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                                                                    EXHIBIT 3.4


                               AMENDMENT NO. 3 TO
            AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
                           EOTT ENERGY PARTNERS, L.P.


         THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF EOTT ENERGY PARTNERS, L.P. (this "Amendment"), dated as of
February 13, 1997, 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 AVAILABLE CASH IN EXCESS OF MINIMUM QUARTERLY
DISTRIBUTION. Section 5.3 of the Partnership Agreement is hereby amended by
adding a new paragraph (d) at the end thereof, to read as follows:

                  (d) Notwithstanding anything to the contrary herein, any
         Special Limited Partner may, at its election with respect to any
         calendar quarter, waive its right to receive any distribution of
         Available Cash pursuant to Section 5.4(d) by so notifying the General
         Partner prior to the time such distribution is made, and in such case
         the Partnership shall retain such Available Cash for distribution in
         subsequent periods or for use in the Partnership's business in
         subsequent periods. Any amounts so retained will nevertheless be
         considered Available Cash for such calendar quarter for purposes of
         subparagraph (b)(ii) of the definition of Subordination Period.

        2. AMENDMENTS RELATING TO PARTIAL CONVERSIONS OF SUBORDINATED UNITS.
Section 5.7(c) of the Partnership Agreement is hereby amended to read in its
entirety as follows:

                  (c) After the end of the Subordination Period or upon the
         exercise by the Underwriters of the Overallotment Option (to the
         extent of any Subordinated Units affected by such exercise of the
         Overallotment Option as provided in subparagraph (b) immediately
         above), once the General Partner determines, based on advice of
         counsel, that a Subordinated Unit that the holder thereof desires to
         convert into a Common Unit has, as a substantive matter, like
         intrinsic economic and federal income tax characteristics, in all
         material respects, to the intrinsic economic and federal income tax
         characteristics of a Common Unit then Outstanding, then such
         Subordinated Unit may, at the option of the holder thereof (which
         option may be exercised at any time after the end of the Subordination
         Period and from time to time as to some or all of the Subordinated
         Units held by such holder), be converted to a Common Unit (on a
         one-for-one basis) and from that time forward (which time shall,
         except as provided in subparagraph (b) above, in no event commence
         before the first day following the end of the Subordination Period)
         shall constitute a Common Unit for all purposes under this Agreement.
         In connection with the condition set forth above, it is understood
         that the General Partner may take 



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          whatever reasonable steps are required to provide economic uniformity
          to the Subordinated Units in preparation for a conversion into Common
          Units, including the application of Sections 4.4(c) and 5.1(d)(x);
          provided, however, that no such steps may be taken that would have a
          material adverse effect on the Limited Partners holding Common Units
          or the Record Holders of any class of Units.

Section 5.1(d)(x) of the Partnership Agreement is hereby amended to read in its
entirety as follows:

         (x) Economic Uniformity. At the election of the General Partner with 
         respect to any taxable period ending upon, or after, the termination
         of the Subordination Period, all or a portion of the remaining items
         of Partnership gross income or gain for such taxable period, if any,
         shall be allocated 100% to each Partner that holds Subordinated Units
         and that desires to convert such Subordinated Units into Common Units,
         such allocation to be made in the proportion of the number of
         Subordinated Units held by such Partner that such Partner desires to
         convert to the total number of Subordinated Units that all holders
         desire to convert, until each such Partner has been allocated an
         amount of gross income or gain which increases the Capital Account
         maintained with respect to such Subordinated Units that such Partner
         desires to convert to an amount equal to the product of (A) the number
         of Subordinated Units that such Partner desires to convert and (B) the
         Per Unit Capital Amount for a Common Unit. The purpose of this
         allocation is to establish uniformity between the Capital Accounts
         underlying Subordinated Units to be converted and the Capital Accounts
         underlying Common Units held by Persons other than the General Partner
         and its Affiliates immediately prior to the conversion of such
         Subordinated Units into Common Units. This allocation method for
         establishing such economic uniformity will only be available to the
         General Partner if the method for allocating the Capital Account
         maintained with respect to the Subordinated Units between the
         transferred and retained Subordinated Units pursuant to Section
         4.4(c)(ii) does not otherwise provide such economic uniformity to the
         Subordinated Units.

         Following the end of the Subordination Period any Subordinated Units
not converted into Common Units will be designated as "Class B Common Units,"
and all references in the Partnership Agreement to Subordinated Units will be
deemed to be references to the Class B Common Units.

         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.

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

                                            GENERAL PARTNER:

                                                     EOTT ENERGY CORP.


                                                     By: /S/  PHILIP J. HAWK
                                                        -----------------------
                                                              Philip J. Hawk
                                                              President

                                            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.
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                                            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/  PHILIP J. HAWK
                                                        ---------------------
                                                             Philip J. Hawk
                                                             President