Exhibit 10.14

                           AMENDMENT TO LOAN AGREEMENT


         AMENDMENT  dated as of December 22, 2000 between KANEB  SERVICES,  INC.
("KSI"),   KANEB  PIPE  LINE  COMPANY  ("KPL",   KSI  and  KPL  being  sometimes
collectively  referred to as the  "Borrowers") and BANK OF SCOTLAND (the "Bank")
to that certain Loan Agreement  dated as of December 1, 1995 among the Borrowers
and the Bank ( as  modified by the letter  agreement  (the  "Letter  Agreement")
between  the  Borrowers  and  the  Bank  dated  as  of  November  9,  2000,  the
"Agreement").


                              W I T N E S S E T H :

         WHEREAS,  the parties hereto desire to amend the Agreement and the Note
such that the  Commitment  Period and the maturity date of the Note are extended
until June 29, 2001;

         NOW, THEREFORE, it is agreed:

         1.  Definitions.  All the terms used  herein  which are  defined in the
Agreement  (including,  to the  extent  any such terms are to be amended by this
Amendment,  as if such terms were already amended by this Amendment,  unless the
context shall otherwise  indicate) shall have the same meanings when used herein
unless  otherwise  defined herein.  All references to Sections in this Amendment
shall be  deemed  references  to  Sections  in the  Agreement  unless  otherwise
specified.

         2.  Effect  of  Amendment.  As used  in the  Agreement  (including  all
Exhibits  thereto),  the  Note  and the  other  Loan  Documents  and  all  other
instruments and documents  executed in connection with any of the foregoing,  on
and subsequent to the Amendment Date (as hereinafter defined),  any reference to
the Agreement shall mean the Agreement as modified hereby.

         3.  Defined  Terms.  The  term  "Commitment  Period"  in Annex I to the
Agreement is hereby amended by replacing the words "the calendar day in December
2000 that is five years from the Closing  Date" therein with the words "June 29,
2001."

         4. Amendment to Note. The first paragraph of the Note is hereby amended
by replacing the date "December 22, 2000" therein with the date "June 29, 2001."

         5.  Amendment  to Letter  Agreement.  The  Letter  Agreement  is hereby
amended by replacing the date "December 22, 2000" each time said date appears in
the third paragraph thereof with the date "June 15, 2001".

         6. Representations and Warranties

         To induce the Bank to enter into this Amendment,  each of the Borrowers
hereby  represents  and warrants to the Bank,  and agrees for the benefit of the
Bank, as follows (which representations, warranties and agreements shall survive
the execution delivery and effectiveness of this Amendment):

         (i)      The execution and delivery of this Amendment by the Borrowers,
                  the  execution  and  delivery of the  Confirming  Consent (the
                  "Confirming  Consent")  in the form of  Annex A hereto  by the
                  Borrowers  and each  other  Credit  Party  and the  Borrowers'
                  performance  of the  Agreement and the Note as amended by this
                  Amendment have been duly  authorized by all necessary  limited
                  liability company, corporate or partnership action;
         (ii)     This  Amendment and the Agreement as amended by this Amendment
                  are the legal,  valid and  binding  obligations  of the Credit
                  Parties party thereto,  enforceable  in accordance  with their
                  respective terms subject, as to enforceability,  to applicable
                  bankruptcy,   insolvency,   reorganization  and  similar  laws
                  affecting the enforcement of creditors'  rights  generally and
                  to general  principles of equity  (regardless  of whether such
                  enforcement  is  considered  in a  proceeding  in equity or at
                  law);
         (iii)    The  priority  of all  Liens in favor  of the Bank  under  the
                  Security  Documents  (whether  in  respect  of  Loans  made or
                  obligations  incurred before,  on or after the Amendment Date)
                  shall be the same as the  priority  of all  Liens  immediately
                  prior  to the  Amendment  Date  with  respect  to  obligations
                  outstanding immediately prior to the Amendment Date;
         (iv)     All  representations  and  warranties of the Borrowers and the
                  other  Credit  Parties  in the  Agreement  and the other  Loan
                  Documents  are true and correct in all material  respects with
                  the  same  effect  as  though  each  such  representation  and
                  warranty had been made on and as of the date hereof;
         (v)      No Default or Event of Default has occurred and is continuing;
                  and
         (vi)     If  requested  by the Bank,  the  Borrowers  will  execute and
                  deliver to the Bank an amended and  restated  Note  reflecting
                  the extension of maturity date effected by this Amendment.

         7.  Limited  Nature.  The  amendments  set  forth  herein  are  limited
precisely  as written  and shall not be deemed to (a) be a consent to any waiver
of, or  modification  of, any other term or condition of the Agreement or any of
the documents referred to therein or (b) prejudice any right or rights which the
Bank may now  have or may have in the  future  under or in  connection  with the
Agreement  or any of the  documents  referred  to therein.  Except as  expressly
amended  hereby,  the terms and provisions of the Agreement shall remain in full
force and effect.

         8. Governing Law. This  Amendment,  including the validity  thereof and
the rights and  obligations of the parties  hereunder,  shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.

         9. Amendment Date. This Amendment shall become effective as of the date
first above written (the "Amendment Date") when each of the following conditions
is satisfied.  If such  conditions  are not satisfied  prior to January 5, 2001,
this Amendment shall be deemed rescinded, null and void.


         (i)      This  Amendment  shall have been executed by the Borrowers and
                  the Bank and  delivered to the Bank at 565 Fifth  Avenue,  New
                  York, New York (attention: Adrian Knowles).


         (ii)     Each Borrower and each other Person for which a signature line
                  is set forth on the  Confirming  Consent  shall have  executed
                  such consent and delivered the same to the Bank.

         10.  Headings.  The descriptive  headings of the various  provisions of
this  Amendment are inserted for  convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


         11.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts by the different parties hereto on separate  counterparts,  each of
which  when  so  executed  and  delivered  shall  be an  original,  but  all the
counterparts shall together  constitute one and the same instrument.  Telecopied
signatures  hereto  shall be of the same  force and effect as an  original  of a
manually signed copy.

         12.  Integration.  THIS  AMENDMENT,  THE  AGREEMENT (AS AMENDED BY THIS
AMENDMENT) AND THE OTHER LOAN DOCUMENTS  REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES  HERETO WITH RESPECT TO THE MATTERS  COVERED  HEREBY AND THEREBY AND MAY
NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first above written.

                                               KANEB SERVICES, INC.


                                               By____________________________
                                                 Name:
                                                 Title:


                                               KANEB PIPE LINE COMPANY


                                               By____________________________
                                                 Name:
                                                 Title:

                                               BANK OF SCOTLAND



                                               By____________________________
                                                 Name:
                                                 Title:

<PAGE>

                                     ANNEX A


                               CONFIRMING CONSENT
                          (Amendment to Loan Agreement)


         Reference is hereby made to the Amendment dated as of December 22, 2000
(the "Amendment") to the Loan Agreement dated as of December 1, 1995 among Kaneb
Services Inc.,  Kaneb Pipe Line Company and Bank of Scotland ( the "Bank") (said
agreement,  as  amended  to date  and from  time to time  hereafter,  the  "Loan
Agreement").

         Each of the undersigned,  for itself,  hereby consents to the terms and
provisions of the Amendment and confirms and acknowledges that:

         (a)      after giving effect to the Amendment,  each pledge  agreement,
                  guarantee,   security   agreement,   deficiency   undertaking,
                  subordination agreement or other Loan Document entered into by
                  it in connection with the Loan Agreement remains in full force
                  and effect and  continues to secure or guarantee  (as the case
                  may  be) all  obligations  of the  Borrowers  under  the  Loan
                  Agreement and under the other Loan Documents; and

         (b)      its  consent and  acknowledgement  hereunder  is not  required
                  under  the  terms of any  such  pledge  agreement,  guarantee,
                  security  agreement,  deficiency  undertaking,   subordination
                  agreement or other Loan Document previously entered into by it
                  and that any failure to obtain its  consent or  acknowledgment
                  to any  subsequent  amendment to the Loan  Agreement or any of
                  the other Loan  Documents  will not affect the validity of its
                  obligations under such pledge agreement,  guarantee,  security
                  agreement, deficiency undertaking,  subordination agreement or
                  other Loan Document, and that this consent and acknowledgement
                  is being delivered for purposes of form only.

         This  consent  may be  executed  in any number of  counterparts  by the
parties hereto on separate counterparts.

         Terms used herein and not  otherwise  defined have the same meanings as
in the Loan  Agreement.  This  Consent  is dated  as of the  Amendment  Date (as
defined in the Amendment).

                                               KANEB SERVICES, INC.


                                               By____________________________
                                                 Name:
                                                 Title:


                                               KANEB PIPE LINE COMPANY


                                               By____________________________
                                                 Name:
                                                 Title:

                                                KANEB PIPE LINE PARTNERS L.P.

                                                By:  Kaneb Pipe Line Company,
                                                     General Partner

                                                By____________________________
                                                  Name:
                                                  Title:


                                                KANEB PIPE LINE OPERATING
                                                  PARTNERSHIP L.P.

                                                By:  Kaneb Pipe Line Company,
                                                     General Partner

                                                By____________________________
                                                  Name:
                                                  Title: