Exhibit 3.2


                       AMENDMENT TO PARTNERSHIP AGREEMENT

                         KANEB PIPE LINE PARTNERS, L.P.



     This Amendment (this "Amendment") to Partnership  Agreement is entered into
by and among Kaneb Pipeline Company LLC , a Delaware limited  liability  company
(the "General Partner"), as general partner of Kaneb Pipe Line Partners, L.P., a
Delaware limited  partnership (the  "Partnership"),  and the limited partners of
the Partnership, as hereinafter provided.

     WHEREAS,  the  General  Partner  and the other  parties  entered  into that
certain Amended and Restated Agreement of Limited Partnership of the Partnership
dated July 23, 1998 (the "Partnership Agreement"), and

     WHEREAS,   the  General  Partner  desires  to  amend  Section  2.5  of  the
Partnership Agreement as set forth herein; and

     WHEREAS,  Section  16.1 of the  Partnership  Agreement  permits the General
Partner to amend such agreement to reflect a change that, in the sole discretion
of the General  Partner,  does not adversely  affect the Limited Partners in any
material  respect or a change  that is  necessary  or  desirable  to satisfy any
requirements,  conditions,  or guidelines  contained in any opinion,  directive,
order,  ruling or  regulation of any federal or state agency or contained in any
federal or state statute; and

     WHEREAS,  the  General  Partner  has  determined  that each of the  changes
effected  hereby is  permitted  by an  amendment  to the  agreement  of  limited
partnership  of the  Partnership  effected  by the General  Partner  without the
consent of any Limited Partners or Assignee;

     Now,  Therefore,  the General  Partner does hereby amend Section 2.5 of the
Partnership Agreement to provide, in its entirety, as follows:

     "2.5 Term. The Partnership  commenced upon the filing of the Certificate of
Limited  Partnership in accordance with the Delaware Act on August 14, 1989, and
shall  continue  in  existence  in  perpetuity,  unless  earlier  terminated  in
accordance with any provisions of this Agreement."

     This Amendment  shall be effective as of June 30, 2003,  regardless of when
it is executed.

     IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands this
27th day of October, 2003.


                                        GENERAL PARTNER:

                                        KANEB PIPE LINE COMPANY LLC



                                        By:  //s// HOWARD C. WADSWORTH
                                        Name:  Howard C. Wadsworth
                                        Title:  Vice President, Treasurer
                                                   and Secretary

                                        LIMITED PARTNERS:

                                        All Limited  Partners now and  hereafter
                                        admitted  as  limited  partners  of  the
                                        Partnership,   pursuant   to  Powers  of
                                        Attorney now and  hereafter  executed in
                                        favor of, and granted and  delivered to,
                                        the General Partner

                                        By:  Kaneb  Pipe Line  Company  LLC,  as
                                        attorney-in-fact    for   all    Limited
                                        Partners   pursuant  to  the  Powers  of
                                        Attorney  granted pursuant to Article 10
                                        of the Partnership Agreement




                                        By:  //s// EDWARD D. DOHERTY
                                        Name:  Edward D. Doherty
                                        Title:  Chairman of the Board
                                                   and Chief Executive Officer