Exhibit 3.2

                       AMENDMENT TO PARTNERSHIP AGREEMENT

                   KANEB PIPE LINE OPERATING PARTNERSHIP, 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  Operating
Partnership, L.P., a Delaware limited partnership (the "Partnership"), and Kaneb
Pipe Line Partners,  L.P. (the "Limited  Partner") as the limited partner of the
Partnership, as hereinafter provided.

     WHEREAS,  the General  Partner and the Limited  Partner  entered  into that
certain Amended and Restated Agreement of Limited Partnership of the Partnership
dated September 27, 1989 (the "Partnership Agreement"), and

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

     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 September 13, 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 PARTNER:

                                        Kaneb Pipe Line Partners, L.P.

                                        By: Kaneb Pipe Line Company LLC,
                                            as its sole general partner



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