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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 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
                              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 7.    Financial Statements and Exhibits

           (c)    Exhibit 99.1 - Press Release dated May 6, 2002.

Item 9.  Regulation FD Disclosure

     In accordance with General Instruction B.2. of Form 8K, the following
information (including Exhibit 99.1) 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.

     Acquisition of Shell West Texas Pipeline Business Unit

     Plains All American Pipeline, L.P. (the "Partnership") announced today that
it has reached a definitive agreement to acquire certain crude oil pipeline
assets from Shell Pipeline Company LP (f/k/a Equilon Pipeline Company LLC) and
Equilon Enterprises LLC (d.b.a. Shell Oil Products US)(collectively, "Shell").
The transaction is subject to the performance of customary due diligence and
receipt of regulatory approvals and is expected to close within the next 90
days.

     Primary assets included in the transaction are interests in: (i) the Basin
Pipeline System, (ii) the Rancho Pipeline System and (iii) the Permian Basin
Gathering System. Total consideration for the assets is approximately $315
million.

     Historical operating and financial results are in the process of being
audited, but unaudited information preliminarily indicates that the package of
assets the Partnership is acquiring generated approximately $30 million of
earnings before interest, depreciation, taxes and amortization ("EBITDA") during
2001 (estimated by the Partnership using unaudited historical data conformed to
the Partnership's measurement of EBITDA from its existing assets). Allowing for
a 12 to 18 month period to phase in the expense-related synergies, implement and
commercialize operations and shut-down or otherwise optimize certain marginal
assets included in the package, the Partnership anticipates that the projected
EBITDA run rate will increase over time such that the EBITDA run rate for the
third year under the Partnership's ownership is expected to be approximately
$37.5 million.

     Terms of the Agreement

     Under the terms of the agreement, the Partnership will acquire from Shell
for approximately $315 million cash (i) 100% of the outstanding partnership
interests in Basin Pipeline Holdings LP, (ii) 100% of the outstanding
partnership interests in Rancho Pipeline Holdings LP, (iii) the Permian Basin
Gathering System and associated facilities and (iv) other small gathering
assets.

     Description of Assets to be Acquired

     Basin Pipeline System. The Basin Pipeline System is a 514-mile mainline
crude oil transmission system with a capacity of approximately 290,000 barrels
per day into Cushing. During 2001, system throughput (as measured by deliveries
at Cushing) averaged approximately 216,000 barrels per day. The size of the pipe
ranges from 20 to 24 inches in diameter. The Basin system consists of three
primary movements of crude oil: (1) barrels are shipped from Jal, New Mexico to
facilities in Wink and Midland, Texas, where they are exchanged and/or further
shipped to refining centers; (2) barrels are shipped by refiners to the
Mid-Continent region on the Midland to Wichita Falls segment, with some of the
barrels delivered to third-party pipelines; and (3) foreign and Gulf of Mexico
barrels are delivered into Basin at Wichita Falls and these volumes, along with
volumes that originate out of West Texas and New Mexico, are shipped to Cushing
for further distribution to Mid-Continent or Midwest refineries. The Basin
system also includes approximately 5.1 million barrels of crude oil storage
capacity. Shell's ownership interest in the system ranges from approximately 78%
to 89% depending upon the segment.

     Rancho Pipeline System. The Rancho Pipeline System is a 24-inch, 458-mile
mainline crude oil transmission system with a capacity of approximately 150,000
barrels per day. During 2001, system throughput averaged approximately 98,000
barrels per day. The Rancho system transports crude oil from McCamey, Texas, to
the Houston Ship Channel where it connects to the Houston refining complex. The
Rancho system includes approximately 1.1 million barrels of crude oil storage
capacity. Shell's ownership interest in the system ranges from approximately 45%
to 58% depending upon the segment.

     Permian Basin Gathering System. The Permian Basin Gathering System is
comprised of a 100% ownership interest in approximately 17 gathering systems and
nine trunk lines with connecting injection stations and storage facilities. The
Permian Basin system gathered approximately 85,000 barrels per day in 2001. The
Permian Basin system includes approximately 3.0 million barrels of crude oil
storage capacity.

     Other. The LeFors Gathering System is located in the Texas Panhandle and
consists of approximately 68 miles of active trunk and gathering pipelines. In
addition, there are approximately 800,000 barrels of tankage at stations in West
Texas and New Mexico that are connected to, but not included in, the pipeline
systems discussed above.

     Financing

     The Partnership presently intends to fund the transaction using existing
availability under the Partnership's revolving credit facility. The Partnership
intends to closely monitor both the equity and debt markets for desirable
re-financing alternatives.

     Impact

     The following chart illustrates the quantitative impact of the assets to be
acquired on selected operating and financial metrics of PAA:

                                       Pre-           Post-          Change
                                     Equilon         Equilon     --------------
              Metric              Transaction (1)  Transaction   Amount     %
              ------              ---------------  -----------   ------   -----
Operational
Pipeline Transportation
 Volumes (bpd)                         477,400        952,400    475,000    99%
Miles of Pipe Owned                      3,604          5,571      1,967    55%
Tankage Capacity (MBbls.)               13,648(2)      23,573      9,925    73%
Physical Barrels Handled (bpd)       1,005,900      1,480,900    475,000    47%

Financial
Total EBITDA (2002E) ($M)             $124,500       $157,700    $33,200(3) 27%

Notes:
(1)  Source: Partnership 2001 10-K, 8-K guidance for 2002 filed on March 6,
     2002, and other Partnership data.
(2)  Includes the Partnership's Phase II and III construction projects at the
     Cushing Terminal, which will add a total of 2.2 million barrels of storage
     capacity.
(3)  2002 amount represents PAA's estimate for the Shell assets to be acquired,
     incorporating PAA's estimate of annualized operational and administrative
     cost savings relative to 2001 levels.

     Press Release

     The Partnership has issued a press release with respect to the transaction,
which is attached hereto on Exhibit 99.1.

     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;

...    successful consummation of anticipated acquisitions;

...    successful integration and future performance of acquired assets;

...    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;

...    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.

                                   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 6, 2002              By:  Plains AAP, L.P., its general partner

                                By:  Plains All American GP LLC,
                                      its general partner

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

                                  EXHIBIT INDEX

 Exhibit
 Number           Description
 -------          -----------
  99.1            Press Release dated May 6, 2002

                                                                    EXHIBIT 99.1

Page 1

Contacts:      Phillip D. Kramer                    A. Patrick Diamond
               Executive Vice President and CFO     Manager, Special Projects
               713/646-4560 - 800/564-3036          713/646-4487 - 800/564-3036

FOR IMMEDIATE RELEASE

                     Plains All American Pipeline To Acquire
                  West Texas Pipeline Business Unit from Shell

     (Houston - May 6, 2002) Plains All American Pipeline, L.P. (NYSE: PAA)
announced today that it has reached a definitive agreement to acquire certain
crude oil pipeline assets from Shell Pipeline Company LP (f.k.a. Equilon
Pipeline Company LLC) and Equilon Enterprises LLC (d.b.a. Shell Oil Products
US). The transaction is subject to the performance of customary due diligence
and receipt of regulatory approvals and is expected to close within the next 90
days.

     Primary assets included in the transaction are interests in: (i) the Basin
Pipeline System, (ii) the Rancho Pipeline System and (iii) the Permian Basin
Gathering System. Total consideration for the assets is approximately $315
million.

     "The acquisition of Shell's West Texas pipeline assets is a seminal event
for PAA," said Greg Armstrong, Chairman and Chief Executive Officer of the
Partnership. "These assets significantly improve our ability to service the
needs of West Texas producers and Midwest refiners as they provide us direct
access to the prolific West Texas crude oil producing region as well as to
foreign crude oil imports that are brought up from the Gulf Coast and moved into
Cushing on the Basin system. Furthermore, the Basin system provides a direct
trunk line connection to Cushing, Oklahoma, where we own significant crude oil
storage capacity."

     Historical operating and financial results are in the process of being
audited, but unaudited information preliminarily indicates that the package of
assets the Partnership is acquiring generated approximately $30 million of
earnings before interest, taxes, depreciation and amortization ("EBITDA") during
2001 (estimated by the Partnership using unaudited historical data conformed to
the Partnership's measurement of EBITDA from its existing assets).

 Terms of the Agreement

     Under the terms of the agreement, PAA will acquire from Shell for
approximately $315 million cash (i) 100% of the outstanding partnership
interests in Basin Pipeline Holdings LP, (ii) 100% of the outstanding
partnership interests in Rancho Pipeline Holdings LP, (iii) the Permian

Page 2

Basin Gathering System and associated facilities and (iv) other small gathering
assets.

Financing Plan

     The Partnership presently intends to fund the transaction using existing
availability under its revolving credit facility. In order to position Plains
All American to be able to quickly capitalize on future opportunities, the
Partnership intends to closely monitor both the equity and debt markets for
desirable re-financing alternatives, both to increase the equity underpinning
the Partnership and to add length to its debt maturities.

Conference Call:

     The Partnership will be discussing the transaction on its previously
scheduled first quarter results conference call on Tuesday, May 7, 2002. The
call will begin at 10:00 AM (Central). 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 # 239736

     The replay will be available beginning Tuesday, May 7, 2002, at
approximately 1:00 PM (Central) and continue until midnight Friday, May 10,
2002.

     Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements that involve
certain risk factors and uncertainties that could cause actual results to differ
materially from results anticipated in forward-looking statements. These risks
and uncertainties include, among other things, consummation of acquisition
transactions, successful integration and future performance of assets acquired,
abrupt or severe production declines or production interruptions in
outer-continental shelf production located offshore California and transported
on the All American Pipeline, availability of third party production volumes for
transportation and marketing, demand for various grades of crude oil and
resulting changes in pricing conditions, successful third party drilling
efforts, regulatory changes, the availability of acquisition opportunities on
terms favorable to the Partnership, unanticipated shortages or cost increases in
materials and skilled labor, weather interference, 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.

     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 Texas, California, Oklahoma,
Louisiana and the Canadian Provinces of Alberta and Saskatchewan. The
Partnership's common units are traded on the New York Stock Exchange under the
symbol "PAA." The Partnership is headquartered in Houston, Texas.

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