-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 MHxSrzFTs0xPe587HLuty1N6+ehpip8CIBZ4t9LjWG/thm3j1c4CesnLlHYcfpKk
 5kAp3DZp481N0L9RBfJNvw==

<SEC-DOCUMENT>0000950134-02-004282.txt : 20020430
<SEC-HEADER>0000950134-02-004282.hdr.sgml : 20020430
ACCESSION NUMBER:		0000950134-02-004282
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020425
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020429

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16335
		FILM NUMBER:		02624200

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

	MAIL ADDRESS:	
		STREET 1:		ONE WILLIAMS CENTER
		CITY:			TULSA
		STATE:			OK
		ZIP:			74171
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d96324e8-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): April 25, 2002
                                                 ---------------

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

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

     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 April 25, 2002, Williams Energy Partners L.P. (the "Partnership")
reported earnings for the first quarter ending March 31, 2002. Net income for
the most recent quarter was $8.5 million, or 72 cents per unit on a fully
diluted basis, compared with $3.9 million in the 2001 quarter.

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
                           April 25, 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:  April 29, 2002                       /s/ Suzanne H. Costin
                                            ------------------------------------
                                            Name: Suzanne H. Costin
                                            Title: Corporate Secretary



                                       2
<PAGE>



                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER           DESCRIPTION
- -------          -----------
<S>              <C>
99.1             Copy of the Partnership's press release dated April 25, 2002,
                 publicly announcing the information reported herein.
</Table>



                                       3





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d96324ex99-1.txt
<DESCRIPTION>PARTNERSHIP'S PRESS RELEASE DATED APRIL 25, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

NEWS RELEASE                                                     [WILLIAMS LOGO]

NYSE: WEG

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


DATE:         April 25, 2002


CONTACT:      Kelly Swan                         Paula Farrell
              Media Relations                    Investor Relations
              (918) 573-6932                     (918) 573-9233
              kelly.swan@williams.com            paula.farrell@williams.com

       WILLIAMS ENERGY PARTNERS REPORTS INCREASE IN FIRST-QUARTER EARNINGS

         TULSA, Okla. - Williams Energy Partners L.P. (NYSE:WEG) today reported
earnings for the first quarter ending March 31, 2002. Net income for the most
recent quarter was $8.5 million, or 72 cents per unit on a fully diluted basis,
compared with $3.9 million in the 2001 quarter.

         The $4.6 million increase in net income was principally due to
significantly higher ammonia pipeline shipments and the acquisition of two
inland terminals in Little Rock, Ark., in June 2001 and a marine facility in
Gibson, La., last October.

         The partnership also generated additional earnings this year from the
Aux Sable natural gas liquids pipeline acquisition that occurred in December
2001 and initiation of service to Southwest Airlines at Dallas Love Field.

         Changes related to the partnership's initial public offering in
February 2001 also contributed to higher 2002 earnings, including the retirement
of debt that lowered interest costs and the lack of income taxes because of the
partnership structure. Interest costs further decreased because of a lower
interest rate environment in the 2002 quarter. Prior to the initial public
offering, the assets were held by Williams (NYSE:WMB).

           "Our earnings have directly benefited from our active pursuit of
acquisitions that increase our distributable cash flow. This activity has helped
increase our distribution growth by almost 17 percent over the past four
quarters," said Phil Wright, president.

           "Looking ahead, we expect earnings and cash flow for the second
quarter to continue to grow at a healthy rate as we begin to realize the results
expected from Williams Pipe Line, which we acquired this month," Wright added.

         Operating profit for the first quarter increased $2.7 million from $6.8
million in 2001 to $9.5 million in 2002. The increase was primarily due to
higher ammonia volumes and the operating results of the Gibson and Little Rock
terminals.


                                      MORE
<PAGE>

PAGE 2/2 WILLIAMS ENERGY PARTNERS REPORTS INCREASE IN FIRST-QUARTER EARNINGS

         The average number of common and subordinated units outstanding for the
2002 quarter was 11.4 million.

         An investor conference with management regarding first-quarter results
is scheduled today at 2 p.m. Eastern. A webcast will be available at
www.williams.com/weg/weg_news.html. To participate by phone, call (800) 289-0572
and provide code 751826. International callers may dial (913) 981-5543 and
provide the same code.

         Audio replays of the conference call will be available from 5 p.m.
Eastern on April 25 through midnight on May 2. To access the replay, dial (888)
203-1112. International callers should dial (719) 457-0820. The access replay
code is also 751826.

           Williams Energy Partners' asset portfolio includes the newly acquired
6,700-mile refined products pipeline and 39 associated distribution terminals,
five marine petroleum product terminals located along the Gulf Coast and New
York Harbor, 25 inland terminals that form a distribution network for gasoline
and other refined petroleum products throughout the southeastern United States
and an 1,100-mile ammonia pipeline and terminals system that extends from Texas
and Oklahoma to Minnesota.

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 transportation, storage 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
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 2001 filed with the Securities and Exchange Commission.


<PAGE>
                          WILLIAMS ENERGY PARTNERS L.P.
                        CONSOLIDATED STATEMENTS OF INCOME
                     (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                    THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                                   -------------------
                                                                                     2002       2001
                                                                                   --------   --------
<S>                                                                                <C>        <C>

Revenues:
   Third party .................................................................   $ 19,921   $ 16,233
   Affiliate ...................................................................      4,301      4,053
                                                                                   --------   --------
     Total revenues ............................................................     24,222     20,286
Costs and expenses:
   Operating ...................................................................      8,557      8,120
   Depreciation and amortization ...............................................      2,908      3,106
   Affiliate general and administrative ........................................      3,228      2,283
                                                                                   --------   --------
     Total costs and expenses ..................................................     14,693     13,509
                                                                                   --------   --------
Operating profit ...............................................................      9,529      6,777
Interest expense:
   Affiliate interest expense ..................................................         --      1,843
   Other interest expense ......................................................        906        835
Other expense ..................................................................        116          8
                                                                                   --------   --------
Income before income taxes .....................................................      8,507      4,091
Provision for income taxes .....................................................         --        187
                                                                                   --------   --------
Net income .....................................................................   $  8,507   $  3,904
                                                                                   ========   ========

Allocation of 2001 net income:
   Portion applicable to the period January 1 through February 9, 2001 .........              $    304
   Portion applicable to the period February 10 through March 31, 2001 .........                 3,600
                                                                                              --------
     Net income ................................................................              $  3,904
                                                                                              ========

General partner's interest in net income applicable to the three months
   ended March 31, 2002 and the period February 10 through March 31, 2001 ......   $    242   $     72
                                                                                   ========   ========

Limited partners' interest in net income applicable to the three months
   ended March 31, 2002 and the period February 10 through March 31, 2001 ......   $  8,265   $  3,528
                                                                                   ========   ========

Basic net income per limited partner unit ......................................   $   0.73   $   0.31
                                                                                   ========   ========

Weighted average number of limited partner units outstanding used for basic
   net income per unit calculation .............................................     11,359     11,359
                                                                                   ========   ========

Diluted net income per limited partner unit ....................................   $   0.72   $   0.31
                                                                                   ========   ========

Weighted average number of limited partner units outstanding used for
   diluted net income per unit calculation .....................................     11,407     11,359
                                                                                   ========   ========
</Table>


<PAGE>



                          WILLIAMS ENERGY PARTNERS L.P.
                              OPERATING STATISTICS


<Table>
<Caption>
                                                                       1ST QUARTER        1ST QUARTER
                                                                          2002                2001
                                                                       -----------        -----------
<S>                                                                    <C>                <C>
  PETROLEUM PRODUCT TERMINALS:

    Marine terminal average storage capacity utilized per month
       (million barrels)                                                  16.0                15.2

    Marine terminal throughput (million barrels)                           5.0                3.3

    Inland terminal throughput (million barrels)                          13.9               11.7

  AMMONIA PIPELINE SYSTEM:

    Volume shipped (thousand tons)                                         257                160
</Table>




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
