Santa Fe Pacific Pipeline Partners LP – ‘10-K’ for 12/31/93

As of:  Friday, 4/1/94   ·   For:  12/31/93   ·   Accession #:  840251-94-1   ·   File #:  1-10066

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        12/31/93 Form 10-K - All But Cover & Exhibits         49    178K 
 2: EX-1        12/31/93 Form 10-K Exhibit 21 (Subsidiaries)           1      3K 
 3: EX-2        12/31/93 Form 10-K Exhibit 24 (Pwrs of Atty)           6     15K 

10-K   —   12/31/93 Form 10-K – All But Cover & Exhibits
Document Table of Contents

10-K
1st Page of 49
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                       TABLE OF CONTENTS

                                                                            Page
                                                                          ------
                                        PART I

Items 1 and 2. Business and Properties......................   2
        General.............................................   2
        Markets and Product Demand..........................   4
        Principal Customers.................................   4
        Capital Expenditures................................   5
                      Description of the Pipeline System..................   5
                      Description of the Truck Loading Terminals..........   7
                      Maintenance.........................................   7
                      Competition and Business Considerations.............   7
                      Regulation..........................................   8
                      Employees...........................................   9
Item 3. Legal Proceedings...................................   9
Item 4. Submission of Matters to a Vote of Security Holders.  12

                                   PART II

Item 5. Market for Registrant's Common Equity and Related       
                         Stockholder Matters..............................  12
Item 6. Selected Financial Data.............................  12
Item 7. Management's Discussion and Analysis of Financial       
                         Condition and Results of Operations..............  14
Item 8. Financial Statements and Supplementary Data.........  21
Item 9. Changes in and Disagreements with Accountants on        
           Accounting and Financial Disclosure..............  21

                                  PART III

Item 10. Directors and Executive Officers of the Registrant.  21
Item 11. Executive Compensation.............................  23
Item 12. Security Ownership of Certain Beneficial Owners        
                          and Management..................................  24
Item 13. Certain Relationships and Related Transactions.....  24

                                 PART IV

Item 14. Exhibits, Financial Statement Schedules, and           
                          Reports on Form 8-K.............................  25
Signatures..................................................  26

Index to Financial Statements...............................  28

10-K
2nd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 2nd
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.                  

                                    PART I

Items 1 and 2.  Business and Properties.                        

General:                                                        

 Santa Fe Pacific Pipeline Partners, L.P. (the "Registrant") is  a
 Delaware  limited  partnership formed  in  1988  to  acquire  and
 operate, through SFPP, L.P., formerly Southern Pacific Pipe Lines
 Partnership,  L.P.  (the  "Operating Partnership"),  the  refined
 petroleum   products  pipeline  business  of  Santa  Fe   Pacific
 Corporation  ("Santa Fe").  The  Registrant  and  the   Operating
Partnership are collectively referred to as the "Partnership".  

 Santa  Fe  Pacific  Pipelines, Inc. (the  "General  Partner"),  a
 wholly owned subsidiary of SFP Pipeline Holdings, Inc., which  is
 in turn a wholly owned indirect subsidiary of Santa Fe, owns a 1%
 general partnership interest in the  Registrant and a  1% general
 partnership  interest  in  the  Operating   Partnership.  In  its
 capacities  as  general partner of both  the  Registrant  and the
 Operating Partnership,  the  General Partner  also  manages their
 operations. The General Partner owns  8,148,148 common depositary
 units  ("Common Units"),  representing a  41.7%  limited  partner
 interest in the Registrant.  Public ownership in the  Registrant,
 represented  by  the   11,000,000   preference  depositary  units
 ("Preference  Units"),  is 56.3%.   As  of  January 1,  1994, all
 differences  and distinctions  between the Preference  Units  and
 Common  Units  were  eliminated  and  the  Preference  Units will
henceforth be treated as and called Common Units.               

 The Partnership is one of the largest independent pipeline common
 carriers of refined petroleum products ("products") in the United
 States, and the largest in the western United States, in terms of
 product  deliveries,  barrel miles, and  pipeline  mileage,  with
approximately 3,300 miles of pipeline serving six states.       

 The  Partnership  transports  products  via  pipeline,  including
 gasoline,  diesel  fuel  and commercial and  military  jet  fuel,
 primarily  for  major petroleum companies, independent  refiners,
 the  United  States military, and marketers and  distributors  of
 such  products.  The Partnership also operates 14  truck  loading
 terminals  and  provides pipeline service  to  44  customer-owned
 terminals, three commercial airports, and 12 military bases.  The
 Partnership's  pipelines (collectively,  the  "Pipeline  System")
 are:  (1) the South Line, which is composed of two segments,  the
 West  Line, which transports products from Los Angeles to Phoenix
 and Tucson, Arizona and various intermediate points, and the East
 Line,  which transports products from El Paso, Texas  to  Tucson,
 Phoenix  and  various intermediate points; (2)  the  North  Line,
 which  transports products primarily from the San  Francisco  Bay
 area to various cities in northern California and western Nevada;
 (3)  the  Oregon Line, which transports products between Portland
 and  Eugene, Oregon, and one intermediate point; and (4) the  San
 Diego  Line,  which transports products from Los Angeles  to  San
Diego, California and various intermediate points.              

10-K
3rd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 Substantially   all  of  the  Pipeline  System's   transportation
 services constitute common carrier operations that are subject to
federal or state tariff regulation.                             

 The  following table reflects the total volumes and barrel  miles
 of  products  delivered by the Pipeline System for  each  of  the
years indicated:                                                

                                  Total Volumes and Barrel Miles Transported (a)
                                ------------------------------------------------
                                            1993             1992           1991
                                    -------------- -------------- --------------
                                                      Barrel       Barrel Barrel
                                       Volume  Miles   Volume Miles Volume Miles
                                 ------  ------   ------  ------   ------ ------
South Line                                                      
  West Line(b)..  112.0   21,214   101.5   17,163   106.3   18,455
  East Line.....   20.7    7,188    26.6    9,674    22.2    7,661
 North Line.....  149.0   12,891   145.4   12,648   144.4   12,358
 Oregon Line....   12.2    1,373    12.8    1,424    13.3    1,488
San Diego                                                       
  Line(b).......   38.8    3,913    37.1    3,903    34.9    3,742
                                       ------ ------ ------ ------ ------ ------
  Total.........  332.7   46,579   323.4   44,812   321.1   43,704
                                       ====== ====== ====== ====== ====== ======

 (a)  Volumes are expressed in millions of barrels of products and
 barrel miles are shown in millions. A barrel mile is the movement
of a barrel of product for a distance of one mile.              

 (b)  Product volumes delivered through the West Line to  the  San
 Diego  Line are in turn delivered through the San Diego  Line  to
 the  shipper's  ultimate destination for such  volumes.  Although
 such volumes are transported in two of the principal pipelines of
 the  Pipeline System, this table reflects such volume only in the
San Diego Line from which ultimate delivery is made.            

 Although  the  mix of the products transported varies  among  the
 pipeline   segments  constituting  the  Pipeline   System,   such
 variation  is not substantial. Tariffs charged for transportation
 do not vary for different product types. The following table sets
 forth  the  volumes  of  gasoline,  jet  fuels  and  diesel  fuel
 transported by the Pipeline System during the years indicated (in
millions of barrels):                                           

                                               Volumes Delivered by Product Type
                                               ---------------------------------
                                                                  1993 1992 1991
                                                   --------- --------- ---------
     Gasoline...............   219.6       211.2       208.0
     Diesel fuel............    59.1        56.0        54.9
     Jet fuels..............    54.0        56.2        58.2
                                                   --------- --------- ---------
                        Total.............   332.7       323.4       321.1
                                                   ========= ========= =========

10-K
4th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 4th
Markets and Product Demand:                                     

 The Partnership currently serves approximately 75 shippers in the
 products  market, with the largest customers consisting of  major
 petroleum  companies,  independent refiners,  the  United  States
 military, and marketers and distributors of products. The  volume
 of  products  transported  in  the Pipeline  System  is  directly
 affected  by  demand for such products in the geographic  regions
 served  by the Partnership. Such market demand varies based  upon
 the  different  end uses to which the products delivered  through
 the  Pipeline  System  may be applied. A substantial  portion  of
 product  volumes transported in the Pipeline System is  gasoline,
 the  demand  for which is dependent on such factors as prevailing
 economic conditions and demographic changes in the market  served
 by the  Pipeline System, competition in certain markets and, to a
 lesser degree,  product prices.  Portions  of  the  Partnership's
 business can experience seasonal variations;   overall,  however,
 volumes are only moderately seasonal,  with  lower  than  average
 volumes being transported during the first and fourth quarters of
each year.                                                      

Principal Customers:                                            

 Of  the approximately 75 shippers served by the Partnership on  a
 system-wide  basis in 1993, the largest shippers on each  of  the
 pipeline  segments  were  the  same  entities.  The  chart  below
 reflects  the  percentage of transportation revenues attributable
 to the top 10 shippers on the South Line, North Line, Oregon Line
 and  San  Diego Line during each of the periods indicated,  based
upon total product volumes shipped during the years indicated.  

                                                              Revenue Percentage
                                                 Attributable to Top 10 Shippers
                                             -----------------------------------
                                                                 1993  1992 1991
                                               ----------- ---------- ----------
South Line                                                
  West Line..............      85%         93%         88%
 East Line..............      90          93          96
North Line...............      81          85          87 
Oregon Line..............      98          98          98 
San Diego Line...........      93          92          91 

 Between 72% and 75% of the refined petroleum products transported
 in  the  Pipeline System during each of the calendar  years  1991
 through   1993   were  shipped  by  major  petroleum   companies.
 Partnership  revenues  attributable  to  three  major   petroleum
 companies  each  exceeded  10%  of  total  1993  revenues,   and,
 individually,  accounted  for 16.9%, 12.9%  and  10.2%  of  total
 operating  revenues. In 1992, these same customers accounted  for
 17.1%, 13.7% and 10.8% of total operating revenues, and, in 1991,
 they  accounted  for  16.0%, 13.1% and 10.9% of  total  operating
revenues.                                                       

 Products  delivered  to military facilities accounted  for  4.6%,
 5.3%  and 5.7% of total volumes shipped by the Partnership during
 1993, 1992 and 1991, respectively. Military volumes are dependent
 on the level of activity at military bases served by the Pipeline
 System. Since 1991, the United States Congress has approved,  and

10-K
5th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 5th
 may continue to approve,  ongoing  plans  to  reduce  the overall
 level of military activity.  As  of yearend 1993, three  military
 bases historically served by the  Partnership had been closed and
 realignment  of certain other bases continues to occur,  with the
 level  of activity  decreased at  certain bases  and increased at
others.                                                         

Capital Expenditures:                                           

 For  the  year  ended  December  31,  1993,  Partnership  capital
 expenditures aggregated $21.1 million, of which approximately  $5
 million was used for revenue-generating projects, and the balance
 for   sustaining  projects.  The  planned  1994  capital  program
 aggregates  approximately $22 million, of which approximately  $4
 million  is  planned  for  income-enhancing  projects,  with  the
 balance  expected  to  be  invested in sustaining  projects.  The
 Partnership   presently   anticipates   that   ongoing    capital
 expenditures will aggregate approximately $25 to $30 million  per
 year  over  the  next  five years, however,  additional  facility
 improvements, pipeline expansions or acquisitions may be  pursued
 under  certain  circumstances. (See  also  Item  7.  Management's
 Discussion  and  Analysis of Financial Condition and  Results  of
Operations - Liquidity and Capital Resources.)                  

Description of the Pipeline System:                             

 The  South  Line of the Pipeline System consists of two  pipeline
segments, the West Line and the East Line:                      

 The  West  Line  consists of approximately 555 miles  of  primary
 pipeline  and currently transports products for approximately  50
 shippers  from eight refineries and three pipeline  terminals  in
 the  Los Angeles Basin to Phoenix and Tucson, Arizona and various
 intermediate  commercial and military delivery points.  In  1993,
 1992  and  1991, the West Line transported averages  of  307,000,
 278,000  and  291,000  barrels per day,  respectively,  of  which
 averages   of  100,000,  78,000  and  87,000  barrels  per   day,
 respectively,  were  delivered to Phoenix  and  Tucson.  Also,  a
 significant  portion  of  West Line volumes  are  transported  to
 Colton,  California for local distribution and  for  delivery  to
 Calnev  Pipeline,  an  unaffiliated  common  carrier  of  refined
 petroleum products to Las Vegas, Nevada and intermediate  points.
 The  West Line serves Partnership terminals located in Colton and
Imperial, California as well as in Phoenix and Tucson.          

 The  East Line is comprised of two parallel lines originating  in
 El Paso, Texas and continuing approximately 300 miles west to the
 Tucson  terminal and one line continuing northwest  approximately
 130  miles from Tucson to Phoenix. All products received  by  the
 East  Line at El Paso come from two refineries in El Paso or  are
 delivered through connections with non-affiliated pipelines  from
 refineries  in  Odessa, Texas and Artesia, New Mexico.  The  East
 Line  transports refined petroleum products for approximately  20
 shippers.  In  1993,  1992 and 1991, the  East  Line  transported
 averages   of  57,000,  73,000  and  61,000  barrels   per   day,
 respectively, of refined petroleum products, of which averages of
 27,000,  38,000  and  26,000 barrels per day, respectively,  were
 delivered  to  Phoenix.  The East Line serves  the  Partnership's
terminals located in Tucson and Phoenix.                        

10-K
6th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 6th
 In December 1993, Diamond Shamrock announced plans to construct a
 new  products pipeline from its refinery near Dumas, Texas to  El
 Paso.  In addition to supplying its El Paso area demand,  Diamond
 Shamrock plans to connect this pipeline to the Partnership's East
 Line  for  potential deliveries to Tucson and Phoenix. Completion
of the project is anticipated in the Spring of 1995.            

 In August 1992,  the second  phase  of the  East  Line  expansion
 became  operational and  increased  the  daily  pumping  capacity
 between El Paso and Tucson from 67,000 barrels to 95,000 barrels,
 and increased daily pumping capacity from Tucson to Phoenix  from
 25,000 barrels to 55,000 barrels.   Since October 1992,  when  El
 Paso Refinery, L.P. filed a petition for reorganization under the
 federal  bankruptcy  laws and its  refinery was  shut  down,  the
 pipeline has operated  substantially  below capacity.  During the
 third quarter of 1993, this refinery began operating at a reduced
 level under new ownership,  and  Partnership  management  expects
 that a portion of the refinery's  production will  continue to be
 shipped to Arizona.  While increased movements into  the  Arizona
 market from El Paso displace higher tariff volumes  supplied from
 Los Angeles on the West Line,  such shift of supply  sourcing has
 not had,  and is not expected to have,  a material  effect on the
Partnership's results of operations.                            

 The  North  Line of the Pipeline System consists of approximately
 1,040  miles of pipeline in six pipeline segments originating  in
 Richmond,  Concord and Bakersfield, California. This line  serves
 Partnership  terminals  located  in  Brisbane,  Bradshaw,  Chico,
 Fresno  and San Jose, California, and Sparks, Nevada.  The  North
 Line  delivers  refined petroleum products for  approximately  45
 shippers. A substantial portion of the products delivered through
 the  North  Line comes from refineries in the San  Francisco  Bay
 area.  A  small  percentage of supply is  received  from  various
 pipeline and marine terminals that deliver products from  foreign
 and  domestic  ports. Substantially all of the  products  shipped
 through  the  Bakersfield-Fresno segment of the  North  Line  are
supplied by a refinery located in Bakersfield.                  

 The  Oregon Line is a 114-mile pipeline serving approximately  10
 shippers. The Oregon Line receives products from marine terminals
 in  Portland and from Olympic Pipeline, a non-affiliated carrier,
 which  transports products from the Puget Sound area to Portland.
 From  its origination point in Portland, the Oregon Line  extends
 south  and  serves Partnership terminals located  in  Albany  and
Eugene, Oregon.                                                 

 The   San  Diego  Line  is  a  135-mile  pipeline  serving  major
 population  areas  in  Orange County (immediately  south  of  Los
 Angeles)  and  San  Diego. Approximately  20  shippers  transport
 products  on  this  line,  supplied by the  same  refineries  and
 terminals  that  supply  the  West  Line.  The  San  Diego   Line
 originates from the pumping station at Norwalk, California on the
 West Line and extends south to serve Partnership terminals in the
cities of Orange and San Diego.                                 

10-K
7th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 7th
Description of the Truck Loading Terminals:                     

 The  Partnership's operations include 14 truck loading  terminals
 with  an  aggregate usable tankage capacity of approximately  8.2
 million  barrels. Terminals are located at destination points  on
 each of the lines as well as at certain intermediate points along
 each  line  where  deliveries are made. These  terminals  furnish
 short-term product storage, truck loading and ancillary services,
 such  as  vapor recovery, additive injection, oxygenate blending,
 and quality control.  The truck loading capacity of the terminals
 ranges  from  two to 12  trucks  at  a time.   Approximately  128
 million,  128 million and  132 million  barrels of  products were
 delivered to commercial customers at such terminals during  1993,
 1992 and 1991, respectively, resulting in Partnership storage and
 terminaling  revenues of  $33.5 million,  $30.1 million and $29.4
million during such years, respectively.                        

 Utilization  of  and  demand for  the  Partnership's  terminaling
 services varies widely throughout the Pipeline System and depends
 on  whether  the major petroleum companies  and other shippers or
 independent terminal operators have  terminal  facilities and the
 necessary tankage capacity at locations where the Partnership has
 facilities.  The Partnership  does not own terminal facilities at
 all  pipeline delivery locations.   At certain locations, product
 deliveries   are   made  to   facilities  owned  by  shippers  or
independent terminal operators.                                 

 Truck  loading  and other terminal services are provided  by  the
 Partnership,  and  a separate fee (in addition to  transportation
 tariffs)  is charged. Rates charged for terminaling services  are
 not  economically  regulated  by the  Federal  Energy  Regulatory
Commission ("FERC") or any state agency.                        

Maintenance:                                                    

 To  prolong the useful life of the Pipeline System and terminals,
 routine  preventive  maintenance is performed.  Such  maintenance
 includes  cathodic  protection  to  prevent  corrosion,  periodic
 internal inspection of the Pipeline System and weekly patrols  of
 the  Pipeline  System  rights-of-way.  The  Pipeline  System   is
 patrolled  at regular intervals to identify excavation  or  other
 activities  by  third  parties which, if  left  unchecked,  could
result in damage to the pipeline.                               

 A    computer-based   pipeline   monitoring   system   ("SCADA"),
 continuously  monitors  pipeline operating conditions,  including
 pressures,    temperatures,   pumping   rates    and    equipment
 configuration,  on  a real-time basis. In addition  to  providing
 remote  monitoring  and control of certain  operating  equipment,
 SCADA automatically alerts a 24-hour operator if changes in  flow
 conditions   require  attention.  Use  of  this  information   by
 operating  personnel allows them to respond quickly to  potential
system problems.                                                

Competition and Business Considerations:                        

 The  Partnership conducts its operations without the  benefit  of
 exclusive  franchises from government entities. In addition,  the
 Partnership  provides  common  carrier  transportation   services

10-K
8th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 8th
 through  the Pipeline System at posted tariffs, and, in virtually
 all cases, without long-term contracts for transportation service
 with  its  customers. Demand for transportation services  in  the
 Pipeline  System  arises,  ultimately, from  demand  for  refined
 petroleum  products  in the geographic regions  it  serves.  This
 demand  is  primarily  a function of total and  per  capita  fuel
 consumption,  prevailing  economic  and  demographic  conditions,
 alternate modes of transportation, alternate product sources and,
to a lesser extent, price.                                      

 Because  pipelines  are  generally the  lowest  cost  method  for
 intermediate   and  long-haul  overland  product  movement,   the
 Pipeline  System's most significant competitors  are  proprietary
 pipelines owned and operated by major oil companies in the  areas
 where  the  Pipeline System delivers products, refineries  within
 the  Partnership's  market  areas  and  trucks.  The  Partnership
 believes    that   high   capital   costs,   tariff   regulation,
 environmental considerations and problems in acquiring rights-of-
 way  make it unlikely that a competing pipeline system comparable
 in  size  and scope to the Pipeline System will be built  in  the
 foreseeable  future,  provided  that  the  Pipeline  System   has
 available  capacity to satisfy demand and its tariffs  remain  at
 reasonable  levels. However, the possibility of  pipelines  being
 constructed to serve specific markets is a continuing competitive
 factor.  Trucks  may  competitively deliver products  in  certain
markets.                                                        

 For more than ten years, an individual entrepreneur has attempted
 to gain investor support for a petroleum products refinery in the
 Phoenix area. Because of the risk of this venture, and the  large
 investment  required,  necessary  funding  has  never  developed.
 During  1993,  this  individual continued  to  seek  and  receive
 certain  permits with respect to construction of a refinery  with
 an  initial  capacity of approximately 30,000  barrels  per  day,
 however,  once  again,  there  is no  indication  that  necessary
 financing   will  be  available.  Should  such  a   refinery   be
 constructed, the Partnership's throughput on the South Line would
 be negatively affected, however, the financial impact could be at
least partially offset through rate increases.                  

Regulation:                                                     

Tariff Regulation                                               

 Substantially  all of the Partnership's pipeline  operations  are
 common  carrier operations that are subject to federal  or  state
 rate  regulation.  The  Partnership's interstate  common  carrier
 pipeline  operations are subject to rate regulation by  the  FERC
 under  a "trended original cost" methodology adopted in 1985  for
 establishing   a   liquid  petroleum  pipeline's   tariffs.   The
 methodology  is  subject to clarification and reconsideration  in
 individual  cases and leaves many issues for determination  on  a
 case-by-case  basis. In addition, pipelines that can  demonstrate
 that  they  operate  in competitive markets  may  be  allowed  to
 establish  tariffs under a less stringent form of  "light-handed"
 rate  regulation.  Intrastate common carrier  operations  of  the
 Pipeline  System in California are subject to regulation  by  the
 California   Public  Utilities  Commission   ("CPUC")   under   a
 "depreciated   book  plant"  methodology.  (See  also   Item   7.

10-K
9th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 9th
 Management's  Discussion and Analysis of Financial Condition  and
Results of Operations - Other Matters - Rate Regulation.)       

Environmental and Safety Regulation                             

 The  Partnership's operations are subject to federal,  state  and
 local  laws  and  regulations  relating  to  protection  of   the
 environment,  including laws and regulations relating  to  water,
 air,  solid waste and hazardous substances. The discharge of,  or
 contamination of property by, hazardous materials may arise  from
 transportation  and  storage of such materials  in  the  Pipeline
 System.  The normal operations of the Pipeline System may  expose
 the Partnership to claims and potential liability for injuries to
 employees,  other  persons, property, and the  environment.  (See
 also   Item   3.  Legal  Proceedings  and  Item  7.  Management's
 Discussion  and  Analysis of Financial Condition and  Results  of
 Operations   -  Other  Matters  -  Environmental  Matters.)   The
 Partnership's operations are also subject to operating and safety
 regulation by the Department of Transportation and various  other
federal, state and local agencies.                              

Employees:                                                      

 The  Partnership  does  not  have  any  employees,  officers   or
 directors. The General Partner is responsible for management  and
 operation  of the Partnership. As of December 31, 1993,  regular,
full-time employees of the General Partner numbered 433.        

Item 3. Legal Proceedings.                                      

East Line Litigation and FERC Proceeding:                       

 In  August 1992, two East Line refiners, Navajo Refining  Company
 ("Navajo")  and  El  Paso  Refinery,  L.P.  ("El  Paso")  and its
 general partner, El Paso Refining, Inc.,  filed separate,  though
 similar,  lawsuits  against the  Partnership  in  New Mexico  and
 Texas,  respectively,  seeking  total actual damages in excess of
 $190    million,   plus   punitive   damages,  arising  from  the
 Partnership's  alleged  failure to  provide  additional  pipeline
 capacity to Phoenix and Tucson, Arizona from El Paso, Texas.  The
 Navajo   action  also  sought  an  injunction  to  prohibit   the
 Partnership from reversing the direction of flow (from  westbound
 to  eastbound) of its six-inch diameter pipeline between  Phoenix
 and  Tucson.  Generally, the lawsuits allege  that  the  refiners
 proceeded  with significant refinery expansions under the  belief
 that the Partnership would provide whatever pipeline capacity was
 required  to transport their product into Arizona, and that  they
 were  damaged by their inability to ship additional volumes  into
that highly competitive market.                                 

 In  addition, El Paso filed a protest/complaint with the FERC  in
 September  1992  seeking to block the reversal  of  the  six-inch
 pipeline  and challenging the Partnership's proration  policy  as
 well  as  the Partnership's existing East Line tariffs. The  FERC
 ruled in April 1993, and has subsequently confirmed on rehearing,
 that  the  challenges to proration, line reversal and  East  Line
 tariffs  must proceed under a complaint proceeding.  That  ruling
 expressly places the burden of proof on the complaining  parties,

10-K
10th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 10th
 who must show that the Partnership's rates and practices there at
issue violate the requirements of the Interstate Commerce Act.  

 In August 1993, Chevron U.S.A. Products Company ("Chevron") filed
 a complaint with the FERC challenging the Partnership's West Line
 tariffs  and  claiming that a service charge at the Partnership's
 Watson Station is in violation of the Interstate Commerce Act. In
 September  1993, the FERC ruled that the Partnership's West  Line
 tariffs are deemed "just and reasonable" under the Energy  Policy
 Act  of  1992 and may only be challenged on the basis of "changed
 circumstances"  and consolidated the various outstanding  matters
 into  a  single  proceeding.  ARCO Products  Company  and  Texaco
 Refining  and  Marketing Inc. intervened  in  the  proceeding  in
 January   1994.  Navajo,  Refinery  Holding  Company,   L.P.,   a
 partnership formed by El Paso's long-term, secured creditors that
 purchased  El Paso's refinery in May 1993, and an association  of
 airlines  serving  the Phoenix airport constitute  the  remaining
 major outside parties to this FERC proceeding. Navajo, which  had
 been   under   a  1985  FERC  rate  case  settlement   moratorium
 prohibiting  it  from challenging the Partnership's  rates  until
 November  1993, filed a separate complaint against both the  East
Line and West Line tariffs in December 1993.                    

 In  November 1993, the FERC Administrative Law Judge ordered  the
 Partnership  to prepare a cost and revenue study, within  certain
 guidelines,  detailing rate base, revenues, and cost  of  service
 for  calendar  year 1993. On February 14, 1994,  the  Partnership
 submitted the 1993 cost and revenue study for its South  Line  to
 the parties to the FERC proceeding. Additional discovery requests
 were filed by the shippers and FERC  staff  on  or  before  March
 14, 1994. The present procedural schedule  calls for the shippers
 to present their case against the Partnership in late  May  1994,
 and  the FERC  staff  to  present  their  case by late June 1994,
 although this timetable  may  be  extended.   The Partnership  is
 maintaining a vigorous defense in  the  FERC proceeding  as  well
as  continuing  efforts  to  resolve  these matters.            

 In  October  1992,  El Paso filed a petition  for  reorganization
 under  Chapter  11  of  the federal bankruptcy  laws  and  halted
 refinery  operations.  All activity in  El  Paso's  civil  action
 against the Partnership has been stayed indefinitely by virtue of
 the   bankruptcy  proceeding.  In  November  1993,  the  El  Paso
 bankruptcy  was  converted  from a Chapter  11  to  a  Chapter  7
 proceeding, and an interim trustee was appointed. In addition, El
 Paso's general  partner  is presently in  Chapter  11  bankruptcy
 proceedings.  In  February 1994,  a  permanent trustee  and a new
judge were named to handle these proceedings.                   

On  July  28,  1993, the Partnership reached a  settlement  with
Navajo  whereby  Navajo  agreed to  dismiss  its  pending  civil
litigation  in  New  Mexico and withdraw any  challenge  to  the
direction of flow of the six-inch pipeline, including  any  such
challenge in the FERC proceeding. The Partnership agreed to make
certain  cash  payments  to  Navajo  over  three  years  and  to
undertake and complete an additional pipeline capacity expansion
between El Paso and Phoenix if certain events related to  volume
levels  and  proration of pipeline capacity should occur  within
the next five years.                                            

10-K
11th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 11th
During  the  quarter ended September 30, 1993,  the  Partnership
recorded  a  $12 million provision for litigation  costs,  which
reflects  the  terms  of  the  Navajo  settlement  as  well   as
anticipated  legal fees and other costs related to  defense  and
ultimate  resolution of the FERC proceeding  and  the  remaining
civil  action brought by El Paso and its general partner. It  is
the  opinion of management that any additional costs, in  excess
of  recorded  liabilities, incurred to defend and resolve  these
matters, or any capital expenditures which may be required under
the  terms  of the Navajo settlement, will not have  a  material
adverse   effect  on  the  Partnership's  financial   condition;
nevertheless, it is possible that the Partnership's  results  of
operations, in particular quarterly or annual periods, could  be
materially affected by the ultimate resolution of these matters.

Environmental Matters:                                          

 The  Partnership is, from time to time, subject to  environmental
 clean  up  and  enforcement actions. In particular,  the  federal
 Comprehensive Environmental Response, Compensation and  Liability
 Act  ("CERCLA"  or "Superfund" law) generally imposes  joint  and
 several  liability  for  cleanup and enforcement  costs,  without
 regard  to  fault  or  the legality of the original  conduct,  on
 current  or  predecessor owners and operators of  a  site.  Since
 August   1991,   the  Partnership,  along  with   several   other
 respondents,  has  been involved in one cleanup  ordered  by  the
 United States Environmental Protection Agency ("EPA") related  to
 ground  water  contamination in the vicinity of the Partnership's
 storage  facilities and truck loading terminal at Sparks, Nevada.
 In addition, the Partnership is also involved in six ground water
 hydrocarbon  remediation  efforts  under  administrative   orders
 issued by the California Regional Water Quality Control Board at,
 or  adjacent  to,  its  facilities at  Colton,  Concord,  Mission
Valley, Brisbane, San Jose and West Sacramento, California.     

 The  investigation and remediation at the Sparks terminal is also
 the  subject of a lawsuit brought in January 1991 by  the  Nevada
 Division  of Environmental Protection against the respondents  to
 the  EPA order in the Second Judicial District Court of the State
 of  Nevada. This lawsuit was subsequently joined by the County of
 Washoe  Health District and the City of Sparks, Nevada and  seeks
 unspecified,   but   potentially   significant,   damages.    The
 Partnership may be required to pay in excess of $100,000 in fines
 arising from these lawsuits. In addition, the Partnership is  one
 of  the  defendants in a number of lawsuits brought  by  property
 owners  seeking unspecified, but potentially significant, damages
 for  alleged property value diminishment attributable to soil  or
 ground water   contamination   arising   from   the   defendants'
 operations. To date, no significant progress has been made in any
 of these cases. The Partnership is vigorously defending itself in
 these  actions, although it may pursue settlement discussions  in
 certain  cases to avoid the costs and uncertainties  of  extended
litigation.                                                     

 During  the quarter ended June 30, 1993, the EPA issued a  Notice
 of  Violations  to the Partnership associated with  an  oxygenate
 blending  equipment  malfunction  at  the  Partnership's  Phoenix
 terminal.  The  amount  and  terms  of the  fines  and associated
 costs  arising from  this  Notice  of  Violations  remains  under

10-K
12th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 12th
 discussion  with the  EPA, however,  management believes that the
 total cost to the Partnership will not be material to its results
 of operations  or  financial condition,  but may be  in excess of
$100,000.                                                       

 Reference  is  made  to Note 6 to the Partnership's  consolidated
 financial statements,  beginning  on page 38 of this Report,  for
further discussion of these matters.                            

Other:                                                          

 The  Partnership is also party to a number of other legal actions
 arising  in  the  ordinary course of business.  While  the  final
 outcome   of  these  legal  actions  cannot  be  predicted   with
 certainty,  it  is the opinion of management that none  of  these
 legal  actions,  when  finally resolved,  will  have  a  material
adverse effect on the Partnership's financial condition.        

Item 4. Submission of Matters to a Vote of Security Holders.    

 No  matters  were submitted to a vote of security holders  during
the fourth quarter of 1993.                                     

                                 PART II

 Item  5.  Market  for  Registrant's  Common  Equity  and  Related
Stockholder Matters.                                            

 Information as to the principal markets on which the Registrant's
 Preference  Units are traded, the high and low  sales  prices  of
 such  Units and distributions declared on such Units for the  two
 years  ended  December  31, 1993, and the approximate  number  of
 record  holders  of such Units is set forth in  Note  11  to  the
 Partnership's  consolidated  financial  statements on page 45  of
this Report.                                                    

 Upon the payment of the cash distribution for  the fourth quarter
 of 1993, the period of subordination of the Partnership's  Common
 Units to  its Preference Units ended.   The subordination period,
 which  began in  December 1988,  was a period  during which  cash
 distributions   on  the   Common  Units   were   subject  to  the
 preferential  rights  of  the  holders  of  the  publicly  traded
 Preference Units to receive the minimum quarterly distribution of
 $0.55  per  unit.   As of  January 1, 1994,  all differences  and
 distinctions  between  the Preference Units and  the Common Units
 were eliminated,  as a result  of which  Common  Units  will have
 equivalent rights with respect to  cash distributions.   From and
 after  January 1, 1994,  the Preference Units  will be treated as
 and  called  Common Units.   Notice  will be given to  holders of
 Preference Units in the near future informing them  of the method
for exchanging their Preference Units for Common Units.         

Item 6. Selected Financial Data.                                

 The  following table sets forth, for the periods and at the dates
 indicated,   selected  consolidated  financial   data   for   the
Partnership.                                                    

10-K
13th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 13th
                                                         Year Ended December 31,
                                    --------------------------------------------
                                             1989     1990     1991    1992 1993
                                    -------- -------- -------- -------- --------
                                            (in thousands, except per unit data)
Income Statement Data:                                          
 Total revenues.....  $187,945 $192,868 $193,438 $205,025 $219,471
Operating expenses                                              
(excluding                                                    
depreciation &                                                
  amortization) (a).    80,608   78,110   80,775   95,340  122,178
Depreciation &                                                  
  amortization .....    14,351   15,884   16,834   18,327   18,971
 Operating income...    92,986   98,874   95,829   91,358   78,322
 Interest expense...    35,633   37,327   36,924   36,937   37,086
Income before                                                   
cumulative effect                                             
of accounting                                                 
  change ...........    59,285   63,560   60,604   54,118   41,616
Cumulative effect                                               
of accounting                                                 
  change (b)........        --       --       --  (16,407)      --
 Net income.........  $ 59,285 $ 63,504 $ 60,604 $ 37,711 $ 41,616

Per Unit Data:                                                  
Income before                                                   
cumulative effect                                             
of accounting                                                 
  change............  $   3.07 $   3.28 $   3.10 $   2.77 $   2.13
Cumulative effect                                               
of accounting                                                 
  change............        --       --       --    (0.84)      --
 Net income.........      3.07     3.28     3.10     1.93     2.13
Cash distributions                                              
  paid..............     1.778     2.50     2.70     2.80     2.80
Cash distributions                                              
  declared..........      2.30     2.55     2.75     2.80     2.80
Capital                                                         
  Expenitures.......  $ 35,652 $ 29,236 $ 27,715 $ 30,931 $ 21,084

Balance Sheet Data                                              
(at year end):                                                
Properties, plant                                               
and equipment,                                                
   net..............   $583,675  $598,021 $605,461 $618,098 $616,610
  Total assets......    646,163   665,177  677,480  684,852  696,980
  Long-term debt....    355,000   355,000  355,000  355,000  355,000
Total partners'                                                 
   capital..........    272,977   288,092  296,075  279,010  265,851

 (a) 1993 operating expenses include a $27.0 million provision for
 environmental  and  litigation costs and 1992 operating  expenses
include a $10.0 million provision for environmental costs.      

 (b)  Effective  January  1,  1992, the  Partnership  adopted  new
 accounting   standards  for  postretirement  and   postemployment
 benefits  (Statements of Financial Accounting Standards Nos.  106
and 112).                                                       

10-K
14th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 14th
 Item   7.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.                            

Results of Operations                                           

1993 Compared with 1992:                                        

 The  Partnership  reported 1993 net income of $41.6  million,  or
 $2.13 per unit, compared to net income of $37.7 million, or $1.93
 per  unit,  in  1992.  Excluding the effects  of  provisions  for
 environmental  and litigation costs aggregating  $27  million  in
 1993 and a $10 million provision for environmental costs in 1992,
 1993 net income would have been $68.1 million, or $3.48 per unit,
 compared  to  net  income of $63.9 million, or  $3.27  per  unit,
before the cumulative effect of an accounting change in 1992.   

 Total  1993  revenues of $219.5 million were 7% above prior  year
 levels.  Trunk  revenues  of $171.8 million  were  $10.7  million
 higher  than  in  1992 due to higher volumes,  a  longer  average
 length  of haul, a favorable shift of volumes from the East  Line
 to  the West Line and the full year effect in 1993 of a May  1992
 California  intrastate tariff increase. Total volumes transported
 increased 2.9% in 1993, with commercial volumes 3.6% higher,  and
 military  volumes  approximately 10% lower,  than  in  1992.  The
 longer average haul reflects increased deliveries to Arizona  and
 Nevada,  as  well  as  increased deliveries to  Tucson  from  Los
 Angeles as a result of reduced supply from El Paso refineries  in
 1993.  The  refinery  formerly owned by El Paso  Refinery,  L.P.,
 which  had  been  out  of  service  since  that  company  entered
 bankruptcy  in  October 1992, began operating at a reduced  level
 during  the  third  quarter of 1993. Management  expects  that  a
 portion of this refinery's production will continue to be shipped
 to Arizona, resulting in a shift of certain volumes from the West
 Line  back  to  the  East Line in 1994. Storage  and  terminaling
 revenues  were $3.2 million higher due to a January 1993 terminal
 services rate increase. Other revenues increased $0.5 million due
to higher volumes.                                              

 Total  1993 operating expenses of $141.1 million included a $15.0
 million  provision to increase the Partnership's existing reserve
 for  environmental  remediation and  investigation  costs  and  a
 $12.0  million  provision to reflect anticipated legal  fees  and
 other costs related to defense and ultimate resolution of certain
 East  Line  civil litigation as well as a related Federal  Energy
 Regulatory  Commission ("FERC") proceeding. Total 1992  operating
 expenses of $113.7 million included a $10.0 million provision for
 environmental remediation costs. Excluding the environmental  and
 litigation provisions, 1993 operating expenses of $114.1  million
 were  $10.5  million, or 10%, higher than in  1992,  with  higher
 field   operating   expenses   ($5.0   million),   general    and
 administrative   expenses  ($3.0  million),  power   cost   ($0.8
 million),  facilities costs ($0.7 million) and  depreciation  and
 amortization  ($0.6  million), and a smaller product  gain  ($0.4
 million)  accounting  for that increase. The  increase  in  field
 operating  expenses  is  largely  attributable  to  higher  major
 maintenance costs due to preventative pipeline repairs associated
 with  the  Partnership's ongoing internal inspection program  and
 flood  damage  repairs, partially offset by  lower  environmental
 remediation  costs  subsequent to  recording  the  $15.0  million

10-K
15th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 15th
 provision  in  September 1993. Also contributing to higher  field
 operating expenses were $1.5 million in pipeline inspection costs
 associated   with  the  potential  conversion  of  one   of   the
 Partnership's  pipelines to crude oil service, greater  usage  of
 drag  reducing  agent to increase capacity on certain  lines  and
 higher  salary  costs. The increase in general and administrative
 expense  is  largely  attributable to higher  outside  legal  and
 consulting  costs associated with the East Line civil  litigation
 and  FERC  proceeding that were incurred prior to  recording  the
 $12.0  million  litigation  provision  in  September  1993.   The
 increase  in power cost reflects increased volumes and length  of
 haul.  The  increase in facilities costs primarily resulted  from
 higher right of way rentals and property taxes. This increase  in
 property  taxes and the increase in depreciation and amortization
 expense  resulted from the Partnership's expanding capital  asset
 and   software   base.  The  product  gain  is  within   industry
measurement standards and may vary from period to period.       

1992 Compared with 1991:                                        

 1992 net income of $54.1 million, before the cumulative effect of
 an  accounting  change, was $6.5 million, or 11%, lower  than  in
 1991,   primarily   due   to  a  $10.0  million   provision   for
 environmental  costs  recorded in  the  third  quarter  of  1992.
 Excluding the environmental provision, 1992 net income before the
 cumulative effect of the accounting change would have been  $63.9
million, or 5.5%, higher than in 1991.                          

 Total  1992  revenues of $205.0 million were 6% above prior  year
 levels.  Trunk revenues of $161.1 million were 4% higher than  in
 1991  due  to the May 1992 California intrastate tariff increase,
 which  generated  an  additional $4.1 million  in  revenues,  and
 increased  volumes  and  longer average  length  of  haul.  Total
 volumes  transported  increased 0.7%  in  1992,  with  commercial
 volumes  1%  higher and military volumes 6% lower than  in  1991.
 Long-haul  deliveries to Arizona and Nevada improved  over  prior
 year  levels, while short-haul movements in the Los Angeles  area
 and  between  San  Francisco  Bay  area  refineries  were  lower,
 contributing  to an overall 2.5% increase in barrel-miles.  Total
 California  deliveries approximated 1991 levels. During  much  of
 1992,   East  Line  volumes  increased,  and  West  Line  volumes
 decreased, as a result of East Line capacity expansions completed
 in late 1991 and 1992 and the shift of Phoenix-bound volumes from
 the  West Line to the East Line. Storage and terminaling revenues
 of  $34.0 million were 2% higher in 1992 due to increased volumes
 and  a  military rate increase. Other revenues, of $9.9  million,
 increased  about  85% due to new services offered  to  customers,
 including  the  vapor  handling  system  at  Watson  Station  and
detergent additive injection at all California terminals.       

 Total  operating  expenses of $113.7 million were  $16.1  million
 higher  than in 1991, largely as the result of the $10.0  million
 provision  recorded for environmental remediation  costs  at  the
 Partnership's  Sparks,  Nevada terminal  and  two  facilities  in
 California.  Excluding that provision, operating  expenses  would
 have  been $6.1 million, or 6%, higher than in 1991, with  higher
 field   operating  expenses  ($1.7  million),  depreciation   and
 amortization ($1.5 million), general and administrative  expenses

10-K
16th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 16th
 ($1.2  million), facilities costs ($0.9 million)  and  a  smaller
 product  gain  ($0.7 million) accounting for that  increase.  The
 increase  in field operating expenses is largely attributable  to
 higher  environmental compliance and remediation  costs,  greater
 usage of drag reducing agent to increase East Line capacity,  and
 higher  salary cost. Depreciation and amortization increased  due
 to an expanding capital base, higher composite depreciation rates
 in  1992, and amortization of pipeline system operating software.
 The  increase  in general and administrative expense  is  largely
 attributable  to the $1.8 million current year accrual  resulting
 from   the   change   in   accounting  for   postretirement   and
 postemployment benefits effective January 1, 1992, higher outside
 legal  costs  associated  with lawsuits  and  a  FERC  proceeding
 initiated  by certain East Line shippers in September  1992,  and
 higher  information  services costs, partially  offset  by  lower
 employee  health  insurance  and incentive  compensation  program
 costs.  The  increase  in facilities costs resulted  from  higher
 insurance  premiums for environmental and related  coverage.  The
 product  gain  is within industry measurement standards  and  may
 vary from period to period. Excluding the environmental provision
 and  the current year accrual of $1.8 million associated with the
 accounting  change, operating expenses would have  been  up  $4.2
million, or 4%, over the prior year.                            

 Other  income, net was $2.1 million lower in 1992  due  to  lower
 market  interest  rates  on short-term  investments  and  a  $1.1
 million nonrecurring arbitration award in 1991. Effective January
 1,  1992,  the  Partnership adopted new accounting standards  for
 postretirement   and  postemployment  benefits   (Statements   of
 Financial  Accounting Standards Nos. 106 and 112). As  a  result,
 1992  net income was reduced by $16.4 million, or $0.84 per unit,
 representing the cumulative effect of the new principle for years
prior to 1992.                                                  

Financial Condition - Liquidity and Capital Resources           

 For  the  year ended December 31, 1993, cash flow from operations
 before  working capital and minority interest adjustments totaled
 $82.8 million, compared to $84.0 million in 1992. Working capital
 cash  requirements  were $2.2 million in 1993,  whereas  in  1992
 working capital components provided an additional $2.0 million in
 cash  flow, largely due to the maturity of $4.9 million in short-
 term  investments  in  1992  and due  to  timing  differences  in
 collection   of  accounts  receivable  and  payment  of   accrued
 obligations. The $81.6 million of net cash provided by operations
 in  1993  was  largely  used to pay cash distributions  of  $55.9
 million and fund capital expenditures of $21.1 million, resulting
 in  a  net increase in cash and cash equivalents of $4.8  million
 for the year. Total cash and cash equivalents of $32.2 million at
 December  31, 1993 included $14.0 million for the fourth  quarter
1993 cash distribution, which was paid in February 1994.        

 Since  the  useful  lives  of the pipeline  system  and  terminal
 properties  are  generally  long  and  technological  change   is
 limited, replacement of facilities is relatively infrequent.  The
 principal  need  for capital, therefore, has been  in  connection
 with  capacity expansions, service enhancements, compliance  with
 increasingly  stringent environmental and safety regulations  and

10-K
17th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 17th
 installation   of   Supervisory  Control  and  Data   Acquisition
("SCADA") equipment and related operations systems software.    

 For  the  year  ended  December  31,  1993,  Partnership  capital
 expenditures aggregated $21.1 million, of which approximately  $5
 million was used for revenue-generating projects, and the balance
 for  sustaining projects. The primary revenue-generating  project
 was  completion of the second phase of an expansion of East  Line
 capacity  which became operational in August 1992  and  increased
 the  daily  pumping capacity between El Paso, Texas  and  Tucson,
 Arizona  from  67,000  barrels to 95,000 barrels,  and  increased
 daily  capacity  from  Tucson  to Phoenix,  Arizona  from  25,000
 barrels  to  55,000  barrels. 1993 sustaining  expenditures  were
 primarily  in  the areas of environmental and safety  compliance,
 operating systems software development, replacement of two  flood
 damaged   river  crossings  in  Arizona,  pipeline   relocations,
 investments  towards reducing or containing power costs,  station
 automation  and  cathodic  protection. Environmental  and  safety
 projects  included additions and modifications to  storage  tanks
 and   vapor  recovery  systems  to  comply  with  more  stringent
 regulations,  oily water handling facilities and fire  protection
 improvements.  Such  expenditures  aggregated  approximately   $5
 million  in  1993  and  are expected to  increase  over  time  in
 response to increasingly rigorous governmental environmental  and
 safety  standards.  Systems  software  development  included  the
 application  of  knowledge-based  systems  to  products  movement
scheduling and enhancements to the SCADA system.                

 The  planned  1994  capital program aggregates approximately  $22
 million, of which approximately $4 million is planned for income-
 enhancing  projects, with the balance expected to be invested  in
 sustaining  projects. The Partnership presently anticipates  that
 ongoing  capital expenditures will average approximately  $25  to
 $30 million per year over the next five years, however additional
 facility improvements, pipeline expansions or acquisitions may be
 pursued under certain circumstances. The Partnership is currently
 investigating the potential conversion of one of its pipelines to
 crude  oil service. Should the Partnership proceed with the crude
 line project, in addition to the necessary capital investment,  a
 significant  portion  of  the  associated  expenditures  may   be
required to be expensed.                                        

 The  Partnership  expects  that it  will  generally  finance  its
 ongoing  capital program with internally-generated funds, however
 the   Partnership  may  use  borrowed  funds  or  proceeds   from
 additional  equity  offerings  to finance  a  portion  of  future
 capital  expenditures. Future capital expenditures will  continue
 to  depend  on  numerous factors, some of which  are  beyond  the
 Partnership's  control, including demand  for  refined  petroleum
 products  in  the  pipeline system's market  areas,  governmental
 regulations  and  the  availability  of  sufficient  funds   from
operations to pay for such expenditures.                        

 Due   to   the  capital-intensive  nature  of  the  Partnership's
 business,   inflation  generally  causes  an  understatement   of
 operating   expenses  because  depreciation  is  based   on   the
 historical costs of assets rather than the replacement  costs  of
assets.                                                         

10-K
18th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 18th
 Long-term  debt  at  December  31, 1993  and  1992  consisted  of
 $355  million of First Mortgage Notes at an average interest rate
 of  10.51% per annum. Principal repayments are required beginning
 December  15, 1994, however, the Partnership intends to refinance
 some  or  all  of this debt as it becomes payable. To  facilitate
 such   refinancing   and   provide   for   additional   financial
 flexibility,  the  Partnership arranged a $60 million  multi-year
 term  credit facility and a $20 million working capital  facility
 with  three banks in October 1993. The term facility may be  used
 for refinancing a portion of the Partnership's long-term debt and
 capital  projects, while the working capital facility replaced  a
 $20 million facility originally established in April 1990 and  is
 available  for  general short-term borrowing purposes.  To  date,
neither of these facilities have been utilized.                 

Other Matters                                                   

Environmental Matters:                                          

 The  Partnership's  transportation and  terminal  operations  are
 subject  to extensive regulation under federal, state  and  local
 environmental   laws   concerning,  among   other   things,   the
 generation,  handling, transportation and disposal  of  hazardous
 materials, and the Partnership is, from time to time, subject  to
 environmental cleanup and enforcement actions. In particular, the
 federal  Comprehensive Environmental Response,  Compensation  and
 Liability  Act  ("CERCLA" or "Superfund" law)  generally  imposes
 joint  and  several liability for cleanup and enforcement  costs,
 without  regard to fault or the legality of the original conduct,
 on  current or predecessor owners and operators of a site.  Along
 with  several  other  respondents, the Partnership  is  presently
 involved   in   one   cleanup  ordered  by  the   United   States
 Environmental Protection Agency ("EPA") related to  ground  water
 contamination  in  the  vicinity  of  the  Partnership's  storage
 facilities  and  truck  loading terminal at  Sparks,  Nevada.  In
 addition,  the Partnership is also involved in six  ground  water
 hydrocarbon  remediation  efforts  under  administrative   orders
 issued by the California Regional Water Quality Control Board at,
 or  adjacent  to,  certain of its facilities in  California.  The
 Partnership  is  cooperating with the United States  military  in
 investigating  the extent of its responsibility with  respect  to
 ground  water  hydrocarbon contamination  adjacent  to  its  pump
 station  and  a major military fuel storage facility at  Norwalk,
 California.  The Partnership is also cooperating with  a  request
 from   the   Arizona  Department  of  Environmental  Quality   to
 participate in a joint industry investigation of possible  ground
 water   hydrocarbon  contamination  in  the   vicinity   of   the
 Partnership's  terminal  at  Phoenix.  The  Partnership  is  also
 involved  in soil and ground water remediation projects,  at  and
 adjacent  to various other terminal and pipeline locations,  that
 have  not  been mandated by government agencies but are conducted
 in  the ordinary course of business. In a number of these cleanup
 projects,  the  Partnership is participating with other  entities
 ranging from large integrated petroleum companies to certain less
financially sound parties.                                      

 During  the  quarter  ended September 30, 1993,  the  Partnership
 completed   a   comprehensive  re-evaluation  of  its   potential

10-K
19th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 19th
 liabilities associated with environmental remediation  activities
 and,  as  a result, recorded a $15 million provision to  increase
 its  existing reserve for environmental remediation  costs.  This
 provision   reflects  the  estimated  cost  of   completing   all
 remediation  projects presently known to be required,  either  by
 government mandate or in the ordinary course of business, as well
 as    the    cost   of   performing   preliminary   environmental
 investigations at several locations, including the  investigation
 of  potential  contamination in the vicinity of the Partnership's
 Phoenix  terminal. During the quarter ended September  30,  1992,
 the   Partnership   recorded   a  $10   million   provision   for
 environmental remediation costs at Sparks, Nevada and  two  sites
 in  California.  The cash expenditures related to these  projects
 are  primarily  expected  to  occur over  the  next  five  years;
 however,  certain  remediation projects,  including  the  largest
 project  at  Sparks, are expected to continue  for  a  period  of
approximately ten years.                                        

Estimates  of the Partnership's ultimate liabilities  associated
with environmental remediation activities and related costs  are
particularly difficult to make with certainty due to the  number
of   variables   involved,  including   the   early   stage   of
investigation at certain sites, the lengthy time frames required
to complete remediation at most locations, the number of parties
involved, the number of remediation alternatives available,  and
the  uncertainty  of  potential recoveries from  third  parties.
Based  on the information presently available, it is the opinion
of  management  that any such costs, to the extent  they  exceed
recorded liabilities, will not have a material adverse effect on
the  Partnership's  financial  condition;  nevertheless,  it  is
possible  that  the  Partnership's  results  of  operations   in
particular  quarterly  or  annual periods  could  be  materially
affected as conditions change or additional information  becomes
available.                                                      

Rate Regulation:                                                

 The  Partnership's interstate common carrier pipeline  operations
 are  subject to rate regulation by the Federal Energy  Regulatory
 Commission  ("FERC")  under a methodology  adopted  in  1985  for
 establishing allowable rates for liquid petroleum pipelines.  The
 methodology is subject to clarification in individual  cases  and
 leaves many issues for determination on a case-by-case basis.  In
 addition, rates may be established under an alternative  form  of
 "light-handed" rate regulation where it can be demonstrated  that
 the  carrier  lacks  significant market power. Intrastate  common
 carrier  operations in California are also subject to  regulation
 by  the California Public Utilities Commission ("CPUC"). In 1993,
 tariffs  subject to FERC and CPUC regulation each  accounted  for
approximately one-half of total transportation revenues.        

 The  Energy  Policy Act of 1992 required the FERC  to  develop  a
 simplified  rate-making methodology for oil pipelines by  October
 1993,  and also established as "just and reasonable" all existing
 pipeline  tariffs that had not been under protest  for  365  days
 prior  to  the  date  the  bill was  passed.  This  excluded  the
 Partnership's  East  Line tariffs, which had been  challenged  in
 September  1992.  In  October 1993, the  FERC  issued  Order  561
 establishing  a  new  rate-making methodology,  to  be  effective

10-K
20th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 20th
 January  1995, that would allow for annual indexing  of  tariffs,
 with  the indexing factor based on changes in the Producer  Price
 Index  minus  one  percent.  The Partnership  and  other  parties
 petitioned  for a rehearing of the FERC order because  the  index
 selected by the FERC does not adequately reflect historical  cost
 increases incurred by the industry. The FERC granted the  request
 for  rehearing for purposes of reconsideration of the  index  and
 has  also  issued  Notices of Inquiry regarding cost-based  rate-
 making  under  certain  conditions, and  market-based  rates  for
 carriers  that  can  demonstrate lack of  market  power.  At  the
 present  time, it is not possible to predict with certainty  what
 final simplified rate-making methodology will be adopted or  what
effect such methodology may have on future Partnership tariffs. 

East Line Litigation and FERC Proceeding:                       

 Certain of the Partnership's shippers have filed civil suits  and
 initiated  a  FERC proceeding alleging, among other things,  that
 the  shippers  had been damaged by the Partnership's  failure  to
 fulfill  alleged  promises  to expand the  East  Line's  capacity
 between  El  Paso,  Texas and Phoenix, Arizona  to  meet  shipper
 demand.  The  FERC proceeding also involves claims,  among  other
 things, that certain of the Partnership's tariffs and charges  on
the East and West Lines are excessive.                          

During  the  quarter ended September 30, 1993,  the  Partnership
recorded  a  $12 million provision for litigation  costs,  which
reflects the terms of settlement of one of the civil actions, as
well  as  anticipated  legal fees and  other  costs  related  to
defense  and ultimate resolution of the FERC proceeding and  the
remaining  civil action. Management believes that it  has  acted
properly  with  respect  to  its expansion  of  the  East  Line.
Management also believes that the Partnership's tariffs are just
and  reasonable  and,  so  long as  certain  of  the  underlying
assumptions and interpretations of rate-making methodology  made
by  the  Partnership in supporting these tariffs are ruled  upon
favorably,  that  these tariffs will be upheld should  the  FERC
proceeding progress to its completion. However, because  of  the
nature  of  FERC rate-making methodology, it is not possible  to
predict with certainty whether the Partnership's assumptions and
rate-making approach will be upheld by the FERC and,  hence,  it
is  impossible to predict the outcome of the FERC proceeding. It
is  the  opinion  of  management that any additional  costs,  in
excess  of  recorded  liabilities,  incurred  to  resolve  these
matters,  or  any capital expenditures for further expansion  of
the  East  Line, which may be required if certain  events  occur
during  the  next  five years, will not have a material  adverse
effect  on  the Partnership's financial condition; nevertheless,
it  is possible that the Partnership's results of operations, in
particular  quarterly  or annual periods,  could  be  materially
affected by the ultimate resolution of these matters.           

Demand for Refined Petroleum Products:                          

 Demand for transportation and terminaling services is principally
 a  function  of  product consumption and competition  in  markets
 served  by  the pipeline system. Commercial volumes are generally
 dependent  upon  such factors as prevailing economic  conditions,
 demographic  changes, transportation and terminaling alternatives

10-K
21st Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 21st
 and,  to  a  lesser degree, product prices. Military volumes  are
 dependent upon the level of activity at military bases served  by
the Partnership.                                                

 Partnership management anticipates that commercial deliveries  of
 refined petroleum products will continue to gradually increase as
 the  economies of those Western states served by the  Partnership
 continue  to  recover from the economic downturn  that  has  been
 apparent  since late 1990. Military volumes, which accounted  for
 5%  of  total 1993 volumes, showed improvement over 1992  in  the
 fourth  quarter,  but  are  not expected  to  increase  over  the
 foreseeable  future.  As of year end 1993, three  military  bases
 historically  served  by  the Partnership  had  been  closed  and
realignment of certain other bases continues to occur.          

 During  1993,  the  pipeline systems,  on  average,  operated  at
 approximately  75%  of  capacity. While capacity  utilization  on
 individual system segments generally ranged from 70%  to  90%  of
 capacity,  the lines from the Los Angeles area to San  Diego  and
 Colton, California operated at full capacity for a portion of the
 year  and  the line from Rocklin, California to Reno, Nevada  was
prorated for a significant period during the year.              

 Overall,  volumes  have been moderately seasonal,  with  somewhat
 lower than average volumes being transported during the first and
 fourth  quarters  of each year, although deliveries  to  specific
locations also experience seasonal variations.                  

Item 8. Financial Statements and Supplementary Data.            

 The  Partnership's  consolidated financial  statements,  together
 with  the  report thereon of Price Waterhouse dated  January  28,
1994, are set forth on pages 29 through 49 of this Report.      

 Item  9.  Changes  in  and  Disagreements  with  Accountants   on
Accounting and Financial Disclosure.                            

None.                                                           

                                                                        PART III

Item 10. Directors and Executive Officers of the Registrant.    

 The Registrant has no officers, directors or employees. Set forth
 below  is  certain  information  concerning  the  directors   and
executive officers of the General Partner.                      

 Edward  F.  Swift, age 70, is a director of the General  Partner,
 Chairman  of the Audit Committee and a member of the Compensation
 and Benefits Committee and Committee on Directors. He has been  a
 consultant to Lehman Brothers (investment bankers) since 1990 and
 previously  had  been  an advisory director  of  Shearson  Lehman
 Hutton,  Inc. (investment banker and broker-dealer)  since  1988.
 Mr. Swift is also a director of Santa Fe and Illinois Tool Works,
Inc.                                                            

10-K
22nd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 22nd
 Orval  M.  Adam,  age 63, is a director of the  General  Partner,
 Chairman of the Compensation and Benefits Committee and a  member
 of  the Audit Committee and Committee on Directors. He retired in
 January 1991 from his position as Senior Vice President and Chief
 Financial  Officer of Santa Fe, which he held since  April  1988.
 Mr.  Adam is also a director of SFP Pipeline Holdings, Inc.,  the
sole shareholder of the General Partner.                        

 Wilford  D.  Godbold, Jr., age 55, is a director of  the  General
 Partner  and  a  member of the Audit Committee and  Committee  on
 Directors.  Mr.  Godbold  has  served  as  President  and   Chief
 Executive  Officer  of Zero Corporation (container  manufacturer)
 since  1984.  Mr. Godbold is also a director of Zero Corporation,
Pacific Enterprises and Southern California Gas Company.        

 Robert  D.  Krebs, age 51, is a director of the General  Partner,
 Chairman  of  the  Committee on Directors and  a  member  of  the
 Compensation  and  Benefits Committee. Mr. Krebs  has  served  as
 Chairman, President and Chief Executive Officer of Santa Fe since
 June   1988  and,  previously,  served  as  President  and  Chief
 Executive  Officer  of Santa Fe from July  1987.  Mr. Krebs is  a
 director  of  Santa Fe and  the  Atchison,  Topeka  and  Santa Fe
Railway  Company   and  is  also  a     director  of   Phelps  Dodge          
Corporation,  Northern  Trust Corporation,      Catellus  Development         
Corporation and Santa Fe Energy  Resources,    Inc.                           

 Denis  E. Springer, age 48, is a director of the General  Partner
 and  a  member  of  the Compensation and Benefits  Committee  and
 Committee  on  Directors.  Mr.  Springer  has  been  Senior  Vice
 President  and Chief Financial Officer of Santa Fe since  October
1993.  Mr. Springer  previously served  Santa Fe  as  Senior Vice             
President,  Treasurer  and  Chief Financial Officer since January             
 1992, Vice President, Treasurer and Chief Financial Officer since
January 1991  and  Vice  President-Finance  from  April  1988  to             
December 1990.  Mr. Springer is also a director of  SFP  Pipeline             
Holdings, Inc., the sole shareholder of        the General Partner,  and      
the Atchison, Topeka and Santa Fe Railway Company.                            

 Irvin  Toole, Jr., age 52, is President, Chief Executive  Officer
 and  Chairman  of the Board of Directors of the General  Partner.
 From  November 1988 until assignment to his present  position  in
 September  1991,  Mr.  Toole  served as  Senior  Vice  President,
 Treasurer  and  Chief Financial Officer, and previously  as  Vice
 President-Administration from February 1986 to November 1988. Mr.
 Toole is also Chairman of the Board of Directors of  SFP Pipeline
Holdings, Inc., the sole shareholder of the General Partner.    

 Robert  L. Edwards, age 38, is a director of the General  Partner
 and has been Senior Vice President, Treasurer and Chief Financial
 Officer  of the General Partner since December 1991. Mr.  Edwards
 served  Santa  Fe from July 1990 through November  1991  as  Vice
 President-Administration; from March 1989 through  June  1990  as
 Vice  President-Human Resources and Administration; and from June
 1988  through February 1989 as Assistant Vice President-Executive
 Department.  Prior  to that, Mr. Edwards held  various  executive
 positions with the General Partner since May 1985. Mr. Edwards is
 also  a  director  of  SFP  Pipeline  Holdings,  Inc.,  the  sole
shareholder of the General Partner.                             

10-K
23rd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 23rd
 John  M.  Abboud, age 51, has been Senior Vice President  of  the
 General  Partner since 1985. In his current capacity, Mr.  Abboud
is  responsible  for  operations, engineering  and  environmental             
affairs.                                                        

 Barry  R.  Pearl, age 44, has been Senior Vice President  of  the
 General  Partner  since  January 1992,  with  responsibility  for
 business development, planning and information systems. Mr. Pearl
 previously  served  as  Vice President-Business  Development  and
 Planning  between  November  1988  and  January  1992  and   Vice
President-Operations between May 1986 and November 1988.        

 Lyle B. Boarts, age 50, is Vice President-Human Resources of  the
 General  Partner. Mr. Boarts joined the General Partner  in  June
 1986  as  the  Director of Human Resources and was named  to  his
current position in November 1988.                              

 R.  Gregory  Cunningham,  age 48, was appointed  Vice  President-
 General Counsel in January 1994. Previously, he served as General
 Counsel  of the General Partner since January 1991 and, prior  to
such date, as General Attorney since November 1985.             

 William   M.  White,  age  48,  has  served  as  Vice  President-
 Engineering  of  the  General Partner,  with  responsibility  for
 engineering  and  construction, since  January  1993.  Mr.  White
 previously  was Manager-Northern District from May  1986  through
December 1992.                                                  

 Burnell  H.  DeVos  III,  age 40, has served  as  Controller  and
 Secretary  of the General Partner since January 1993.  Mr.  DeVos
 was  Assistant  Controller of the General Partner from  May  1989
 through  December 1992 and, previously, was Controller of  a  Los
 Angeles  law  firm from February 1989 through  May  1989,  and  a
Senior Audit Manager at Price Waterhouse through February 1989. 

 Patrick   L.  Avery,  age  41,  has  served  as  Vice  President-
 Environmental  and  Safety of the General Partner  since  October
 1993.  Mr.  Avery was Corporate Environmental Manager at  Amerada
 Hess  Corporation from October 1992 to October 1993.  Previously,
 he  held  various positions at ARCO Products Company since  1982,
 including    Director-California   Government    Relations    and
 Environmental  Health and Safety Manager at  ARCO's  Los  Angeles
refinery.                                                       

 Messrs. Krebs, Springer and Edwards each filed a delinquent  Form
 3,  "Initial  Statement of Beneficial Ownership  of  Securities,"
 during 1993. In addition, neither Mr. White nor Mr. Avery filed a
 Form  3  upon appointment to his present position and  each  has,
 therefore, filed a delinquent Form 3 in 1994.  In  February 1994,
 Mr. Edwards  filed  a  delinquent Form 4  in connection with  one
transaction.                                                                  

Item 11. Executive Compensation.                                

 The  directors,  officers and employees of  the  General  Partner
 receive  no  direct compensation from the Partnership  for  their
 services  to  the  Partnership. The  Partnership  reimburses  the
 General  Partner  for all direct costs incurred in  managing  the

10-K
24th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 24th
 Partnership  and  all  indirect costs (principally  salaries  and
 other   general  and  administrative  costs)  allocable  to   the
Partnership.                                                    

 Item  12.  Security  Ownership of Certain Beneficial  Owners  and
Management.                                                     

(a) Security Ownership of Certain Beneficial Owners             

 To  the  best  of the General Partner's knowledge, the  following
 persons  are the only persons who are beneficial owners  of  more
than five percent of the Registrant's equity securities:        

                                                                         Percent
 Title of Class       Name and Address         Amount     of Class
 --------------  -------------------------   ---------    --------
Common Units    Santa Fe Pacific                                
                                        Pipelines, Inc.           8,148,148 100%
         888 South Figueroa Street
     Los Angeles, CA 90017

(b) Security Ownership of Management                            

 As of March 1, 1994, Units beneficially held by all directors and
 officers  as a group  represent less than 1% of the Partnership's
outstanding Units.                                              

Item 13. Certain Relationships and Related Transactions.        

 The  Registrant and the Operating Partnership are managed by  the
 General Partner pursuant to the Amended and Restated Agreement of
 Limited   Partnership  of  the  Partnership   (the   "Partnership
 Agreement"),  and the Amended and Restated Agreement  of  Limited
 Partnership   of   the  Operating  Partnership  (the   "Operating
Partnership Agreement").                                        

 Under   the   Partnership  Agreement  and  Operating  Partnership
 Agreement,  the General Partner and certain related  parties  are
 entitled  to reimbursement of all direct and indirect  costs  and
 expenses  related to the business activities of  the  Partnership
 and  the  Operating Partnership. These costs and expenses include
 compensation  and benefits payable to officers and  employees  of
 the  General  Partner, payroll taxes, corporate  office  building
 rentals,  general and administrative costs, and legal  and  other
 professional  services  fees.  These  costs  to  the  Partnership
 totaled  $43.0 million, $37.1 million and $35.8 million in  1993,
1992 and 1991, respectively.                                    

 The  Partnership  Agreement provides for  incentive  distribution
 payments   to  the  General  Partner  out  of  the  Partnership's
 "Available Cash" (as defined in the Partnership Agreement)  which
 increase as quarterly distributions to Unitholders exceed certain
 specified   targets.  The  incremental  incentive   distributions
 payable  to  the  General Partner are 8%,  18%  and  28%  of  all
 distributions of Available Cash that exceed, respectively, $0.60,
 $0.65 and $0.70 per Unit. Such incentive distributions aggregated
$1.2 million in 1993 and in 1992 and $0.8 million in 1991.      

10-K
25th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 25th
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.                                                       

(a) The following documents are filed as a part of this report: 

(1) Financial Statements and                            
        (2) Financial  Statement  Schedules:  See  Index   to  Financial
                    Statements on page 28 for financial statements and financial
                             statement schedules filed as a part of this Report.

        (3) Exhibits: The following exhibits are filed as a part of this
                           Report. With the exception of Exhibits 21 and 24, all
                      exhibits listed herein are incorporated by reference, with
                        the location of the exhibit in the Registrant's previous
                                               filing indicated parenthetically.

Exhibit                                                         
Number                           Description                    
    -------  -----------------------------------------------------------
      3.1    Amended  and  Restated Agreement of  Limited Partnership of
             the Registrant, dated as of December  19, 1988.  (1988 Form
10-K - Exhibit 3.1)                           
      3.2    Amended  and  Restated Agreement of  Limited Partnership of
             the  Operating Partnership,  dated as of December 19, 1988.
(1988 Form 10-K - Exhibit 3.2)                
      3.3    Certificate of Limited Partnership of the Registrant, dated
        as of August 23, 1988. (1988 Form  10-K - Exhibit 3.3)
      3.4    Certificate  of   Limited  Partnership   of  the  Operating
             Partnership,  dated as of August 23, 1988. (1988 Form  10-K
- Exhibit 3.5)                                
      3.5    Assumption Agreement between  the  Registrant  and Santa Fe
             Pacific  Pipelines, Inc.,  dated  as of  December 7,  1989.
(1989 Form 10-K - Exhibit 3.4)                
      3.6    Amendment  No. 1  to  Amended  and  Restated  Agreement  of
             Limited Partnership of the Registrant, dated as of December
7, 1989. (1989 Form 10-K - Exhibit 3.2)       
      3.7    Certificate  of   Amendment  to   Certificate  of   Limited
             Partnership  of the  Registrant,  dated  as of  December 7,
1989. (1989 Form 10-K - Exhibit 3.3)          
      3.8    Amendment  No. 1  to  Amended  and  Restated  Agreement  of
             Limited Partnership of the Operating Partnership, dated  as
      of December 7, 1989. (1989 Form 10-K -  Exhibit 3.5)
      3.9    Certificate   of  Amendment   to  Certificate  of   Limited
             Partnership  of  the  Operating  Partnership,  dated  as of
  December 7, 1989. (1989 Form 10-K - Exhibit 3.6)
      3.10   Amendment  No. 2  to  Amended  and  Restated  Agreement  of
             Limited Partnership of the Operating  Partnership, dated as
      of January 24, 1990. (1989 Form 10-K -  Exhibit 3.8)
      3.11   Certificate  of Amendment No. 2  to Certificate  of Limited
             Partnership  of  the  Operating  Partnership,  dated  as of
  January 30, 1990. (1989 Form 10-K - Exhibit 3.9)
      4.1    Form of Deposit Agreement between the Registrant,  American
             Stock Transfer & Trust Company and the General  Partner, as
                        attorney-in-fact   for  holders  of units and depositary
             receipts.   (Form S-1  Registration  Statement No. 33-24395
- Exhibit 4.1)                  

10-K
26th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 26th
      4.2    First  Mortgage  Note  Agreement,  dated  December  8, 1988
                          (a conformed composite of 54 separate note agreements,
                     identical except for signatures). (1988 Form 10-K - Exhibit
4.2)                                          
      4.3    Deed of Trust, Security Agreement and Fixture Filing, dated
                        December 8, 1988, between the Operating Partnership, the
                        General  Partner,   Chicago  Title Insurance Company and
             Security  Pacific  National Bank. (1988 Form 10-K - Exhibit
4.3)                                          
      4.4    Trust  Agreement,  dated  December  19, 1988,  between  the
             Operating  Partnership,  the  General  Partner and Security
            Pacific  National  Bank.  (1988  Form  10-K - Exhibit 4.4)
      4.5    The  Operating Partnership  has  established a  $60 million
                      term credit facility with three banks, dated as of October
                        14, 1993. As the maximum allowable borrowings under this
                        facility  do  not  exceed 10%  of the Registrant's total
             assets, this instrument is not filed as an  exhibit to this
             Report,  however, the Registrant hereby agrees to furnish a
                        copy  of  such  instrument  to the Security and Exchange
Commission upon request.        

21      Subsidiaries of the Registrant*                       
24      Powers of attorney*                                   

* Filed herewith.                                 

    (b)  Reports on Form 8-K filed during the quarter ended December 31,
1993: None                                            

                                                                      SIGNATURES

 Santa  Fe  Pacific  Pipeline  Partners,  L.P.,  pursuant  to  the
 requirements  of  Section 13 or 15(d) of the Securities  Exchange
 Act  of  1934,  has duly caused this Report to be signed  on  its
behalf by the undersigned, thereunto duly authorized.           

                                    SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                                                                    (Registrant)
                                        By: Santa Fe Pacific Pipelines, Inc., as
                                           General Partner

Dated: March 25,     By:         /s/ IRVIN TOOLE, JR.           
              1994                    --------------------------------------
                                                                Irvin Toole, Jr.
                                                   Chairman, President and Chief
                                                               Executive Officer

10-K
27th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 27th
 Pursuant  to the requirements of the Securities Exchange  Act  of
 1934,  this Report has been signed below by the following persons
 on  behalf of the Registrant and in the capacities with Santa  Fe
 Pacific  Pipelines, Inc., as General Partner,  and  on  the  date
indicated.                                                      

      Signature                          Title
      -----------------------------      -------------------------
                                                         Chairman, President and
                                                         Chief Executive Officer
                     /s/ IRVIN TOOLE, JR.             (Principal Executive
-----------------------------              Officer)   
                 Irvin Toole, Jr.                   and Director

                                                          Senior Vice President,
                                                                       Treasurer
                                                             and Chief Financial
                                                                         Officer
     /s/ ROBERT L. EDWARDS            (Principal Financial
-----------------------------              Officer)   
                  Robert L. Edwards                   and Director

/s/ BURNELL H. DEVOS III              Controller and
-----------------------------             Secretary   
      Burnell H. DeVos III             (Principal Accounting
                                                                        Officer)

EDWARD F. SWIFT*            
-----------------------------                         
                 Edward F. Swift                      Director

ORVAL M. ADAM*            
-----------------------------                         
                  Orval M. Adam                       Director

WILFORD D. GODBOLD, JR.*                            
-----------------------------                         
Wilford D. Godbold, Jr.                  Director 

ROBERT D. KREBS*            
-----------------------------                         
                 Robert D. Krebs                      Director

DENIS E. SPRINGER*            
-----------------------------                         
                Denis E. Springer                     Director

*By:   /s/ ROBERT L. EDWARDS            Senior Vice President,  
-----------------------------             Treasurer   
                    Robert L. Edwards,               and Chief Financial
               attorney in fact                      Officer

Dated: March 25, 1994                                           

10-K
28th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 28th
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.                

             INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                        --------

Financial Statements:                                                           

Report of Independent Accountants................................   29    
Consolidated Balance Sheet as of December 31, 1993 and 1992 .....   30    
Consolidated Statement of Income for                                      
the three years ended December 31, 1993.......................   31 
Consolidated Statement of Cash Flows for                                  
the three years ended December 31, 1993.......................   32 
Consolidated Statement of Partners' Capital for                           
the three years ended December 31, 1993.......................   33 
Notes to Consolidated Financial Statements.......................   34    

Financial Statement Schedules for                                               
the three years ended December 31, 1993:                                  

V  - Property, Plant and Equipment...............................   47    
VI - Accumulated Depreciation, Depletion and Amortization                 
    of Property, Plant and Equipment.........................   48
X  - Supplementary Income Statement Information..................   49    

All other schedules have been omitted because they are not applicable     
or the required information is presented in the financial statements      
or notes thereto.                                                         

10-K
29th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 29th
                 REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of Santa Fe Pacific Pipeline Partners, L.P.     

 In  our opinion, the consolidated financial statements listed  in
 the  index appearing on page 28 present fairly,  in all  material
 respects,  the  financial position of Santa Fe  Pacific  Pipeline
 Partners,  L.P.  and its majority-owned operating partnership  at
 December  31, 1993 and 1992, and the results of their  operations
 and  their  cash flows for each of the three years in the  period
 ended  December  31, 1993, in conformity with generally  accepted
 accounting  principles.  These  financial  statements   are   the
 responsibility    of    the   Partnership's    management;    our
 responsibility  is  to  express an  opinion  on  these  financial
 statements based on our audits. We conducted our audits of  these
 statements   in  accordance  with  generally  accepted   auditing
 standards  which require that we plan and perform  the  audit  to
 obtain   reasonable   assurance  about  whether   the   financial
 statements  are free of material misstatement. An audit  includes
 examining,  on a test basis, evidence supporting the amounts  and
 disclosures in the financial statements, assessing the accounting
 principles used and significant estimates made by management, and
 evaluating  the  overall  financial  statement  presentation.  We
 believe  that  our  audits  provide a reasonable  basis  for  the
opinion expressed above.                                        

 Note  2  to  the  consolidated financial  statements  includes  a
 description  of  a  change  in  the  method  of  accounting   for
 postretirement and postemployment benefits effective  January  1,
1992.                                                           

PRICE WATERHOUSE                                                

Los Angeles, California                                         
January 28, 1994                                                

10-K
30th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 30th
                SANTA FE PACIFIC PIPELINE PARTNERS, L.P.

                                    CONSOLIDATED BALANCE SHEET

                                              (In thousands)
                                                                    December 31,
                                                          ----------------------
                                                                       1993 1992
                                                             --------- ---------
                                           A S S E T S
Current assets                                                                  
Cash and cash equivalents....................  $  32,162    $  27,356 
Accounts receivable, net ....................     32,787       28,151 
Other current assets.........................      2,801        2,882 
                                                             --------- ---------
                 Total current assets....................     67,750      58,389
                                                             --------- ---------
Properties, plant and equipment ..................    683,082      668,397      
Less accumulated depreciation ...............     66,472       50,299 
                                                             --------- ---------
                 Net properties, plant and equipment ....    616,610     618,098
Other assets......................................     12,620        8,365      
                                                             --------- ---------
    Total assets............................  $ 696,980    $ 684,852
                                                             ========= =========

                                   LIABILITIES AND PARTNERS' CAPITAL
Current liabilities                                                             
Accounts payable.............................  $   2,403    $   2,994 
Accrued liabilities..........................     33,235       18,599 
                                                             --------- ---------
                 Total current liabilities...............     35,638      21,593

Long-term debt ...................................    355,000      355,000      
Other long-term liabilities ......................     39,283       27,763      
                                                             --------- ---------
                 Total liabilities ......................    429,921     404,356
                                                             --------- ---------
Minority interest ................................      1,208        1,486      
                                                             --------- ---------
Commitments and contingencies (Note 6)............                              
                                                             --------- ---------
Partners' capital                                                               
General Partner .............................      1,208        1,486 
Common Unitholder............................     52,454       57,936 
Preference Unitholders ......................    212,189      219,588 
                                                             --------- ---------
    Total partners' capital ................    265,851      279,010
                                                             --------- ---------
                 Total liabilities and partners' capital   $ 696,980   $ 684,852
                                                             ========= =========

 See Notes to Consolidated Financial Statements.

10-K
31st Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 31st
                SANTA FE PACIFIC PIPELINE PARTNERS, L.P.

                                CONSOLIDATED STATEMENT OF INCOME

               (In thousands, except per unit amounts)

                                                         Year ended December 31,
                                                      --------------------------
                                                                  1993 1992 1991
                                                      -------- -------- --------
Operating revenues                                                              
 Trunk revenues.............................  $171,848 $161,116 $154,800
 Storage and terminaling revenues...........    37,213   34,020   33,314
 Other revenues.............................    10,410    9,889    5,324
                                                      -------- -------- --------
                 Total operating revenues..............  219,471 205,025 193,438
                                                      -------- -------- --------
Operating expenses                                                              
 Field operating expenses...................    36,325   31,331   29,680
 General and administrative expenses........    22,378   19,420   18,178
 Facilities costs...........................    19,555   18,876   18,000
 Depreciation and amortization..............    18,971   18,327   16,834
 Power cost.................................    18,940   18,116   17,975
Provisions for environmental                                          
 and litigation costs (Note 6) ...........    27,000   10,000     --
  Product (gains) losses.....................    (2,020)  (2,403)  (3,058)
                                                      -------- -------- --------
                 Total operating expenses..............   141,149 113,667 97,609
                                                      -------- -------- --------
Operating income................................    78,322   91,358   95,829    

Interest expense................................    37,086   36,937   36,924    
Other income, net...............................     1,262      843    2,899    
                                                      -------- -------- --------
Net income before minority interest and                                         
  cumulative effect of accounting change....    42,498   55,264   61,804
Less minority interest  ........................      (882)  (1,146)  (1,200)   
                                                      -------- -------- --------
Net income before cumulative effect                                             
of accounting change ...........................    41,616   54,118   60,604    

Cumulative effect of change in accounting                                       
for postretirement and postemployment                                       
benefits, net of minority interest ...........      --     16,407     --    
                                                      -------- -------- --------
Net income .....................................  $ 41,616 $ 37,711 $ 60,604    
                                                      ======== ======== ========
Income per Unit:                                                                
Before cumulative effect of accounting change ..  $   2.13 $   2.77 $   3.10    
Cumulative effect of accounting change .........       --     (0.84)     --     
                                                      -------- -------- --------
Net income .....................................  $   2.13 $   1.93 $   3.10    
                                                      ======== ======== ========
Operating expenses reflected above include                                      
the following expenses incurred by, and                                     
reimbursed to, the General Partner (Note 7) ..  $ 43,025 $ 37,065 $ 35,810  
                                              ======== ======== ========

See Notes to Consolidated Financial Statements.     

10-K
32nd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 32nd
                          SANTA FE PACIFIC PIPELINE PARTNERS, L.P.

                        CONSOLIDATED STATEMENT OF CASH FLOWS

                            (In thousands)

                                                         Year ended December 31,
                                                 -------------------------------
                                                                  1993 1992 1991
                                                   --------- --------- ---------

Cash flows from operating activities:                                           
Net income ...............................  $ 41,616   $ 37,711   $ 60,604  
                                                   --------- --------- ---------
Adjustments to reconcile net income to net                                  
cash provided by operating activities--                                 
Depreciation and amortization ..........    18,971     18,327     16,834
Cumulative effect of change                                             
in accounting principle ..............      --       16,407       --
Provisions for environmental                                            
and litigation costs  ................    27,000     10,000       --
Environmental and litigation costs paid     (4,275)      (275)      --  
Other, net .............................      (464)     1,825       --  
Minority interest in net income ........       882      1,146      1,200
Changes in--                                                            
   Accounts receivable ..................    (4,636)      (820)    (1,281)
Accounts payable and                                                
    accrued liabilities ................     2,375     (2,689)     4,041
  Other current assets..................        81      5,460      3,475
                                                   --------- --------- ---------
               Total adjustments...................    39,934     49,381  24,269
                                                   --------- --------- ---------
Net cash provided by                                            
                  operating activities.............    81,550     87,092  84,873
                                                   --------- --------- ---------
Cash flows from investing activities:                                           
Capital expenditures .....................   (21,084)   (30,931)   (27,715) 
Other ....................................       276        487      1,041  
                                                   --------- --------- ---------
Net cash used by                                                
        investing activities.............   (20,808)   (30,444)   (26,674)

Cash flows from financing activities:                                           
Distributions to partners                                                   
  and minority interest .................   (55,936)   (55,936)   (53,542)
                                                   --------- --------- ---------
Increase in cash and cash equivalents ......     4,806        712      4,657    

Cash and cash equivalents--                                                     
Beginning of year ........................    27,356     26,644     21,987  
                                                   --------- --------- ---------
End of year ..............................  $ 32,162   $ 27,356   $ 26,644  
                                                   ========= ========= =========

Interest paid...............................  $ 37,326   $ 37,326   $ 37,326    
                                                   ========= ========= =========

         See Notes to Consolidated Financial Statements.

10-K
33rd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 33rd
                SANTA FE PACIFIC PIPELINE PARTNERS, L.P.

               CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

                                  (In thousands)

                                                       General Common Preference
                                            Partner Unitholder Unitholders Total
                                          -------- --------- --------- ---------
Partners' capital                                                               
at December 31, 1990 ............  $ 1,569    $ 61,765   $224,758  $288,092 

1991 net income ...................    1,200      25,278     34,126    60,604   
1991 cash distributions ...........     (921)    (22,000)   (29,700)  (52,621)  
                                           -------- --------- -------- ---------
Partners' capital                                                               
at December 31, 1991 ............    1,848      65,043    229,184   296,075 

1992 net income before cumulative                                               
effect of accounting change .....    1,146      22,542     30,430    54,118 
Cumulative effect of                                                            
accounting change ...............     (347)     (6,834)    (9,226)  (16,407)
1992 cash distributions ...........   (1,161)    (22,815)   (30,800)  (54,776)  
                                           -------- --------- -------- ---------
Partners' capital                                                               
at December 31, 1992 ............    1,486      57,936    219,588   279,010 

1993 net income ...................      882      17,333     23,401    41,616   
1993 cash distributions ...........   (1,160)    (22,815)   (30,800)  (54,775)  
                                           -------- --------- -------- ---------
Partners' capital                                                               
at December 31, 1993 ............  $ 1,208    $ 52,454   $212,189  $265,851 
                                            ======== ======== ======== =========

                 See Notes to Consolidated Financial Statements.

10-K
34th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 34th
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES             

Organization and Basis of Accounting                            

 The  accompanying consolidated financial statements  include  the
 accounts  of  Santa  Fe  Pacific  Pipeline  Partners,  L.P.  (the
 "Trading   Partnership")   and  SFPP,   L.P.,   (the   "Operating
 Partnership"), collectively referred to as the "Partnership",  on
 a  consolidated  basis.  The Trading Partnership  is  a  publicly
 traded limited partnership organized under the laws of the  state
 of Delaware in 1988 which owns a 99% limited partnership interest
 in  the  Operating  Partnership, through  which  the  Partnership
 conducts  all  its  operations.  The  Operating  Partnership  was
 acquired  by  the  Trading Partnership in December  1988  and  is
 engaged  in the transportation of refined petroleum products  and
 related  services. The Operating Partnership is  managed  by  its
 general  partner, Santa Fe Pacific Pipelines, Inc. (the  "General
 Partner"), which, by virtue of this 1% general partner  interest,
 represents   the   minority   interest   in   the   Partnership's
 consolidated financial statements. The General Partner, which  is
 a   wholly   owned  indirect  subsidiary  of  Santa  Fe   Pacific
 Corporation  ("Santa  Fe"), also holds  the  1%  general  partner
 interest  in  the Trading Partnership and, therefore,  in  total,
 holds  a  2%  general partner interest in the  Partnership  on  a
 consolidated  basis.  In  addition,  the  General  Partner   owns
 approximately 42% of the limited partner interests in the Trading
 Partnership ("common units"). Public ownership represented by the
preference units is approximately 56%.                          

Revenue Recognition                                             

 Substantially   all   revenues   are   derived   from    pipeline
 transportation  and  storage  and  terminaling  charges  and  are
 recognized  in  income upon delivery. Other  revenues,  primarily
 incidental  service  charges  and  tank  and  land  rentals,  are
recognized as earned.                                           

 The  Partnership's interstate common carrier pipeline  operations
 are  subject to rate regulation by the Federal Energy  Regulatory
 Commission  ("FERC") under a "trended original cost  methodology"
 adopted  in 1985 for establishing a petroleum products pipeline's
 tariffs.   The  methodology  is  subject  to  clarification   and
 reconsideration  in individual cases and leaves many  issues  for
determination on a case-by-case basis.                          

Properties, Plant and Equipment                                 

 Properties are stated at cost and include capitalized interest on
 borrowed  funds.  Additions  and  replacements  are  capitalized.
 Expenditures for maintenance and repairs are charged  to  income.
 Upon  sale  or  retirement of depreciable properties,  cost  less
salvage is charged to accumulated depreciation.                 

10-K
35th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 35th
 Properties  are  depreciated on a straight-line  basis  over  the
 estimated  service  lives of the related assets.  Rates  for  the
 Partnership's  interstate pipeline properties are  prescribed  by
 the  FERC.  The Partnership's intrastate pipeline properties  and
 its  terminal properties are depreciated using similar rates. The
following annual rates were used in computing depreciation:     

 Rights-of-way.......... ............................... 2.60%
 Line pipe, fittings and pipeline construction. 2.22% to 2.60%
 Buildings and field equipment................. 2.95% to 4.00%
 Storage tanks and delivery facilities......... 3.10% to 3.20%
 Vehicles, office and communications equipment 3.00% to 15.70%

Income Per Unit                                                 

 Income  per  unit  is  computed based  upon  net  income  of  the
 Partnership  less an allocation of income to the general  partner
 of  the  Trading  Partnership in accordance with the  partnership
 agreement,  and  is  based  upon  19,148,148  partnership  units,
 comprising 11,000,000 preference and 8,148,148 common units.  The
 quarterly allocation of net income to the general partner of  the
 Trading  Partnership (which is always equivalent to the  minority
 interest  in  net  income) is based on  its  percentage  of  cash
 distributions from Available Cash at the end of each quarter (see
 Note  10).  The  general partner of the Trading  Partnership  was
 allocated  2.07%, 2.07% and 1.94% of net income  before  minority
interest for 1993, 1992 and 1991, respectively.                 

Cash Equivalents and Short Term Investments                     

 The  Partnership considers all highly liquid investments  with  a
 maturity  of  three  months or less when  purchased  to  be  cash
equivalents.                                                    

Income Tax                                                      

 For federal and state income tax purposes, the Partnership is not
 a  taxable  entity.  Accordingly,  the  taxable  income  or  loss
 resulting  from the operations of the Partnership  is  ultimately
 includable  in  the federal and state income tax returns  of  the
 general and limited partners, and may vary substantially from the
income or loss reported for financial reporting purposes.       

NOTE 2 - 1992 CHANGE IN METHOD OF ACCOUNTING FOR POSTRETIREMENT 
AND POSTEMPLOYMENT BENEFITS                   

 During  the fourth quarter of 1992, the General Partner  and  the
 Partnership  adopted Statement of Financial Accounting  Standards
 ("FAS")   No.  106,  "Employers'  Accounting  for  Postretirement
 Benefits  Other  Than  Pensions", and FAS  No.  112,  "Employers'
 Accounting  for Postemployment Benefits", retroactive to  January
 1, 1992. FAS No. 106 requires that an actuarial method be used to
 accrue the expected cost of postretirement health care and  other
 benefits over employees' years of service. FAS No. 112 relates to
 benefits   provided  to  former  or  inactive   employees   after
 employment  but  before  retirement and requires  recognition  of
 these  benefits  if they are vested and payment is  probable  and
 reasonably  estimable. Prior to 1992, the costs of postretirement

10-K
36th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 36th
 and  postemployment benefits were generally expensed  when  paid.
 For  the  Partnership, the cumulative effect  of  the  accounting
 change  attributable to years prior to 1992 was to decrease  1992
 net  income by $16,407,000, net of minority interest of $347,000.
 The  impact  of FAS No. 106 comprised approximately  95%  of  the
 change.  Additionally,  1992 general and administrative  expenses
 were approximately $1,825,000 higher as a result of the change in
accounting for these costs.                                     

NOTE 3 - DETAIL OF SELECTED BALANCE SHEET ACCOUNTS              

                                                                    December 31,
                                                              ------------------
                                                                       1993 1992
                                                               -------- --------
                                                                  (in thousands)
Accounts receivable:                                        
Trade accounts receivable............. $22,587   $18,654
Recollectible construction and                          
  maintenance expenditures other......  10,200     9,497
                                                               -------- --------
                                                                 $32,787 $28,151
                                                               ======== ========
Accrued liabilities:                                        
East Line litigation costs............ $ 6,570   $   -- 
Environmental remediation costs.......   6,270     1,170
Military product loss reserve.........   5,111     3,873
Property taxes........................   3,210     1,924
Capital expenditures and                                
  major maintenance...................   2,685     2,763
Interest..............................   1,709     1,709
Postretirement and postemployment                       
  benefits............................     800       500
Insurance premiums and claims.........     656     3,389
Other.................................   6,224     3,271
                                                               -------- --------
                                                                 $33,235 $18,599
                                                               ======== ========
Other long-term liabilities:                                
Postretirement and postemployment                       
  benefits............................ $19,403   $18,938
Environmental remediation costs.......  16,880     8,825
East Line litigation costs............   3,000       -- 
                                                               -------- --------
                                                                 $39,283 $27,763
                                                               ======== ========

10-K
37th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 37th
NOTE 4 - PROPERTIES                                             

Properties, plant and equipment consist of the following:       

                                                                    December 31,
                                                            --------------------
                                                                       1993 1992
                                                             --------- ---------
                                                                  (in thousands)
Land.................................... $ 55,545   $ 56,680
Rights-of-way...........................   12,601     12,522
Line pipe, fittings and pipeline                            
  construction..........................  287,008    283,848
Buildings and equipment.................  162,412    152,284
Storage tanks and delivery facilities...  144,678    140,293
Construction in progress................   20,838     22,770
                                                             --------- ---------
                                                                 683,082 668,397
Less accumulated depreciation...........   66,472     50,299
                                                             --------- ---------
                                                               $616,610 $618,098
                                                             ========= =========

 Depreciation  expense  aggregated  $16,921,000,  $16,148,000  and
$14,974,000 in 1993, 1992 and 1991, respectively.               

NOTE 5 - LONG-TERM DEBT                                         

 Long-term  debt  consists of the following First  Mortgage  Notes
(the "Notes") at December 31, 1993 and 1992 (in thousands):     

               Series A  9.85% due December 1994.....  $  11,000
 Series B 10.00% due December 1995.....     17,000
 Series C 10.05% due December 1996.....     22,000
               Series D 10.15% due December 1997.....     28,500
 Series E 10.25% due December 1998.....     32,500
Series F 10.70% due December 1999 
                                     through 2004..................    244,000
                                                                        --------
                                                                        $355,000
                                                                        ========

 The Partnership  intends to  refinance  the  Series A Notes  on a
 long-term basis upon their maturity and, therefore,  has included
 them in long-term debt at December 31, 1993.   The Series F Notes
 become payable in annual installments  ranging from $31.5 million
 in 1999 to the final payment of  $49.5 million  in December 2004.
 The Notes  may also be prepaid  beginning in 1999  in full  or in
 part at a price equal to par plus,  in certain  circumstances,  a
premium.                                                        

 The  Notes are secured by mortgages on substantially all  of  the
 properties  of  the Partnership ("the Mortgaged  Property").  The
 Notes  contain  covenants specifying certain limitations  on  the
 Partnership's operations including the amount of additional  debt
 or equity that may be issued, cash distributions, investments and
 property   dispositions.  Management  does   not   believe   such
 limitations  will adversely affect the Partnership's  ability  to

10-K
38th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 38th
fund its operations or planned capital expenditures.            

 The   fair   value  of  the  Partnership's  long-term   debt   is
 approximately  $450 million at December 31, 1993.  Such  estimate
 represents  the present value of interest and principal  payments
 on the Notes discounted at present market yields, and assumes the
 Series  F  Notes will be prepaid in full in 1999 at  par  plus  a
premium.                                                        

 Interest  on  the  Notes  is  payable semiannually  in  June  and
 December.  Interest capitalized during the years 1993,  1992  and
1991 aggregated $598,000, $760,000 and $756,000, respectively.  

 The  Partnership  arranged a $60 million multi-year  term  credit
 facility  and a $20 million working capital facility  with  three
 banks  in  October  1993.  The term  facility  may  be  used  for
 refinancing  a  portion of the Partnership's long-term  debt  and
 capital  projects,  and  may be utilized  on  a  revolving  basis
 through  October 1997, with any outstanding balance at that  time
 converted to a three-year amortizing term loan. Borrowings  under
 this facility would also be secured by the Mortgaged Property and
 would  generally be subject to the same terms and  conditions  of
 the First Mortgage Notes. The working capital facility replaced a
 $20 million facility originally established in April 1990, and is
 subject to annual renewal. Advances under this credit line can be
 used  for  general Partnership purposes and would be  secured  by
 certain  of the Partnership's accounts receivable. This  facility
 may  not be utilized for a 45-day period, the designation of such
 period  to be at the Partnership's discretion, during each  year,
 and  is also subject to other reasonable and customary terms  and
 conditions.  Both  facilities provide for certain  interest  rate
 options. To date, neither of these facilities have been utilized.

NOTE 6 - COMMITMENTS AND CONTINGENCIES                          

East Line Litigation and FERC Proceeding                        

 Certain of the Partnership's shippers have filed civil suits  and
 initiated   a  Federal  Energy  Regulatory  Commission   ("FERC")
 proceeding  alleging, among other things, that the  shippers  had
 been  damaged  by  the Partnership's failure to  fulfill  alleged
 promises  to  expand the East Line's capacity  between  El  Paso,
 Texas  and  Phoenix,  Arizona to meet shipper  demand.  The  FERC
 proceeding also involves claims, among other things, that certain
 of  the  Partnership's tariffs and charges on its East  and  West
Lines are excessive.                                            

In  July 1993, the Partnership reached a settlement with one  of
these  shippers,  Navajo  Refining Company  ("Navajo"),  whereby
Navajo  agreed  to dismiss its pending civil litigation  in  New
Mexico  and withdraw any challenge to the direction of  flow  of
the  Partnership's six-inch pipeline between Phoenix and Tucson,
Arizona,  including any such challenge in the  FERC  proceeding.
The  Partnership agreed to make certain cash payments to  Navajo
over  three  years and to undertake and complete  an  additional
pipeline  capacity expansion between El Paso, Texas and  Phoenix
if  certain  events related to volume levels  and  proration  of
pipeline capacity should occur within the next five years.      

10-K
39th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 39th
During  the  quarter ended September 30, 1993,  the  Partnership
recorded  a  $12 million provision for litigation  costs,  which
reflects  the  terms  of  the  Navajo  settlement  as  well   as
anticipated  legal fees and other costs related to  defense  and
ultimate  resolution of the FERC proceeding  and  the  remaining
civil  action brought by El Paso Refinery, L.P. and its  general
partner.  Management  believes that it has acted  properly  with
respect to expansion of the East Line and the direction of  flow
of the six-inch pipeline from Phoenix to Tucson. Management also
believes  that the Partnership's tariffs are just and reasonable
and,   if   certain   of   the   underlying   assumptions    and
interpretations   of  rate-making  methodology   made   by   the
Partnership   in  supporting  these  tariffs  are   ruled   upon
favorably,  that  these tariffs will be upheld should  the  FERC
proceeding progress to its completion. However, because  of  the
nature  of  FERC rate-making methodology, it is not possible  to
predict with certainty whether the Partnership's assumptions and
rate-making approach will be upheld by the FERC and,  hence,  it
is  impossible to predict the outcome of the FERC proceeding. It
is  the  opinion  of  management that any additional  costs,  in
excess  of recorded liabilities, incurred to defend and  resolve
these matters, or any capital expenditures which may be required
under  the  terms  of the Navajo settlement,  will  not  have  a
material   adverse   effect   on  the  Partnership's   financial
condition;  nevertheless, it is possible that the  Partnership's
results  of  operations,  in  particular  quarterly  or   annual
periods, could be materially affected by the ultimate resolution
of these matters.                                               

Environmental                                                   

 The  Partnership's  transportation and  terminal  operations  are
 subject  to extensive regulation under federal, state  and  local
 environmental   laws   concerning,  among   other   things,   the
 generation,  handling, transportation and disposal  of  hazardous
 materials  and the Partnership is, from time to time, subject  to
 environmental cleanup and enforcement actions. In particular, the
 federal  Comprehensive Environmental Response,  Compensation  and
 Liability  Act  ("CERCLA" or "Superfund" law)  generally  imposes
 joint  and  several liability for cleanup and enforcement  costs,
 without  regard to fault or the legality of the original conduct,
 on  current or predecessor owners and operators of a site.  Along
 with  several  other  respondents, the Partnership  is  presently
 involved   in   one   cleanup  ordered  by  the   United   States
 Environmental Protection Agency ("EPA") related to  ground  water
 contamination  in  the  vicinity  of  the  Partnership's  storage
 facilities  and  truck  loading terminal at  Sparks,  Nevada.  In
 addition,  the Partnership is also involved in six  ground  water
 hydrocarbon  remediation  efforts  under  administrative   orders
 issued by the California Regional Water Quality Control Board at,
 or  adjacent  to,  its  facilities at  Colton,  Concord,  Mission
 Valley,  Brisbane, San Jose and West Sacramento,  California.  In
 April  1993, the Partnership was notified that the United  States
 military   expects   the  Partnership  to  participate   in   the
 remediation  of  ground water hydrocarbon  contamination  in  the
 vicinity   of   the  Partnership's  pump  station   at   Norwalk,
 California,  which is adjacent to a major military  fuel  storage
 facility.  The Partnership is currently investigating the  extent
 of  its responsibility for the contamination. The Partnership  is

10-K
40th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 40th
 cooperating  with  a  request  from  the  Arizona  Department  of
 Environmental   Quality  to  participate  in  a  joint   industry
 investigation  of possible ground water hydrocarbon contamination
 in  the  vicinity of the Partnership's terminal at  Phoenix.  The
 Partnership is also involved in soil and ground water remediation
 projects  at and adjacent to various other terminal and  pipeline
 locations, that have not been mandated by government agencies but
 are conducted in the ordinary course of business. In a number  of
 these  cleanup  projects, the Partnership is  participating  with
 other  entities ranging from large integrated petroleum companies
to certain less financially sound parties.                      

 During  the  quarter  ended September 30, 1993,  the  Partnership
 completed   a   comprehensive  re-evaluation  of  its   potential
 liabilities associated with environmental remediation  activities
 and,  as  a result, recorded a $15 million provision to  increase
 its  existing reserve for environmental remediation  costs.  This
 provision   reflects  the  estimated  cost  of   completing   all
 remediation  projects presently known to be required,  either  by
 government mandate or in the ordinary course of business, as well
 as    the    cost   of   performing   preliminary   environmental
 investigations at several locations, including the  investigation
 of  potential  contamination in the vicinity of the Partnership's
 Phoenix  terminal. During the quarter ended September  30,  1992,
 the   Partnership   recorded   a  $10   million   provision   for
 environmental remediation costs at Sparks, Nevada and  two  sites
 in  California.  The cash expenditures related to these  projects
 are  primarily  expected  to  occur over  the  next  five  years;
 however,  certain  remediation projects,  including  the  largest
 project  at  Sparks, are expected to continue  for  a  period  of
approximately ten years.                                        

Estimates  of the Partnership's ultimate liabilities  associated
with environmental remediation activities and related costs  are
particularly difficult to make with certainty due to the  number
of   variables   involved,  including   the   early   stage   of
investigation at certain sites, the lengthy time frames required
to complete remediation at most locations, the number of parties
involved, the number of remediation alternatives available,  and
the  uncertainty  of  potential recoveries from  third  parties.
Based  on the information presently available, it is the opinion
of  management  that any such costs, to the extent  they  exceed
recorded liabilities, will not have a material adverse effect on
the  Partnership's  financial  condition;  nevertheless,  it  is
possible  that  the  Partnership's  results  of  operations   in
particular  quarterly  or  annual periods  could  be  materially
affected as conditions change or additional information  becomes
available.                                                      

Other Claims and Litigation                                     

The Partnership is also party to a number of other legal actions
arising  in  the  ordinary course of business. While  the  final
outcome  of  these other legal actions cannot be predicted  with
certainty,  it is the opinion of management that none  of  these
other legal actions, when finally resolved, will have a material
adverse  effect on the consolidated financial condition  of  the
Partnership; nevertheless, it is possible that the Partnership's
results  of  operations,   in  particular  quarterly  or  annual

10-K
41st Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 41st
periods, could be materially affected by the ultimate resolution
of these matters.                                               

Lease Commitments                                               

 The  General  Partner  leases space in  an  office  building  and
 certain computer equipment, the rent on which is charged  to  the
 Partnership.  The General Partner's total lease  commitments  not
 subject  to  cancellation at December 31, 1993  are  as  follows:
$2,135,000 in 1994, $2,105,000 in 1995 and $1,330,000 in 1996.  

 The  Partnership also leases certain rights-of-way and land under
 agreements  that can be canceled at any time should they  not  be
 required  for  operations.  The annual payments  associated  with
 these leases aggregated approximately $5 million in 1993, however
 a  substantial portion of this amount is subject to renegotiation
 effective  January  1,  1994. While the lessor  has  requested  a
 significant  increase in the annual lease payment  for  1994  and
 future  years, it is not presently possible to predict the annual
 rent  associated  with  these leases which  will  be  established
 either through negotiation or arbitration. Rental expense for all
 operating  leases was $7,130,000, $6,600,000 and  $7,000,000  for
the years 1993, 1992 and 1991, respectively.                    

NOTE 7 - RELATED PARTY TRANSACTIONS                             

 The  Partnership has no employees and is managed by  the  General
 Partner. Under certain partnership and management agreements, the
 General Partner and Santa Fe or its subsidiaries are entitled  to
 reimbursement  of all direct and indirect costs  related  to  the
 business activities of the Partnership. These expenses, which are
 included  in  field  operating  and  general  and  administrative
 expenses in the Partnership's statement of income, totaled  $43.0
 million, $37.1 million and $35.8 million for the years 1993, 1992
 and  1991,  respectively, and include compensation  and  benefits
 payable to officers and employees of the General Partner, payroll
 taxes,   corporate   office   building   rentals,   general   and
 administrative  costs, tax information and  reporting  costs  and
legal and other professional services fees.                     

NOTE 8 - PENSION AND POSTRETIREMENT PLANS                       

 The General Partner is included with certain other affiliates  in
 the  trusteed  non-contributory Santa Fe Pacific Retirement  Plan
 ("the  Plan")  which fully complies with ERISA requirements.  The
 Plan covers substantially all officers and employees of Santa  Fe
 and   its  subsidiaries  not  covered  by  collective  bargaining
 agreements. Benefits payable under the Plan are based on years of
 service   and   compensation  during  the  sixty   highest   paid
 consecutive  months of service during the ten  years  immediately
 preceding  retirement. Santa Fe's funding policy is to contribute
 annually at a rate not less than the ERISA minimum, and not  more
 than the maximum amount deductible for income tax purposes. Since
 the  General  Partner is included with certain other  affiliates,
 detailed  Plan  information  for  the  General  Partner  is   not
 available  in all cases, however, as of September 30,  1993,  the
 fair  value of Plan assets allocated to employees associated with

10-K
42nd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 42nd
 the Partnership's operations was $51.4 million, and the actuarial
 present value of projected Plan obligations, discounted at  7.0%,
 was  $47.5  million. The expected return on the market  value  of
 Plan  assets  was 9.75% and compensation levels were  assumed  to
 increase at 4.0% per year. Primarily as a result of the excess of
 Plan   assets  over  liabilities,  pension  income  of  $435,000,
 $605,000  and  $290,000 was recognized in 1993,  1992  and  1991,
respectively.                                                   

 In  addition  to  the  defined  benefit  pension  plan,  salaried
 employees who have attained age 55 and who have rendered 10 years
 of  service  are  eligible  for both medical  benefits  and  life
 insurance coverage during retirement. The retiree medical plan is
 contributory  and  provides benefits to retirees,  their  covered
 dependents and beneficiaries. Retiree contributions are  adjusted
 annually.  The plan also contains fixed deductibles,  coinsurance
 and  out-of-pocket limitations. The life insurance plan  is  non-
contributory and covers retirees only.                          

 The  Partnership  adopted FAS No. 106 effective January  1,  1992
 (see  Note 2). Net periodic postretirement benefit cost  in  1993
 and   1992  was  $1,557,000  and  $2,231,000,  respectively,  and
included the following components (in thousands):               

                                                                  Life Insurance
                                                            Medical Plan    Plan
                                             ----------------- -----------------
                                                            1993  1992 1993 1992
                                                 ------- ------- ------- -------
Service cost...............  $  553    $  718   $   37    $   26
Interest cost..............   1,066     1,275      213       212
Amortization of prior                                           
 service credit...........    (312)      --       --        --
                                                 ------- ------- ------- -------
Net periodic postretirement                                     
  benefit cost.............  $1,307    $1,993   $  250    $  238
                                                 ======= ======= ======= =======

 Prior  to  1992,  the  costs  of these  benefits  were  generally
recognized when paid and were $430,000 in 1991.                 

10-K
43rd Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 43rd
 The  Partnership's policy is to fund benefits payable  under  the
 medical  and  life  insurance plans as due. The  following  table
 shows  the  reconciliation of the plans' obligations  to  amounts
accrued at December 31, 1993 and 1992 (in thousands):           

                                                                  Life Insurance
                                                               Medical Plan Plan
                                             ----------------- -----------------
                                                             1993 1992 1993 1992
                                             -------- -------- -------- --------
Accumulated postretirement                                      
benefit obligation:                                         
Retirees....................  $ 5,253  $ 4,252  $ 2,086  $ 1,985
Fully eligible active                                           
 plan participants.........    1,148      753      --       --
Other active plan                                               
participants................    9,199    7,124      648      576
                                             -------- -------- -------- --------
                                                       15,600 12,129 2,734 2,561
Unrecognized prior                                              
 service credit............    3,763    4,075      --       --
 Unrecognized net gain (loss)   (2,249)      46     (243)     (42)
                                             -------- -------- -------- --------
Accrued postretirement                                          
  liability.................  $17,114  $16,250  $ 2,491  $ 2,519
                                             ======== ======== ======== ========

 The  unrecognized prior service credit, which is the result of  a
 plan  amendment  effective January 1,  1993,  will  be  amortized
 straight-line over the average future service to full eligibility
 of  the active population. For 1994, the assumed health care cost
 trend rate for managed care medical costs is 11.5% and is assumed
 to   decrease  gradually  to  5%  by  2006  and  remain  constant
 thereafter.  For medical costs not in managed care,  the  assumed
 health  care cost trend is 14% in 1994 and is assumed to decrease
 gradually  to  6.5% by 2006 and remain constant  thereafter.  The
 health  care cost trend rate assumption has a significant  effect
 on  the  amounts  reported. For example, increasing  the  assumed
 health care cost trend rates by one percentage point in each year
 would  increase the accumulated postretirement benefit obligation
 for  the  medical plan by $2.9 million and the aggregate  of  the
 service  and  interest components of net periodic  postretirement
 benefit cost recognized in 1993 by $330,000. In 1993, the assumed
 health  care cost trend rate for managed care medical  costs  was
 12%  and  was assumed to decrease gradually to 5.5% by  2006  and
 remain  constant  thereafter. For medical costs  not  in  managed
 care, the assumed health care cost trend was 15% in 1993 and  was
 assumed to decrease gradually to 6.5% by 2006 and remain constant
 thereafter.  The  weighted-average  discount  rate   assumed   in
 determining the accumulated postretirement benefit obligation was
 7% and 8.5% in 1993 and 1992, respectively. The assumed weighted-
 average  salary  increase was 4.0% and 5.5%  in  1993  and  1992,
respectively.                                                   

10-K
44th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 44th
NOTE 9 - OPERATING REVENUE FROM MAJOR CUSTOMERS                 

 Operating  revenues received from three major petroleum companies
 each  exceeded  10%  of  total 1993 revenues  and,  individually,
 account  for 16.9%, 12.9% and 10.2% of total operating  revenues.
 In  1992,  these  same customers accounted for 17.1%,  13.7%  and
 10.8%  of  total operating revenues and, in 1991, they  accounted
for 16.0%, 13.1% and 10.9% of total operating revenues.         

NOTE 10 - CASH DISTRIBUTIONS                                    

 The   Partnership   makes   quarterly   cash   distributions   of
 substantially  all  of its available cash, generally  defined  as
 consolidated  cash  receipts less consolidated cash  expenditures
 and  such  retentions  for working capital,  anticipated  capital
 expenditures  and  contingencies as  the  General  Partner  deems
 appropriate  or  as  are  required by the  terms  of  the  Notes.
 Distributions   are  made  98%  to  the  common  and   preference
 unitholders  (the  "unitholders") and 2% to the General  Partner,
 subject  to the payment of incentive distributions to the General
 Partner  which increase as quarterly distributions to unitholders
 exceed certain specified target levels. The incremental incentive
 distributions payable to the General Partner are 8%, 18% and  28%
 of  all  quarterly distributions of available cash  that  exceed,
 respectively,  $0.60, $0.65 and $0.70 per common  and  preference
 unit. Such incentive distributions aggregated $1,202,000 in  1993
and in 1992 and $770,000 in 1991.                               

 Cash   distributions  declared  for  the  four   quarters   ended
 December  31,  1993, 1992 and 1991 aggregated  $2.80,  $2.80  and
 $2.75  per  unit,  respectively. In January 1994 the  Partnership
 announced a fourth quarter 1993 distribution of $0.70 per  common
and preference unit, payable in February 1994.                  

 Prior  to  December  31, 1993, in the event that  there  was  not
 sufficient  available  cash to pay the  minimum  distribution  of
 $0.55  per  unit  to  all unitholders at the end  of  a  quarter,
 preference  unitholders  were entitled  to  receive  the  minimum
 quarterly  distribution,  plus  any  arrearages,  prior  to   any
 distribution  of  available cash to the common unitholders.  With
 the  Partnership  having  met certain  financial  criteria,  this
 subordination  period ended on  December 31, 1993,  and all units
 will henceforth  have equivalent  rights  with  respect  to  cash
 distributions  and  shall  be called  common  units.   Since  the
 formation of the Partnership in December 1988,  there has been no
arrearage of cash distributions.                                

10-K
45th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 45th
NOTE 11 - SUMMARIZED QUARTERLY OPERATING RESULTS                
AND PREFERENCE UNIT INFORMATION (UNAUDITED) 

Quarterly results of operations are summarized below:           

                                                       First Second Third Fourth
                                                 Quarter Quarter Quarter Quarter
                                             -------- -------- -------- --------
             (In thousands, except per unit amounts)

1993:                                                           

Net revenues................. $49,674  $57,222  $56,778  $55,797
Operating income.............  21,758   29,150    1,478   25,936
Net income (loss)............  12,516   19,674   (7,326)  16,752

Income (loss) per unit....... $  0.64  $  1.01  $ (0.37) $  0.86

1992:                                                           

Net revenues................. $47,153  $52,752  $53,382  $51,738
Operating income.............  21,823   27,606   16,700   25,229
Net income before cumulative                                    
  effect of accounting change  12,639   18,380    7,369   15,730
Net income (loss)............  (3,768)  18,380    7,369   15,730

Income per unit before                                          
cumulative effect of                                        
  accounting change.......... $  0.65  $  0.94  $  0.38  $  0.80
Income (loss) per unit.......   (0.19)    0.94     0.38     0.80

 Notes: Third quarter 1993 included a $27.0 million provision  for
 environmental  and  litigation  costs  and  third  quarter   1992
 included a $10.0 million provision for environmental costs. First
 quarter 1992 included the $16.4 million cumulative effect  of  an
 accounting change. The sum of net income (loss) per unit for  the
 four quarters of 1993 does not equal net income per unit for  the
full year due to the effect of rounding differences.            

10-K
46th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 46th
 Santa Fe  Pacific Pipeline Partners, L.P. units are traded on the
 New  York  Stock  Exchange,  under the symbol SFL.  The quarterly
 price range per unit and cash distributions declared per unit for
1993 and 1992 are summarized below:                             

                                                                   High Low Cash
                                                         Unit Unit Distributions
                                                            Price Price Declared
                                                     ------ ------ -------------
1993:                                                           

Fourth Quarter....................  39-7/8   36-3/8      $0.70  
Third Quarter.....................  40       36-3/8       0.70  
Second Quarter....................  40-3/4   36-3/8       0.70  
First Quarter.....................  39-3/4   35-3/4       0.70  

1992:                                                           

Fourth Quarter....................  39-1/4   33-1/4      $0.70  
Third Quarter.....................  39-3/4   34-3/8       0.70  
Second Quarter....................  35-3/8   30-3/4       0.70  
First Quarter.....................  36-5/8   31-3/4       0.70  

 As  of  January 31, 1994, there were approximately 18,000 holders
of Partnership units.                                           

10-K
47th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 47th
                                                                      SCHEDULE V
                              SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                                           PROPERTY, PLANT AND EQUIPMENT
                                                        (In thousands)
                                                    Year ended December 31, 1993
                           -----------------------------------------------------
                                              Balance at                 Balance
                                              beginning  Additions  Other at end
                                  of year at cost Retirements changes(a) of year
                               --------- --------- --------- --------- ---------
Land.................... $ 56,680   $    321   $ (1,456)  $   --     $ 55,545   
Rights-of-way...........   12,522         79       --         --       12,601   
Line pipe, fittings and                                                         
pipeline construction.  283,848      3,178         (7)       (13)   287,008 
Buildings and equipment.  152,284     10,040       (481)       569    162,412   
Storage tanks and                                                               
delivery facilities...  140,293      5,245        (84)      (776)   144,678 
Construction in progress   22,770      2,221       --       (4,153)    20,838   
                               --------- --------- --------- --------- ---------
                                  $668,397 $ 21,084 $ (2,028) $ (4,371) $683,082
                               ========= ========= ========= ========= =========
                                                    Year ended December 31, 1992
                           -----------------------------------------------------
                                              Balance at                 Balance
                                         beginning  Additions       Other at end
                                  of year at cost Retirements changes(a) of year
                               --------- --------- --------- --------- ---------
Land.................... $ 56,655   $     25   $   --     $   --     $ 56,680   
Rights-of-way...........   11,875        210       --          437     12,522   
Line pipe, fittings and                                                         
pipeline construction.  278,803      8,388        (83)    (3,260)   283,848 
Buildings and equipment.  135,733     14,824     (1,864)     3,591    152,284   
Storage tanks and                                                               
delivery facilities...  132,252      9,921       (594)    (1,286)   140,293 
Construction in progress   27,138     (2,437)      --       (1,931)    22,770   
                               --------- --------- --------- --------- ---------
                                  $642,456 $ 30,931 $ (2,541) $ (2,449) $668,397
                               ========= ========= ========= ========= =========
                                                    Year ended December 31, 1991
                           -----------------------------------------------------
                                              Balance at                 Balance
                                              beginning  Additions  Other at end
                                  of year at cost Retirements changes(a) of year
                               --------- --------- --------- --------- ---------
Land.................... $ 56,653   $      2   $   --     $   --     $ 56,655   
Rights-of-way...........   11,646         37       --          192     11,875   
Line pipe, fittings and                                                         
pipeline construction.  278,501        633       (156)      (175)   278,803 
Buildings and equipment.  127,749      8,195       (266)        55    135,733   
Storage tanks and                                                               
delivery facilities...  122,904     11,049       (977)      (724)   132,252 
Construction in progress   23,983      7,799       --       (4,644)    27,138   
                               --------- --------- --------- --------- ---------
                                  $621,436 $ 27,715 $ (1,399) $ (5,296) $642,456
                               ========= ========= ========= ========= =========
(a)Other changes in "Construction in progress" primarily reflect the reclass-   
ification of certain software costs to the "Other assets" caption of the  
Partnership's consolidated balance sheet and reclassifications of certain 
  properties between categories upon final valuation for rate-making purposes.

10-K
48th Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 48th
                                                                     SCHEDULE VI
                              SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                               ACCUMULATED DEPRECIATION, DEPLETION AND
                             AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
                                              (In thousands)

                                                    Year ended December 31, 1993
                           -----------------------------------------------------
                                              Balance at                 Balance
                                              beginning  Additions  Other at end
                                     of year at cost Retirements changes of year
                               --------- --------- --------- --------- ---------
Rights-of-way........... $  1,071   $    326   $   --     $   --     $  1,397   
Line pipe, fittings and                                                         
pipeline construction.   25,858      6,807         (7)       (13)    32,645 
Buildings and equipment.   11,907      5,483       (481)       (16)    16,893   
Storage tanks and                                                               
delivery facilities...   11,463      4,305        (83)      (148)    15,537 
                               --------- --------- --------- --------- ---------
                                      $ 50,299 $ 16,921 $ (571) $ (177) $ 66,472
                               ========= ========= ========= ========= =========

                                                    Year ended December 31, 1992
                           -----------------------------------------------------
                                              Balance at                 Balance
                                              beginning  Additions  Other at end
                                     of year at cost Retirements changes of year
                               --------- --------- --------- --------- ---------
Rights-of-way........... $    752   $    319   $   --     $   --     $  1,071   
Line pipe, fittings and                                                         
pipeline construction.   19,391      6,683        (83)      (133)    25,858 
Buildings and equipment.    8,885      5,026     (1,864)      (140)    11,907   
Storage tanks and                                                               
delivery facilities...    7,967      4,120       (594)       (30)    11,463 
                               --------- --------- --------- --------- ---------
                                    $ 36,995 $ 16,148 $ (2,541) $ (303) $ 50,299
                               ========= ========= ========= ========= =========

                                                    Year ended December 31, 1991
                           -----------------------------------------------------
                                         Balance at                      Balance
                                              beginning  Additions  Other at end
                                     of year at cost Retirements changes of year
                               --------- --------- --------- --------- ---------
Rights-of-way........... $    491   $    261   $   --     $   --     $    752   
Line pipe, fittings and                                                         
pipeline construction.   12,983      6,714       (156)      (150)    19,391 
Buildings and equipment.    4,863      4,364       (266)       (76)     8,885   
Storage tanks and                                                               
delivery facilities...    5,078      3,635       (977)       231      7,967 
                               --------- --------- --------- --------- ---------
                                        $ 23,415 $ 14,974 $ (1,399) $ 5 $ 36,995
                               ========= ========= ========= ========= =========

10-K
Last Page of 49
TOC
1st
Previous
Next
↓Bottom
Just 49th
                                                                      SCHEDULE X
                        SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                        SUPPLEMENTARY INCOME STATEMENT INFORMATION
                            (In thousands)

The following have been charged to expense:                                     

                                                         Year ended December 31,
                                                 -------------------------------
                                                                  1993 1992 1991
                                                       -------- -------- -------

1.  Maintenance and repairs ................  $24,000(a)  $20,320(a)  $ 9,385   
2.  Depreciation and amortization                                               
of intangible assets, preoperating                                  
   costs and similar deferrals ............  2,050       2,180       2,215
3.  Taxes, other than payroll and                                               
   income taxes ........................... 12,350      12,175      10,865

(a) These amounts include provisions for environmental costs of $15 million     
and $10 million in 1993 and 1992, respectively.                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/15/94		18
Filed on:		4/1/94
		3/25/94		27
		3/14/94		10
		3/1/94		24
		2/14/94		10					SC 13G/A
		1/31/94		46
		1/28/94		21		29
		1/1/94		2		41
For Period End:		12/31/93		5		48
		10/14/93		26
		9/30/93		11		41
		7/28/93		10
		6/30/93		11
		1/1/93		43
		12/31/92		18		48
		9/30/92		19		40
		1/1/92		13		42
									List all Filings