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): February 2228, 2002

STATIA TERMINALS GROUP N.V.

(Exact name of registrant as specified in its charter)


Netherlands Antilles (State or other jurisdiction of incorporation or organization)		0-25821 (Commission File Number)		52-2003016 (I.R.S. Employer Identification No.)

C/O Covenant Managers
Werfstraat 6, Willemstad
Curacao, Netherlands Antilles

(Address of principal executive offices)

Registrant’s telephone number, including area code: (011) 599-31-82300

~~Tumbledown~~Not ~~Dick BaySt.~~Applicable ~~Eustatius, Netherlands Antilles~~

(Former name or former address, if changed since last report.)

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Statia Terminals Group N.V.

Current Report On Form 8-K

Item 52. ~~Other~~Acquisition ~~Events~~or Disposition of Assets.

AOn ~~special~~February 28, ~~general~~2002, ~~meeting~~Statia Terminals Group N.V. issued a press release announcing that it had completed the sale of substantially all of its assets consisting of the ~~shareholders~~stock of its three subsidiaries (Statia Terminals ~~Group~~ International N.V., ~~was~~Statia ~~held~~Technology, onInc., ~~February 22~~and Statia Marine, ~~2002~~Inc.) Atto ~~the~~an entity ~~meeting~~affiliated with Kaneb Pipe Line Partners, ~~our~~L.P. ~~shareholders~~This ~~voted:~~press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The sale price was determined based on competitive bidding and arms-length negotiations and the purchaser was Kaneb Pipe Line Holding Company, LLC.

Item 1. To adopt amendments to our articles of incorporation pursuant to which, in the event that we sell all or substantially all of our assets, we will distribute (i) in the following order of priority, $18.00 per share to our class A common shareholders, $16.40 per share to our class B subordinated shareholder and an initial distribution of the remaining cash to our class C shareholder, and (ii) after payment of our liabilities and following our liquidation, any remaining cash to our class C shareholder. If the amount to be received by our class C shareholder pursuant to the sale, as determined on the date of closing of the sale, would exceed 5% of the total amount to be distributed to our shareholders following the closing of the sale, the excess shall be distributed 66% to our class A common shareholders and 34% to our class B subordinated shareholder.

Item 2. To (i) approve the sale of substantially all of our assets, consisting of all of the outstanding capital stock of our three subsidiaries, Statia Terminals International N.V., Statia Technology, Inc. and Statia Marine, Inc. to Kaneb Pipe Line Operating Partnership, L.P., followed by a distribution to our shareholders of substantially all of the proceeds of the sale in accordance with our articles of incorporation, as amended, (ii) adopt our dissolution and liquidation to occur on the day following the distribution referred to in (i) and distribute our remaining assets to our shareholders in accordance with our articles of incorporation, as amended, and (iii) appoint our board of directors as our liquidator and custodian of our corporate documents following our liquidation.

Following are the results of the voting for items 1 and 2 given in number of shares:

	FOR		AGAINST		ABSTAIN
Item 1.		7,228,017		281,410		19,977
Item 2.		7,233,662		270,197		25,545

We issued a press release on February 22, 2002, announcing the results of the special meeting of shareholders. This press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

The exhibits to this report are listed in the Exhibit Index on page 4.

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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 hereunto duly authorized.


		Statia Terminals Group N.V. (Registrant)





		By /s/ Thomas M. Thompson, Jr.

		Thomas M. Thompson, Jr. Vice President





		By /s/ James F. Brenner

		James F. Brenner Vice President and Treasurer

Dated: ~~February~~March 221, 2002

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Statia Terminals Group N.V.

Current Report On Form 8-K

Exhibit Index

Exhibit No		Description
99.1		Press Release dated February 22, 2002
2.1*		Stock Purchase Agreement, dated as of November 12, 2001, by and between Statia Terminals Group N.V. and Kaneb Pipe Line Operating Partnership, L.P.
99.1		Press Release dated February 28, 2002

4 * Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, dated January 24, 2002.

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