in a broad
array of energy-related services, including energy marketing and trading and
natural gas pipeline transportation.


                                       ###



Portions of this document may constitute "forward-looking statements" as defined
by federal law. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected. Examples of such
uncertainties and risk factors include, but are not limited to, changes in the
price for crude oil, changes in demand for refined petroleum products, adverse
developments affecting our ammonia pipeline customers, changes in federal
government policies affecting farm subsidies, changes to cost estimates relating
to specific acquisitions, changes in economic and industry conditions and
changes in regulatory requirements (including changes in environmental
requirements). These and other factors are set forth in the Partnership's Form
10-K for the year 2000 filed with the Securities and Exchange Commission.



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