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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/ A

(Amendment No. 1)
     
(Mark One)
   
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the fiscal year ended December 31, 2003
 
or
 
o
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the transition period from           to

Commission file number 1-9356

Buckeye Partners, L.P.

(Exact name of registrant as specified in its charter)
     
Delaware
   23-2432497
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification number)
 
5002 Buckeye Road
P. O. Box 368
Emmaus, Pennsylvania
(Address of principal executive offices)		   18049
(Zip Code)

Registrant’s telephone number, including area code: (484) 232-4000

Securities registered pursuant to Section 12(b) of the Act:

     
Title of each class Name of each exchange on which registered
LP Units representing limited partnership interests
  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act 12b-2).
Yes þ          No o

     At June 30, 2003, the aggregate market value of the registrant’s LP Units held by non-affiliates was $1.06 billion. The calculation of such market value should not be construed as an admission or conclusion by the registrant that any person is in fact an affiliate of the registrant.

     LP Units outstanding as of February 16, 2004: 28,723,146

 

EXPLANATORY NOTE:

      This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “Annual Report”) of Buckeye Partners, L.P. is being filed solely to amend Exhibits 31.1 and 31.2 previously filed with the Annual Report to comply with the current certification requirements of Item 601(b)(31) of Regulation S-K.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  BUCKEYE PARTNERS, L.P.
  (Registrant)

  By:  Buckeye Pipe Line Company,
  as General Partner

  By:  /s/ STEPHEN C. MUTHER
 
  Stephen C. Muther
  Senior Vice President — Administration,
  General Counsel and Secretary
Dated: March 17, 2004

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