<PAGE>
 
     As filed with the Securities and Exchange Commission on March 21, 1994
                                                      Registration No. 33-  

================================================================================
                                        

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under
                           THE SECURITIES ACT OF 1933

                             ---------------------

                             BUCKEYE PARTNERS, L.P.
               (Exact name of issuer as specified in its charter)
                                        
        Delaware                                      23-2432497
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                            3900 Hamilton Boulevard
                         Allentown, Pennsylvania 18103
                    (Address of principal executive offices)

                  UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN
                            (Full title of the plan)

                           STEPHEN C. MUTHER, ESQUIRE
                                  Secretary
                           Buckeye Management Company
                            3900 Hamilton Boulevard
                         Allentown, Pennsylvania 18103
                    (Name and address of agent for service)

                                 (610) 820-8300
         (Telephone number, including area code, of agent for service)

                            -----------------------

                                  Copy to:
                           HOWARD L. MEYERS, ESQUIRE
                            Morgan, Lewis & Bockius
                             2000 One Logan Square
                     Philadelphia, Pennsylvania 19103-6993


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 ===============================================================================
    Title of securities       Amount to    Proposed     Proposed    Amount of
     to be registered            be         maximum      maximum registration fee
                             registered    offering    aggregate
                                             price      offering
                                           per share      price
 ===============================================================================
<S>                         <C>           <C>          <C>          <C>
   L.P. Units                92,600       $22.15(1)
representing limited        267,400       $36.9375(2)
   partnership                                         $11,928,178        $4,113
    interests
 ===================================================================================
</TABLE>

(1)  Based upon exercise price of outstanding options as of the date of grant,
     as reduced by the distribution equivalents that have accrued and are
     estimated to accrue with respect to such options in accordance with the
     Unit Option and Distribution Equivalent Plan.

(2)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     reported high and low sales prices of L.P. Units on March 15, 1994, as
     reported on the New York Stock Exchange.

================================================================================
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     The following documents, as filed by Buckeye Partners, L.P. (the
"Partnership") with the Securities and Exchange Commission (the "SEC"), are
incorporated by reference herein and made a part hereof:

                 (a)  Annual Report on Form 10-K for the year ended December 31,
       1993;

                 (b)  The description of the L.P. Units of the Partnership
       contained in a registration statement on Form 8-A filed under the
       Securities Exchange Act of 1934 (the "Exchange Act") with the SEC on
       December 8, 1986, as amended by Form 8 thereto filed with the SEC on
       December 15, 1986, including any amendment or report filed for the
       purpose of updating such description.

          All reports and other documents subsequently filed by the Partnership
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.


Item 4.  Description of Securities.
         ------------------------- 

            Not applicable.


Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

            Not applicable.


Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

          The Partnership is a Delaware limited partnership, the general partner
of which is Buckeye Management Company, a Delaware corporation (the "General
Partner").  All of the Partnership's operations are conducted through four
subsidiary operating partnerships (together, the "Operating Partnerships")
pursuant to separate amended and restated agreements of limited partnership for
each of the Operating Partnerships (together, the "Operating Partnership
Agreements").  The Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement") and the Operating Partnership
Agreements are referred to hereafter as the "Partnership Agreements."

          The Partnership Agreements provide that the Partnership or Operating
Partnership, as the case may be, will indemnify (to the extent permitted by
applicable law) certain persons (each, an "Indemnitee") against expenses
(including legal fees and expenses), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Indemnitee in connection
with any threatened, pending or completed claim, demand, action, suit or
proceeding to which the Indemnitee is or was an actual or threatened party and
which relates to the Partnership Agreement or Operating Partnership Agreement or
the property, business, affairs or management of the Partnership or any
Operating Partnership. This indemnity is available only if the Indemnitee acted
in good faith and the action or omission which is the basis of such claim,
demand, action, suit or proceeding does not involve the gross negligence or
willful misconduct of such Indemnitee.  Indemnitees include the General Partner,
any affiliate of the General Partner, any person who is or was a director,
officer, employee or agent of the General Partner or any affiliate, or any
person who is or was serving at the request of the General Partner or any such
affiliate as a director, officer, partner, trustee, employee or agent of another
person. Expenses subject to indemnity will be paid by the applicable partnership
to the Indemnitee in advance, subject to receipt of an undertaking by or on
behalf of the Indemnitee to repay such amount if it is ultimately determined by
a court of competent jurisdiction that the Indemnitee is not

                                      -2-
<PAGE>
 
entitled to indemnification. The Partnership maintains a liability insurance 
policy on behalf of the Indemnitees.

          Section 145 of the Delaware General Corporation Law sets forth the
extent to which a person is a director or officer of a Delaware corporation or
serves at the request of a Delaware corporation as a director, officer, employee
or agent of any other enterprise may be indemnified against any liabilities they
may incur in their capacity as such.  Article VI of the General Partner's Bylaws
provides for the indemnification of directors and officers of the General
Partner and such directors and officers who serve at the request of the General
Partner as directors, officers, employees, or agents of any other enterprise
against certain liabilities under certain circumstances.


Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

            Not applicable.


Item 8.  Exhibits.
         -------- 

            The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
 
Exhibit                                                             Location or
Number                            Exhibit                            Sequential
- -------                           -------                           Page Numbers
                                                                    ------------
<C>      <S>                                                        <C>
    5.1  Opinion of Morgan, Lewis & Bockius.......................      8-9

   10.1  Buckeye Partners, L.P. Unit Option and Distribution             
         Equivalent Plan..........................................       *
 
   10.2  Buckeye Management Company Unit Option Loan Program......       **

   23.1  Consent of Deloitte & Touche.............................       10

   23.2  Consent of Morgan, Lewis & Bockius (included as part of          
         Exhibit 5.1).............................................       9 

   24.1  Powers of Attorney (included on signature page)..........      5-6
 
</TABLE>
*    Incorporated by reference to Exhibit 10.10 to the Partnership's Quarterly
     Report on Form 10-Q for the quarter ended September 30, 1991, filed with
     the SEC pursuant to the Exchange Act.

**   Incorporated by reference to Exhibit 10.11 to the Partnership's Quarterly
     Report on Form 10-Q for the quarter ended September 30, 1991, filed with
     the SEC pursuant to the Exchange Act.

Item 9.  Undertakings.
         ------------ 

       (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933 (the "Act");

                                      -3-
<PAGE>
 
                 (ii) To reflect in the prospectus any facts or events arising
       after the effective date of the registration statement (or the most
       recent post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement; and

                 (iii)  To include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the registration
       statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
          -----------------                                                  
section do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Partnership pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

       (b)  The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Act, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

       (c)  Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      -4-
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this
28th day of January, 1994.

                                BUCKEYE PARTNERS, L.P.
                                    (Registrant)


                                By:  Buckeye Management Company,
                                        as General Partner


                                By:  /s/  Alfred W. Martinelli
                                   ----------------------------------------
                                          Alfred W. Martinelli
                                          Chairman of the Board


          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Buckeye Management Company hereby constitutes and appoints
Ernest R. Varalli and Stephen C. Muther, or either of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign and file the Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, and any or all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments increasing the amount of securities for which registration is being
sought), with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any or them, or their substitute or
substitutes, may lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act, of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE> 
<S>                             <C>  

Dated:  January 28, 1994        By:  /s/ Brian F. Billings
                                   ------------------------------------
                                         Brian F. Billings
                                         Director

Dated:  January 28, 1994        By:  /s/ A. Leon Fergenson
                                   ------------------------------------
                                         A. Leon Fergenson
                                         Director

Dated:  January 28, 1994        By:  /s/ Neil M. Hahl
                                   ------------------------------------
                                         Neil M. Hahl
                                         President and Director
</TABLE> 

                                      -5-
<PAGE>
 
<TABLE> 
<S>                             <C> 
Dated:  January 28, 1994        By: /s/  Edward F. Kosnik
                                    -----------------------------------
                                         Edward F. Kosnik
                                         Director

Dated:  January 28, 1994        By: /s/  Alfred W. Martinelli
                                   ------------------------------------
                                         Alfred W. Martinelli
                                         Chairman of the Board and Director
                                         (Principal Executive Officer)

Dated:  January 28, 1994        By: /s/  William C. Pierce
                                   ------------------------------------
                                         William C. Pierce
                                         Director

Dated:  January 28, 1994        By: /s/  Ernest R. Varalli
                                    -----------------------------------
                                         Ernest R. Varalli
                                         Executive Vice President
                                         Chief Financial Officer,
                                         Treasurer and Director
                                         (Principal Accounting and
                                         Financial Officer)

Dated:  January 28, 1994        By: /s/  Robert H. Young
                                   ------------------------------------
                                         Robert H. Young
                                         Director
</TABLE> 




                                      -6-
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
 
Exhibit                                                   Sequentially
Number                         Exhibit                  Numbered Pages
- ------                                                  --------------
<S>              <C>                                    <C>
                                                     
   5.1       -   Opinion of Morgan, Lewis & Bockius....            8-9
                                                     
  10.1       -   Buckeye Partners, L.P. Unit Option   
                 and Distribution Equivalent Plan......              *
                                                     
  10.2       -   Buckeye Management Company Unit      
                 Option Loan Program...................              *
                                                     
  23.1       -   Consent of Deloitte & Touche..........             10
                                                     
  23.2       -   Consent of Morgan, Lewis & Bockius   
                 (included as part of Exhibit 5.1).....              9
                                                     
  24.1       -   Powers of Attorney (included on      
                 signature page).......................            5-6
                                                     
</TABLE>                                             
  *              Incorporated by reference, as described in Item 8 to the
                 Registration Statement on Form S-8.




                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20522}]
{"company-data": {"conformed-name": "BUCKEYE PARTNERS L P", "cik": "0000805022", "assigned-sic": "4610", "irs-number": "232432497", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52761", "film-number": "94517056"}, "business-address": {"street1": "3900 HAMILTON BLVD", "city": "ALLENTOWN", "state": "PA", "zip": "18103", "phone": "2158208300"}}
As filed with the Securities and Exchange Commission on March 21, 1994
                                                      Registration No. 33-  

================================================================================
                                        

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under
                           THE SECURITIES ACT OF 1933

                             ---------------------

                             BUCKEYE PARTNERS, L.P.
               (Exact name of issuer as specified in its charter)
                                        
        Delaware                                      23-2432497
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                            3900 Hamilton Boulevard
                         Allentown, Pennsylvania 18103
                    (Address of principal executive offices)

                  UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN
                            (Full title of the plan)

                           STEPHEN C. MUTHER, ESQUIRE
                                  Secretary
                           Buckeye Management Company
                            3900 Hamilton Boulevard
                         Allentown, Pennsylvania 18103
                    (Name and address of agent for service)

                                 (610) 820-8300
         (Telephone number, including area code, of agent for service)

                            -----------------------

                                  Copy to:
                           HOWARD L. MEYERS, ESQUIRE
                            Morgan, Lewis & Bockius
                             2000 One Logan Square
                     Philadelphia, Pennsylvania 19103-6993

                        CALCULATION OF REGISTRATION FEE
===============================================================================
    Title of securities       Amount to    Proposed     Proposed    Amount of
     to be registered            be         maximum      maximum registration fee
                             registered    offering    aggregate
                                             price      offering
                                           per share      price
 ===============================================================================
L.P. Units                92,600       $22.15(1)
representing limited        267,400       $36.9375(2)
   partnership                                         $11,928,178        $4,113
    interests
 ===================================================================================
(1)  Based upon exercise price of outstanding options as of the date of grant,
     as reduced by the distribution equivalents that have accrued and are
     estimated to accrue with respect to such options in accordance with the
     Unit Option and Distribution Equivalent Plan.

(2)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     reported high and low sales prices of L.P. Units on March 15, 1994, as
     reported on the New York Stock Exchange.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     The following documents, as filed by Buckeye Partners, L.P. (the
"Partnership") with the Securities and Exchange Commission (the "SEC"), are
incorporated by reference herein and made a part hereof:

                 (a)  Annual Report on Form 10-K for the year ended December 31,
       1993;

                 (b)  The description of the L.P. Units of the Partnership
       contained in a registration statement on Form 8-A filed under the
       Securities Exchange Act of 1934 (the "Exchange Act") with the SEC on
       December 8, 1986, as amended by Form 8 thereto filed with the SEC on
       December 15, 1986, including any amendment or report filed for the
       purpose of updating such description.

          All reports and other documents subsequently filed by the Partnership
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
         ------------------------- 

            Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

            Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

          The Partnership is a Delaware limited partnership, the general partner
of which is Buckeye Management Company, a Delaware corporation (the "General
Partner").  All of the Partnership's operations are conducted through four
subsidiary operating partnerships (together, the "Operating Partnerships")
pursuant to separate amended and restated agreements of limited partnership for
each of the Operating Partnerships (together, the "Operating Partnership
Agreements").  The Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement") and the Operating Partnership
Agreements are referred to hereafter as the "Partnership Agreements."

          The Partnership Agreements provide that the Partnership or Operating
Partnership, as the case may be, will indemnify (to the extent permitted by
applicable law) certain persons (each, an "Indemnitee") against expenses
(including legal fees and expenses), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Indemnitee in connection
with any threatened, pending or completed claim, demand, action, suit or
proceeding to which the Indemnitee is or was an actual or threatened party and
which relates to the Partnership Agreement or Operating Partnership Agreement or
the property, business, affairs or management of the Partnership or any
Operating Partnership. This indemnity is available only if the Indemnitee acted
in good faith and the action or omission which is the basis of such claim,
demand, action, suit or proceeding does not involve the gross negligence or
willful misconduct of such Indemnitee.  Indemnitees include the General Partner,
any affiliate of the General Partner, any person who is or was a director,
officer, employee or agent of the General Partner or any affiliate, or any
person who is or was serving at the request of the General Partner or any such
affiliate as a director, officer, partner, trustee, employee or agent of another
person. Expenses subject to indemnity will be paid by the applicable partnership
to the Indemnitee in advance, subject to receipt of an undertaking by or on
behalf of the Indemnitee to repay such amount if it is ultimately determined by
a court of competent jurisdiction that the Indemnitee is not

                                      -2-
entitled to indemnification. The Partnership maintains a liability insurance 
policy on behalf of the Indemnitees.

          Section 145 of the Delaware General Corporation Law sets forth the
extent to which a person is a director or officer of a Delaware corporation or
serves at the request of a Delaware corporation as a director, officer, employee
or agent of any other enterprise may be indemnified against any liabilities they
may incur in their capacity as such.  Article VI of the General Partner's Bylaws
provides for the indemnification of directors and officers of the General
Partner and such directors and officers who serve at the request of the General
Partner as directors, officers, employees, or agents of any other enterprise
against certain liabilities under certain circumstances.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

            Not applicable.

Item 8.  Exhibits.
         -------- 

            The exhibits filed as part of this Registration Statement are as
follows:
Exhibit                                                             Location or
Number                            Exhibit                            Sequential
- -------                           -------                           Page Numbers
                                                                    ------------
5.1  Opinion of Morgan, Lewis & Bockius.......................      8-9

   10.1  Buckeye Partners, L.P. Unit Option and Distribution             
         Equivalent Plan..........................................       *
 
   10.2  Buckeye Management Company Unit Option Loan Program......       **

   23.1  Consent of Deloitte & Touche.............................       10

   23.2  Consent of Morgan, Lewis & Bockius (included as part of          
         Exhibit 5.1).............................................       9 

   24.1  Powers of Attorney (included on signature page)..........      5-6
*    Incorporated by reference to Exhibit 10.10 to the Partnership's Quarterly
     Report on Form 10-Q for the quarter ended September 30, 1991, filed with
     the SEC pursuant to the Exchange Act.

**   Incorporated by reference to Exhibit 10.11 to the Partnership's Quarterly
     Report on Form 10-Q for the quarter ended September 30, 1991, filed with
     the SEC pursuant to the Exchange Act.

Item 9.  Undertakings.
         ------------ 

       (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933 (the "Act");

                                      -3-
(ii) To reflect in the prospectus any facts or events arising
       after the effective date of the registration statement (or the most
       recent post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement; and

                 (iii)  To include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the registration
       statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
          -----------------                                                  
section do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Partnership pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

       (b)  The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Act, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

       (c)  Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this
28th day of January, 1994.

                                BUCKEYE PARTNERS, L.P.
                                    (Registrant)

                                By:  Buckeye Management Company,
                                        as General Partner

                                By:  /s/  Alfred W. Martinelli
                                   ----------------------------------------
                                          Alfred W. Martinelli
                                          Chairman of the Board

          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Buckeye Management Company hereby constitutes and appoints
Ernest R. Varalli and Stephen C. Muther, or either of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign and file the Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, and any or all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments increasing the amount of securities for which registration is being
sought), with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any or them, or their substitute or
substitutes, may lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act, of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Dated:  January 28, 1994        By:  /s/ Brian F. Billings
                                   ------------------------------------
                                         Brian F. Billings
                                         Director

Dated:  January 28, 1994        By:  /s/ A. Leon Fergenson
                                   ------------------------------------
                                         A. Leon Fergenson
                                         Director

Dated:  January 28, 1994        By:  /s/ Neil M. Hahl
                                   ------------------------------------
                                         Neil M. Hahl
                                         President and Director
-5-
Dated:  January 28, 1994        By: /s/  Edward F. Kosnik
                                    -----------------------------------
                                         Edward F. Kosnik
                                         Director

Dated:  January 28, 1994        By: /s/  Alfred W. Martinelli
                                   ------------------------------------
                                         Alfred W. Martinelli
                                         Chairman of the Board and Director
                                         (Principal Executive Officer)

Dated:  January 28, 1994        By: /s/  William C. Pierce
                                   ------------------------------------
                                         William C. Pierce
                                         Director

Dated:  January 28, 1994        By: /s/  Ernest R. Varalli
                                    -----------------------------------
                                         Ernest R. Varalli
                                         Executive Vice President
                                         Chief Financial Officer,
                                         Treasurer and Director
                                         (Principal Accounting and
                                         Financial Officer)

Dated:  January 28, 1994        By: /s/  Robert H. Young
                                   ------------------------------------
                                         Robert H. Young
                                         Director
-6-
INDEX TO EXHIBITS
Exhibit                                                   Sequentially
Number                         Exhibit                  Numbered Pages
- ------                                                  --------------
5.1       -   Opinion of Morgan, Lewis & Bockius....            8-9
                                                     
  10.1       -   Buckeye Partners, L.P. Unit Option   
                 and Distribution Equivalent Plan......              *
                                                     
  10.2       -   Buckeye Management Company Unit      
                 Option Loan Program...................              *
                                                     
  23.1       -   Consent of Deloitte & Touche..........             10
                                                     
  23.2       -   Consent of Morgan, Lewis & Bockius   
                 (included as part of Exhibit 5.1).....              9
                                                     
  24.1       -   Powers of Attorney (included on      
                 signature page).......................            5-6
*              Incorporated by reference, as described in Item 8 to the
                 Registration Statement on Form S-8.

                                      -7-