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 12, 2001


                           STATIA TERMINALS GROUP N.V.
             (Exact name of registrant as specified in its charter)




      Netherlands Antilles                0-25821              52-2003016
 (State or other jurisdiction of       (Commission File      (I.R.S. Employer
  incorporation or organization)           Number)          Identification No.)



                               Tumbledown Dick Bay
                       St. Eustatius, Netherlands Antilles
                    (Address of principal executive offices)


      Registrant's telephone number, including area code: (011) 5993-82300


                                 Not Applicable
           ----------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>


Item 5.   Other Events.

          On November  12,  2001,  Statia  Terminals  Group N.V.  ("Statia"),  a
Netherlands  Antilles  corporation,  and Kaneb Pipe Line Operating  Partnership,
L.P. ("Kaneb"),  a limited partnership  organized under the laws of the State of
Delaware,   entered  into  a  Stock  Purchase  Agreement  (the  "Stock  Purchase
Agreement"),  pursuant to which Statia will sell to Kaneb all of the outstanding
capital stock of each of Statia Terminals International N.V., Statia Technology,
Inc. and Statia Marine,  Inc. (the "Operating  Subsidiaries"),  which constitute
substantially  all of Statia's assets,  in consideration for a purchase price of
approximately  $307  million  including  cash on  hand  and  the  assumption  of
approximately  $107 million of indebtedness of the Operating  Subsidiaries.  The
purchase price is subject to adjustment following the sale to reflect the amount
of combined cash of the Operating Subsidiaries and their respective subsidiaries
on the date of the sale.  Following the sale,  Statia  intends to distribute the
proceeds of the sale to holders of Statia's  class A common  shares (the "Common
Shares"),  class B subordinated  shares (the "Subordinated  Shares") and class C
shares (the "Incentive Shares"), and subsequently to liquidate.

          Consummation  of the sale is not subject to any  financing  condition,
but is subject to other customary closing conditions,  including approval of the
sale  by  662/3%  of all  votes  cast  by  holders  of  the  Common  Shares  and
Subordinated  Shares,  voting  together,  at a special meeting at which at least
one-half  of  Statia's   voting   securities  are   represented.   In  addition,
consummation  of the sale and  subsequent  liquidation is subject to approval by
662/3% of all votes cast by holders of the Common Shares, voting separately as a
class,  of an amendment  to Statia's  articles of  incorporation  to provide the
method of  distribution  of the proceeds  from the sale among the holders of the
Common Shares, the Subordinated Shares and the Incentive Shares.

          Subject to receipt of the  shareholder  approvals  referred  to above,
following  the  consummation  of the sale, a  distribution  in the  aggregate of
$108.2 million will be made to the holders of the Common Shares  (representing a
distribution  of $18.00 per Common Share) and a distribution in the aggregate of
$62.3  million  will  be  made  to  the  holders  of  the   Subordinated  Shares
(representing  a  distribution  of $16.40 per  Subordinated  Share).  Holders of
Incentive Shares will be entitled to receive Statia's remaining assets after any
adjustment to the purchase price  described  above and after payment of Statia's
liabilities  (including  payments to optionholders  described below) immediately
prior to  liquidation.  Based on  information  currently  available  to  Statia,
assuming  the closing of the sale in the first  quarter of 2001 and  assuming no
unanticipated  claims are presented  between the date hereof and the date of the
liquidation,  Statia believes that holders of the Incentive Shares are likely to
receive an aggregate  distribution of approximately  $8.1 million.  In addition,
holders of options to purchase  Common Shares will be paid an aggregate of $13.9
million out of the sale  proceeds in  consideration  for the  surrender  of such
options.

          The  distribution  to the holders of Common  Shares  following
consummation  of the sale includes  payment for all unpaid  dividends  that will
have  accrued  in favor of the  Common  Shares  prior to the date of the
distribution.

          The foregoing summary of the Stock Purchase  Agreement is qualified in
its  entirety by  reference  to the text of such  agreement,  a copy of which is
filed as Exhibit 2.1 hereto and which is incorporated herein by reference.

          Statia  issued a press release  announcing  the execution of the Stock
Purchase  Agreement  on November  13,  2001, a copy of which is filed as Exhibit
99.1 hereto and which is incorporated herein by reference.

          This report  contains  certain  statements  that are neither  reported
financial  results  nor  other  historical  information.  These  statements  are
forward-looking  statements within the meaning of the safe-harbor  provisions of
the U.S. federal securities laws. These  forward-looking  statements are subject
to risks and uncertainties  that could cause actual results to differ materially
from those expressed in the forward-looking  statements. Many of these risks and
uncertainties relate to factors that are beyond the ability of Statia to control
or estimate precisely,  such as future market conditions,  the behavior of other
market participants and the actions of governmental regulators.  These and other
risk factors are  detailed in reports  filed by Statia with the  Securities  and
Exchange Commission.  Readers are cautioned not to place undue reliance on these
forward-looking  statements,  which  speak  only as of the date of this  report.
Statia does not  undertake any  obligation to publicly  release any revisions to
these  forward-looking  statements to reflect events or circumstances  after the
date of this press release.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(a)       Financial Statements of Businesses Acquired:

          Not applicable.

(b)       Pro Forma Financial Information:

          Not applicable.

(c)       Exhibits:

          2.1       Stock Purchase Agreement,  dated as of November 12, 2001, by
                    and between Statia  Terminals Group N.V. and Kaneb Pipe Line
                    Operating Partnership, L.P.

         99.1       Text of press  release  dated  November 13, 2001,  issued by
                    Statia Terminals Group N.V.




<PAGE>


                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    Statia Terminals Group N.V.
                                          (Registrant)


                                    By: /s/ James G. Cameron
                                       -----------------------------------------
                                       James G. Cameron
                                       Director

                                    By: /s/ James F. Brenner
                                       -----------------------------------------
                                       James F. Brenner
                                       Vice President and Treasurer


Dated: November 14, 2000


<PAGE>


                           Statia Terminals Group N.V.

                           Current Report on Form 8-K

                                  Exhibit Index


Exhibit No.         Description

2.1                 Stock Purchase Agreement,  dated as of November 12, 2001, by
                    and between Statia  Terminals Group N.V. and Kaneb Pipe Line
                    Operating Partnership, L.P.

99.1                Text of press  release  dated  November 13, 2001,  issued by
                    Statia Terminals Group N.V.


<PAGE>



<PAGE>