UNITED STATES
                       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): February 1, 1999



                         KANEB PIPE LINE PARTNERS, L.P.
               (Exact name of registrant as specified in charter)


        Delaware                 001-5083                   75-2287571
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)



                          2435 North Central Expressway
                             Richardson, Texas 75080
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (972) 699-4000





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Item 2.   Acquisition or Disposition of Assets.

         On February 1, 1999,  the  Registrant,  through a subsidiary  operating
partnership,  acquired six liquids terminaling  facilities located in the United
Kingdom from GATX Terminals Limited ("GATX") for a negotiated  purchase price of
approximately   (pound)22.6  million   (approximately  $37.4  million)  and  the
assumption  of  certain  liabilities.  The  acquisition  price was  financed  by
borrowings  under a credit  facility with SunTrust Bank. The terminals,  each of
which is served by marine  docks,  have an  aggregate  capacity  of 5.5  million
barrels in a total of 307 tanks.  The largest of these  terminals  is located in
Eastham,  England,  and has approximately 2.3 million barrels of capacity in 162
tanks.  The Eastham  facility can receive and deliver  products by ship or truck
and stores a wide variety of petroleum  and chemical  products.  Among the other
terminals acquired is a facility located in Grays,  England, that has a capacity
of  approximately  2.0 million barrels in 53 tanks.  The Grays terminal  handles
primarily petroleum  distillates and kerosene  transported by ship or truck. The
remaining  facilities  are  located  in  Runcorn,  England,  Glasgow  and Leith,
Scotland and Belfast, Northern Ireland.

         The  acquired  terminals  were used by GATX to provide  throughput  and
storage to third parties on a fee basis. The Registrant intends to continue such
use.


Item 7.   Financial Statements and Exhibits.

         (c)      Exhibits.

        10.1      Agreement relating to the sale and purchase of certain GATX UK
                  Terminals Assets by and between GATX Terminals  Limited,  GATX
                  Terminals  Corporation,  ST Services  Ltd.,  ST Eastham  Ltd.,
                  Support Terminals Operating  Partnership,  L.P. and Kaneb Pipe
                  Line Partners, L.P.

                                   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.

Dated:  February      , 1999

                                        KANEB PIPE LINE PARTNERS, L.P.

                                        By:  KANEB PIPE LINE COMPANY, 
                                             General Partner

                                        By:        //s//
                                        Name:   Ronald D. Scoggins
                                        Title:  Senior Vice President

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                                INDEX TO EXHIBITS


Number                        Exhibit 

10.1      Agreement  relating  to the  sale  and  purchase  of  certain  GATX UK
          Terminals Assets by and between GATX Terminals Limited, GATX Terminals
          Corporation,  ST Services  Ltd.,  ST Eastham Ltd.,  Support  Terminals
          Operating Partnership, L.P. and Kaneb Pipe Line Partners, L.P.