<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-009947
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20020814
<ITEMS>7
<ITEMS>9
<FILING-DATE>20020814
<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>02733543
</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
<SEQUENCE>1
<FILENAME>d99228e8vk.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):  August 14, 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 7. Financial Statements and Exhibits.

         Williams Energy Partners L.P. (the "Partnership") files the following
exhibits as part of this report:

    Exhibit 99.1  Statement Under Oath of Donald R. Wellendorf, Principal
                  Executive Officer Regarding Facts and Circumstances Relating
                  to Exchange Act Filings.

    Exhibit 99.2  Statement Under Oath of John D. Chandler, Principal Financial
                  Officer Regarding Facts and Circumstances Relating to Exchange
                  Act Filings.


Item 9.    Regulation FD Disclosure.
           ------------------------

           The Chief Executive Officer and Chief Financial Officer of Williams
GP LLC, the General Partner of the Partnership, are voluntarily complying with
the Securities and Exchange Commission's File No. 4-460 Order requiring the
filing of sworn statements pursuant to Section 21(a)(1) of the Securities
Exchange Act of 1934. Accordingly, attached as exhibits hereto are the
statements under oath of the principal executive officer and principal financial
officer of Williams GP LLC in the form described in the SEC's order.

           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: August 14, 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        Statement Under Oath of Donald R. Wellendorf, Principal Executive
            Officer Regarding Facts and Circumstances Relating to Exchange Act
            Filings.

99.2        Statement Under Oath of John D. Chandler, Principal Financial
            Officer Regarding Facts and Circumstances Relating to Exchange Act
            Filings.
</Table>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d99228exv99w1.txt
<DESCRIPTION>STATEMENT UNDER OATH-PRINCIPAL EXECUTIVE OFFICER
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1

               STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS

I, Donald R. Wellendorf, Chief Executive Officer and principal executive officer
of Williams GP LLC, the General Partner of Williams Energy Partners L.P., state
and attest that:

         (1)      To the best of my knowledge, based upon a review of the
                  covered reports of Williams Energy Partners L.P., and, except
                  as corrected or supplemented in a subsequent covered report:

                  o        no covered report contained an untrue statement of a
                           material fact as of the end of the period covered by
                           such report (or in the case of a report on Form 8-K
                           or definitive proxy materials, as of the date on
                           which it was filed); and

                  o        no covered report omitted to state a material fact
                           necessary to make the statements in the covered
                           report, in light of the circumstances under which
                           they were made, not misleading as of the end of the
                           period covered by such report (or in the case of a
                           report on Form 8-K or definitive proxy materials, as
                           of the date on which it was filed).

         (2)      I have reviewed the contents of this statement with the Audit
                  Committee of Williams GP LLC, the General Partner of Williams
                  Energy Partners L.P.

         (3)      In this statement under oath, each of the following, if filed
                  on or before the date of this statement, is a `covered
                  report':

                  o        Annual Report on Form 10-K for the fiscal year ended
                           December 31, 2001 filed with the Commission of
                           Williams Energy Partners L.P.;

                  o        all reports on Form 10-Q, all reports on Form 8-K and
                           all definitive proxy materials of Williams Energy
                           Partners L.P. filed with the Commission subsequent to
                           the filing of the Form 10-K identified above; and

                  o        any amendments to any of the foregoing.


/s/ Donald R. Wellendorf                   Subscribed and sworn to
-------------------------                  before me this 14th day of
Donald R. Wellendorf                       August, 2002.
August 14, 2002

[NOTARY STAMP APPEARS HERE]                /s/ Kay D. Kirkes
                                           -------------------------------
                                           Notary Public
                                           My Commission Expires: 1-17-04

THIS EXHIBIT SHALL NOT BE DEEMED FILED FOR PURPOSES OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>d99228exv99w2.txt
<DESCRIPTION>STATEMENT UNDER OATH-PRINCIPAL FINANCIAL OFFICER
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

               STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS

I, John D. Chandler, Chief Financial Officer and principal financial officer of
Williams GP LLC, the General Partner of Williams Energy Partners L.P., state and
attest that:

         (1)      To the best of my knowledge, based upon a review of the
                  covered reports of Williams Energy Partners L.P., and, except
                  as corrected or supplemented in a subsequent covered report:

                  o        no covered report contained an untrue statement of a
                           material fact as of the end of the period covered by
                           such report (or in the case of a report on Form 8-K
                           or definitive proxy materials, as of the date on
                           which it was filed); and

                  o        no covered report omitted to state a material fact
                           necessary to make the statements in the covered
                           report, in light of the circumstances under which
                           they were made, not misleading as of the end of the
                           period covered by such report (or in the case of a
                           report on Form 8-K or definitive proxy materials, as
                           of the date on which it was filed).

         (2)      I have reviewed the contents of this statement with the Audit
                  Committee of Williams GP LLC, the General Partner of Williams
                  Energy Partners L.P.

         (3)      In this statement under oath, each of the following, if filed
                  on or before the date of this statement, is a `covered
                  report':

                  o        Annual Report on Form 10-K for the fiscal year ended
                           December 31, 2001 filed with the Commission of
                           Williams Energy Partners L.P.;

                  o        all reports on Form 10-Q, all reports on Form 8-K and
                           all definitive proxy materials of Williams Energy
                           Partners L.P. filed with the Commission subsequent to
                           the filing of the Form 10-K identified above; and

                  o        any amendments to any of the foregoing.


/s/ John D. Chandler                   Subscribed and sworn to
---------------------                  before me this 14th day of
John D. Chandler                       August, 2002.
August 14, 2002

[NOTARY STAMP APPEARS HERE]            /s/ Kay D. Kirkes
                                       ------------------------------------
                                       Notary Public
                                       My Commission Expires: 1-17-04


THIS EXHIBIT SHALL NOT BE DEEMED FILED FOR PURPOSES OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.

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