Exhibit 10.3


                          REGISTRATION RIGHTS AGREEMENT


         This  Registration  Rights  Agreement dated as of January 3, 2001 (this
"Agreement"),  is by and  between  Kaneb Pipe Line  Partners,  L.P.,  a Delaware
limited partnership (the  "Partnership"),  and the persons and entity identified
as "Unitholders" on the signature pages hereto (individually, a "Unitholder" and
collectively the "Unitholders");

                                    RECITALS

         WHEREAS,   the  Partnership  and  the  Unitholders  are  parties  to  a
Securities  Purchase  Agreement  dated as of September  22, 2000 (the  "Purchase
Agreement")  pursuant to which the Partnership will acquire from the Unitholders
membership  interests in Shore Terminals,  LLC in exchange for cash and Units of
Limited Partnership Interests of the Partnership ("Units");

         WHEREAS,  in order to improve  the  transferability  of the Units to be
received by the Unitholders pursuant to the Purchase Agreement, the Partnership,
as a condition to the consummation of the transactions contemplated therein, has
agreed to provide to the Unitholders certain registration rights with respect to
the Units.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein set forth and for other good and valuable  consideration,  the
parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

                               REGISTRATION RIGHTS

         The Partnership and the Unitholders covenant and agree as follows:

ARTICLE 1.1    Definitions.  For purposes of this Agreement:

         (a) The terms "register,"  "registered" and  "registration"  refer to a
registration  of  securities  effected by  preparing  and filing a  registration
statement or similar  document in compliance with the Securities Act (as defined
below),  and the declaration or ordering of effectiveness  of such  registration
statement or document.

         (1)      The term "Registrable  Securities" means any Units received by
                  the Unitholders  pursuant to the Purchase  Agreement,  or as a
                  dividend or other distribution with respect to, or in exchange
                  for or in replacement of, such Units.

         (b) The term "Restricted  Securities" means the Registrable  Securities
subject to the provisions of Section hereof.

         (c) The term "Person"  means an individual,  partnership,  corporation,
limited liability company, trust,  unincorporated  organization,  or other legal
entity or government or agency or political subdivision thereof.

         (d) The term "Commission" means the Securities and Exchange Commission.

         (e) The term  "Securities  Act" means the  Securities  Act of 1933,  as
amended,  and the term "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

         (f) Securities  Subject to this Agreement.  The securities  entitled to
the benefits of this Agreement are the Registrable Securities,  but with respect
to any particular Registrable Security,  only so long as such security continues
to be a Restricted  Security.  A Registrable  Security ceases to be a Restricted
Security when it has been  effectively  registered  under the Securities Act and
disposed of in accordance  with the  registration  statement  covering it, it is
sold pursuant to Rule 144 or Rule 145 (or any similar  provision  then in force)
under the Securities Act, it may be otherwise  transferred  without  restriction
under Rule 144 (or any similar or successor  rule or provision then in force) in
compliance  with the  provisions  thereof,  as long as the  volume  restrictions
thereunder  would permit the Unitholder to transfer all  Registrable  Securities
then held by the Unitholder in one transaction  and the  Partnership  shall have
delivered a new certificate or other evidence of ownership  containing no legend
restricting  transfer  other than one requiring any transfer to be in compliance
with the provisions of such rule (other than any volume restrictions thereof) or
it has otherwise  been  transferred  by the Unitholder to a Person other than an
affiliate of the Unitholder without the consent of the Partnership.

ARTICLE 1.2                Required Registration.

         (a) The Partnership  shall,  as promptly as practicable  after the date
hereof,  in accordance  with and subject to the  provisions  of this  Agreement,
prepare and file with the Commission a registration statement on Form S_3 (or if
S_3 or a successor form is not then available to the  Partnership,  on such form
of  registration  statement as is then available to effect a registration of the
Registrable  Securities) (the  "Registration  Statement") to register all of the
Registrable  Securities held by the Unitholders for resale by the Unitholders in
non-underwritten,  market  transactions,  and shall use commercially  reasonable
efforts  to cause  the  Registration  Statement  to become  effective  under the
Securities  Act within 90 days of the date of this  Agreement.  The  Partnership
agrees to use commercially reasonable efforts to keep the Registration Statement
continuously  effective  from the date on which the  Registration  Statement  is
declared effective through the date that is two (2) years after the date of this
Agreement.

         (1)      The  Partnership is obligated to effect only one  registration
                  pursuant to this Section A registration shall not be deemed to
                  have been effected unless it has become effective or if, after
                  it has become effective,  such registration is terminated by a
                  stop order,  injunction  or other order of the  Commission  or
                  other  governmental   agency  or  court  (unless  all  of  the
                  Registrable Securities have been sold prior to the issuance of
                  such stop order, injunction or other order).

         (b) The  Partnership  may delay for a maximum  of 90 days the filing of
the  Registration  Statement  pursuant to this Section  when,  in its good faith
judgment,  the Partnership  reasonably  believes that the filing thereof, or the
offering of securities pursuant thereto, would materially and adversely affect a
pending or  proposed  public  offering  of  securities  of the  Partnership,  an
acquisition, merger, recapitalization,  consolidation, reorganization or similar
transaction relating to the Partnership or negotiations,  discussions or pending
proposals with respect  thereto or require  premature  disclosure of information
not  otherwise  required  to be  disclosed  to the  potential  detriment  of the
Partnership.

ARTICLE 1.3  Additional  Obligations  of the  Partnership.  If and  whenever the
Partnership is required by the provisions of this Agreement to use  commercially
reasonable efforts to effect the registration of any Registrable Securities, the
Partnership shall as expeditiously as reasonably practicable:

         (a)  prepare  and  file  with  the  Commission   such   amendments  and
post_effective  amendments to the Registration  Statement as may be necessary to
keep the Registration  Statement  effective for the applicable  period (provided
that the  Partnership  may delay for a maximum of 90 days the filing of any such
amendment when, in its good faith judgment the Partnership  reasonably  believes
that the filing thereof, or the offering of securities  pursuant thereto,  would
materially  and  adversely  affect a pending  or  proposed  public  offering  of
securities  of  the  Partnership,  an  acquisition,   merger,  recapitalization,
consolidation, reorganization or similar transaction relating to the Partnership
or  negotiations,  discussions  or pending  proposals  with  respect  thereto or
require  premature  disclosure  of  information  not  otherwise  required  to be
disclosed  to the  potential  detriment of the  Partnership);  cause the related
prospectus to be filed pursuant to Rule 424(b) under the  Securities  Act; cause
such prospectus to be supplemented by any required prospectus supplement and, as
so  supplemented,  to be filed pursuant to Rule 424(b) under the Securities Act;
and  comply  with the  provisions  of the  Securities  Act with  respect  to the
disposition of all securities  covered by the Registration  Statement during the
applicable  period in accordance  with the intended  methods of disposition  set
forth in the Registration Statement or supplement to such prospectus;

         (1)      notify the  Unitholders  promptly,  when a  prospectus  or any
                  prospectus  supplement  or  post_effective  amendment has been
                  filed, and, with respect to the Registration  Statement or any
                  post_effective  amendment, when the same has become effective,
                  of any request by the Commission for amendments or supplements
                  to the  Registration  Statement or related  prospectus  or for
                  additional  information,  of the issuance by the Commission of
                  any  stop   order   suspending   the   effectiveness   of  the
                  Registration  Statement or the  initiation of any  proceedings
                  for that  purpose,  of the receipt by the  Partnership  of any
                  notification   with   respect   to  the   suspension   of  the
                  qualification of any of the Registrable Securities for sale in
                  any  jurisdiction or the initiation of any proceeding for such
                  purpose,  of the  happening  of any event which  requires  the
                  making of any changes in the Registration Statement or related
                  prospectus so that such  documents will not contain any untrue
                  statement  of a  material  fact or omit to state any  material
                  fact  required to be stated  therein or  necessary to make the
                  statements  therein not misleading,  and of the  Partnership's
                  reasonable  determination  that a post_effective  amendment to
                  the Registration  Statement would be appropriate or that there
                  exists  circumstances  not yet  disclosed  to the public which
                  make   further   sales   under  the   Registration   Statement
                  inadvisable   pending  such  disclosures  and   post_effective
                  amendment;

         (b) use commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement, or the lifting
of any suspension of the qualification of any of the Registrable  Securities for
sale in any jurisdiction;

         (c) furnish to the  Unitholders,  without  charge,  at least one signed
copy of the Registration Statement and any post_effective amendment thereto;

         (d) deliver  without  charge to the  Unitholders  as many copies of the
prospectus or  prospectuses  (including  each  preliminary  prospectus)  and any
amendment or supplement thereto as each Unitholder may reasonably request; and

         (e) prior to any public offering of Registrable Securities, register or
qualify or cooperate with the  Unitholders  and their counsel in connection with
the registration or  qualification of such Registrable  Securities for offer and
sale under the  securities  or Blue Sky laws of such  states as the  Unitholders
reasonably request in writing, provided that in qualifying under such securities
or Blue Sky laws the Partnership shall not be required to qualify to do business
or submit to the jurisdiction of any state or other jurisdiction.

         In connection  with the  registration  of Registrable  Securities,  the
Partnership  may  require the  Unitholders  to furnish to the  Partnership  such
information regarding the Unitholders and the distribution of such securities as
the Partnership may from time to time reasonably request in writing.

         Each Unitholder  agrees by acquisition of Registrable  Securities that,
upon receipt of any notice from the Partnership of the happening of any event of
the kind described in Section (b)(ii)-(vi) hereof, the Unitholder will forthwith
discontinue  disposition of securities covered by the Registration  Statement or
prospectus until the  Unitholder's  receipt of the copies of the supplemented or
amended  prospectus   contemplated  by  Section  (b)(i)  hereof,  or  until  the
Unitholder  is  advised  in  writing  by the  Partnership  that  the  use of the
applicable  prospectus may be resumed, and has received copies of any additional
or supplemental  filings which are incorporated by reference in such prospectus,
and, if so directed by the  Partnership,  the  Unitholders  will  deliver to the
Partnership (at the Partnership's expense) all copies, other than permanent file
copies then in the  Unitholders'  possession,  of the  prospectus  covering such
Registrable Securities current at the time of receipt of such notice.

ARTICLE 1.4 Expenses of Registration.  All expenses  incurred in connection with
the  registration   pursuant  to  Section   (including,   but  not  limited  to,
registration,  filing and qualification fees, printers' and accounting fees, and
the fees and disbursements of counsel for the Partnership) shall be borne by the
Partnership,  with the exception of fees and  disbursements  of the Unitholders'
counsel,  which shall be borne by the Unitholders.  In addition, the Unitholders
shall  bear  and  pay  all  underwriting   discounts  and  selling   commissions
attributable to sales of Registrable Securities.

ARTICLE  1.5  Indemnification  and  Contribution.  In the event any  Registrable
Securities are included in the Registration Statement under this Agreement:

         (a) The Partnership  will indemnify and hold harmless the  Unitholders,
the officers and directors of the Unitholders and each other Person, if any, who
controls the Unitholders within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages,  liabilities or expenses, joint or several,
to which  any such  Person  may  become  subject  under  the  Securities  Act or
otherwise,  insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged  untrue  statement of a material fact  contained in any  registration
statement under which such  Registrable  Securities  were  registered  under the
Securities  Act pursuant  hereto or any  prospectus  contained  therein,  or any
post-effective amendment thereof or supplement thereto,  including all documents
incorporated by reference therein, or the omission or alleged omission therefrom
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein not misleading,  and will reimburse the Unitholders and each
such Person for any legal or any other expenses  reasonably  incurred by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or expense; provided,  however, that the indemnity agreement contained
in this  Section (a) shall not apply to amounts paid in  settlement  of any such
loss, claim, damage, liability or expense if such settlement is effected without
the  consent  of the  Partnership  (which  consent  shall  not  be  unreasonably
withheld);  and provided further that the Partnership shall not be liable to any
such  Person in any such case to the extent that any such loss,  claim,  damage,
liability or expense arises out of or is based upon any such untrue statement or
omission or alleged  untrue  statement  or omission  which has been made in said
registration  statement or omitted  therefrom in reliance upon and in conformity
with  information  furnished  in  writing  to the  Partnership  by  such  Person
specifically for use in the preparation thereof.

         (b) Each Unitholder, severally and not jointly, will indemnify and hold
harmless the  Partnership,  each of its directors,  each of its officers who has
signed the  Registration  Statement,  and each Person,  if any, who controls the
Partnership  within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages, liabilities or expenses, joint or several, to which the
Partnership  or any such Person,  may become subject under the Securities Act or
otherwise,  but only insofar as such losses,  claims,  damages,  liabilities  or
expenses  (or  actions  in respect  thereof)  arise out of or are based upon any
untrue  statement  or  omission  or alleged  untrue  statement  or omission of a
material fact referred to in Section (a) hereof, in each case to the extent (and
only to the extent)  that such untrue  statement  or omission or alleged  untrue
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information furnished in writing by or on behalf of such Unitholder specifically
for use in  connection  with  such  registration;  provided,  however,  that the
indemnity  agreement  contained  in this  Section (b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or expense if such
settlement  is effected  without the consent of the  Unitholders,  which consent
shall not be  unreasonably  withheld.  The  foregoing  indemnification  shall be
limited  in  amount  as to each  Unitholder  to the  proceeds  received  by such
Unitholder upon the sale of such Unitholder's Registrable Securities.

         (c) Promptly after receipt by an  indemnified  party under this Section
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
an  indemnifying  party under this  Section , notify the  indemnifying  party in
writing of the commencement  thereof and the  indemnifying  party shall have the
right to participate in, and, to the extent the  indemnifying  party so desires,
to assume the defense thereof with counsel mutually satisfactory to the parties,
provided,  however, that an indemnified party shall have the right to retain its
own counsel, with the fees and expenses to be paid by the indemnifying party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure to so notify an  indemnifying  party
within a  reasonable  time of the  commencement  of any such  action  shall  not
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  ,  except  to the  extent  the  indemnifying  party  is  actually
prejudiced  thereby,  but the omission so to notify the indemnifying  party will
not  relieve  it of any  liability  that it may  have to any  indemnified  party
otherwise than under this Section .

         (d) If the  indemnification  provided  for in  this  Section  from  the
indemnifying  party is unavailable to an indemnified  party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to herein, then
the indemnifying  party, in lieu of indemnifying such indemnified  party,  shall
contribute to the amount paid or payable by such  indemnified  party as a result
of such losses, claims,  damages,  liabilities or expenses in such proportion as
is  appropriate  to reflect the  relative  fault of the  indemnifying  party and
indemnified  parties in  connection  with the  actions  which  resulted  in such
losses, claims, damages,  liabilities or expenses, as well as any other relevant
equitable  considerations.  The relative  fault of such  indemnifying  party and
indemnified  parties  shall be  determined  by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to  include,  subject  to the
limitations set forth in Section (c) hereof, any legal or other fees or expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

         The parties  hereto  agree that it would not be just and  equitable  if
contribution pursuant to this Section (d) were determined by pro rata allocation
or by any other  method of  allocation  which  does not take  into  account  the
equitable considerations referred to in the preceding paragraph. Notwithstanding
the  provisions  of this  Section  (d),  no  Unitholder  shall  be  required  to
contribute any amount in excess of the dollar amount of the proceeds received by
such Unitholder upon the sale of such Unitholder's  Registrable  Securities.  No
Person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

ARTICLE 1.6 No  Assignment of Rights.  No Unitholder  shall assign any rights or
benefits  under  this  Agreement  without  the  prior  written  consent  of  the
Partnership.

         (1) Reports  under the Exchange  Act. For the shorter of so long as the
Partnership is required  under the Exchange Act to file periodic  public reports
with the  Commission,  and a period of three  (3)  years  after the date of this
Agreement, the Partnership shall use commercially reasonable efforts to:

         (b) file with the  Commission  in a timely manner all reports and other
documents  required of the Partnership under the Securities Act and the Exchange
Act; and

         (1)      furnish to a Unitholder  owning any Registrable  Securities or
                  its agent upon reasonable  request a written  statement by the
                  Partnership   that  it  has   complied   with  the   reporting
                  requirements  of Rule 144, the Securities Act and the Exchange
                  Act, a copy of the most recent  annual or quarterly  report of
                  the  Partnership and such other reports and documents so filed
                  by the  Partnership,  and  such  other  information  as may be
                  reasonably  required by any  Unitholder to avail itself of the
                  benefits of Rule 144 promulgated under the Securities Act.

ARTICLE 2   MISCELLANEOUS

ARTICLE 2.1 Successors and Assigns; No Third Party Benefit. This Agreement shall
be binding  upon and inure to the benefit of the  parties  and their  respective
permitted successors and assigns. Nothing in this Agreement, express or implied,
is intended  to confer  upon any party  other than the parties  hereto and their
respective  permitted  successors and assigns any rights or remedies under or by
reason of this Agreement, except as expressly provided in this Agreement.

ARTICLE 2.2 Governing Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware  without giving effect to any
choice or conflict of law provision or rule (whether of the State of Delaware or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction other than the State of Delaware.

ARTICLE  2.3  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

         (1)      Notices.  All notices,  requests,  demands,  claims, and other
                  communications  hereunder  shall be in  writing.  Any  notice,
                  request, demand, claim, or other communication hereunder shall
                  be sent by  personal  delivery  (including  courier  service),
                  telecopier   during  normal   business  hours  to  the  number
                  indicated  (followed  promptly  by  mail),  or  registered  or
                  certified mail, return receipt requested, postage prepaid, and
                  addressed  to the  intended  recipient as set forth below (any
                  communication shall be deemed given upon receipt):

                  If to Unitholders:

                  c/o Lancewood, Inc.
                  300 Delaware Avenue
                  9th Floor
                  Wilmington, Delaware 19801
                  Attention:  Francis Jacobs
                  Telecopier No. (302) 552-3128

                  with a copy to:

                  Warren W. Garden, Esq.
                  5531 Greenbrier Drive
                  Dallas, Texas 75209
                  Telecopier No. (214) 352-3282

                  If to the Partnership:

                  Kaneb Pipe Line Partners, L.P.
                  2435 N. Central Expressway, Suite 700
                  Richardson, TX  75080
                  Attention: Edward D. Doherty, II
                  Telecopier No. (972) 699-4025

         Each of the Partnership  and Lancewood,  Inc. may change its telecopier
number or its address to which notices,  requests,  demands,  claims,  and other
communications  hereunder  are to be delivered by giving the other notice in the
manner herein set forth.

ARTICLE 2.4  Amendments  and Waivers.  No  amendments  of any  provision of this
Agreement  shall be valid unless the same shall be in writing and signed by each
party  hereto.  No  waiver by any party of any  default,  misrepresentation,  or
breach hereunder,  whether  intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation, or breach hereunder or affect in
any way any rights arising by virtue of any prior or subsequent such occurrence.

ARTICLE  2.5  Severability.  Any term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

ARTICLE 2.6 Entire Agreement.  This Agreement  (including the documents referred
to herein)  constitutes  the entire  agreement among the parties with respect to
the subject matter hereof, and supersedes any prior understandings,  agreements,
or  representations  between the  parties,  written or oral,  to the extent they
related in any way to the subject matter hereof.

         IN WITNESS  WHEREOF,  the  Partnership and the Unitholder have executed
this Agreement as of the date first above written.



                              PARTNERSHIP:

                              KANEB PIPE LINE PARTNERS, L.P.

                              By:   Kaneb Pipe Line Company, its general partner

                              By:
                              Name: E.D. Doherty
                              Title: Chairman of the Board


                              UNITHOLDERS:

                              LANCEWOOD, INC.

                              By:  Francis Jacobs, President



                              David L. Widener


                              Peter J. Jacullo, III


                              Richard Shore, Jr.


                              Michael J. Burgett