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                                                                     EXHIBIT 3.8

                                 AMENDMENT NO. 3
                                       TO
                         AMENDED AND RESTATED AGREEMENT
                             OF LIMITED PARTNERSHIP
                                       OF
                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP

      This Amendment No. 3 (this "Amendment") to the Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") of EOTT Energy
Operating Limited Partnership, a Delaware limited partnership (the
"Partnership"), is being executed by the undersigned pursuant to Sections 1.2,
1.4 and 14.1 of the Partnership Agreement.

      WHEREAS, Sections 1.2, 1.4 and 14.1 of the Partnership Agreement authorize
the General Partner of the Partnership pursuant to its powers of attorney from
the Limited Partner of the Partnership to change the name of the Partnership at
any time and to amend the Partnership Agreement without the approval of the
Limited Partner to reflect a change in the name of the Partnership; and

      WHEREAS, effective October 1, 2003, the name of the General Partner has
changed from EOTT Energy General Partner, L.L.C. to Link Energy General Partner
LLC; and

      WHEREAS, effective October 1, 2003, the name of the Limited Partner has
changed from EOTT Energy LLC to Link Energy LLC; and

      WHEREAS, the Board of Directors of the General Partner has duly adopted
resolutions (i) approving the change of the name of the Partnership from EOTT
Energy Operating Limited Partnership to Link Energy Limited Partnership, and
(ii) authorizing the officers of the General Partner to take all action
necessary or advisable to effect the name change;

      NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

      1.    Article I of the Partnership Agreement is hereby amended by deleting
Section 1.2 thereof in its entirety and replacing in lieu thereof a new Section
1.2 reading in its entirety as follows:

            "1.2  NAME. The name of the Partnership shall be, and the business
of the Partnership shall be conducted under the name of, "Link Energy Limited
Partnership." The Partnership's business may be conducted under any other name
or names deemed necessary or appropriate by the General Partner, including,
without limitation, the name of the General Partner or any Affiliate thereof.
The words "Limited Partnership," "L.P.," "Ltd." or similar words or letters
shall be included in the Partnership's name where necessary for the purposes of
complying with the laws of any jurisdiction that so requires. The General
Partner in its sole discretion may change the name of the Partnership at any
time and from time to time and shall
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notify the Limited Partner of such change in the next regular communication to
the Limited Partner."

      2.    All other references in the Partnership Agreement to "EOTT Energy
Operating Limited Partnership" shall be replaced with a reference to "Link
Energy Limited Partnership." All references in the Partnership Agreement to EOTT
Energy General Partner, L.L.C. as the General Partner shall be replaced with a
reference to "Link Energy General Partner LLC." All references in the
Partnership Agreement to EOTT Energy LLC as the Limited Partner shall be
replaced with a reference to "Link Energy LLC." All other terms and conditions
of the Partnership Agreement shall be unchanged and remain in full force and
effect. On or after the date listed below, each reference in the Partnership
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like
import, and any reference to the Partnership Agreement in any certificate or
document delivered in connection therewith, shall mean and be a reference to the
Partnership Agreement as amended hereby.

      3.    All capitalized terms used in this Amendment but not defined herein
shall have the meanings ascribed to such terms in the Limited Partnership
Agreement.

      4.    This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware.
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      IN WITNESS WHEREOF, the undersigned have executed this Amendment to the
Partnership Agreement effective as of the first day of October, 2003.

                                   GENERAL PARTNER:

                                   LINK ENERGY GENERAL PARTNER LLC


                                   /s/ THOMAS M. MATTHEWS
                                   ---------------------------------------------
                                   Thomas M. Matthews
                                   Chief Executive Officer


                                   LIMITED PARTNER:

                                   The Limited Partner, Link Energy LLC,
                                   pursuant to Powers of Attorney now and
                                   hereafter executed in favor of, and granted
                                   and delivered to, the General Partner

                                   By:      Link Energy General Partner LLC,
                                            General Partner, as attorney-in-fact
                                            for the Limited Partner pursuant to
                                            the Powers of Attorney granted
                                            pursuant to Section 1.4 of the
                                            Partnership Agreement


                                   /s/ THOMAS M. MATTHEWS
                                   ---------------------------------------------
                                   Thomas M. Matthews
                                   Chief Executive Officer