<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-000269
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20011108
<ITEMS>2
<ITEMS>7
<FILING-DATE>20020114
<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/A
<ACT>34
<FILE-NUMBER>001-16335
<FILM-NUMBER>2508992
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
<STATE>OK
<ZIP>74172
<PHONE>9185732000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
<STATE>OK
<ZIP>74171
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>d93411ae8-ka.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             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):  November 8, 2001
                                                  -------------------


                          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 2.  Acquisition of Assets.

         On November 8, 2001, Williams Energy Partners L.P. (the "Partnership")
reported that it had purchased the crude oil storage and distribution assets of
Geonet Gathering, Inc. for $20 million effective October 31, 2001. The
consideration for the acquisition was determined by arms-length negotiation
among the parties. The purchase price was funded with borrowings under the
Partnership's existing credit facility, led by Bank of America. The Partnership
intends to use the facility as a crude storage and distribution facility with an
affiliate company as its primary customer.

         The Partnership incorrectly filed on November 12, 2001, an Item 5 Form
8-K to report such information instead of an Item 2 Form 8-K. This amended Form
8-K corrects such mistake and attaches the exhibits required by Item 2 and Item
7 of Form 8-K.

Item 7.  Financial Statements and Exhibits

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

         Exhibit  23    Consent of independent accountants to the use of their
                        report dated May 18, 2001 relating to the financial
                        statements of Geonet Gathering, Inc. as of December 31,
                        2000 and for the year then ended in the current report
                        on Form 8-K of Williams Energy Partners L.P.

         Exhibit 99.1   Copy of the Partnership's press release dated November
                        8, 2001, publicly announcing the information reported
                        herein.

         Exhibit 99.2   Pro forma balance sheet as of September 30, 2001, and
                        pro forma statements of income for the year ended
                        December 31, 2000 and the nine months ended September
                        30, 2001.

         Exhibit 99.3   The financial statements with report of independent
                        accountants for Geonet Gathering, Inc. as of and for the
                        year ended December 31, 2000 and the interim financial
                        statements as of and for the nine months ended
                        September 30, 2001.

         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 11, 2002                 /s/ Suzanne H. Costin
                                       ----------------------------------------
                                       Name: Suzanne H. Costin
                                       Title:   Corporate Secretary


                                       2
<PAGE>
                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                     DESCRIPTION
-------                    -----------
<S>                        <C>
23                         Consent of independent accountants to the use of their report dated May 18, 2001
                           relating to the financial statements of Geonet Gathering, Inc. as of December 31,
                           2000 and for the year then ended, in the current report on Form 8-K of Williams
                           Energy Partners L.P.

99.1                       Copy of the Partnership's press release dated November 8, 2001, publicly announcing
                           the information reported herein.

99.2                       Pro forma balance sheet as of September 30, 2001, and pro forma statements of
                           income for the year ended December 31, 2000 and the nine months ended September 30,
                           2001.

99.3                       The financial statements with report of independent accountants for Geonet
                           Gathering, Inc. as of and for the years ended December 31, 2000 and the interim
                           financial statements as of and for the nine months ended September 30, 2001.

</Table>







                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>d93411aex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
                                                                     EXHIBIT 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Current Report on Form 8-K of Williams
Energy Partners L.P. of our report dated May 18, 2001 relating to the financial
statements of Geonet Gathering, Inc. as of December 31, 2000 and for the year
then ended.




/s/ Ham, Langston & Brezina
---------------------------

Houston, Texas
January 10, 2002






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>d93411aex99-1.txt
<DESCRIPTION>COPY OF PARTNERSHIP'S PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

[WILLIAMS LOGO]


--------------------------------------------------------------------------------
11/08/2001                                             Williams Energy Partners

     WILLIAMS ENERGY PARTNERS L.P. PURCHASES LOUISIANA CRUDE OIL FACILITIES

TULSA -- Williams Energy Partners L.P. (NYSE: WEG) has purchased the crude oil
storage and distribution assets of Geonet Gathering, Inc., for $20 million. The
transaction became effective Oct. 31.

The transaction is expected to be 7 cents to 9 cents per unit accretive to cash
flow on an annualized basis and will be backed by a nine-year, 100 percent
utilization agreement with Williams' (NYSE:WMB) energy marketing and trading
unit.

Geonet is a privately-held Texas corporation that provides crude oil gathering,
storage and distribution along the intracoastal waterway in southern Louisiana.

The partnership's purchase covers three pipelines in Louisiana's Terrebonne
Parish that have a combined capacity to distribute up to 60,000 barrels per day
of crude oil from a storage facility into pipeline interconnects. The
acquisition also includes long-term lease agreements for 56,000 barrels of crude
oil storage, two barge docks and a truck loading rack.

Phil Wright, president of Williams Energy Partners L.P. said, "This acquisition
represents another example of how we can work with our general partner,
Williams, to grow long-term, stable cash flows while minimizing the
partnership's exposure to commodity prices."

Including the Geonet facilities, Williams Energy Partners has a total of five
marine terminals. The partnership already has marine facilities in New Haven,
Conn., Galena Park, Texas, Corpus Christi, Texas, and Marrero, La.

About Williams Energy Partners L.P.

Williams Energy Partners L.P. was formed to own, operate and acquire a
diversified portfolio of energy assets. The partnership is engaged principally
in the storage, transportation and distribution of refined petroleum products
and ammonia. The general partner of WEG 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



<PAGE>
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.


Contact Information:

<Table>
<S>                                            <C>
Kelly Swan, Media Relations                    Paula Farrell, Investor Relations
(918) 573-6932                                 (918) 573-9233
kelly.swan@williams.com                        paula.farrell@williams.com

</Table>


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>d93411aex99-2.txt
<DESCRIPTION>PRO FORMA BALANCE SHEET & STATEMENTS OF INCOME
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

                          WILLIAMS ENERGY PARTNERS L.P.
                             PRO FORMA BALANCE SHEET
                               SEPTEMBER 30, 2001
                                  IN THOUSANDS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                   Williams        Geonet
                                                                    Energy       Gathering,
                                                                   Partners         Inc.           Pro Forma            Pro Forma
                                                                  Historical     Historical       Adjustments           Combined
                                                                 ------------    -----------      ------------        -----------
<S>                                                                  <C>            <C>            <C>                  <C>
ASSETS:
   Current assets:
      Cash ................................................          $  6,763       $  4,794       $  20,000(a)         $   6,502
                                                                                                     (19,140)(b)
                                                                                                      (1,000)(b)
                                                                                                        (121)(b)
                                                                                                      (4,794)(d)
      Accounts receivable .................................            15,678         43,045         (43,045)(d)           15,678
      Affiliate receivable ................................             2,291             --              --                2,291
      Other current assets ................................               491            360            (360)(d)              491
                                                                     --------       --------       ----------           ---------
          Total current assets ............................          $ 25,223       $ 48,199       $ (48,460)           $  24,962
   Property, plant and equipment ..........................          $369,561       $  5,599       $   4,568(b)         $ 374,129
                                                                                                      (5,599)(d)
   Less: accumulated depreciation and amortization ........            48,515          1,067          (1,067)(d)           48,515
                                                                     --------       --------       ----------           ---------
   Net property, plant and equipment ......................          $321,046       $  4,532       $      36            $ 325,614
   Goodwill and Intangibles ...............................             8,848             --          15,696(b)            25,396
                                                                                                         852(c)
   Affiliate long-term accounts receivable ................             1,287             --              --                1,287
   Long-term receivable ...................................               262             --              --                  262
   Other noncurrent assets ................................             1,631            126            (126)(d)            1,631
                                                                     --------       --------       ----------           ---------
      Total assets ........................................          $358,297       $ 52,857       $ (32,002)           $ 379,152
                                                                     ========       ========       ==========           =========

LIABILITIES AND CAPITAL:
   Accounts payable........................................          $  2,760       $ 44,322        $(44,322)(d)        $   2,760
   Affiliate payable ......................................               216             --              --                  216
   Accrued payroll taxes and benefits .....................               660             --              --                  660
   Accrued taxes other than income ........................             2,636             --               3(b)             2,639
   Accrued interest payable ...............................               269             --              --                  269
   Accrued state income taxes..............................                --            111            (111)(d)               -
   Environmental liabilities ..............................               486             --              --                  486
   Other current liabilities ..............................               811             14             150(c)               961
                                                                                                         (14)(d)
                                                                     --------       --------       ----------           ---------
      Total current liabilities ...........................           $ 7,838       $ 44,447        $(44,294)           $   7,991

   Long-term debt .........................................           119,500             --          20,000(a)           139,500
   Long-term affiliate payable ............................               902          4,890          (4,890)(d)              902
   Long-term affiliate interest payable ...................                --          1,153          (1,153)(d)               --
   Other deferred liabilities .............................               284             --              --                  284
   Other long-term liabilities ............................                --             --             702(c)               702
   Environmental liabilities ..............................             1,789             --                                1,789
   Partners' capital:
      Stockholder's equity ................................          $     --       $  2,367          (2,367)(d)        $      --
      Common unitholders ..................................           111,712             --              --              111,712
      Subordinated unitholders ............................           111,712             --              --              111,712
      General partner .....................................             4,560             --              --                4,560
                                                                     --------       --------       ----------           ---------
         Total partners' capital ..........................          $227,984       $  2,367       $  (2,367)           $ 227,984
                                                                     --------       --------       ----------           ---------
             Total liabilities and partners' capital ......          $358,297       $ 52,857       $ (32,002)           $ 379,152
                                                                     ========       ========       ==========           =========
</Table>



            See accompanying notes to pro forma financial statements.


<PAGE>


                          WILLIAMS ENERGY PARTNERS L.P.
                         PRO FORMA STATEMENTS OF INCOME
                    (IN THOUSANDS - EXCEPT PER UNIT AMOUNTS)
                                   (UNAUDITED)

<Table>
<Caption>


                                     YEAR ENDED DECEMBER 31, 2000                     NINE MONTHS ENDED SEPTEMBER 30, 2001
                          -------------------------------------------------   ----------------------------------------------------
                           WILLIAMS                                            WILLIAMS
                            ENERGY       GEONET                      PRO        ENERGY       GEONET
                           PARTNERS     GATHERING    PRO FORMA      FORMA      PARTNERS     GATHERING    PRO FORMA      PRO FORMA
                          HISTORICAL   HISTORICAL   ADJUSTMENTS    COMBINED   HISTORICAL   HISTORICAL   ADJUSTMENTS     COMBINED
                          ----------   ----------   -----------    --------   -----------  ----------   ----------     ----------
<S>                       <C>          <C>          <C>            <C>        <C>          <C>          <C>            <C>
Revenues...............   $  72,492    $ 572,194    $(572,194)(e)  $ 76,522   $   63,710   $ 423,273    $(423,273)(e)  $  66,733
                                                        4,030(f)                                            3,023(f)
Costs and expenses:
  Costs of good sold...   $      --    $ 552,574    $(552,574)(e)  $     --   $       --   $ 408,165    $(408,165)(e)  $      --
  Operating expenses ..      33,489       16,236      (15,412)(e)    34,313       25,906      11,899      (11,151)(e)     26,654
  Depreciation &
    Amortization.......       9,333          300          880 (g)    10,513        8,506         249          636 (g)      9,391
  General and
    administrative
    expense ...........      11,963          790           --        12,753        6,544         544           --          7,088
                          ---------    ---------    ---------      --------   ----------   ---------    ---------      ---------

    Total costs and
      expenses ........   $  54,785    $ 569,900    $(567,106)     $ 57,579   $   40,956   $ 420,857    $(418,680)     $  43,133
                          ---------    ---------    ---------      --------   ----------   ---------    ---------      ---------
Operating profit ......   $  17,707    $  2,294     $  (1,058)     $ 18,943   $   22,754   $   2,416    $  (1,570)     $  23,600
Interest expense ......     (12,873)         (4)       (1,402)(h)   (14,279)      (5,606)       (357)        (354)(h)     (6,317)
Interest capitalized ..          46          --            --            46           --          --           --             --
Other income (expense).         (33)         --            --           (33)          --          --           --             --
                          ---------    ---------    ---------      --------   ----------   ---------    ---------      ---------
Income before income
    taxes .............   $   4,847    $   2,290    $  (2,460)     $  4,677   $   17,148   $   2,059    $  (1,924)     $  17,283
Provision for
    income taxes ......       1,842          166         (231)(i)     1,777          187          --          --             187
                          ---------    ---------    ---------      --------   ----------   ---------    ---------      ---------
Net income ............   $   3,005    $   2,124    $  (2,229)     $  2,900   $   16,961   $   2,059    $  (1,924)     $  17,096
                          =========    =========    =========      ========   ==========   =========    =========      =========

Allocation of 2001
 Net Income:
Applicable to
 Jan. 1  through
 Feb. 9, 2001 .........                                                                                                      304

Applicable to period
 after Feb. 9, 2001 ...                                                                                                   16,792
                                                                                                                       ---------
      Net Income ......                                                                                                   17,096

General partner's
 interest in net
 income ...............                                                  (k)                                                 336(j)
                                                                                                                       ---------

Limited partner's
 interest in net
 income (post
 Feb. 9)...............                                                                                                $  16,456
                                                                                                                       =========

Net income per
 limited  partner's
 Unit .................                                                                                                 $   1.45(j)
                                                                                                                      ==========

Weighted average
 number of  limited
 partners units
 outstanding ..........                                                                                                   11,359
                                                                                                                      ==========
</Table>











            See accompanying notes to pro forma financial statements.


<PAGE>


                          WILLIAMS ENERGY PARTNERS L.P.
                     NOTES TO PRO FORMA FINANCIAL STATEMENTS
                    DECEMBER 31, 2000 AND SEPTEMBER 30, 2001
                                   (UNAUDITED)

     The pro forma adjustments have been prepared as if the purchase of business
from Geonet Gathering, Inc. had taken place on September 30, 2001, in the case
of the pro forma balance sheet or as of January 1, 2000, in the case of the pro
forma statements of income for the year ended December 31, 2000, and the nine
months ended September 30, 2001. The initial public offering of Williams Energy
Partners L.P. (the "Partnership") did not occur until February 9, 2001. As a
result, the pro forma adjustments on the statement of income are made to reflect
the impact of this acquisition on the Partnership's Predecessor, a corporation,
prior to February 9, 2001, and by the Partnership after February 9, 2001.

     The adjustments are based upon currently available information and certain
estimates and assumptions, and therefore the actual adjustments will differ from
the pro forma adjustments. However, management believes that the assumptions
provide a reasonable basis for presenting the significant effects of this
transaction and that the pro forma adjustments give appropriate effect to those
assumptions and are properly applied in the pro forma financial information.


(a)  Represents the proceeds received from borrowing $20.0 million from the
     Partnership's existing acquisition revolver.

(b)  Reflects the purchase of substantially all of the pipeline and terminal
     assets of Geonet Gathering, Inc. with $19.1 million paid directly to
     Geonet, $1.0 million paid to an escrow account and $0.1 million used to pay
     for diligence costs, recording fees, a small percentage ownership in land
     and environmental insurance. The escrow account will be used to offset any
     claims against Geonet regarding representations, warranties and
     indemnifications made by Geonet as a result of the acquisition. The escrow
     agent will liquidate any funds remaining in the escrow account to Geonet on
     October 31, 2002. In addition to the cash disbursed, the Partnership
     assumed a short-term liability for property taxes.

     The acquired assets include two pipelines constructed in 1999 and various
     other terminal improvements and logistics assets with a fair value of $4.6
     million. The remaining purchase price of $15.7 million is comprised of
     intangible assets and goodwill, which result from assigned rights to
     long-term lease agreements on the physical terminal site and the strategic
     location of the assets.

(c)  Represents additional intangible assets and other liabilities associated
     with the acquisition, primarily related to payments to be made to an
     affiliate company to reimburse it for a five-year non-compete agreement it
     has with key personnel of Geonet Gathering, Inc.

(d)  Represents an adjustment for assets, liabilities and equity not assumed in
     the assets acquisition from Geonet Gathering, Inc.

(e)  Reflects a reduction of marketing revenues, cost of goods sold and
     marketing-related operating expenses incurred by Geonet Gathering, Inc. as
     a result of the sale of this marketing business to an affiliate of the
     Partnership. The Partnership will operate and earn income from providing
     terminalling services. Geonet's marketing business included gathering crude
     oil barrels from field well production and incurring expenses to transport
     those barrels through the Geonet facilities and into other pipeline and
     terminal systems.

(f)  Represents the terminalling services fees to be earned by the Partnership,
     under a nine-year, 100% utilization agreement with an affiliate company.

(g)  Reflects additional depreciation on the fixed assets and amortization
     for the intangible and goodwill assets acquired from Geonet Gathering, Inc.
     as a result of the incremental purchase price paid above Geonet's carrying
     value of the assets on their financial statements.


<PAGE>


(h)  Reflects adjustments to properly state interest expense for the $20.0
     million borrowed to acquire the assets of Geonet Gathering, Inc. If the
     assets had been acquired at January 1, 2000, the acquisition would have
     been financed through an intercompany note with The Williams Companies Inc.
     The average interest rate of the note with Williams was 7.03% through
     December 31, 2000. On February 9, 2001, the Partnership's Predecessor
     refinanced its debt through a debt and equity offering. The average
     interest rate at September 30, 2001, for the term loan facility that was a
     result of this refinancing was 4.74%.

(i)  Represents an adjustment of the income taxes incurred by Geonet Gathering,
     Inc. to the rate incurred by the Partnership's Predecessor in 2000 on
     Geonet's pro forma pretax income after adjusting for the removal of
     marketing revenue, cost of goods sold and marketing related operating
     expenses.

(j)  The general partner's allocation of net income is based on its combined 2%
     interest in the Partnership. The general partner's 2% allocation of net
     income has been deducted before calculating the net income per limited
     partners' unit. The computation of net income per limited partner unit
     assumes that 5,679,694 common units and 5,679,694 subordinated units were
     outstanding at all times during the periods presented.

(k)  The initial public offering of Williams Energy Partners L.P. did not occur
     until February 9, 2001. As a result, there were no General or Limited
     Partner interest and no units outstanding for the year 2000.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>d93411aex99-3.txt
<DESCRIPTION>FINANCIAL STATEMENTS
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.3





                             GEONET GATHERING, INC.





                              FINANCIAL STATEMENTS

                     WITH REPORT OF INDEPENDENT ACCOUNTANTS

                 as of and for the year ended December 31, 2000

             and the unaudited statements as of and for nine months

                            ended September 30, 2001







<PAGE>






                             GEONET GATHERING, INC.

                                TABLE OF CONTENTS

                                   ----------

<Table>
<Caption>
                                                                         PAGE(S)
                                                                         -------
<S>                                                                      <C>
Report of Independent Accountants                                              1

Financial Statements:

  Balance Sheets as of September 30, 2001 and
    December 31, 2000                                                          2

  Statements of Operations for the nine months
    ended September 30, 2001 and for the year
    ended December 31, 2000                                                    3

  Statements of Stockholder's Equity (Deficit) for
    the nine months ended September 30, 2001 and
    for the year ended December 31, 2000                                       4

  Statements of Cash Flows for the nine months ended
    September 30, 2001 and for the year ended
    December 31, 2000                                                          5

  Notes to Financial Statements                                             6-13

</Table>













<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
Geonet Gathering, Inc.


We have audited the accompanying balance sheet of Geonet Gathering, Inc. as of
December 31, 2000, and the related statement of operations, stockholders' equity
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Geonet Gathering, Inc. as of
December 31, 2000, and the results of their operations and their cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States.




Houston, Texas
May 18, 2001




                                       -1-

<PAGE>


                             GEONET GATHERING, INC.

                                 BALANCE SHEETS

                                   ----------

<Table>
<Caption>
                                                                                  SEPTEMBER 30,        DECEMBER 31,
     ASSETS                                                                           2001                2000
     ------                                                                       -------------        ------------
                                                                                   (unaudited)
<S>                                                                                <C>                 <C>
Current assets:
  Cash and cash equivalents                                                        $ 4,793,892         $ 7,414,252
  Restricted cash                                                                           --           1,780,622
  Accounts receivable, net of allowance for
    doubtful accounts of $245,000 in 2001
    and 2000                                                                        43,044,830          51,958,464
  Exchange inventory                                                                        --           7,165,239
  Prepaid expenses and other assets                                                    359,854             499,500
                                                                                   -----------         -----------

    Total current assets                                                            48,198,576          68,818,077

Property and equipment, net                                                          4,531,611           4,430,528
Other assets                                                                           126,332             126,332
                                                                                   -----------         -----------
      Total assets                                                                 $52,856,519         $73,374,937
                                                                                   ===========         ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------

Current liabilities:
  Accounts payable                                                                 $44,321,696         $66,650,366
  Accrued liabilities                                                                   14,255              15,000
  Accrued state income taxes payable                                                   110,766             165,795
  Notes payable                                                                             --                  --
                                                                                   -----------         -----------

    Total current liabilities                                                       44,446,717          66,831,161
                                                                                   -----------         -----------

Due to affiliated company                                                            4,890,000           4,380,000

Interest payable to affiliated company                                               1,152,721             865,356
                                                                                   -----------         -----------

      Total liabilities                                                             50,489,438          72,076,517

Stockholder's equity:
  Common stock, $1 par value, 1,000,000
    shares authorized, 1,000 shares issued
    and outstanding                                                                      1,000               1,000
  Additional paid in capital                                                           444,552             444,552
  Retained earnings/deficit                                                          1,921,529             852,868
                                                                                   -----------         -----------


      Total stockholder's equity                                                     2,367,081           1,298,420
                                                                                   -----------         -----------

        Total liabilities and stockholder's
          equity                                                                   $52,856,519         $73,374,937
                                                                                   ===========         ===========

</Table>

                     The accompanying notes are an integral
                      part of these financial statements.

                                      -2-


<PAGE>



                             GEONET GATHERING, INC.

                            STATEMENTS OF OPERATIONS

                                   ----------

<Table>
<Caption>
                                                      NINE MONTHS ENDED           YEAR ENDED
                                                        SEPTEMBER 30,            DECEMBER 31,
                                                            2001                     2000
                                                        ------------             ------------
                                                         (unaudited)
<S>                                                     <C>                      <C>
Operating revenues                                      $423,272,547             $572,193,766
                                                        ------------             ------------

Costs and operating expenses:
  Cost of goods sold                                     408,165,438              552,574,495
  Operating expenses                                      11,898,347               16,234,696
                                                        ------------             ------------

    Total costs and operating expenses                   420,063,785              568,809,191
                                                        ------------             ------------

    Gross margin                                           3,208,762                3,384,575

Selling, general and administrative
  expenses                                                   792,943                1,090,383
                                                        ------------             ------------

      Operating income                                     2,415,819                2,294,192
                                                        ------------             ------------

Other income (expenses):
  Interest income                                            137,531                  447,653
  Interest expense                                          (494,689)                (452,149
                                                        ------------             ------------

    Total other income (expenses)                           (357,158)                  (4,496
                                                        ------------             ------------

Income before provision for state
  income taxes                                             2,058,661                2,289,696

Provision for state income taxes                                  --                  165,795
                                                        ------------             ------------

      Net income                                        $  2,058,661             $  2,123,901
                                                        ============             ============

</Table>







                     The accompanying notes are an integral
                       part of these financial statements.

                                       -3-


<PAGE>


                             GEONET GATHERING, INC.

                  STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)

                                   ----------


<Table>
<Caption>
                                                                                        RETAINED
                                              COMMON STOCK          ADDITIONAL          EARNINGS
                                          --------------------       PAID-IN          (ACCUMULATED
                                          SHARES       AMOUNT        CAPITAL            DEFICIT)             TOTAL
                                          ------      --------      ----------        ------------        ----------
<S>                                        <C>        <C>           <C>               <C>                 <C>
Balance at December 31,
  1999                                     1,000         1,000         444,552         (1,271,033)          (825,481)

Net income                                    --            --              --          2,123,901          2,123,901
                                           -----      --------      ----------        -----------         ----------

Balance at December 31,
  2000                                     1,000      $  1,000      $  444,552        $   852,868         $1,298,420


Net income (unaudited)                        --            --              --          2,058,661          2,058,661
Dividend (unaudited)                          --            --              --           (990,000)          (990,000)
                                           -----      --------      ----------        -----------         ----------

Balance at September 30,
  2001 (unaudited)                         1,000      $  1,000      $  444,552        $ 1,921,529         $2,367,081
                                          ======      ========      ==========        ===========         ==========

</Table>










                     The accompanying notes are an integral
                       part of these financial statements.

                                       -4-


<PAGE>



                             GEONET GATHERING, INC.

                            STATEMENTS OF CASH FLOWS

                                   ----------

<Table>
<Caption>
                                                                              NINE MONTHS ENDED       YEAR ENDED
                                                                                 SEPTEMBER 30,        DECEMBER 31,
                                                                                    2001                 2000
                                                                                 ----------           -----------
                                                                                 (unaudited)
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
  Net income                                                                     $ 2,058,661          $ 2,123,901
  Adjustments to reconcile net income to
    net cash provided (used) by operating
    activities:
    Depreciation and amortization expense                                            249,235              299,581
    Bad debt expense                                                                      --              125,000
    Changes in operating assets and liabilities:
      Increase in accounts receivable                                              8,913,632          (15,614,710)
      Increase in exchange inventory                                               7,165,238           (4,294,623)
      Increase in prepaid and other current
        assets                                                                       139,646             (136,989)
      Increase in other assets                                                            --                   --
      Increase in trade accounts payable                                         (22,328,670)          28,056,543
      Increase in accrued expenses and other
        accounts payable                                                                (745)             310,450
      Increase in state income tax payable                                           (55,029)             165,795
                                                                                 -----------           ----------

        Net cash provided (used) by
          operating activities                                                    (3,858,032)          11,034,948
                                                                                 -----------           ----------

Cash flows from investing activities:
  Capital expenditures                                                              (350,318)            (703,219)
                                                                                 -----------           ----------

        Net cash used in investing activities                                       (350,318)            (703,219)
                                                                                 -----------           ----------

Cash flows from financing activities:
  Proceeds from borrowings with affiliated
    company                                                                          797,368               50,000
  Repayment of borrowings to affiliated
    company                                                                               --           (1,323,000)
  Dividends paid                                                                    (990,000)                  --
  Net payments of notes payable                                                           --           (2,105,013)
  Net proceeds from notes payable                                                         --                   --
  Decrease (increase) in restricted cash                                           1,780,622             (276,562)
                                                                                 -----------           ----------

        Net cash provided (used) by
          financing activities                                                     1,587,990           (3,654,575)
                                                                                 -----------           ----------

Net increase in cash and cash equivalents                                         (2,620,360)           6,677,154

Cash and cash equivalents, beginning of year                                       7,414,252              737,098
                                                                                 -----------           ----------

Cash and cash equivalents, end of year                                           $ 4,793,892          $ 7,414,252
                                                                                 ===========          ===========

Supplemental Disclosure of Cash Flow
  Information:

  Cash paid for interest                                                         $        --          $   156,417
                                                                                 ===========          ===========
</Table>


                     The accompanying notes are an integral
                       part of these financial statements.

                                       -5-


<PAGE>


                             GEONET GATHERING, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   ----------

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        BASIS OF PRESENTATION

        Geonet Gathering, Inc. (the "Company") is incorporated in the state of
        Texas, and its primary business is the transportation and marketing of
        crude oil in the south Louisiana region. The Company owns and operates
        the Black Bayou Pipeline (the "Pipeline") which extends approximately 9
        miles from its terminal in Gibson, Louisiana to the St. James
        interconnect point and leases the land surrounding the Pipeline and the
        related facilities. In 1999, the Company constructed two additional
        pipelines connecting the terminal to a Ship Shoal interconnect in
        Gibson, Louisiana.

        Effective April 17, 1992, the date of incorporation, the stockholders of
        the Company elected to have the Company treated as an S Corporation
        under the Internal Revenue Code. As such, the Company does not record
        federal income taxes at the corporate level, and its taxable income or
        loss is passed through to its stockholders.

        INTERIM FINANCIAL DATA

        The interim financial data as of and for the nine months ended
        September 30, 2001 are unaudited and do not include all of the
        information and footnotes required by GAAP for complete financial
        statements; however, in the opinion of management, the interim
        financial data includes all adjustments, consisting of normal
        recurring adjustments, necessary for a fair presentation of the results
        for the nine-month period ended September 30, 2001. The results of
        operations for the interim period are not necessarily indicative of the
        results for the entire fiscal year.

        CASH AND CASH EQUIVALENTS

        For purposes of reporting cash flows, the Company considers highly
        liquid short-term investments purchased with an original maturity of
        three months or less to be cash equivalents.

        ALLOWANCE FOR DOUBTFUL ACCOUNTS

        An allowance for doubtful accounts is provided, when appropriate, based
        on past experience and other factors which, in management's judgment,
        deserve current recognition in estimating probable bad debts. Such
        factors include circumstances with respect to specific accounts
        receivable, growth and composition of accounts receivable, the
        relationship of the allowance for doubtful accounts to accounts
        receivable and current economic conditions.

        EXCHANGE INVENTORY

        Exchange inventory consists primarily of crude oil and is stated at the
        lower of cost (weighted average cost method) or market.

                                    Continued

                                       -6-


<PAGE>


                             GEONET GATHERING, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

        DERIVATIVE FINANCIAL INSTRUMENTS

        The Company primarily uses futures transactions to hedge the effects of
        fluctuations in the prices of oil. In order to qualify as a hedge, the
        price movements in the underlying commodity derivatives must be
        sufficiently correlated with the hedged commodity. Gains and losses
        related to commodity derivatives which qualify as hedges of commodity
        commitments are included in the balance sheet on a net basis as either
        other assets or other liabilities. The deferred gains and losses are
        recognized in income when the underlying hedged physical transaction
        closes and are included in other revenues in the statements of
        operations. Gains and losses related to such instruments, which do not
        qualify as hedges, are recognized on a current basis and are also
        included in other revenues.

        PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment are stated at cost. Depreciation is
        computed over the estimated useful lives or lease term (5 to 15 years)
        of the related assets using the straight-line method for financial
        reporting purposes. Maintenance and repairs are charged to expense as
        incurred and significant renewals and betterments are capitalized. The
        cost and related accumulated depreciation of assets retired or otherwise
        disposed of are eliminated from the accounts, and any resulting gain or
        loss is recognized in operations in the year of disposal.

        IMPAIRMENT OF LONG-LIVED ASSETS

        In the event that facts and circumstances indicate that the carrying
        value of a long-lived asset may be impaired, an evaluation of
        recoverability is performed by comparing the estimated future
        undiscounted cash flows associated with the asset to the asset's
        carrying amount to determine if a write-down to market value or
        discounted cash flow is required.

        OTHER ASSETS

        Other assets consist principally of line pack crude oil inventory held
        in the Company's pipeline to keep the system operational. The inventory
        is stated at the lower of cost (weighted average cost method) or market.


                                    Continued

                                       -7-


<PAGE>



                             GEONET GATHERING, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

        ESTIMATES

        The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of certain assets and
        liabilities. These estimates also affect disclosure of contingent assets
        and liabilities at the date of the financial statements and the related
        reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates. Management believes
        that its estimates are reasonable.

        REVENUE RECOGNITION

        Revenue and the related costs of sale are recognized upon receipt of
        inventory by the customer.

        FAIR VALUE OF FINANCIAL INSTRUMENTS

        Fair value estimates of financial instruments are based on relevant
        market information and may be subjective in nature and involve
        uncertainties and matters of significant judgment. The Company believes
        that the carrying value of its assets and liabilities approximates the
        fair value of such items. The Company does not hold or issue financial
        instruments for trading purposes.

        COMPREHENSIVE INCOME

        Effective January 1, 1998 the Company adopted Statement of Financial
        Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income,
        which requires a company to display an amount representing comprehensive
        income as part of the Company's basic financial statements.
        Comprehensive income includes such items as unrealized gains or losses
        on certain investment securities and certain foreign currency
        translation adjustments. The Company's financial statements include none
        of the additional elements that affect comprehensive income.
        Accordingly, comprehensive income and net income are identical.





                                    Continued

                                       -8-


<PAGE>

                             GEONET GATHERING, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

        DISMANTLEMENT, RESTORATION AND ENVIRONMENTAL COSTS

        The Company is subject to extensive federal, state and local
        environmental laws and regulations. These laws, which are constantly
        changing, regulate the discharge of materials into the environment and
        may require the Company to remove or mitigate the environmental effects
        of the disposal or release of petroleum substances at Company sites.
        Environmental expenditures are expensed or capitalized depending on
        their future economic benefit. Liabilities for expenditures of
        noncapital nature are recorded when environmental assessment and/or
        remediation is probable, and the costs can be reasonably estimated.

2.      EXCHANGE INVENTORY

        The Company maintains its exchange inventory levels at amounts
        sufficient only to meet existing sales contracts which have fixed
        prices. Consequently, changes in the market prices of inventory do not
        generally impact the Company's ability to recover the cost of inventory.

        At December 31, 2000, the Company held approximately 260,000 barrels
        representing $7,165,239 in exchange inventory related primarily to
        existing sales contracts with the Company's primary customers. As of
        September 30, 2001, (unaudited) the Company's had zero barrels of
        exchange inventory.


3.      PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at September 30, 2001
         and December 31, 2000:


<Table>
<Caption>
                                                                             2001                2000
                                                                          ----------          ----------
                                                                          (unaudited)
<S>                                                                       <C>                 <C>
          Land                                                            $  195,119          $  195,119
          Pipeline and facilities improvements                             5,268,718           4,985,809
          Furniture, fixtures and equipment                                   68,864              34,770
          Automobiles                                                         66,026              32,711
                                                                          -----------         ----------
                                                                           5,598,727           5,248,409
          Less accumulated depreciation                                   (1,067,116)           (817,881)
                                                                          ----------          ----------

                                                                          $4,531,611          $4,430,528
                                                                          ==========          ==========

</Table>

                                    Continued

                                       -9-


<PAGE>
                             GEONET GATHERING, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------

4.      DERIVATIVE FINANCIAL INSTRUMENTS

        During 2001 and 2000, the Company held several instruments that reduced
        the Company's exposure to market fluctuations in the price of crude oil.
        The Company's market exposure arises from fixed price sales commitments
        that extend for periods up to one month. The Company uses crude oil
        futures to manage and hedge price risk related to these market
        exposures. In addition to hedging activities, the Company also engages
        in the trading of crude oil futures, and therefore experiences net open
        positions in terms of price and volume. The weighted average life of the
        Company's commodity risk portfolio was approximately 1.5 months at
        December 31, 2000 and zero months (unaudited) at September 30, 2001.

        The Company uses crude oil futures contracts to hedge anticipated
        purchases of oil. Under the crude oil futures contracts, the Company
        receives or makes payments based on the differential between a specifies
        price and the actual price of oil. The gains, losses and costs related
        to those financial instruments that qualify as a hedge are not
        recognized until the underlying physical transaction occurs. At
        September 30, 2001 (unaudited) and December 31, 2000, the Company had no
        unrecognized net gains or losses related to financial instruments
        accounted for as a hedge.

        The Company had no spread-trade contracts with brokers at September 30,
        2001 or December 31, 2000. In February 2000, the Company had
        spread-trade contracts with brokers for sales of approximately
        $2,138,500 and 80,000 barrels of crude oil. In addition, the Company
        had spread-trade Contracts with brokers for purchases of approximately
        $2,061,600 and 80,000 barrels of crude oil for March 2000. The Company
        also had crude oil futures contracts with brokers to exchange monthly
        payments on notional amounts of $1,247,500 and 50,000 barrels of crude
        oil in April 2000.




                                   Continued

                                      -10-



<PAGE>


                             GEONET GATHERING, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------

4.      DERIVATIVE FINANCIAL INSTRUMENTS, CONTINUED

        The Company is exposed to credit losses in the event of nonperformance
        by the counterparties to its futures agreements. The Company
        anticipates, however, that counterparties will be able to fully satisfy
        their obligations under the contracts. The Company does not obtain
        collateral to support financial instruments but monitors the credit
        standing of the counterparties.


5.      DUE TO AFFILIATED COMPANY

        During 1996, the Company entered into an agreement with another company
        which is wholly owned by one of the stockholders of the Company to
        provide funding for working capital and capital expenditure
        requirements. During the year, the Company executed a note payable to
        the affiliated company for $50,000 in addition to notes executed in 1998
        and 1999 that were still outstanding in 2000. All of the notes payable,
        totaling $4,380,000 at December 31, 2000, are unsecured. The outstanding
        balance plus accrued interest at December 31, 2000 is payable on January
        1, 2002 and bears interest at rates ranging from 8.25% to 8.75% per
        year. The unsecured note outstanding at the end of September 30, 2001
        (unaudited) was $4,890,000 at rates ranging from 8.25% to 8.75% per
        year.

6.      ADMINISTRATIVE SERVICES AGREEMENT

        The Company has an Administrative Services Agreement (the Agreement)
        with a company that is wholly-owned by the stockholders of the Company.
        The Agreement provides for office space and certain corporate functions
        of the Company to be supplied by the related company, including clerical
        and secretarial support, office services and supplies, tax, legal and
        audit consultation, financial planning, cash management, financial
        assistance and training. During 2000, the Company paid $420,000
        in management fees under the agreement to the related company. The
        Agreement is renewable each year. Through September 30, 2001,
        (unaudited) the Company paid $315,000 in management fees to the related
        company.

7.      LEASE COMMITMENTS

        The Company has entered into various lease agreements for the land
        surrounding the Company's pipeline and terminal facilities which are
        accounted for as operating leases.

                                    Continued

                                      -11-



<PAGE>
                             GEONET GATHERING, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------

7.      LEASE COMMITMENTS, CONTINUED

        At December 31, 2000, the future minimum payments required under
        noncancellable operating leases with original lease terms of greater
        than one year are as follows:

<Table>
<Caption>
            YEAR ENDED
            DECEMBER 31
            -----------
            <S>                                 <C>
                 2001                           $  112,320
                 2002                              112,320
                 2003                              112,320
                 2004                              112,320
                 2005                              112,320
                 Thereafter                      2,062,460
                                                ----------

                     Total                      $2,624,060
                                                ==========

</Table>

        Rent expense for the year ended December 31, 2000, was $111,557. Rent
        expense for the nine-months ended September 30, 2001 (unaudited) was
        $89,462.

8.      CONCENTRATION OF CREDIT RISKS

        The Company's operations are conducted in the crude oil transportation
        industry and are geographically concentrated in southern Louisiana.
        Accordingly, the Company has a concentration of trade accounts
        receivable arising from transportation and sale of crude oil to
        multinational and large independent oil companies operating in southern
        Louisiana. This concentration of customers operating within a single
        industry may affect the Company's overall credit risk because its
        customers may all be similarly affected by changes in economic,
        regulatory or other unanticipated factors. The Company believes that the
        rapid turnover of its receivables and its access to letters of credit
        from its customers serve to reduce its overall credit risk. At September
        30, 2001, (unaudited) and December 31, 2000 all trade accounts
        receivable arose from crude oil transportation and sales within the
        Company's industry and geographic concentrations.

9.      COMMITMENTS AND CONTINGENCIES

        During 1997, the Company entered into a $15,000,000 demand promissory
        note with Credit Agricole Indosuez. This financing facility is used by
        the Company to finance the purchase, transportation, storage and sale of
        petroleum products. The financing facility is collateralized by
        substantially all of the assets of the Company. At December 31, 2000 the
        Company had outstanding letters of credit under the facility for
        purchases of oil in the amounts of $8,903,112. At September 30, 2001,
        (unaudited) the Company had outstanding letters of credit under this
        facility in the amount of $0.

                                   Continued

                                      -12-


<PAGE>


                             GEONET GATHERING, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------


9.      COMMITMENTS AND CONTINGENCIES, CONTINUED

        At December 31, 2000, $1,780,622 of  the cash on hand was restricted as
        a result of cash collateral requirements included in the financing
        facilities. At September 30, 2001, (unaudited) none of the cash on hand
        was restricted.


                                      -13-


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