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 28, 2002

                         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.)       (I.R.S. 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) 699-4062






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Item 2.   Acquisition or Disposition of Assets.

     On February 28, 2002,  Kaneb Pipe Line Holding Company LLC, a subsidiary of
the  Registrant,   acquired  the  liquids  terminaling  subsidiaries  of  Statia
Terminals  Group NV  ("Statia")  for  approximately  $194  million in cash.  The
acquired  subsidiaries  have  approximately  $107 million in  outstanding  debt,
including $101 million of 11.75% notes due in November 2003. The cash portion of
the  purchase  price was  funded  by Kaneb  Pipe  Line  Operating  Partnership's
("KPOP")  $275 million  revolving  credit  agreement  and  proceeds  from KPOP's
February  2002 public debt  offering.  On March 1, 2002,  a  subsidiary  of KPOP
announced  that it had commenced the procedure to redeem all of Statia's  11.75%
notes at 102.938% of the principal amount, plus accrued interest. The redemption
is expected to be funded by KPOP's $275 million revolving credit facility.

     Statia's  terminaling   operations  encompass  two  strategically   located
facilities.  The  storage  and  transshipment  facility  on  the  island  of St.
Eustatius,  which is located east of Puerto Rico,  has tankage  capacity of 11.3
million barrels.  The facility located at Point Tupper, Nova Scotia,  Canada has
tankage capacity of 7.4 million barrels.  Both facilities  provide a broad range
of products and services, including storage and throughput,  marine services and
product sales of bunker fuels and bulk oil products.

Item 7.   Financial Statements and Exhibits.

         (a)   Financial Statements of Business Acquired.

               Financial  statements  required by Item 7 of Form 8-K pursuant to
          the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
          will be filed by the  Registrant  on a Form  8-K/A  within  60 days of
          filing this initial report on Form 8-K.

         (b)   Pro Forma Financial Information.

               Pro forma  financial  information  required by Item 7 of Form 8-K
          pursuant to the Exchange Act of 1934,  will be filed by the Registrant
          on a Form 8-K/A within 60 days of filing this  initial  report on Form
          8-K.

          (c)  Exhibits.

          10.1 Stock Purchase  Agreement,  dated as of November 12, 2001, by and
               between Kaneb Pipe Line Operating  Partnership,  L.P., and Statia
               Terminals  Group  NV, a public  company  with  limited  liability
               organized  under the laws of the Netherlands  Antilles,  filed as
               Exhibit 10.1 to the exhibits of  Registrant's  Current  Report on
               Form 8-K,  dated  January 11, 2002,  and  incorporated  herein by
               reference.

          10.2 Voting and Option Agreement dated as of November 12, 2001, by and
               between Kaneb Pipe Line Operating  Partnership,  L.P., and Statia
               Terminals  Holdings  N.V., a Netherlands  Antilles  company and a
               shareholder of Statia Terminals Group NV, a Netherlands  Antilles
               company,  filed as Exhibit 10.1 to the  exhibits of  Registrant's
               Current   Report  on  Form  8-K,  dated  January  11,  2002,  and
               incorporated herein by reference.


<PAGE>
                                   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.

                                        KANEB PIPE LINE PARTNERS, L.P.

                                        By: Kaneb Pipe Line Company LLC,
                                            as General Partner



Dated March 14, 2002                    HOWARD C. WADSWORTH
                                        ----------------------------------------
                                        Vice President, Treasurer and Secretary