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

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                 Amendment No. 1

                       Plains All American Pipeline, L.P.
- ------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Units, no par value
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    726503105
                  --------------------------------------------
                                 (CUSIP Number)

                                December 31, 2000
- -------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)

                                Page 1 of 8 pages

- -----------------------
  CUSIP No. 726503105                   13G
- -----------------------

- ------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman, Sachs & Co.

- ------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

- ------------------------------------------------------------------------------
 3.   SEC Use Only

- ------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

- ------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,412,575
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,412,575

- ------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           1,412,575

- ------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

- ------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           6.1%

- ------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

- ------------------------------------------------------------------------------

                                Page 2 of 8 pages

- -----------------------
  CUSIP No. 726503105                   13G
- -----------------------

- ------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           The Goldman Sachs Group, Inc.

- ------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

- ------------------------------------------------------------------------------
 3.   SEC Use Only

- ------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

- ------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,412,575
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,412,575

- ------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           1,412,575

- ------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

- ------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           6.1%

- ------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

- ------------------------------------------------------------------------------

                                Page 3 of 8 pages

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item  9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s) to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).

                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).

                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
                            cover page(s).

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
                            cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary  Which
                   Acquired the Security Being Reported on by the Parent Holding
                   Company.
                             See Exhibit (99.2) as previously reported.

Item 10.           Certification.
                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.

- --------------------------
     * The Goldman  Sachs Group,  Inc.  ("GS  Group") and  Goldman,  Sachs & Co.
("Goldman  Sachs")  each  disclaim   beneficial   ownership  of  the  securities
beneficially  owned by (i) any client  accounts  with  respect to which  Goldman
Sachs or employees of Goldman  Sachs have voting or  investment  discretion,  or
both and (ii) certain investment entities,  of which a subsidiary of GS Group or
Goldman Sachs is the general partner, managing general partner or other manager,
to the extent  interests  in such  entities  are held by  persons  other than GS
Group, Goldman Sachs or their affiliates.

                              Page 4 of 8 pages

                                    SIGNATURE

            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 14, 2001

                                THE GOLDMAN SACHS GROUP, INC.

                                 By: /s/ Roger S. Begelman
                                   ----------------------------------------
                                 Name:   Roger S. Begelman
                                 Title:  Attorney-in-fact

                                GOLDMAN, SACHS & CO.

                                 By: /s/ Roger S. Begelman
                                   ----------------------------------------
                                 Name:   Roger S. Begelman
                                 Title:  Attorney-in-fact

                              Page 5 of 8 pages

                               INDEX TO EXHIBITS

Exhibit No.             Exhibit
- -----------             -------

  99.1                  Power of Attorney, dated December 8, 2000,  relating  to
                        Goldman, Sachs & Co.

  99.2                  Power of Attorney, dated December 8, 2000,  relating  to
                        The Goldman Sachs Group, Inc.

                              Page 6 of 8 pages

                                                                 Exhibit (99.1)

                                 POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GOLDMAN,  SACHS  & CO.  (the
"Company")  does hereby make,  constitute  and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and  deliver  in its  name and on its  behalf  whether  the  Company  is  acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of December 8th, 2000.

GOLDMAN, SACHS & CO.

By: s/ Gregory  K. Palm
- ----------------------------
Name:  Gregory K. Palm
Title: Managing Director

                               Page 7 of 8 pages

                                                                  Exhibit (99.2)

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,  INC. (the
"Company")  does hereby make,  constitute  and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and  deliver  in its  name and on its  behalf  whether  the  Company  is  acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities  Exchange Act of 1934 (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of December 8th, 2000.

THE GOLDMAN SACHS GROUP, INC.

By: s/ Gregory K. Palm
- ------------------------------------
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel

                                Page 8 of 8 pages