OMB APPROVAL

OMB Number:        3235-0101
Expires: December 31, 2006
Estimated average burden hours per response .... 4.47

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933	 	
                      SEC USE ONLY                       

  DOCUMENT SEQUENCE NO.

  CUSIP NUMBER

  WORK LOCATION

ATTENTION:	
 	
Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.	
	
1 (a) NAME OF ISSUER (Please type or print)	 	(b) IRS IDENT. NO.	 	(c) S.E.C. FILE NO.	

Plains All American Pipeline, L.P.	
 	
76-0582150	
 	
1-14569	

 	

 	
	
 1 (d) ADDRESS OF ISSUER	 	STREET	 	CITY	 	STATE	 	ZIP CODE	 	 (e) TELEPHONE NO.
	
333 Clay Street, Suite 1600	 	 	 	Houston	 	Texas	 	77002	 	 AREA CODE
(713)	 	 NUMBER
646-4000	

 	

 	

 	

 	

	
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD	 	(b) IRS IDENT. NO.	 	(c) RELATIONSHIP TO ISSUER	 	(d) ADDRESS    STREET	 	CITY	 	STATE	 	ZIP CODE	

Troy E. Valenzuela	
 	
573967574	
 	
VP-E.H.&S.	
 	
333 Clay Street, Suite 1600	
 	
Houston	
 	
TX	
 	
77002	
	
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number. 
	
 3 (a)	 	(b)	 	SEC USE ONLY
	 	(c)	 	(d)	 	(e)	 	(f)	 	(g)	
Title of the Class of Securities To Be Sold	 	Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities	 	Broker-Dealer File Number	 	Number of Shares or Other Units To Be Sold	 	Aggregate Market Value	 	Number of Shares or Other Units Outstanding	 	Approximate Date of Sale	 	Name of Each Securities Exchange	
 	 	 	 	 	 	(See instr. 3(c))	 	(See instr. 3(d))	 	(See instr. 3(e))	 	(See instr. 3(f))
(MO. DAY YR.)	 	(See instr. 3(g))	

 	

 	

 	

 	

 	

Common Units	
 	
Charles Schwab & Co., Inc.
711 Louisiana Street
Houston, TX 77002	

 	
3,000	
 	
$96,540
6/7/04	
 	
57,724,722	
 	
6/10/04	
 	
NYSE	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

	
INSTRUCTIONS:	 	 	 	 	 	 	
1.	 	(a)	 	Name of issuer	 	3.	 	(a)	 	Title of the class of securities to be sold	
 	 	(b)	 	Issuer's I.R.S. Identification Number	 	 	 	(b)	 	Name and address of each broker through whom the securities	
 	 	(c)	 	Issuer's S.E.C. file number, if any	 	 	 	 	 	are intended to be sold	
 	 	(d)	 	Issuer's address, including zip code	 	 	 	(c)	 	Number of shares or other units to be sold (if debt securities,	
 	 	(e)	 	Issuer's telephone number, including area code	 	 	 	 	 	give the aggregate face amount)	
 	 	 	 	 	 	 	 	(d)	 	Aggregate market value of the securities to be sold as of a specified	
2.	 	(a)	 	Name of person for whose account the securities	 	 	 	 	 	date within 10 days prior to the filing of this notice	
 	 	 	 	are to be sold	 	 	 	(e)	 	Number of shares or other units of the class outstanding,	
 	 	(b)	 	Such person's I.R.S. identification number,	 	 	 	 	 	or if debt securities the face amount thereof outstanding, as shown	
 	 	 	 	if such person is an entity	 	 	 	 	 	by the most recent report or statement published by the issuer	
 	 	(c)	 	Such person's relationship to the issuer (e.g., officer,	 	 	 	(f)	 	Approximate date on which the securities are to be sold	
 	 	 	 	director, 10% stockholder, or member of immediate	 	 	 	(g)	 	Name of each securities exchange, if any, on which the securities	
 	 	 	 	family of any of the foregoing)	 	 	 	 	 	are intended to be sold	
 	 	(d)	 	Such person's address, including zip code	 	 	 	 	 	 	
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 
SEC 1174 (7-97) 

TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor: 

 	

 	

 	

 	

	
Title of the Class	 	Date you Acquired	 	Nature of Acquisition Transaction	 	Name of Person from Whom Acquired
(If gift, also give date donor acquired)	 	Amount of Securities Acquired	 	Date of Payment	 	Nature of Payment	

 	

 	

 	

 	

 	
Common Units	 	5/3/04	 	Vesting under Long-Term
Incentive Plan	 	Issuer	 	3,177	 	N/A	 	N/A	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

 	
	
INSTRUCTIONS:	 	1.	 	If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.	 	2.	 	If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.	

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold. 

Name and Address of Seller	 	
Title of Securities Sold	 	Date of Sale	 	Amount of Securities Sold	 	
Gross Proceeds	

 	

 	

 	

 	

 	

 	

NONE	 	 	 	 	 	 	 	 	

 	

 	

 	

 	

 	

 	

 	

 	

 	

	
REMARKS:	 	 	

 	
 	
INSTRUCTIONS:	 	ATTENTION:	
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.	 	The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.	

 	
 	
June 10, 2004
	 	/s/ Troy E. Valenzuela
	
DATE OF NOTICE	 	(SIGNATURE)	
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures. 

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) 

SEC 1147 (7-97)