<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-015313
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20021206
<ITEMS>9
<FILING-DATE>20021206
<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>02851182
</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>
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d01868e8vk.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): December 6, 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 December 6, 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: December 6, 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 December 6,
                  2002.
</Table>






                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d01868exv99.txt
<DESCRIPTION>PRESS RELEASE DATED DECEMBER 6, 2002
<TEXT>
<PAGE>


                                                                      EXHIBIT 99


                                                                 [WILLIAMS LOGO]

NEWS RELEASE

NYSE: WEG

================================================================================

DATE:        Dec. 6, 2002

CONTACT:     Susie Hereden                      Paula Farrell
             Media Relations                    Investor Relations
             (918) 573-2278                     (918) 573-9233
             SUSIE.HEREDEN@WILLIAMS.COM         PAULA.FARRELL@WILLIAMS.COM


          WILLIAMS ENERGY PARTNERS COMPLETES ADDITIONAL DEBT FINANCING

         TULSA, Okla. - Williams Energy Partners L.P. (NYSE:WEG) announced today
that it has completed an additional $60 million long-term debt financing. The
borrowing will be used to pay down the $58 million of debt outstanding under an
existing acquisition revolver. The other $2 million will be used for general
corporate purposes.

         "Although the total debt position for Williams Energy Partners remains
substantially unchanged, this borrowing frees up capacity on the acquisition
revolver and provides us with additional flexibility to fund future acquisitions
and capital projects," said John Chandler, chief financial officer.

         As previously announced, the debt facility used for the permanent
financing of the Williams Pipe Line acquisition allowed for additional borrowing
up to $60 million.

         Similar to the initial funding, this five-year private financing
includes Series A and Series B notes. The interest rate on the Series A notes,
totaling $22 million, is based on a floating rate of Eurodollar plus 4.25
percent while the Series B notes, totaling $38 million, have a fixed coupon rate
of 7.93 percent. The new debt also is secured by the assets of Williams Pipe
Line.


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.

                                       ###



<PAGE>

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
filings with the Securities and Exchange Commission.






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