SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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      6(e)(2))
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                             Buckeye Partners, L.P.
                             ----------------------
                (Name of Registrant as Specified in its Charter)


                             Buckeye Partners, L.P.
                             --------------------- 
                   (Name of Person(s) Filing Proxy Statement)

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       pursuant to Exchange Act Rule 0-11:

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BUCKEYE PARTNERS, L.P.
P.O. Box 368
Emmaus, PA  18049-0368


                                 July 21, 1997

                             AN IMPORTANT REMINDER
                             ---------------------

Dear Unitholders:

     Proxy material for the Special Meeting of Unitholders of Buckeye Partners, 
L.P. was sent to you recently. The proxy relates to management's proposal to 
restructure the Company's Employee Stock Ownership Plan (the "ESOP").

     According to our records, your proxy for this important meeting, which will
be held on Monday, August 11, 1997, has not yet been received. Regardless of the
number of units you may own, it is important that they be represented.

     Since the time remaining is short, we urge you to sign, date and mail the 
enclosed proxy promptly.

     If the proposals described in the proxy statement are approved by the 
Unitholders, the Board of Directors of the General Partner will increase the 
annual rate of cash distributions paid to Unitholders from $3.00 to $3.52 per 
LP Unit. Based upon this, and other factors described in detail in the proxy 
statement, a Special Committee of the Board, acting on behalf of Unitholders, 
and the Board of Directors of the General Partner unanimously recommends that 
Unitholders vote FOR the ESOP restructuring.

     Failure to vote by proxy or in person at the Special Meeting scheduled for
August 11, 1997, will have the same effect as a vote against the ESOP
restructuring.  

     Your interest and participation in the affairs of your company are 
sincerely appreciated. If you have questions or need additional proxy materials,
please call D.F. King & Co., Inc. at (800) 628-8509.

                                          Sincerely,

                                          A.W. Martinelli

                                          Chairman and Chief Executive Officer
                                          Buckeye Management Company,
                                          as General Partner