<SUBMISSION>
<ACCESSION-NUMBER>0000950134-03-002885
<TYPE>8-K
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<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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<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-16335
<FILM-NUMBER>03574771
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
<STATE>OK
<ZIP>74172
<PHONE>9185732000
</BUSINESS-ADDRESS>
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<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
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<FILENAME>d03510e8vk.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): February 20, 2003
                                                        --------------------



                          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 February 20, 2003, furnished
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: February 20, 2003                         /s/ Brian K. Shore
                                                --------------------------------
                                                Name:  Brian K. Shore
                                                Title: Corporate Secretary



<PAGE>


                                INDEX TO EXHIBITS
<Table>
<Caption>

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<S>            <C>
99             Copy of the Partnership's press release dated February 20, 2003.
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d03510exv99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                      EXHIBIT 99

NEWS RELEASE                                     [WILLIAMS ENERGY PARTNERS LOGO]


NYSE: WEG
--------------------------------------------------------------------------------
DATE:             Feb. 20, 2003


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 SEES POTENTIAL FOR UPSIDE
                  FROM PLANNED SALE OF GENERAL PARTNER INTEREST

         TULSA, Okla. - Williams Energy Partners L.P. (NYSE: WEG) announced
today that Williams (NYSE: WMB) has indicated its intention to sell its
investment in the partnership. Williams currently owns the partnership's general
partner interest and approximately 55 percent of the partnership's equity.

         "The intended sale by Williams does not involve the divestiture of any
assets owned by Williams Energy Partners, nor do we anticipate the transaction
would impact our operations or our goal of growing distributions to our
unitholders by at least 10 percent this year," said Don Wellendorf, the
partnership's chief executive officer. "In fact, the sale of Williams' interests
to another party could facilitate the partnership's growth by improving our
access to capital markets and lowering future financing costs."

         It is not anticipated that the overall number of WEG limited partner
units outstanding would increase as a result of the sale.

         Over the past few months, the partnership has taken steps toward
establishing creditworthiness independent from that of Williams. In late 2002,
Williams Energy Partners reduced voting rights of the partnership's class B
units and subordinated units, all of which are held by Williams.

         The partnership also previously announced that it would begin holding
annual unitholder meetings in 2003 to elect the general partner's board of
directors, which will be reconfigured to consist of a majority of independent
directors prior to the first unitholder meeting.


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 primarily finds, produces,
gathers, processes and transports natural gas.

                                      ###

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>
