As filed with the Securities and Exchange Commission on January 22, 2001

                                                   Registration No.333-_________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             --------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             --------------------
                      Plains All American Pipeline, L.P.
            (Exact name of registrant as specified in its charter)

           Delaware                                              76-0582150
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             500 Dallas, Suite 700
                             Houston, Texas 77002
                                (713) 654-1414
         (Address of principal executive offices, including zip code)

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

              Phantom Unit Grant Agreement for Phillip D. Kramer
              Phantom Unit Grant Agreement for Cynthia A. Feeback
             Phantom Unit Grant Agreement for William C. Egg, Jr.
               Phantom Unit Grant Agreement for James G. Hester
                           (Full title of the plans)

                                   Tim Moore
                 Vice President, General Counsel and Secretary
                           Plains All American Inc.
                             500 Dallas, Suite 700
                             Houston, Texas 77002
                    (Name and address of agent for service)

                                (713) 654-1414
         (Telephone number, including area code, of agent for service)

                                  Copies to:
                                David P. Oelman
                            Vinson & Elkins L.L.P.
                      2300 First City Tower, 1001 Fannin
                             Houston, Texas 77002
                                (713) 758-2222

                        CALCULATION OF REGISTRATION FEE

=========================================================================================================================
               Title of                         Maximum         Proposed maximum     Proposed maximum      Amount of
           securities to be                  Amount to be      offering price per        aggregate      registration fee
              registered                    registered  (1)        share  (2)         offering price
- -------------------------------------------------------------------------------------------------------------------------
                                                                                           
Common Units representing limited
 partner interests.....................      50,000 units           $20.00              $1,000,000           $250.00
=========================================================================================================================

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement shall also cover any additional common units that become
issuable under the phantom unit agreements by reason of any unit dividend,
unit split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of the
registrant's outstanding common units.
(2)  Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.

================================================================================

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form S-
8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     We incorporate by reference and make a part of this registration statement
the following documents as of their respective dates as filed with the
Securities and Exchange Commission.

     .   the Partnership's Annual Report on Form 10-K for the year ended
         December 31, 1999, filed March 30, 2000;

     .   the Partnership's Quarterly Report on Form 10-Q for the period ended
         March 31, 2000, filed May 15, 2000;

     .   the Partnership's Quarterly Report on Form 10-Q for the period ended
         June 30, 2000, filed August 14, 2000;

     .   the Partnership's Quarterly Report on Form 10-Q for the period ended
         September 30, 2000, filed November 14, 2000;

     .   the description of the Partnership's Common Units contained in its
         Registration Statement on Form 8-A filed November 3, 1998; and

     .   the Partnership's Current Report on Form 8-K filed September 15, 2000.

     All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effective date of this registration statement, prior to the filing of a
post-effective amendment which indicates that all securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference and to be a
part of this registration statement from the date of filing of such documents.
Any statement contained herein or in any document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in any other subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this registration statement, except as so modified or superseded.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Not applicable.

                                       2

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
empowers a Delaware limited partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands whatsoever.
Section 7.7 of the Second Amended and Restated Partnership Agreement of the
Partnership (the "Partnership Agreement") provides that to the fullest extent
permitted by law, (i) the general partner of the Partnership (the "General
Partner"), (ii) any former General Partner (a "Departing Partner"), and (iii)
any person who is or was an officer or director of the General Partner or any
Departing Partner shall be indemnified and held harmless by the Partnership.  In
addition, (a) any individual, corporation, partnership, trust, unincorporated
organization, association or other entity (collectively, a "Person") who is or
was an affiliate of the General Partner or any Departing Partner, (b) any
employee, partner, agent or trustee of the General Partner, any Departing
Partner or any such affiliate, or (c) any Person who is or was serving at the
request of the General Partner, any Departing Partner or any such affiliate as a
director, officer, employee, partner, agent or trustee of another Person may be
indemnified and held harmless by the Partnership, to the extent deemed advisable
by the General Partner, from and against any and all losses, claims, damages,
liabilities (joint or several), expenses (including without limitation, legal
fees and expenses), judgments, fines, settlements and other amounts arising from
any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as (x) the General Partner, a Departing Partner or any of their
affiliates, (y) an officer, director, employee, partner, agent or trustee of the
General Partner, any Departing Partner or any of their affiliates or (z) a
Person serving at the request of the Partnership in another entity in a similar
capacity; provided, that in each case the indemnitee acted in good faith, in a
manner which such indemnitee believed to be in, or not opposed to, the best
interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful.

     Section 7.7 of the Partnership Agreement also states that to the fullest
extent permitted by law, expenses (including without limitation, reasonable
legal fees and expenses) incurred by an indemnitee in defending any claim,
demand action, suit or proceeding shall, from time to time, be advanced by the
Partnership prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Partnership of an undertaking by or on behalf
of the indemnitee to repay such amount if it shall be determined that the
indemnitee is not entitled to be indemnified as authorized by the Partnership
Agreement.

     Additionally, Section 7.8 of the Partnership Agreement provides that no
indemnitee shall be liable for monetary damages to the Partnership, the limited
partners of the Partnership or any other Persons who have acquired interests in
common 0or preference units of the Partnership, for losses sustained or
liabilities incurred as a result of any act or omission if such indemnitee acted
in good faith.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Partnership with the Commission, each of the following
exhibits is filed herewith:

                                       3

Exhibit
Number         Description
- ------         -----------

5.1       -    Opinion of Tim Moore as to the validity of the securities being
               registered

23.1      -    Consent of PricewaterhouseCoopers LLP

23.5      -    Consent of Tim Moore (included in Exhibit 5.1)

24.1      -    Power of Attorney (set forth on the signature page contained in
               Part II of this Registration Statement)

99.1      -    Phantom Unit Grant Agreement for Phillip D. Kramer

99.2      -    Phantom Unit Grant Agreement for Cynthia A. Feeback

99.3      -    Phantom Unit Grant Agreement for William C. Egg, Jr.

99.4      -    Phantom Unit Grant Agreement for James G. Hester

Item 9.  Undertakings.
         ------------

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (a)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (b)  To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Securities and Exchange Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective registration statement;

               (c)  To include any material information with respect to the plan
          of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement;

     provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities

                                       4

     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (4)  That, for the purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the registrant of expenses incurred or paid by a
     director, officer or controlling person of the registrant in the successful
     defense of any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities being
     registered, the registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                                       5

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 22nd day of
January, 2001.

                              Plains All American Pipeline, L.P.

                              By:   Plains All American Inc.,
                                      its general partner

                              By: /s/ Greg L. Armstrong
                                 ____________________________________
                                    Greg L. Armstrong
                                    Chairman of the Board and
                                    Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tim Moore and Phillip D. Kramer, and each
of them, with full power of substitution, their true and lawful attorneys-in-
fact and agents to do any and all acts and things in the undersigned's name and
on the undersigned's behalf in the undersigned's capacity as an officer or
director of Plains All American, Inc. in connection with, and only in connection
with, the filing of this registration statement (including, but not limited to,
the execution of any and all instruments for the undersigned in the
undersigned's name which such person may deem necessary or advisable to enable
Plains All American to comply with the Securities Act of 1933, as amended (the
"Act") and rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the filing of this registration statement),
including specifically, but not limited to, the power and authority to sign for
the undersigned any and all amendments, including post-effective amendments; and
the undersigned does hereby ratify and confirm all that such person or persons
shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 22nd day of January, 2001.

           Signature                                      Title
           ---------                                      -----

/s/ Greg L. Armstrong
_______________________________        Chairman of the Board and Chief Executive
     Greg L. Armstrong                 Officer (Principal Executive Officer)

/s/ Harry N. Pefanis
_______________________________        Chief Operating Officer and Director
     Harry N. Pefanis

/s/ Phillip D. Kramer
_______________________________        Executive Vice President and Chief Financial
     Phillip D. Kramer                 Officer (Principal Financial Officer)

/s/ Cynthia A. Feeback
_______________________________        Treasurer (Principal Accounting Officer)
     Cynthia A. Feeback

/s/ Everardo Goyanes
_______________________________        Director
     Everardo Goyanes

/s/ Robert V. Sinnott
_______________________________        Director
     Robert V. Sinnott

/s/ Arthur L. Smith
_______________________________        Director
     Arthur L. Smith

                                       6

                               INDEX TO EXHIBITS

Exhibit
Number         Description
- ------         -----------

5.1       -    Opinion of Tim Moore as to the validity of the securities being
               registered

23.1      -    Consent of PricewaterhouseCoopers LLP

23.5      -    Consent of Tim Moore (included in Exhibit 5.1)

24.1      -    Power of Attorney (set forth on the signature page contained in
               Part II of this Registration Statement)

99.1      -    Phantom Unit Grant Agreement for Phillip D. Kramer

99.2      -    Phantom Unit Grant Agreement for Cynthia A. Feeback

99.3      -    Phantom Unit Grant Agreement for William C. Egg, Jr.

99.4      -    Phantom Unit Grant Agreement for James G. Hester

                                       7

                                                                     EXHIBIT 5.1

                               January 22, 2001

Plains All American Pipeline, L.P.
500 Dallas, Suite 700
Houston, Texas 77002

Gentlemen:

          I am General Counsel of Plains All American Inc., a Delaware
corporation and the general partner of Plains All American Pipeline, L.P. a
Delaware limited partnership (the Partnership"), in connection with the
preparation of the Partnership's Registration Statement on Form S-8 (the
"Registration Statement") filed by the Partnership under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the offering and sale
by the Company of up to 50,000 common units representing limited partnership
interests in the Partnership (the "Common Units") in connection with the
respective Phantom Unit Grant Agreements attached as Exhibits 99.1 through 99.4
(together, the "Plans").

          As the basis for the opinions hereinafter expressed, I have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as I have deemed necessary
or advisable for the purposes of this opinion.  In such examination I have
assumed the authenticity of all documents submitted to me as originals and the
conformity with the original documents of all documents submitted to me as
copies.

     Based upon the foregoing, and subject to the limitations and assumptions
set forth herein, and having due regard for such legal considerations as I deem
relevant, I am of the opinion that:

     1.   The Partnership has been duly formed and is validly existing as a
limited partnership under the Delaware Revised Uniform Limited Partnership Act.

     2.   The Common Units will, when issued and paid for in accordance with the
terms of the Plans, be duly authorized, validly issued, fully paid and
nonassessable, except as such nonassessability may be affected by the matters
described in the prospectus included in the Partnership's registration statement
on Form S-1 filed under the Securities Act on November 17, 1998 (File No. 333-
64107) under the caption "Description of the Partnership Agreements--Limited
Liability."

     The foregoing opinion is based on and is limited to the Revised Uniform
Limited Partnership Act of the State of Delaware and the relevant federal laws
of the United States of America, and I render no opinion with respect to the
laws of any other jurisdiction.

     I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.  This opinion
is rendered solely for your benefit and may not be relied upon in any manner by
any other person or entity without my express written consent.

                                        Sincerely,

                                        /s/ Tim Moore
                                        ------------------------
                                        Tim Moore

                       [LOGO OF PRICEWATERHOUSECOOPERS]

                                                                    EXHIBIT 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Plains All American Pipeline, L.P. of our report dated
March 29, 2000 relating to the consolidated financial statements, which appears
in Plains All American Pipeline, L.P.'s Annual Report on Form 10-K/A for the
year ended December 31, 1999.

/s/ PRICEWATERHOUSECOOPERS LLP
- -------------------------------------------
    PricewaterhouseCoopers LLP

Houston, Texas
January 22, 2001

                                                                    EXHIBIT 99.1

                                                              Payment on Vesting

                                                    PHANTOM UNIT GRANT AGREEMENT

                                October 2, 2000

Phillip D. Kramer
500 Dallas St. Suite 700
Houston, TX 77002

Re:  Grant of MLP Phantom Units

Dear Mr. Kramer:

          I am pleased to inform you that the Company hereby grants to you
30,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs").  A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period
beginning on July 1, 2000 and ending on the earlier of December 31, 2003 or the
date the tandem MLP Phantom Unit is paid to you or forfeited.  The terms of this
grant are set forth below.

     1.   Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:

          (a)  on January 1, 2001, (i) 1/9th of the total number of MLP Phantom
     Units granted you (the "Total Units") shall become vested if the Operating
     Surplus of the MLP for 2000 equals or exceeds the sum of the Minimum
     Quarterly Distributions ("MQDs") for such year with respect to the Common
     Units and the related General Partner Interest, and (ii) an additional
     2/9ths of the Total Units shall become vested if the Operating Surplus of
     the MLP for 2000 equals or exceeds the sum of the MQDs with respect to the
     Common Units and Subordinated Units and the related General Partner
     Interest for 2000;

          (b)  on January 1, 2002, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2001 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and

     (ii) an additional 2/9ths of the Total Units shall become vested if the
     Operating Surplus of the MLP for 2001 equals or exceeds the sum of the MQDs
     with respect to the Common Units and Subordinated Units and the related
     General Partner Interest for 2001;

          (c)  on January 1, 2003, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2002 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and (ii) an additional 2/9ths of
     the Total Units shall become vested if the Operating Surplus of the MLP for
     2002 equals or exceeds the sum of the MQDs with respect to the Common Units
     and Subordinated Units and the related General Partner Interest for 2002;

          (d)  the MLP Phantom Units that would have vested at January 1 of
     2001, 2002 or 2003 had the MQDs been paid in 2000, 2001 or 2002,
     respectively, shall become vested on the date any arrearages in MQDs for
     such year(s) are paid in full;

          (e)  any MLP Phantom Units that would have become vested under
     subparagraphs (a), (b) or (c) above but for the failure to meet the
     requirements of  subparagraphs (a)(ii), (b)(ii), or (c)(ii), respectively,
     shall become vested upon, and in the same proportion as, the conversion of
     Subordinated Units to Common Units; and

          (f)  if the Company is removed as the General Partner of the MLP other
     than for Cause prior to January 2, 2003, the  Phantom Units shall become
     vested on the date of such removal.

The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.

     2.   In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.

     3.   In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.

     4.   Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.

     5.   DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested

MLP Phantom Units, the amounts then credited to your DER Account with respect to
such vested units will be paid to you in cash. Any amount credited to the DER
Account with respect to unvested MLP Phantom Units will be forfeited if and
whenever such MLP Phantom Units are forfeited.

     6.   The Company will withhold any taxes due as required by law, which (in
the sole discretion of the Company) may include withholding a number of MLP
Common Units otherwise payable to you.

          Terms used herein that are not defined herein have the meaning set
forth in the Second Amended and Restated Agreement of Limited Partnership of
Plains All American Pipeline, L.P., as amended (the "Partnership Agreement").
Copies of the Partnership Agreement are available upon request. Please execute
and return this Agreement to the General Counsel. The attached copy of the
Agreement is for your files.

                                        PLAINS ALL AMERICAN INC.

                                        By: /s/ Harry N. Pefanis
                                           -------------------------------
                                           Harry N. Pefanis, President

/s/ Phillip D. Kramer
- ---------------------------
(sign here)

Dated: October 2, 2000

                                                                    EXHIBIT 99.2

                                                              Payment on Vesting

                                                    PHANTOM UNIT GRANT AGREEMENT

                                October 2, 2000

Cynthia A. Feeback
500 Dallas St. Suite 700
Houston, TX 77002

Re:  Grant of MLP Phantom Units

Dear Ms. Feeback:

          I am pleased to inform you that the Company hereby grants to you
10,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs").  A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period
beginning on July 1, 2000 and ending on the earlier of December 31, 2003 or the
date the tandem MLP Phantom Unit is paid to you or forfeited.  The terms of this
grant are set forth below.

     1.   Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:

          (a) on January 1, 2001, (i) 1/9th of the total number of MLP Phantom
     Units granted you (the "Total Units") shall become vested if the Operating
     Surplus of the MLP for 2000 equals or exceeds the sum of the Minimum
     Quarterly Distributions ("MQDs") for such year with respect to the Common
     Units and the related General Partner Interest, and (ii) an additional
     2/9ths of the Total Units shall become vested if the Operating Surplus of
     the MLP for 2000 equals or exceeds the sum of the MQDs with respect to the
     Common Units and Subordinated Units and the related General Partner
     Interest for 2000;

          (b) on January 1, 2002, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2001 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and

     (ii) an additional 2/9ths of the Total Units shall become vested if the
     Operating Surplus of the MLP for 2001 equals or exceeds the sum of the MQDs
     with respect to the Common Units and Subordinated Units and the related
     General Partner Interest for 2001;

          (c) on January 1, 2003, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2002 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and (ii) an additional 2/9ths of
     the Total Units shall become vested if the Operating Surplus of the MLP for
     2002 equals or exceeds the sum of the MQDs with respect to the Common Units
     and Subordinated Units and the related General Partner Interest for 2002;

          (d) the MLP Phantom Units that would have vested at January 1 of 2001,
     2002 or 2003 had the MQDs been paid in 2000, 2001 or 2002, respectively,
     shall become vested on the date any arrearages in MQDs for such year(s) are
     paid in full;

          (e) any MLP Phantom Units that would have become vested under
     subparagraphs (a), (b) or (c) above but for the failure to meet the
     requirements of  subparagraphs (a)(ii), (b)(ii), or (c)(ii), respectively,
     shall become vested upon, and in the same proportion as, the conversion of
     Subordinated Units to Common Units; and

          (f) if the Company is removed as the General Partner of the MLP other
     than for Cause prior to January 2, 2003, the  Phantom Units shall become
     vested on the date of such removal.

The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.

     2.   In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.

     3.   In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.

     4.   Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.

     5.   DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested

MLP Phantom Units, the amounts then credited to your DER Account with respect to
such vested units will be paid to you in cash. Any amount credited to the DER
Account with respect to unvested MLP Phantom Units will be forfeited if and
whenever such MLP Phantom Units are forfeited.

     6.   The Company will withhold any taxes due as required by law, which (in
the sole discretion of the Company) may include withholding a number of MLP
Common Units otherwise payable to you.

          Terms used herein that are not defined herein have the meaning set
forth in the Second Amended and Restated Agreement of Limited Partnership of
Plains All American Pipeline, L.P., as amended (the "Partnership Agreement").
Copies of the Partnership Agreement are available upon request. Please execute
and return this Agreement to the General Counsel. The attached copy of the
Agreement is for your files.

                                        PLAINS ALL AMERICAN INC.

                                        By: /s/ Harry N. Pefanis
                                           ------------------------------
                                           Harry N. Pefanis, President

/s/ Cynthia A. Feeback
- ----------------------------
(sign here)

Dated: October 2, 2000

                                                                    EXHIBIT 99.3

                                                              Payment on Vesting

                                                    PHANTOM UNIT GRANT AGREEMENT

                                October 2, 2000

William C. Egg, Jr.
500 Dallas St. Suite 700
Houston, TX 77002

Re: Grant of MLP Phantom Units

Dear Mr. Egg:

          I am pleased to inform you that the Company hereby grants to you 5,000
MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs").  A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period
beginning on July 1, 2000 and ending on the earlier of December 31, 2003 or the
date the tandem MLP Phantom Unit is paid to you or forfeited.  The terms of this
grant are set forth below.

     1.   Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:

          (a)  on January 1, 2001, (i) 1/9th of the total number of MLP Phantom
     Units granted you (the "Total Units") shall become vested if the Operating
     Surplus of the MLP for 2000 equals or exceeds the sum of the Minimum
     Quarterly Distributions ("MQDs") for such year with respect to the Common
     Units and the related General Partner Interest, and (ii) an additional
     2/9ths of the Total Units shall become vested if the Operating Surplus of
     the MLP for 2000 equals or exceeds the sum of the MQDs with respect to the
     Common Units and Subordinated Units and the related General Partner
     Interest for 2000;

          (b)  on January 1, 2002, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2001 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and

     (ii) an additional 2/9ths of the Total Units shall become vested if the
     Operating Surplus of the MLP for 2001 equals or exceeds the sum of the MQDs
     with respect to the Common Units and Subordinated Units and the related
     General Partner Interest for 2001;

          (c)  on January 1, 2003, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2002 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and (ii) an additional 2/9ths of
     the Total Units shall become vested if the Operating Surplus of the MLP for
     2002 equals or exceeds the sum of the MQDs with respect to the Common Units
     and Subordinated Units and the related General Partner Interest for 2002;

          (d)  the MLP Phantom Units that would have vested at January 1 of
     2001, 2002 or 2003 had the MQDs been paid in 2000, 2001 or 2002,
     respectively, shall become vested on the date any arrearages in MQDs for
     such year(s) are paid in full;

          (e)  any MLP Phantom Units that would have become vested under
     subparagraphs (a), (b) or (c) above but for the failure to meet the
     requirements of  subparagraphs (a)(ii), (b)(ii), or (c)(ii), respectively,
     shall become vested upon, and in the same proportion as, the conversion of
     Subordinated Units to Common Units; and

          (f)  if the Company is removed as the General Partner of the MLP other
     than for Cause prior to January 2, 2003, the  Phantom Units shall become
     vested on the date of such removal.

The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.

     2.   In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.

     3.   In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.

     4.   Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.

     5.   DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested

MLP Phantom Units, the amounts then credited to your DER Account with respect to
such vested units will be paid to you in cash. Any amount credited to the DER
Account with respect to unvested MLP Phantom Units will be forfeited if and
whenever such MLP Phantom Units are forfeited.

     6.   The Company will withhold any taxes due as required by law, which (in
the sole discretion of the Company) may include withholding a number of MLP
Common Units otherwise payable to you.

          Terms used herein that are not defined herein have the meaning set
forth in the Second Amended and Restated Agreement of Limited Partnership of
Plains All American Pipeline, L.P., as amended (the "Partnership Agreement").
Copies of the Partnership Agreement are available upon request. Please execute
and return this Agreement to the General Counsel. The attached copy of the
Agreement is for your files.

                                             PLAINS ALL AMERICAN INC.

                                             By: /s/ Harry N. Pefanis
                                                -------------------------------
                                                Harry N. Pefanis, President

/s/ William C. Egg, Jr.
- ----------------------------
(sign here)

Dated: October 2, 2000

                                                                    EXHIBIT 99.4

                                                    PHANTOM UNIT GRANT AGREEMENT

                                October 2, 2000

James G. Hester
500 Dallas St. Suite 700
Houston, TX 77002

Re: Grant of MLP Phantom Units

Dear Mr. Hester:

          I am pleased to inform you that the Company hereby grants to you 5,000
MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs").  A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period
beginning on July 1, 2000 and ending on the earlier of December 31, 2003 or the
date the tandem MLP Phantom Unit is paid to you or forfeited.  The terms of this
grant are set forth below.

     1.   Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:

          (a)  on January 1, 2001, (i) 1/9th of the total number of MLP Phantom
     Units granted you (the "Total Units") shall become vested if the Operating
     Surplus of the MLP for 2000 equals or exceeds the sum of the Minimum
     Quarterly Distributions ("MQDs") for such year with respect to the Common
     Units and the related General Partner Interest, and (ii) an additional
     2/9ths of the Total Units shall become vested if the Operating Surplus of
     the MLP for 2000 equals or exceeds the sum of the MQDs with respect to the
     Common Units and Subordinated Units and the related General Partner
     Interest for 2000;

          (b)  on January 1, 2002, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2001 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and

     (ii) an additional 2/9ths of the Total Units shall become vested if the
     Operating Surplus of the MLP for 2001 equals or exceeds the sum of the MQDs
     with respect to the Common Units and Subordinated Units and the related
     General Partner Interest for 2001;

          (c)  on January 1, 2003, (i) an additional 1/9th of the Total Units
     shall become vested if the Operating Surplus of the MLP for 2002 equals or
     exceeds the sum of the MQDs for such year with respect to the Common Units
     and the related General Partner Interest, and (ii) an additional 2/9ths of
     the Total Units shall become vested if the Operating Surplus of the MLP for
     2002 equals or exceeds the sum of the MQDs with respect to the Common Units
     and Subordinated Units and the related General Partner Interest for 2002;

          (d)  the MLP Phantom Units that would have vested at January 1 of
     2001, 2002 or 2003 had the MQDs been paid in 2000, 2001 or 2002,
     respectively, shall become vested on the date any arrearages in MQDs for
     such year(s) are paid in full;

          (e)  any MLP Phantom Units that would have become vested under
     subparagraphs (a), (b) or (c) above but for the failure to meet the
     requirements of  subparagraphs (a)(ii), (b)(ii), or (c)(ii), respectively,
     shall become vested upon, and in the same proportion as, the conversion of
     Subordinated Units to Common Units; and

          (f)  if the Company is removed as the General Partner of the MLP other
     than for Cause prior to January 2, 2003, the  Phantom Units shall become
     vested on the date of such removal.

The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.

     2.   In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.

     3.   In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.

     4.   Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.

     5.   DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested

MLP Phantom Units, the amounts then credited to your DER Account with respect to
such vested units will be paid to you in cash. Any amount credited to the DER
Account with respect to unvested MLP Phantom Units will be forfeited if and
whenever such MLP Phantom Units are forfeited.

     6.   The Company will withhold any taxes due as required by law, which (in
the sole discretion of the Company) may include withholding a number of MLP
Common Units otherwise payable to you.

          Terms used herein that are not defined herein have the meaning set
forth in the Second Amended and Restated Agreement of Limited Partnership of
Plains All American Pipeline, L.P., as amended (the "Partnership Agreement").
Copies of the Partnership Agreement are available upon request. Please execute
and return this Agreement to the General Counsel. The attached copy of the
Agreement is for your files.

                                        PLAINS ALL AMERICAN INC.

                                        By: /s/ Harry N. Pefanis
                                           ------------------------------------
                                           Harry N. Pefanis, President

/s/ James G. Hester
- ------------------------
(sign here)

Dated: October 2, 2000