8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 17, 2007 (December 12, 2007)

GENESIS ENERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-12295	76-0513049
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Dallas, Suite 2500, Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

(713) 860-2500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Effective December 12, 2007, Herbert I. Goodman resigned from his position as a director of Genesis Energy, Inc. (“Genesis”), the general partner of Genesis Energy, L.P. (“GEL”). Mr. Goodman had served as a director of Genesis since 1997. Mr. Goodman served on the compensation and audit committees of the board of directors of Genesis.

At Genesis’ board meeting on Tuesday, December 11, 2007, the board discussed the possibility of identifying a new member, who ultimately would replace Mr. Goodman as an independent director, in an effort to address ordinary course succession considerations and to satisfy the boards on-going objective to continue to enhance the quality of the board, which includes providing continuing education to existing directors and adding new directors from time to time who have desirable qualifications. Mr. Goodman indicated in his resignation letter, which is attached as Exhibit 17.1, that he preferred to resign effective immediately. Mr. Goodman did not resign because of a disagreement. A copy of the press release relating to Mr. Goodman’s resignation is attached as Exhibit 99.1.

Genesis is continuing its search for a replacement director and expects that it will appoint a replacement director in due course. We have advised the American Stock Exchange (the “AMEX”), which lists our common units, of these events. Although this circumstance causes us to no longer be in compliance with the AMEX’s continuing listing standards, it is our understanding that the AMEX will allow us a reasonable period of time to appoint a new independent director, during which time we will not have any risk of being delisted due to Mr. Goodman’s resignation. A more detailed discussion of our communications with the AMEX is provided below.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(b) GEL common units are quoted on the AMEX under the symbol “GEL”. In order for GEL’s common units to continue to be quoted on the AMEX, GEL must satisfy various continued listing standards as set forth in Part 10 of the AMEX Company Guide (the “AMEX Guide”).

On December 13, 2007, GEL notified AMEX that, as a result of the resignation of one of Genesis’ independent directors and audit committee members, GEL was aware that it was no longer in compliance with certain of the AMEX’s continued listing standards. Specifically, GEL is not in compliance with Section 121(B)(2)(a) of the AMEX Guide regarding maintaining an Audit Committee of at least three members. The AMEX advised us that we will receive a formal written notice of such non-compliance soon. It is our understanding that the AMEX will allow us a reasonable period of time to appoint a new independent director, during which time we will not have any risk of being delisted due to Mr. Goodman’s resignation.

As indicated above, Genesis is continuing its search for a replacement independent director to serve on the Board of Directors and Audit Committee as soon as practical and expects to be able to identify and appoint a replacement director within the period allowed by the AMEX.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

17.1.	Resignation Letter, dated December 12, 2007, from Herbert I. Goodman
99.1	Press Release dated December 17, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GENESIS ENERGY, L.P. (A Delaware Limited Partnership) By:   GENESIS ENERGY, INC., as General Partner
Date: December 17, 2007	By:	/s/ Ross A. Benavides
		Ross A. Benavides
		Chief Financial Officer

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EX-17.1

Exhibit 17.1

Sarmar Corporation

Herbert I. Goodman

President

December 12, 2007

Mr. Gareth Roberts, Chairman

Genesis Energy, Inc.

c/o Denbury Resources, Inc.

5100 Tennyson Parkway, Suite 1200

Plano, Texas 75024

Dear Mr. Roberts:

During yesterday’s meeting of the Board of Directors of Genesis Energy, Inc., you advised me — and announced to the Board – of your onward program for the Board, and your intention to provide a replacement for me as a Director.

Therefore, I am hereby resigning – effective immediately – from that Board of Directors, which of course includes my resignation from the Board’s Audit Committee, its Compensation Committee, and the special committee very recently formed to provide a “Fairness Opinion” about the negotiated “Dropdown” of assets from Denbury Resources to Genesis.

Please accept my very best wishes for the continued success of Denbury Resources and Genesis.

Very truly yours,

Herbert I. Goodman

One Riverway, Suite 1700  Ÿ  Houston, Texas 77056-1997  Ÿ  Tel: (713) 840-6499  Ÿ  Fax: (713) 840-6497

e-mail: herbg@pepex.net

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
	Contact:	Ross A. Benavides Chief Financial Officer (713) 860-2528

GENESIS ENERGY, L.P. ANNOUNCES RESIGNATION OF DIRECTOR

Houston—December 17, 2007—Genesis Energy, L.P., (AMEX:GEL), announced that effective December 12, 2007, Herbert I. Goodman resigned from his position as a director of Genesis Energy, Inc. (“Genesis”), the general partner of Genesis Energy, L.P. (“GEL”). Mr. Goodman had served as a director of Genesis since 1997. Mr. Goodman served on the compensation and audit committees of the board of directors of Genesis. Mr. Goodman did not resign because of a disagreement. Genesis is continuing its search for a replacement director and expects that it will appoint a replacement director in due course.

Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis engages in four business segments. The Pipeline Transportation Division is engaged in the pipeline transportation of crude oil and, to a lesser extent, natural gas and carbon dioxide. The Refinery Services Division primarily processes sour gas streams to remove sulfur at refining operations, principally located in Texas, Louisiana and Arkansas. The Supply and Logistics Division is engaged in the transportation, storage and supply of energy products, including crude oil and refined products. The Industrial Gases Division produces and supplies industrial gases such as carbon dioxide and syngas. Genesis’ operations are primarily located in Texas, Louisiana, Arkansas, Mississippi, Alabama and Florida.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause actual results to differ materially from those in the forward looking statements herein include the timing and extent of changes in commodity prices for oil, ability to obtain adequate credit facilities, managing operating costs, completion of capital projects on schedule and within budget, consummation of accretive acquisitions, capital spending, environmental risks, government regulation, our ability to meet our stated business goals and other risks noted from time to time in our Securities and Exchange Commission filings. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward-looking statement.

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One Allen Center    500 Dallas, Suite 2500    Houston, TX 77002