GENESIS ENERGY LP
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<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                    EXHIBIT 10.1


               TWELFTH AMENDMENT (this "Amendment") dated as of October 9, 2000,
               to the Master Credit Support Agreement dated as of December 3,
               1996, between Genesis Crude Oil, L.P., a Delaware limited
               partnership ("Genesis OLP"), and Salomon Smith Barney Holdings
               Inc., a New York corporation ("SSB Holdings"), as amended by the
               First Amendment dated as of May 12, 1997, the Second Amendment
               dated as of August 22, 1997, the Third Amendment dated as of
               August 1, 1997, the Fourth Amendment dated as of September 29,
               1997, the Fifth Amendment dated as of November 14, 1997, the
               Sixth Amendment dated as of February 13, 1998, the Seventh
               Amendment dated as of March 20, 1998, the Eighth Amendment dated
               as of June 30, 1998, the Ninth Amendment dated as of August 14,
               1998, the Tenth Amendment dated as of May 25, 1999, and the
               Eleventh Amendment dated as of September 10, 1999 (as amended,
               the "Credit Agreement").

          A.   Genesis OLP and SSB Holdings are parties to the Credit
Agreement, pursuant to which SSB Holdings has agreed to extend credit
to Genesis OLP, subject to the terms and conditions set forth therein.
Capitalized terms used but not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.

          B.   To make certain changes requested by Genesis OLP, the parties
hereto desire to amend the Credit Agreement as provided herein, subject to
the terms and conditions set forth herein.

          Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:

          SECTION 1.  Amendments to Credit Agreement.  (a) Section 1.1 of the
Credit Agreement is hereby amended as follows:

          (i)  The definition of "Guaranty Facility Maturity Date" is hereby
amended to read as follows:

          "Guaranty Facility Maturity Date" shall mean March 31, 2001.

          (ii) Clause (z) of the definition of "Maximum Credit Support
Amount" is hereby amended by deleting the reference to December 31, 2000
and replacing it with March 31, 2001.

          (b)  Section 2.1(b)(iii) of the Credit Agreement is hereby amended
by deleting the reference to December 31, 2000 and replacing it with March
31, 2001.

          (c)  Section 2.1(b)(iv) of the Credit Agreement is hereby amended
by deleting the reference to December 31, 2000 and replacing it with March
31, 2001.

          SECTION 2.  Representation and Warranties.  Genesis OLP hereby
represents and warrants to SSB Holdings, on and as of the date hereof, that:

          (a)  This Amendment has been duly authorized, executed and
delivered by Genesis OLP, and each of this Amendment and the Credit Agreement
as amended by this Amendment constitutes a legal, valid and binding
obligation of Genesis OLP, enforceable in accordance with its terms.

          (b)  The representation and warranties set forth in Article V of
the Credit Agreement are true and correct in all material respects on and
as of the date hereof, and will be true and correct after giving effect to
this Amendment.

          (c)  No Default or Event of Default has occurred and is continuing,
or will have occurred or be continuing after giving effect to this Amendment.

          SECTION 3.  Miscellaneous.  (a)  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

          (b)  This Amendment may be executed in any number of counterparts,
each of which shall be an original but all of which, when taken together,
shall constitute but one instrument.

          (c)  Except as specifically amended or modified hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof.  As used therein, the terms "Agreement", "herein",
"hereunder", "hereinafter", "hereto", "hereof" and words of similar import
shall, unless the context otherwise requires, refer to the Credit Agreement
as amended hereby.  The Credit Agreement, as amended and modified hereby,
constitutes the entire agreement of the parties relating to the matters
contained herein and therein, superseding all prior contracts or agreements,
whether oral or written, relating to the matters contained herein and therein.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
written above.


                              SALOMON SMITH BARNEY HOLDINGS INC.,


                              By  /a/ Mark Kleinman
                                 ----------------------------------------
                                 Name:  Mark Kleinman
                                 Title: Treasurer

                              GENESIS CRUDE OIL, L.P., by GENESIS ENERGY,
                              L.L.C., its operating general partner,


                              By  /s/ Ross A. Benavides
                                 ----------------------------------------
                                 Name:  Ross A. Benavides
                                 Title: Chief Financial Officer


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