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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) - March 6, 2002

                       PLAINS ALL AMERICAN PIPELINE, L.P.
                (Name of Registrant as specified in its charter)

            DELAWARE                       0-9808                76-0582150
  (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                          333 CLAY STREET, SUITE 2900
                              HOUSTON, TEXAS 77002
                                 (713) 646-4100
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

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

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ITEM 9.  REGULATION FD DISCLOSURE

     In accordance with General Instruction B.2. of Form 8K, the following
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a filing.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     All statements, other than statements of historical fact, included in this
report are forward-looking statements, including, but not limited to, statements
identified by the words "anticipate," "believe," "estimate," "expect,"
"plan," "intend" and "forecast" and similar expressions and statements
regarding our business strategy, plans and objectives of our management for
future operations. These statements reflect our current views with respect to
future events, based on what we believe are reasonable assumptions. Certain
factors could cause actual results to differ materially from results anticipated
in the forward-looking statements.  These factors include, but are not limited
to:

 .  Abrupt or severe production declines or production interruptions in outer
   continental shelf crude oil production located offshore California and
   transported on the All American Pipeline;
 .  the availability of adequate supplies of and demand for crude oil in the
   areas in which we operate;
 .  the effects of competition;
 .  the success of our risk management activities;
 .  the availability (or lack thereof) of acquisition or combination
   opportunities;
 .  successful integration and future performance of acquired assets;
 .  our ability to receive credit on satisfactory terms;
 .  shortages or cost increases of power supplies, materials or labor;
 .  weather interference with business operations or project construction
 .  the impact of current and future laws and governmental regulations;
 .  environmental liabilities that are not covered by an indemnity or insurance;
 .  fluctuations in the debt and equity markets; and
 .  general economic, market or business conditions.

     The Partnership undertakes no obligation to publicly update or revise any
forward-looking statements.  Further information on risks and uncertainties is
available in the Partnership's filings with the Securities and Exchange
Commission ("SEC"), which are incorporated by reference herein.

CORRECTION TO DISCLOSURE OF 2002 ESTIMATES

  On March 6, 2002, the Partnership filed a current report on Form 8-K.  This
report is filed to make corrections to the previously filed report.  Under the
caption "Disclosure of Year 2002 Estimates," the date at the end of the first
full paragraph should be "March 5, 2002."  In the table captioned "Operating and
Financial Guidance," for the quarter ended March 31, 2002, the estimated

range of Cash Flow from Operations (in thousands) should be from a low of
$21,200 (as opposed to $21,400) to a high of $22,400 (as opposed to $22,200).

                                   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.

                            PLAINS ALL AMERICAN PIPELINE, L.P.

Date:  March 7, 2002        By:  Plains AAP, L.P., its general partner

                            By:  Plains All American GP LLC, its general partner

                            By:  /s/ Phil Kramer
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                            Name:  Phil Kramer
                            Title: Executive Vice President and Chief
                                   Financial Officer