EXHIBIT 10.1


THIRTEENTH AMENDMENT (this "Amendment") dated as of December 7,
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 Delaware 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, the Eleventh Amendment dated as of September 10, 1999
and the Twelfth Amendment dated as of October 9, 2000 (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.  Amendment 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 December 31, 2001.

(ii) Clause (2) of the definition of "Maximum Credit Support Amount"
is hereby amended by deleting the reference to March 31, 2001 and replacing it
with December 31, 2001.

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

(c) Section 2.1(b)(iv) of the Credit Agreement is hereby amended by
deleting the reference to March 31, 2001 and replacing it with December 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
		----------------------------------------------
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		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
		----------------------------------------------
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		Name:	Ross A. Benavides
		Title:	Chief Financial Officer