EXHIBIT (3.1)
                                                                     

               AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT
                OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P.


          THIS AMENDMENT is made as of this 18th day of July, 1995 by Buckeye
Management Company, a Delaware corporation ("BMC" or the "General Partner").

          WHEREAS, BMC is the general partner of Buckeye Partners, L.P., a
Delaware limited partnership (the "Partnership");

          WHEREAS, the Board of Directors of BMC, on behalf of the General
Partner, and a special committee of disinterested directors of the Board of
Directors of BMC, on behalf of the Partnership, have resolved to amend the
Partnership Agreement to extend the period of time in which BMC has agreed to
act as General Partner for an additional ten years;

          WHEREAS, the Partnership is governed under an Amended and Restated
Agreement of Limited Partnership dated as of December 23, 1986 (the "Partnership
Agreement");

          WHEREAS, on October 16, 1992, Laurel Pipe Line Company, L.P., a
Delaware limited partnership ("Laurel LP"), was formed and is the successor by
merger to the business of LE Holdings, Inc., a Delaware corporation and a
subsidiary of the Partnership ("LEH"), and Laurel Pipe Line Company, an Ohio
corporation and a subsidiary of LEH;

          WHEREAS, Section 15.1 of the Partnership Agreement provides that the
General Partner may amend any provision of the Partnership Agreement without the
consent of the limited partners of the Partnership to reflect any change that in
the good faith opinion of the General Partner does not adversely affect such
limited partners in any material respect;

          WHEREAS, the General Partner desires to amend the Partnership
Agreement to include Laurel LP as an "Operating Partnership" for purposes of the
Partnership Agreement and to reflect the extension of the term of the General
Partner; and


 
          WHEREAS, the General Partner has determined that such amendments do
not adversely affect the limited partners of the Partnership in any material
respect.

          NOW THEREFORE, intending to be legally bound, the Partnership
Agreement is hereby amended as follows:


          1.   The definition of "Operating Partnership" in Article I of the
Partnership Agreement is hereby amended in its entirety as follows:

               "Operating Partnerships" means Buckeye Pipe Line Company, L.P.,
               Buckeye Pipe Line Company of Michigan, L.P., Buckeye Tank
               Terminals Company, L.P., Everglades Pipe Line Company, L.P. and
               Laurel Pipe Line Company, L.P., each a Delaware limited
               partnership."

          2.   The first sentence of Section 13.1(a) of the Partnership
Agreement is hereby amended in its entirety as follows:

               BMC hereby agrees to act as General Partner of the Partnership
               until the date which is twenty years after the Time of Delivery,
               subject to its right to transfer all of its GP Units pursuant to
               Section 11.1.

          3.   All terms used herein but not otherwise defined herein shall have
the meaning set forth for such terms in the Partnership Agreement.

          4.   Any provision of the Partnership Agreement which is inconsistent
with the provisions of this Amendment shall be deemed amended to effectuate the
intention expressed herein.  Every other provision of the Partnership Agreement
shall remain unchanged and in full force and effect.

          5.   This Amendment shall be governed by and construed and enforced 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 day and
year first above written.


                                    BUCKEYE MANAGEMENT COMPANY,
                                    as General Partner


                                    By:  _________________________
                                         Name:
                                         Title:

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