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As
filed with the Securities and Exchange Commission on July 1, 2011
 
 
 Registration No. 333-172581
 
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-3
 
 Amendment No. 2
 
 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 Buckeye Partners, L.P.
  Delaware
(State or other
jurisdiction of
incorporation or 
organization)
    
    4610
(Primary Standard
Industrial
Classification 
Code
Number)
    
    23-2432497
(I.R.S. Employer Identification Number)
 One Greenway Plaza
Suite 600
Houston, Texas 77046
(832) 615-8600
 
 William H. Schmidt, Jr.
Vice President and General Counsel
One Greenway Plaza
Suite 600
Houston, Texas 77046
(832) 615-8600    Copies to:  E. Ramey Layne, Esq.
Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
(212) 237-0000
 Approximate date of commencement of proposed sale to the public
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  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o




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Prospectus
 
 Subject
to completion, dated July 1, 2011
 
  
 Buckeye Partners, L.P.
 1,095,722 Class B units
1,716,583 Limited partnership units
  
    
    up to 1,095,722 Class B units (Class B Units) representing limited partner
interests in Buckeye Partners, L.P.
    
    up to 1,716,583 limited partnership units (LP Units) representing limited partner
interests in Buckeye Partners, L.P., including 1,095,722 LP Units that may be issued
following conversion of the Class B Units registered hereby.
   Investing in our securities involves a high degree of risk. Limited partnerships are
inherently different from corporations. Please read Risk Factors beginning on page 5 of this
prospectus and in the documents incorporated by reference herein before you make any investment in
our securities.
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS
 ABOUT THIS PROSPECTUS
    
    
    1BUCKEYE PARTNERS, L.P.
    
    
    1WHERE YOU CAN FIND MORE INFORMATION
    
    
    1INFORMATION WE INCORPORATE BY REFERENCE
    
    
    1RISK FACTORS
    
    
    3FORWARD-LOOKING STATEMENTS
    
    
    3USE OF PROCEEDS
    
    
    3DESCRIPTION OF THE LIMITED PARTNERSHIP UNITS
    
    
    4General
    
    
    4Voting
    
    
    4No Preemptive Rights
    
    
    4Transfer Agent and Registrar
    
    
    4DESCRIPTION OF THE CLASS B UNITS
    
    
    5General
    
    
    5Voting
    
    
    5No Preemptive Rights
    
    
    5Transfer Agent and Registrar
    
    
    5HOW WE MAKE DISTRIBUTIONS
    
    
    6General
    
    
    6Units Eligible for Distributions
    
    
    6Distributions of Cash upon Liquidation
    
    
    6OUR AMENDED AND RESTATED PARTNERSHIP AGREEMENT
    
    
    7Organization and Duration
    
    
    7Purpose
    
    
    7Power of Attorney
    
    
    7Issuance of Additional Securities
    
    
    7Limited Liability
    
    
    7Voting Rights
    
    
    8Amendment of Our Amended and Restated Partnership Agreement
    
    
    9Merger, Sale or Other Disposition of Assets
    
    
    10Withdrawal or Removal of Our General Partner
    
    
    10Transfer of General Partner Interest
    
    
    11Termination and Dissolution
    
    
    11Liquidation and Distribution of Proceeds
    
    
    11Meetings; Voting
    
    
    11Board of Directors
    
    
    12Indemnification
    
    
    14MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
    
    
    15Partnership Status
    
    
    15Limited Partner Status
    
    
    17Tax Consequences of Unit Ownership
    
    
    17Tax Treatment of Operations
    
    
    22Disposition of Units
    
    
    23Uniformity of Units
    
    
    25Tax-Exempt Organizations and Other Investors
    
    
    26Administrative Matters
    
    
    27State, Local, Foreign and Other Tax Considerations
    
    
    29LEGAL MATTERS
    
    
    30EXPERTS
    
    
    30SELLING UNITHOLDERS
    
    
    31PLAN OF DISTRIBUTION
    
    
    32EX-5.1EX-23.1EX-23.2
  v




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In making your investment decision, you should rely only on the information contained or
incorporated by reference in this prospectus. We have not authorized anyone to provide you with any
other information. If anyone provides you with different or inconsistent information, you should
not rely on it.
 You should not assume that the information contained in this prospectus is accurate as of any
date other than the date on the front cover of this prospectus. You should not assume that the
information contained in the documents incorporated by reference in this prospectus is accurate as
of any date other than the respective dates of those documents. Our business, financial condition,
results of operations and prospects may have changed since those dates.
 vi




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ABOUT THIS PROSPECTUS
    
 BUCKEYE PARTNERS, L.P.
 
  
  
 WHERE YOU CAN FIND MORE INFORMATION
 http://www.sec.gov http://www.buckeye.com
 
 INFORMATION WE INCORPORATE BY REFERENCE




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
    
    Annual Report on Form 10-K for the year ended December 31, 2010, filed on February
28, 2011, as amended by Form 10-K/A, filed on April 12, 2011;
    
    Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 9, 2011;
    
    Current Reports on Form 8-K, filed on December 21, 2010, January 4, 2011, January 7,
 2011, January 18, 2011 (excluding information furnished pursuant to
Item 7.01), January 19, 2011,
 January 20, 2011, January 27, 2011, February 2, 2011, February 17, 2011 (excluding information furnished
 pursuant to Item 2.02), February 22, 2011, March 16, 2011 (excluding information furnished pursuant to
Item 7.01), March 18, 2011, March 23,
2011 (excluding information furnished pursuant to Item 7.01), April 19, 2011, May 9,
2011, May 11, 2011 (excluding information furnished pursuant to
Item 2.02), May 12, 2011, May 17, 2011, May 24, 2011 (excluding information furnished pursuant to
Item 7.01), June 7,
2011 (excluding information furnished pursuant
to Item 7.01), June 13, 2011 and June 21, 2011 (excluding information furnished pursuant
to Item 7.01) and on Form 8-K/A filed on April 1, 2011; and
    
    The description of our limited partnership units contained in the Registration Statement on Form 8-A filed on August 9, 2005.You may request a copy of any document incorporated by reference in this prospectus, at no cost, by writing or calling us at the following address:
 
  2




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RISK FACTORS
 
  
  
 FORWARD-LOOKING STATEMENTS
   
 USE OF PROCEEDS
  3




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DESCRIPTION OF THE LIMITED PARTNERSHIP UNITS
 
 General
  
 Voting
  
 No Preemptive Rights
  
 Transfer Agent and Registrar
  4




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DESCRIPTION OF THE CLASS B UNITS
 
 General
   
 Voting
  
 No Preemptive Rights
  
 Transfer Agent and Registrar
  5




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HOW WE MAKE DISTRIBUTIONS
  
 General
  
 Units Eligible for Distributions
 
  
 
  
 
 Distributions of Cash upon Liquidation
   6




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OUR AMENDED AND RESTATED PARTNERSHIP AGREEMENT
   
    
    with regard to distributions, please read How We Make Distributions;
    
    with regard to allocations of taxable income and taxable loss, please read Material
U.S. Federal Income Tax Consequences.
 
 Organization and Duration
  
 Purpose
   
 Power of Attorney
  
 Issuance of Additional Securities
    
 Limited Liability
  7




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
    
    to elect members of the board of directors of our general partner;
    
    to remove or replace our general partner;
    
    to approve certain amendments to our amended and restated partnership agreement; or
    
    to take any other action under our amended and restated partnership agreement
    
 Voting Rights
  Election of the board of directors of
our general partner
    
    All but up to two directors on the board of directors of our general partner will be elected by a plurality of the votes cast
 8




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at meetings of the limited partners. Please read Meetings; Voting.Amendment of the amended and restatedpartnership agreement
    
    Certain amendments may be made by our general partner without the approval of our unitholders. Certain other amendments require the approval of holders of a majority of outstanding Units. Certain other amendments require the approval of holders of a super-majority of outstanding Units. Please read Amendment of Our Amended and Restated Partnership Agreement.Sale of all or substantially all of the Partnerships assets
    
    Holders of two-thirds of outstanding Units. Please read Merger, Sale or Other Disposition of Assets.Dissolution of the Partnership
    
    Holders of two-thirds of outstanding Units. Please read Termination and Dissolution.Removal/Replacement of our general partner
    
    Holders of 80% of outstanding Units. Please read Withdrawal or Removal of Our General Partner.
 
 Amendment of Our Amended and Restated Partnership Agreement
 General.
 No Unitholder Approval.
 
    
    a change in our name, the location of our principal place of business, our
registered agent or our registered office;
    
    a change that our general partner deems appropriate or necessary for us to qualify
or to continue our qualification as a limited partnership or a partnership in which the
limited partners have limited liability under the laws of any state or jurisdiction or
to ensure that neither we nor any of our operating partnerships will be treated as an
association taxable as a corporation for federal income tax purposes;
    
    a change that is appropriate or necessary, in the opinion of our counsel, to prevent
us, Holdings, our general partner or any of their subsidiaries from in any manner being
subjected to the provisions of the Investment Company Act of 1940, the Investment
Advisors Act of 1940, or plan asset regulations adopted under the Employee Retirement
Income Security Act of 1974, whether or not substantially similar to plan asset
regulations currently applied or proposed; or
    
    any other changes or events similar to any of the matters described in the clauses
above.
  9




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
    
    a change that in the good faith opinion of our general partner does not adversely
affect our limited partners in any material respect;
    
    a change to divide our outstanding units into a greater number of units, to combine
the outstanding units into a smaller number of units or to reclassify our units in a
manner that in the good faith opinion of our general partner does not adversely affect
any class of our limited partners in any material respect;
    
    a change that our general partner deems appropriate or necessary to satisfy any
requirements, conditions or guidelines contained in any order, rule or regulation of
any federal or state agency or contained in any federal or state statute; or
    
    a change that our general partner deems appropriate or necessary to facilitate the
trading of any of the Units or comply with any rule, regulation, requirement, condition
or guideline of any exchange on which any units are or will be listed or admitted to
trading.
 Opinion of Counsel and Partnership Unitholder Approval.
  
 Merger, Sale or Other Disposition of Assets
  
 Withdrawal or Removal of Our General Partner
 
  
   10




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Transfer of General Partner Interest
  
 Termination and Dissolution
  (1)
    
    the expiration of our term on December 31, 2086;(2)
    
    the withdrawal of our general partner unless a person becomes a successor
general partner prior to or on the effective date of such withdrawal;(3)
    
    the bankruptcy or dissolution of our general partner, or any other event that
results in its ceasing to be our general partner other than by reason of a withdrawal
or removal; or(4)
    
    the election of our general partner to dissolve us, if approved by the holders
of two-thirds of the outstanding Units.
  (1)
    
    the action would not result in the loss of limited liability of any limited
partner; and(2)
    
    neither the Partnership nor the reconstituted limited partnership would be
treated as an association taxable as a corporation for federal income tax purposes.
 
 Liquidation and Distribution of Proceeds
  
 Meetings; Voting
  11




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Board of Directors
 General.
 Public Directors.
 12




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Nominations of Public Directors.
      13




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Indemnification
   14




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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
      
 Partnership Status
   15




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(1)
    
    Except for Buckeye Gulf Coast Pipe Lines, L.P., neither we nor any of our
operating subsidiaries that are partnerships or limited liability companies has elected
or will elect to be treated as a corporation;(2)
    
    For each taxable year, more than 90% of our gross income has been and will be
income that Vinson & Elkins L.L.P. has opined or will opine is qualifying income
within the meaning of Section 7704(d) of the Internal Revenue Code; and(3)
    
    Each hedging transaction that we treat as resulting in qualifying income has
been and will be appropriately identified as a hedging transaction pursuant to
applicable Treasury Regulations, and has been and will be associated with oil, gas, or
products thereof that are held or to be held by us in activities that Vinson & Elkins
L.L.P. has opined or will opine result in qualifying income.
      16




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Limited Partner Status
     
 Tax Consequences of Unit Ownership
 Flow-Through of Taxable Income
  Treatment of Distributions
   17




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Basis of Units
  Limitations on Deductibility of Losses
    18




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Limitations on Interest Deductions
  
    
    interest on indebtedness properly allocable to property held for investment;
    
    interest expense attributed to portfolio income; and
    
    the portion of interest expense incurred to purchase or carry an interest in a
passive activity to the extent attributable to portfolio income.
  Entity-Level Collections
  Allocation of Income, Gain, Loss and Deduction
  19




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
    
    its relative contributions to us;
    
    the interests of all the partners in profits and losses;
    
    the interest of all the partners in cash flow; and
    
    the rights of all the partners to distributions of capital upon liquidation.
  Treatment of Short Sales
  
    
    any of our income, gain, loss or deduction with respect to those Units would not be
reportable by the Partnership unitholder;
    
    any cash distributions received by the Partnership unitholder as to those Units
would be fully taxable; and
    
    all of these distributions would appear to be ordinary income.
  20




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Alternative Minimum Tax
  Tax Rates
   Section 754 Election
    21




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Tax Treatment of Operations
 Accounting Method and Taxable Year
  22




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Tax Basis, Depreciation and Amortization
     Valuation and Tax Basis of the Partnerships Properties
  
 Disposition of Units
 Recognition of Gain or Loss
    23




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
    
    a short sale;
    
    an offsetting notional principal contract; or
    
    a futures or forward contract with respect to the partnership interest or
substantially identical property.
  Allocations Between Transferors and Transferees
   24




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Notification Requirements
  Constructive Termination
  
 Uniformity of Units
  25




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Tax-Exempt Organizations and Other Investors
      26




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Administrative Matters
 Information Returns and Audit Procedures
      Nominee Reporting
  (1)
    
    the name, address and taxpayer identification number of the beneficial owner
and the nominee;
 27




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(2)
    
    whether the beneficial owner is:
 
    
    a person that is not a United States person;
    
    a foreign government, an international organization or any wholly owned agency
or instrumentality of either of the foregoing; or
    
    a tax-exempt entity;
 (3)
    
    the amount and description of Units held, acquired or transferred for the
beneficial owner; and(4)
    
    specific information including the dates of acquisitions and transfers, means
of acquisitions and transfers, and acquisition cost for purchases, as well as the
amount of net proceeds from sales.
  Accuracy-Related Penalties
   (1)
    
    for which there is, or was, substantial authority; or(2)
    
    as to which there is a reasonable basis and the pertinent facts of that
position are disclosed on the return.
   28




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Reportable Transactions
   
    
    accuracy-related penalties with a broader scope, significantly narrower exceptions,
and potentially greater amounts than described above at Accuracy-Related Penalties;
    
    for those persons otherwise entitled to deduct interest on federal tax deficiencies,
nondeductibility of interest on any resulting tax liability; and
    
    in the case of a listed transaction, an extended statute of limitations. The
Partnership does not expect to engage in any reportable transactions.
 
 State, Local, Foreign and Other Tax Considerations
   29




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LEGAL MATTERS
  
 EXPERTS
 
  
 
  
 30




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SELLING UNITHOLDERS
  
    
    up to 1,095,722 Class B Units; and
    
    up to 1,716,583 LP units, including 1,095,722 LP Units into which the Class B
Units are convertible.
     
  
 
 Class B Units ThatOutstanding LP
    
    LP Units That
    
    
    
    
    
    May be OfferedSelling Unitholder
    
    Units Owned
    
    May be Offered Hereby
    
    Class B Units Owned
    
    HerebyVopak Bahamas B.V.(1)
    
    
    620,861
    
    
    
    1,716,583
    (2)
    
    
    1,115,439
    
    
    
    1,095,722
 
 
 (1)
    
    Vopak Bahamas B.V. (Vopak) parent, Koninklijke Vopak N.V., has investment power over the Registrable Securities and
 other securities owned by Vopak as it owns all of the issued and outstanding interests in Vopak and has authority
over Vopak to direct voting and disposition of the Units.  Vopak is not a registered broker-dealer and is not an
affiliate of a registered broker dealer.(2)
    
    Includes 1,095,722 LP units issuable on a one-for-one basis upon the conversion of the
Class B units registered hereby. 31




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PLAN OF DISTRIBUTION
  
    
    underwritten transactions;
    
    privately negotiated transactions;
    
    exchange distributions and/or secondary distributions;
    
    sales in the over-the-counter market;
    
    ordinary brokerage transactions and transactions in which the broker solicits
purchasers;
    
    broker-dealers may agree with the selling unitholders to sell a specified number of
such Units at a stipulated price per unit;
    
    a block trade (which may involve crosses) in which the broker or dealer so engaged
will attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
    
    purchases by a broker or dealer as principal and resale by such broker or dealer for
its own account pursuant to this prospectus;
    
    short sales;
    
    through the writing of options on the units, whether or not the options are listed
on an options exchange;
    
    through the distributions of the units by any selling unitholder to its partners,
members or stockholders;
    
    a combination of any such methods of sale; and
    
    any other method permitted pursuant to applicable law.
   32




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
    
    in or through one or more transactions (which may involve crosses and block
transactions) or distributions;
 
    
    on the New York Stock Exchange;
 
    
    in the over-the-counter market; or
 
    
    in private transactions.
        33




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PART II
 INFORMATION NOT REQUIRED IN THE PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution.
  SEC Registration Fee
    
    $
    12,553.61Printing Expenses
    
    $
    5,000Fees and Expenses of Legal Counsel
    
    $
    20,000Accounting Fees and Expenses
    
    $
    30,000Miscellaneous
    
    $
    5,000Total
    
    $
    72,553.61
 Item 15. Indemnification of Officers and Directors.
  Item 16. Exhibits
    Item 17. Undertakings
 (a)
    
    The undersigned registrant hereby undertakes:
 (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the
Securities Act;
 (ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the
effective registration statement; and
 II-1




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(iii)
    
    To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement;
 provided, however, that paragraphs a(l)(i), a(l)(ii) and a(l)(iii) above do not
apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
 (2)
    
    That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
 (3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
 (4)
    
    That, for the purpose of determining liability under the Securities Act to any
purchaser:
 (i)
    
    Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and
 (ii)
    
    Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date.
 (b)
    
    For the purpose of determining liability of the registrant under the Securities Act to any
purchaser in the initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
 (1)
    
    Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
 II-2




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(2)
    
    Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned registrant;
 (3)
    
    The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
 (4)
    
    Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
 (c)
    
    The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrants annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
 (d)
    
    The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report,
to security holders that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim financial
information.
 (e)
    
    Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers, and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such that indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of
such issue.
 (f)
    
    The undersigned registrant hereby undertakes:
 (1)
    
    For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this registration
statement in reliance on Rule 430A and contained in a form of prospectus or prospectus
supplement filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
 (2)
    
    For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus or prospectus supplement
shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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SIGNATURES
 
 st
 
 BUCKEYE PARTNERS, L.P.By:
    BUCKEYE GP LLC,its general partner By:

/s/
Keith E. St.ClairKeith E. St.ClairSenior Vice President and Chief Financial
Officer II-4




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##### Table of Contents



st
 
 
 Signature
    
    Title*
Forrest E. Wylie
    
    Chairman of the Board,
Chief Executive Officer and Director of
Buckeye GP LLC, the general partner of Buckeye Partners, L.P.(principal executive officer)*
Keith E. St.Clair
    
    Senior Vice President and Chief Financial Officer of
Buckeye GP LLC,
the general partner of Buckeye Partners, L.P.(principal financial officer)*
Jeffrey I. Beason
    
    Vice President and Controller of Buckeye GP LLC, the general
partner of Buckeye Partners, L.P.(principal accounting officer)*
C. Scott Hobbs
    
    Director of Buckeye GP LLC,
the general partner of Buckeye Partners, L.P.*
Joseph A. LaSala, Jr.
    
    Director of Buckeye GP LLC,
the general partner of Buckeye Partners, L.P.*
Mark C. McKinley
    
    Director of Buckeye GP LLC,
the general partner of Buckeye Partners, L.P.*
Oliver Rick G. Richard, III
    
    Director of Buckeye GP LLC,
the general partner of Buckeye Partners, L.P.*
Frank S. Sowinski
    
    Director of Buckeye GP LLC,
the general partner of Buckeye Partners, L.P.*
Martin A. White
    
    Director of Buckeye GP LLC,
the general partner of Buckeye Partners, L.P.
 
 
 *By:

/s/
William H. Schmidt, Jr.As Attorney-in-Fact 
 II-5




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##### Table of Contents



EXHIBIT INDEX
 
 Exhibit Number
    
    Description1.1*
    
    Form of Underwriting Agreement3.1
    
    Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated
as of November 19, 2010 (Incorporated by reference to Exhibit 3.1 of Buckeye Partners,
L.P.s Current Report on Form 8-K filed on November 22, 2010).3.2
    
    Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of
Buckeye Partners, L.P., dated as of January 18, 2011 (Incorporated by reference to
Exhibit 3.1 of Buckeye Partners, L.P.s Current Report on Form 8-K filed on January
20, 2011).5.1
    
    Opinion of Vinson & Elkins
L.L.P. as to the legality of the securities being registered8.1
    
    Opinion of Vinson & Elkins
L.L.P. relating to tax matters (previously filed)23.1
    
    Consent of Deloitte & Touche LLP23.2
    
    Consent of KPMG Accountants N.V.23.3
    
    Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1)24.1
    
    Power of Attorney (previously filed)
 
 
 *
    
    To be filed by amendment or as an exhibit to a current report on Form 8-K of the registrant. II-6