<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-014964
<TYPE>8-K
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<PERIOD>20021122
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<FILING-DATE>20021125
<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
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<FORM-TYPE>8-K
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<FILE-NUMBER>001-16335
<FILM-NUMBER>02839291
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<BUSINESS-ADDRESS>
<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
<STATE>OK
<ZIP>74172
<PHONE>9185732000
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<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
<STATE>OK
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<FILENAME>d01634e8vk.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): November 22, 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 9.  Regulation FD Disclosure.

           Williams Energy Partners L.P. (the "Partnership") wishes to disclose
for Regulation FD purposes its press release dated November 22, 2002, filed
herewith as Exhibit 99.

           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:  WEG GP LLC, its General Partner



Date: November 25, 2002                     /s/ Brian K. Shore
                                            ------------------------------
                                            Name:  Brian K. Shore
                                            Title: Corporate Secretary



                                       2
<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>          <C>
   99        Copy of the Partnership's press release dated November 22, 2002.
</Table>



                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d01634exv99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>


                                                                      EXHIBIT 99

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



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

                                   ----------
   NOVEMBER 22, 2002
                                   ----------

                WILLIAMS ENERGY PARTNERS INCREASES 2002 EARNINGS

                GUIDANCE, AGREES TO TERMINATE TESORO ACQUISITION

TULSA, OKLA. -- Williams Energy Partners L.P. (NYSE:WEG) announced today that it
is increasing its earnings guidance for the partnership to approximately 70
cents for fourth quarter 2002 and $3.40 for the full year. Previous guidance had
been 45 cents for the quarter and $3.09 for the year.

"Now that we've completed our long-term debt financing and continue to see
strong results from Williams Pipe Line, we have greater clarity on our fourth
quarter financial performance," said John Chandler, chief financial officer.

On a separate matter, Williams Energy Partners and Tesoro Petroleum Corporation
(NYSE:TSO) have terminated their agreement for the partnership to purchase a
refined petroleum products pipeline from Tesoro. Termination of this agreement
does not impact Williams Energy Partners' earnings guidance because it was not a
part of previous estimates.

"While this acquisition would have been a good addition to Williams Pipe Line,
timing issues related to the Federal Trade Commission review made it necessary
for Tesoro to pursue another buyer," said Don Wellendorf, chief executive
officer.

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 primarily transports,
stores and distributes refined petroleum products and ammonia. The general
partner of WEG is a subsidiary of Williams, which moves, manages and markets a
variety of energy products, including natural gas, liquid hydrocarbons,
petroleum and electricity.

###

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


                                       4
<PAGE>


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 filings with the Securities and
Exchange Commission.

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

CONTACT INFORMATION:

<Table>
<S>               <C>                                                         <C>
Paula Farrell     Williams Energy Partners Investor Relations 918-573-9233    paula.farrell@williams.com


Susie Hereden     Williams Energy Partners Media Relations    918-573-2278    susie.hereden@williams.com
</Table>


                                       5

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