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<CIK>0001126975
<ASSIGNED-SIC>4610
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<STATE-OF-INCORPORATION>DE
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<STREET1>ONE WILLIAMS CENTER
<CITY>TULSA
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<FILENAME>d05051e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 21, 2003

                         WILLIAMS ENERGY PARTNERS L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                     1-16335               73-1599053
  (STATE OR OTHER JURISDICTION         (COMMISSION            (IRS EMPLOYER
        OF INCORPORATION)             FILE NUMBER)         IDENTIFICATION NO.)

          P.O. BOX 22186, TULSA, OKLAHOMA                       74121-2186
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (877) 934-6571

                  ONE WILLIAMS CENTER, TULSA, OKLAHOMA, 74172
                 (FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



<PAGE>


Item 7. Financial Statements and Exhibits

         (a)/(b)  Not Applicable

         (c)      Exhibits

         99.1     Press Release of Williams Energy Partners L.P., dated April
                  21, 2003.

         99.2     Purchase Agreement, dated April 18, 2003, by and among,
                  Williams Energy Services, LLC ("WES"), Williams Natural Gas
                  Liquids, Inc. ("WNGL"), Williams GP LLC and Buyer.
                  (Incorporated by reference from Exhibit 99.1 to the Current
                  Report on Form 8-K filed on April 21, 2003 by The Williams
                  Companies, Inc. ("Williams"), File No. 1-4714).

         99.3     Form of New Omnibus Agreement, by and between Williams, WES,
                  WNGL and Buyer. (Incorporated by reference from Exhibit 99.2
                  to the Current Report on Form 8-K filed on April 21, 2003 by
                  Williams, File No. 1-4174).


Item 9. Regulation FD Disclosure.

         Williams Energy Partners L.P. ("WEG") wishes to disclose for Regulation
FD purposes its press release dated April 21, 2003 discussing the announcement
made today by Williams that Williams has agreed to sell its indirect 54.6%
ownership interest in WEG to WEG Acquisitions, L.P., a newly formed entity owned
equally by Madison Dearborn Partners, LLC and Carlyle/Riverstone Global Energy
and Power Fund II, L.P. (the "Buyer"). A copy of the press release is furnished
herewith as Exhibit 99.1.

         In addition, Williams has filed with the Securities and Exchange
Commission a copy of the definitive purchase agreement relating to the sale and
a form of new omnibus agreement to be entered into by Williams, two of its
subsidiaries and the Buyer under which those parties have agreed to provide
certain benefits to WEG. Those agreements, as filed by Williams, are furnished
herewith as exhibits to this Current Report by incorporation by reference to the
Williams Current Report with respect to which the agreements were filed as
exhibits.


<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
WEG 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: April 21, 2003                       By: /s/ Brian K. Shore
                                              ----------------------------------
                                           Name: Brian K. Shore
                                           Title: Corporate Secretary


<PAGE>
                                  EXHIBIT INDEX

         99.1     Press Release of WEG, dated April 21, 2003.

         99.2     Purchase Agreement, dated April 18, 2003, by and among,
                  Williams Energy Services, LLC ("WES"), Williams Natural Gas
                  Liquids, Inc. ("WNGL"), Williams GP LLC and Buyer.
                  (Incorporated by reference from Exhibit 99.1 to the Current
                  Report on Form 8-K filed on April 21, 2003 by Williams, File
                  No. 1-4714).

         99.3     Form of New Omnibus Agreement, by and between Williams, WES,
                  WNGL and Buyer. (Incorporated by reference from Exhibit 99.2
                  to the Current Report on Form 8-K filed on April 21, 2003 by
                  Williams, File No. 1-4174).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d05051exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

NEWSRELEASE                                 (WILLIAMS ENERGY PARTNERS L.P. LOGO)

NYSE: WEG

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


DATE:             April 21, 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 ANNOUNCES BUYER OF GENERAL PARTNER INTEREST

         TULSA, Okla. - Williams Energy Partners L.P. (NYSE: WEG) announced
today that Williams (NYSE: WMB) has agreed to sell its 54.6 percent interest in
WEG to a new entity formed jointly by private equity firms Madison Dearborn
Partners, LLC and Carlyle/Riverstone Global Energy and Power Fund II, L.P. The
transaction is expected to close in May 2003. The acquisition includes 100
percent of the ownership interest of the general partner of WEG, 1.1 million
common units, 5.7 million subordinated units and 7.8 million Class B common
units representing limited partner interests in WEG.

         "The financial strength and breadth of the commercial relationships of
Madison Dearborn and Carlyle/Riverstone will further enhance WEG's ability to
make accretive acquisitions," said Don Wellendorf, WEG's chief executive
officer. "Our operations, focus on safety and commitment to customer service
will not be impacted by the transaction."

         Madison Dearborn Partners, headquartered in Chicago, is one of the most
experienced and largest private equity investment firms in the country with
approximately $8 billion of assets under management. Madison Dearborn focuses on
investments in several specific industries including natural resources,
communications, consumer, health care and financial services.

         Carlyle/Riverstone is a joint venture between The Carlyle Group and
Riverstone Holdings. Riverstone Holdings is a New York-based energy and
power-focused private equity firm with more than $750 million currently under
management. The Carlyle Group is a global private equity firm with more than
$15.8 billion under management. Carlyle invests in buyouts, venture, real
estate, high yield and turnarounds in North America, Europe and Asia.



                                      MORE


<PAGE>

PAGE 2/4 WILLIAMS ENERGY PARTNERS ANNOUNCES BUYER OF GENERAL PARTNER INTEREST

         The change in control of the general partner interest also will result
         in the following:

-        Under current agreements between Williams and WEG, Williams bears
         responsibility for WEG's general and administrative costs over a
         specified cap, which escalates annually. As a result of the
         transaction, the agreements with Williams will terminate. The new
         owners of the general partner will continue to provide G&A services at
         costs equivalent to the cap during 2003. Beginning in 2004, the cap
         will escalate at 7 percent annually, which is a higher escalation rate
         than previous years. The increase in the escalation is expected to
         increase WEG's cash G&A cost in 2004 by approximately $1.5 million;

-        Accounting rules applicable to the organizational structure of the new
         entity will require the total general and administrative costs of WEG,
         including costs above the cap amount that will be reimbursed by the
         general partner, to be recorded as a WEG expense. Under the previous
         structure, only the G&A costs under the cap, which reflected WEG's
         actual cash cost, were required to be recorded as a WEG expense. Actual
         cash G&A costs incurred by WEG will continue to be limited to the G&A
         cap amount and the amount of the reimbursement for costs above the cap
         will be recorded as a capital contribution by the general partner. The
         additional WEG expense of approximately $7 million in 2003 and $10
         million in 2004 resulting from this accounting treatment will not
         impact distributable cash generated per unit or earnings per unit for
         the limited partners;

-        Accounting rules applicable to the new entity also require that a
         liability for paid-time-off benefits, previously recorded on the books
         of Williams, be recorded on the books of WEG. As a result, WEG will
         record a one-time expense of approximately $5 million in the second
         quarter to establish this liability. This non-cash expense will not
         impact distributable cash generated per unit;

-        WEG will incur one-time cash transition costs of approximately $5
         million associated with its separation from Williams. These costs will
         be funded out of WEG's current cash balance;

-        Because the transaction involves a change in ownership of more than 50
         percent of the partnership in one year, federal tax laws will require a
         modification to WEG's 2003 taxable income. For 2003, WEG estimates the
         amount of taxable income will be approximately 75 percent of the cash
         distributed. WEG estimates the taxable income for the three-year period
         of 2004-2006 will average less than 20 percent of cash distributions;


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<PAGE>

PAGE 3/4 WILLIAMS ENERGY PARTNERS ANNOUNCES BUYER OF GENERAL PARTNER INTEREST

-        After the closing of the transaction, the new owners of the Class B
         common units plan to request a unitholder vote to allow the Class B
         units to convert to common units, as is provided in WEG's partnership
         agreement. The Class B common units were issued to Williams as partial
         payment for the purchase of the Williams Pipe Line system in 2002.
         These units are equivalent to common units but do not currently have
         voting rights. Conversion of the Class B common units will not affect
         WEG's earnings per unit, cash generation or distributions. Unitholders
         will receive additional information about this vote in the near future;
         and

-        As a result of the change of control that will occur at closing,
         approximately 174,000 units issued under the 2001 and 2002 equity-based
         incentive compensation plans will vest, resulting in a net increase in
         expense of approximately $1 million for the year. The net increase
         results from an expense of approximately $2 million in the second
         quarter offset by a reduction in expenses in the second half of the
         year of approximately $1 million. Vesting of the units will not impact
         distributable cash generated per unit.

         WEG plans to release its first-quarter 2003 earnings on Monday, April
28. Management has indicated it remains comfortable with the earnings guidance
previously provided for 2003 even after the effect of the items described above.

         WEG will continue to be operated by its current management team and its
headquarters will remain in Tulsa, Okla.

         "Riverstone principals have a long history with master limited
partnerships, and we look forward to assisting WEG in identifying and financing
accretive acquisition opportunities through our extensive energy industry
relationships," said Pierre Lapeyre, Jr., managing director of
Carlyle/Riverstone. "We believe that WEG's management team and asset base are
extremely well-positioned to take advantage of the continued midstream asset
rationalization and restructuring that is taking place in the energy sector. We
expect organic growth and accretive acquisition opportunities will enable WEG to
continue its excellent track record of distribution growth."

         "Madison Dearborn Partners is delighted to be acquiring a substantial
interest in an industry leader with an outstanding management group," said
Justin S. Huscher, managing director of Madison Dearborn. "We are committed to
assisting WEG pursue its acquisition strategy with the goal of growing cash
distributions."

         Partnership management will host a conference call with analysts at
10:30 a.m. Eastern. To participate in the conference call, dial (800) 289-0518
and provide code 778493. International callers should dial (913) 981-5532 and
provide the same code. A webcast also will be available at
www.williamsenergypartners.com/calendar.jsp.

                                      MORE

<PAGE>

PAGE 4/4 WILLIAMS ENERGY PARTNERS ANNOUNCES BUYER OF GENERAL PARTNER INTEREST

         Audio replays of the conference call will be available from 3 p.m.
Eastern on April 21 through midnight on April 25. To access the replay, dial
(888) 203-1112. International callers should dial (719) 457-0820. The access
replay code is 778493. The webcast also will be available for replay at
www.williamsenergypartners.com.

ABOUT WILLIAMS ENERGY PARTNERS L.P.

Williams Energy Partners L.P. is a publicly traded partnership formed to own,
operate and acquire a diversified portfolio of energy assets. The partnership
primarily transports, stores and distributes refined petroleum products and
ammonia.


                                       ###


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>
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