8-K

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                                  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): December 14, 2004

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

      Delaware                          001-10311                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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         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|X|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))






Item 7.01         Regulation FD Disclosure.

On December 14, 2004 Kaneb Pipe Line Partners,  L.P. (the "Registrant") issued a
Press  Release,  a copy of which is furnished  with this report as Exhibit 99.1,
and is incorporated herein by reference.

The information in this report is being furnished,  not filed,  pursuant to Item
7.01 of Form 8-K.  Accordingly,  the  information in this report,  including the
exhibit,  will not be incorporated by reference into any registration  statement
filed by the Registrant  under the  Securities  Act of 1933, as amended,  unless
specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits

          99.1 Press Release dated December 14, 2004.






                                   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


                                              //s//  HOWARD C. WADSWORTH
                                      ------------------------------------------
                                      Howard C. Wadsworth
                                      Vice President, Treasurer and Secretary

Dated December 16, 2004








                                  EXHIBIT INDEX


Number   Exhibit
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99.1     Press Release dated December 14, 2004.

EX-99

                                                                    Exhibit 99.1

Kaneb Pipe Line Partners, L.P. (ticker: KPP, exchange: New York Stock Exchange)


News Release - 14-Dec-2004
[GRAPHIC OMITTED]

Valero L.P. and Kaneb  Proceeding  with  Response to FTC Request for  Additional
Information on Merger

SAN  ANTONIO--(BUSINESS  WIRE)--Dec.  14,  2004--Valero L.P.  (NYSE:VLI),  Kaneb
Services LLC  (NYSE:KSL)  and Kaneb Pipe Line  Partners  L.P.  (NYSE:KPP)  today
announced  that the Federal  Trade  Commission  (FTC) has  requested  additional
information  and  documentary  material  regarding the proposed  mergers between
Valero L.P. and the Kaneb companies.

The  companies  have been in contact with the FTC since their  original  filings
were made November 12 and are continuing to work closely with the FTC staff.

As previously announced,  the merger is currently expected to close in the first
quarter  of  2005,  pending  FTC  and SEC  clearance,  a  favorable  vote by the
unitholders of Valero L.P. and Kaneb Pipe Line Partners and by  shareholders  of
Kaneb Services, and satisfaction of other customary closing conditions.

Valero L.P. owns and operates crude oil and refined product  pipelines,  refined
product terminals and refinery  feedstock storage assets primarily in Texas, New
Mexico,  Colorado,  Oklahoma,  California and Mexico. The partnership transports
refined  products from Valero  Energy's  refineries to  established  and growing
markets in the  Mid-Continent,  Southwest and the Texas-Mexico  border region of
the United States. In addition, its pipelines,  terminals and storage facilities
primarily  support eight of Valero  Energy's key  refineries  with crude oil and
other  feedstocks  as well as provide  access to domestic and foreign  crude oil
sources. For more information, visit Valero L.P.'s web site at www.valerolp.com.

Kaneb is a single business  represented by two separate publicly traded entities
on the New York Stock Exchange. Kaneb's business is focused on mid-stream energy
assets -- refined  petroleum  product  pipelines,  and  petroleum  and specialty
liquids  storage and  terminaling  facilities.  Kaneb is a major  transporter of
refined petroleum products in the Midwest and is the second largest  independent
liquids  terminaling  company  in  the  world.   Worldwide   operations  include
facilities  in 29 states,  Canada,  the  Netherlands  Antilles,  Australia,  New
Zealand and the United Kingdom.  Its publicly traded entities are Kaneb Services
LLC  (NYSE:KSL)  and  Kaneb  Pipe  Line  Partners,  L.P.,  (NYSE:KPP).  For more
information, visit www.kaneb.com.


Investor Notice

Valero L.P. ("Valero LP") has filed on November 23, 2004 a Form S-4 Registration
Statement  with the  Securities  and Exchange  Commission  (SEC)  regarding  its
proposed mergers with Kaneb Services LLC ("Kaneb  Services") and Kaneb Pipe Line
Partners,  L.P.  ("Kaneb  Partners").  Valero  L.P.,  Kaneb  Services  and Kaneb
Partners have also filed other relevant  documents  with the SEC.  Investors and
security holders are urged to read carefully the Form S-4 Registration Statement
and  other  relevant  documents,  because  they  contain  important  information
regarding Valero LP, Kaneb Services, Kaneb Partners and the merger.

A definitive joint proxy  statement/prospectus  will be sent to security holders
of Valero LP, Kaneb Services,  and Kaneb Partners  seeking their approval of the
merger  transactions.  Investors and security  holders may obtain a free copy of
the registration  statement and other relevant documents containing  information
about Valero LP, Kaneb  Services,  and Kaneb Partners,  without  charge,  at the
SEC's  web  site  at   www.sec.gov.   Copies  of  the  definitive   joint  proxy
statement/prospectus   (when  available)  and  the  SEC  filings  that  will  be
incorporated  by reference in the joint proxy  statement/prospectus  may also be
obtained  for free by  directing a request to Kaneb  Services or the  respective
partnerships.

Valero LP, Kaneb  Services,  Kaneb  Partners,  and the officers and directors of
Kaneb  Services and of the  respective  general  partners of Valero LP and Kaneb
Partners may be deemed to be  participants  in the  solicitation of proxies from
their security  holders.  Information about these persons can be found in Valero
LP's, Kaneb  Services',  and Kaneb Partner's  respective  Annual Reports on Form
10-K filed with the SEC, and  additional  information  about such persons may be
obtained from the Form S-4 Registration Statement.


CONTACT: Valero L.P., San Antonio
Investors, Eric Fisher, Vice President,
Investor Relations: 210-345-2896
or
Media, Mary Rose Brown, Senior Vice President,
Corporate Communications: 210-345-2314
Web site: http://www.valerolp.com
or
Kaneb Partners, Dallas
Investor Relations: 972-699-4041

SOURCE: Valero L.P.