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                       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) - May 8, 2001

                       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.)

                          500 DALLAS STREET, SUITE 700
                              HOUSTON, TEXAS 77002
                                 (713) 654-1414
              (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 5.  OTHER EVENTS

     On May 9, 2001, Plains All American Pipeline, L.P. (the "Partnership")
issued a press release announcing that its general partner, Plains All American
Inc., a wholly owned subsidiary of Plains Resources Inc., had entered into
definitive agreements to sell a portion of its ownership in the Partnership to
an investor group comprised of Kayne Anderson Capital Advisors, EnCap
Investments, James C. Flores and an entity controlled by the management of PAA.

                                   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:  May 9, 2001           By: /s/ Cynthia A. Feeback
                                 ---------------------------------------
                                 Name:  Cynthia A. Feeback
                                 Title: Vice President--Accounting of Our
                                        General Partner

                               INDEX TO EXHIBITS

99.1  Press Release issued by the Registrant, dated May 9, 2001.

Contact:  PHILLIP D. KRAMER
          Executive Vice President and CFO
          (713) 654-1414 OR (800) 934-6083

FOR IMMEDIATE RELEASE

            Plains All American Pipeline, L.P. Announces Strategic
                     Transaction Involving General Partner

       Greg Armstrong, Chairman and CEO, and Management Team to Devote
            Full-Time to the Growth of Plains All American Pipeline
                         and Unitholder Distributions

     (Houston - May 9, 2001) Plains All American Pipeline, L.P. (NYSE:PAA)
announced today that its general partner, Plains All American Inc., a wholly
owned subsidiary of Plains Resources Inc. (AMEX:PLX), had entered into
definitive agreements to sell a portion of its ownership in PAA to an investor
group comprised of Kayne Anderson Capital Advisors, EnCap Investments, James C.
Flores and an entity controlled by the management of PAA.

     At the closing of the transaction, a new entity owned by the investor group
will become the substitute general partner of PAA, thereby assuming all of the
rights and obligations under the partnership agreement. The substitution of the
new general partner was approved by the Partnership's Board of Directors.
Closing for the transaction is scheduled to occur in 30 days and is subject to
customary conditions, including consent by the bank lenders of PAA.

     Greg Armstrong, Chairman and CEO of the Partnership, said, "The
announcement today signifies the conclusion of Plains Resources' restructuring
initiative and will, after a brief transition period, allow the Partnership's
senior management team to focus 100% of its time on its primary objective -
aggressively increasing the level of distributions to its unitholders. The
owners of the new general partner bring to bear substantial capital resources
and industry expertise that will enhance the growth profile of the Partnership.
In addition, the Partnership's senior management team is further aligning its
interests with those of the unitholders by making a significant personal
investment in the general partner. We are extremely excited to have this
opportunity and fully intend to create substantial value for our unitholders."

                                  -- MORE --

Page 2

MANAGEMENT

     The following individuals previously served dual roles with Plains
Resources Inc. and Plains All American Pipeline, L.P. and, after a brief
transition period, will devote 100% of their efforts to the management and
growth of Plains All American Pipeline, L.P.:

          Greg Armstrong, Chairman and Chief Executive Officer
          Harry Pefanis, President and Chief Operating Officer
          Phil Kramer, Executive Vice President and Chief Financial Officer
          Tim Moore, Vice President and General Counsel
          Al Swanson, Treasurer

  Other officers of Plains All American Pipeline, L.P. that already devote 100%
of their time to the Partnership's operations include:

          George Coiner, Senior Vice President
          Mark Shires, Vice President, Operations
          Al Lindseth, Vice President, Administration

INVESTOR GROUP

     Kayne Anderson Capital Advisors is a Los Angeles-based registered
investment advisor that was founded in 1984. It manages the assets of
individuals, institutions and a series of private investment funds. Its largest
fund, Kayne Anderson Energy Fund, LP, concentrates on investing in public and
private oil and gas companies. Together with its affiliate, Kayne Anderson
Rudnick Investment Management, Kayne Anderson manages over $6.5 billion in
assets.

     EnCap Investments LLC is a Houston-based oil and gas institutional fund
management firm that was founded in 1988. It manages more than $600 million in
institutional oil and gas investment funds in the United States, as well as
Energy Capital Investment Company, PLC, a publicly traded investment company in
the United Kingdom. EnCap was acquired by El Paso Energy Corporation in 1999.

     James C. Flores, in connection with the transaction, was elected as
Chairman and CEO of Plains Resources.

OWNERSHIP OF GENERAL PARTNER

     At closing, aggregate ownership of the general partner will be as follows:

     Plains Resources Inc.                 48%
     Kayne Anderson Capital Advisors       22%
     James C. Flores                       18%
     EnCap Investments                     10%
     PAA Management                         2%

                                  -- MORE --

Page 3

     In addition to the above, Plains Resources has made available an
incremental 4% aggregate ownership in the general partner to certain of the
investors.  PAA management also holds a significant investment in common units
in the Partnership.

CONFERENCE CALL:

     The Partnership will host a conference call to discuss the transaction and
related items on Wednesday, May 9, 2001. The call will begin at 10:00 AM (CDT).
To participate in the call, please call 1-800-360-9865 at approximately 9:55 AM
(Central). No password or reservation number is required.

WEBCAST INSTRUCTIONS:

  To access the Internet webcast, please go to the Partnership's website at
www.paalp.com, choose "investor relations", and then choose "conference calls".
Following the live webcast, the call will be archived for a period of sixty (60)
days on the Partnership's website.

TELEPHONIC REPLAY INSTRUCTIONS:

CALL 1-800-428-6051 and enter PIN # 185919

     The replay will be available beginning Wednesday, May 9, 2001, at
approximately 12:00 PM (CDT) and continue until midnight Monday, May 14, 2001.

     Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements that involve
certain risks and uncertainties. These risks and uncertainties include, among
other things, demand for various grades of crude oil and resulting changes in
pricing conditions, successful third party drilling efforts and completion of
announced oil-sands projects, availability of third party production volumes for
transportation and marketing, regulatory changes, the availability of
acquisition opportunities on terms favorable to the Partnership, the
availability to Plains All American of credit on satisfactory terms, successful
integration and future performance of recently acquired assets, and other
factors and uncertainties inherent in the marketing, transportation,
terminalling, gathering and storage of crude oil discussed in the Partnership's
filings with the Securities and Exchange Commission, including its annual report
on Form 10-K for the period ended December 31, 2000.

     Plains All American Pipeline, L.P. is engaged in interstate and intrastate
crude oil transportation, terminalling and storage, as well as crude oil
gathering and marketing activities, primarily in California, Texas, Oklahoma,
Louisiana, the Gulf of Mexico and the Saskatchewan Province of Canada. Plains
All American Inc., a wholly owned subsidiary of Plains Resources Inc., holds an
effective 54% interest in the Partnership and serves as its General Partner. The
Partnership's common units are traded on the New York Stock Exchange under the
symbol "PAA". Plains Resources Inc.'s common shares are traded on the American
Stock Exchange under the symbol "PLX". The Partnership is headquartered in
Houston, Texas.

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