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                                                                     EXHIBIT 3.5


                               AMENDMENT NO. 4 TO
            AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
                           EOTT ENERGY PARTNERS, L.P.


     THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF EOTT ENERGY PARTNERS, L.P. (this "Amendment"), dated as of
November 30, 1998, is entered into by EOTT Energy Corp., a Delaware corporation,
as the General Partner, pursuant to authority granted to it in Section 15.1(d)
of the Amended and Restated Agreement of Limited Partnership of EOTT Energy
Partners, L.P., dated as of March 25, 1994 (the "Partnership Agreement").

     WHEREAS, Section 15.1(d)(i) of the Partnership Agreement provides that each
Limited Partner agrees that the General Partner (pursuant to its powers of
attorney from the Limited Partners and Assignees), without the approval of any
Limited Partner or Assignee, may amend any provision of the Partnership
Agreement, and may execute, swear to, acknowledge, deliver, file and record
whatever documents may be required in connection therewith, to reflect a change
that, in the sole discretion of the General Partner, does not adversely affect
the Limited Partners in any material respect; and

     WHEREAS, the General Partner has determined that the change reflected in
this Amendment will be beneficial to the Limited Partners, including the holders
of the Common Units;

     NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

     1. AMENDMENT RELATING TO SUBORDINATED UNITS ISSUED TO KOCH PIPELINE
COMPANY, L.P. Section 5.7(c) of the Partnership Agreement is hereby amended by
adding the following sentence at the end thereof:

     "Notwithstanding anything to the contrary herein, the General Partner may
     not make the determination referred to above with respect to the 2,000,000
     Subordinated Units to be issued to Koch Pipeline Company, L.P. pursuant to
     the Purchase and Sale Agreement dated as of September 21, 1998 among the
     Partnership, EOTT Energy Operating Limited Partnership, Koch Pipeline
     Company, L.P. and Koch Oil Company, a division of Koch Industries, Inc.,
     and such Subordinated Units may not be converted into Common Units, unless
     and until the Partnership satisfies, with respect to the 2,000,0000 Common
     Units that may be issued upon conversion thereof, all of the conditions to
     the listing of such 2,000,000 Common Units on all National Securities
     Exchanges on which the Common Units are listed for trading and such
     2,000,000 Common Units have been so listed."

     2. CAPITALIZED TERMS. Capitalized terms used but not defined herein are
used as defined in the Partnership Agreement. This Amendment will be governed by
and construed in accordance with the laws of the State of Delaware.



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     IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.

                         GENERAL PARTNER:

                              EOTT ENERGY CORP.


                              By: /s/ MICHAEL D. BURKE
                                  -------------------------------------
                                  Michael D. Burke
                                  President and Chief Executive Officer

                         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: EOTT Energy Corp.,
                                  General Partner, as attorney-in-fact for all
                                  Limited Partners pursuant to the Powers of
                                  Attorney granted pursuant to Section 1.4.


                                   By: /s/ MICHAEL D. BURKE
                                       -------------------------------------
                                       Michael D. Burke
                                       President and Chief Executive Officer