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

                       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) - June 22, 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.)

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

ITEM 5.  OTHER EVENTS

  Plains All American Pipeline, L.P. has commenced a private placement of senior
notes due 2011 pursuant to exemptions from registration of the offering under
the Securities Act of 1933. This Form 8-K does not constitute an offer to sell
or a solicitation of an offer to buy the notes. The offering of notes will not
be registered under the Securities Act or applicable state securities laws and
the notes may not be offered or sold in the United States absent available
exemptions from such registration requirements. Certain financial statements
included in the offering memorandum have not been previously publicly disclosed,
and are attached to this Form 8-K as Exhibits 99.1, 99.2, 99.3 and 99.4.

Item 7.  Financial Statements and Exhibits

      (c)  Exhibits

      99.1   Murphy Oil Company Ltd. Supply and Transportation Business
             Unaudited Interim Financial Statements.

      99.2   Murphy Oil Company Ltd. Supply and Transportation Business
             Financial Statements.

      99.3   Summary Selected Historical and Pro Forma Financial and Operating
             Data for Plains All American Pipeline, L.P.

      99.4   Unaudited Pro Forma Consolidated Financial Statements of Plains All
             American Pipeline, L.P.

                                   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:  June 25, 2001                  By:  Plains AAP, L.P., its general partner

                                      By:  Plains All American GP LLC,
                                            its general partner

                                      By:  /s/ Tim Moore
                                          -----------------------------------
                                          Name:  Tim Moore
                                          Title: Vice President

                               INDEX TO EXHIBITS

      99.1    Murphy Oil Company Ltd. Supply and Transportation Business
              Unaudited Interim Financial Statements.

      99.2    Murphy Oil Company Ltd. Supply and Transportation Business
              Financial Statements.

      99.3    Summary Selected Historical and Pro Forma Financial and Operating
              Data for Plains All American Pipeline, L.P.

      99.4    Unaudited Pro Forma Consolidated Financial Statements of Plains
              All American Pipeline, L.P.

                                                                    EXHIBIT 99.1

                            MURPHY OIL COMPANY LTD.

                        SUPPLY & TRANSPORTATION BUSINESS

                                 BALANCE SHEET
                              As at March 31, 2001
                    (expressed in thousands of U.S. dollars)

                                                                         2001
                                                                       --------
                                                                    
                                ASSETS
Current assets
Cash.................................................................. $  3,782
Accounts receivable
  Trade...............................................................   58,173
  Related parties.....................................................    2,861
Inventory.............................................................    3,751
Deferred income tax...................................................    1,660
                                                                       --------
                                                                         70,227
Property and equipment--net...........................................   52,298
                                                                       --------
                                                                       $122,525
                                                                       ========
                LIABILITIES AND OWNERS' NET INVESTMENT
Current liabilities
Accounts payable and other accrued liabilities
  Trade............................................................... $ 40,125
  Related parties.....................................................   16,116
                                                                       --------
                                                                         56,241
Deferred income taxes.................................................    2,872
                                                                       --------
                                                                         59,113
                                                                       --------
Commitments and contingencies (Note 2)................................       --
Owners' Net Investment................................................   63,412
                                                                       --------
                                                                       $122,525
                                                                       ========

                     See notes to the financial statements.

                                       1

                            MURPHY OIL COMPANY LTD.

                        SUPPLY & TRANSPORTATION BUSINESS

                   STATEMENT OF OPERATIONS AND NET INVESTMENT
                      For the period ended March 31, 2001
                    (expressed in thousands of U.S. dollars)

                                                                         2001
                                                                       --------
                                                                    
Revenues
Crude oil and condensate sales........................................ $129,937
Crude oil and condensate sales--related parties.......................   24,768
Pipeline tariffs......................................................    2,227
Trucking..............................................................    3,799
Trucking--related parties.............................................      534
                                                                       --------
                                                                        161,265
                                                                       --------
Costs and expenses
Cost of crude oil and condensate sales................................  104,468
Cost of crude oil and condensate sales--related parties...............   42,711
Pipeline tariff expense...............................................      801
Operating costs.......................................................    6,807
General and administrative............................................      493
Depreciation and amortization.........................................      700
                                                                       --------
                                                                        155,980
                                                                       --------
Income before income taxes............................................    5,285
                                                                       --------
Income tax expense
Current...............................................................    2,180
Deferred..............................................................      147
                                                                       --------
                                                                          2,327
                                                                       --------
Net income for the year...............................................    2,958
Owners' net investment--Beginning of period...........................   60,454
                                                                       --------
Owners' net investment--End of period................................. $ 63,412
                                                                       ========

                     See notes to the financial statements.

                                       2

                            MURPHY OIL COMPANY LTD.

                        SUPPLY & TRANSPORTATION BUSINESS

                            STATEMENT OF CASH FLOWS
                      For the period ended March 31, 2001
                    (expressed in thousands of U.S. dollars)

                                                                         2001
                                                                        -------
                                                                     
Cash provided by (used in)
Operating activities
Net income for the year................................................ $ 2,958
Items not affecting cash
  Depreciation and amortization........................................     700
  Deferred income tax..................................................     147
                                                                        -------
                                                                          3,805
                                                                        -------
Net change in non-cash working capital items
  Accounts receivable
    Trade..............................................................   5,217
    Related party......................................................  11,675
  Inventory............................................................   1,148
  Accounts payable and other accrued liabilities
    Trade.............................................................. (10,282)
    Related party......................................................  (7,767)
                                                                        -------
                                                                             (9)
                                                                        -------
                                                                          3,796
                                                                        -------
Investing activities
Capital expenditures...................................................     (14)
                                                                        -------
Increase in cash for the period........................................      --
Cash--Beginning of period..............................................      --
                                                                        -------
Cash--End of period.................................................... $ 3,782
                                                                        =======

                     See notes to the financial statements.

                                       3

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001

Note--1 Organization and basis of presentation

   The Supply and Transportation business is involved in the pipeline transport
of crude oil and condensates, including associated services of trucking and
terminalling, and marketing of crude oil in Western Canada.

   The accompanying financial statements present, in conformity with accounting
principles generally accepted in the United States of America the assets,
liabilities, revenues and expenses related to the historical operations of the
Canadian supply and transportation ("S&T") business of the Murphy Oil Company
Ltd. ("Murphy"). These financial statements should be read in conjunction with
the Murphy S&T financial statements for the year ended December 31, 2000. The
interim financial statements as of March 31, 2001 and for the three months
ended March 31, 2001 is unaudited; however, in the opinion of the S&T Business,
the interim statements includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim period.

   The accompanying financial statements have been prepared from Murphy's
historical accounting records and are presented on a carve-out basis to include
the historical operations applicable to the S&T business. All assets and
liabilities specifically identified with the S&T business have been presented
in the balance sheet. The owner's net investment ("Owner's net investment") in
the S&T business has been presented in lieu of stockholder's equity in the
financial statements. The financial information included herein includes
certain allocations based on historical activity levels to reflect the
financial statements in accordance with accounting principles generally
accepted in the United States of America and may not necessarily reflect the
financial position or results of operations of the S&T business in the future
or had it existed as a separate, stand-alone business during the period
presented. The allocations consist of general and administrative expenses
incurred on behalf of the S&T business by Murphy. This allocation has been made
on a reasonable basis. No amount in respect of interest has been allocated to
this business.

Note--2 Commitments and contingencies

Purchase and sales agreements

   The S&T business has entered into evergreen purchase and sales agreements,
cancellable with thirty days notice, for crude oil and condensates. At March
31, 2001, the S&T business had evergreen contracts for purchases of 427,000
m/3/ and sales of 304,000 m/3/ of crude oil and condensates at market related
prices.

Environmental matters

   The parent, Murphy is liable for the reclamation costs associated with a
condensate spill on the Dulwich pipeline. The amount of reclamation costs is
dependent upon the method selected under current environmental laws but has
been estimated by management to be in the range of $67,000 to $1,901,000. An
accrual for these clean up costs has not been provided for in these financial
statements.

                                       4

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS

Note--3 Segment information

   The S&T division's reportable segments are organized into three major types
of business activities all operating within one geographic area, Western
Canada. The pipeline segment derives tariff revenue primarily from the
transportation of crude oil, the crude oil trading segment derives revenue from
the purchase and sale of crude oil and the trucking segment derives revenue
from the use of tractor trailers in hauling petroleum products and water.
Information about business segments is reported on the following tables.
Corporate and other activities are shown in the tables to reconcile the
business segments to the financial statement totals.

                                                          Corporate
                                      Crude oil              and
                            Pipelines  trading  Trucking eliminations  Total
                            --------- --------- -------- ------------ --------
                                                       
Revenues from external
 customers.................  $4,902   $129,930   $5,072    $(3,941)   $135,963
Revenues from related
 parties...................      --     24,768      534         --      25,302
                                                                      --------
Total revenues.............                                            161,265
Income tax expense.........    (132)     2,952     (284)      (209)      2,327
Significant non-cash
 charges (credits)
  Depreciation and
   amortization............     609         --       91         --         700
  Deferred income taxes....     147         --       --         --         147
Additions to property and
 equipment.................      14         --       --         --          14
Property and equipment.....  50,011         --    2,287         --      52,298
Net income (loss)..........    (169)     3,773     (363)      (283)      2,958

Note--4 Subsequent Event

   In May 2001, substantially all of the crude oil pipeline, gathering, storage
and terminalling assets of Murphy were acquired by Plains All American
Pipeline, L.P. ("PAA") for approximately $161.0 million in cash. The purchase
price included $6.5 million for excess inventory in the systems. The principle
assets acquired include four pipeline systems covering 275 miles, approximately
1.1 million barrels of crude oil storage and terminalling capacity located
primarily in Kerrobert, Saskatchewan, approximately 254,000 barrels of linefill
and tank bottoms and 121 trailers used primarily for crude oil transportation.

   PAA has entered into a new long-term contract with Murphy to continue
transporting its production from fields currently delivering crude oil to these
pipelines systems. The current volume transported for Murphy under the contract
is approximately 11,000 barrels per day. In aggregate, the pipeline systems
transport approximately 200,000 barrels per day of light, medium and heavy
crudes, as well as condensate.

                                       5

                                                                    EXHIBIT 99.2

                            MURPHY OIL COMPANY LTD.

                        SUPPLY & TRANSPORTATION BUSINESS

                                 BALANCE SHEET
                            As at December 31, 2000
                    (expressed in thousands of U.S. dollars)

                                                                         2000
                                                                       --------
                                                                    
                                ASSETS
Current assets
Accounts receivable
  Trade............................................................... $ 65,775
  Related parties (Note 4)............................................   14,877
Inventory.............................................................    5,069
Deferred income tax (Note 5)..........................................    1,933
                                                                       --------
                                                                         87,654
Property and equipment--net (Note 3)..................................   55,050
                                                                       --------
                                                                       $142,704
                                                                       ========
                LIABILITIES AND OWNERS' NET INVESTMENT
Current liabilities
Accounts payable and other accrued liabilities
  Trade............................................................... $ 50,986
  Related parties (Note 4)............................................   25,791
                                                                       --------
                                                                         76,777
Deferred income taxes (Note 5)........................................    3,042
                                                                       --------
                                                                         79,819
Commitments and contingencies (Note 7)................................       --
Owners' Net Investment................................................   62,885
                                                                       --------
                                                                       $142,704
                                                                       ========

                     See notes to the financial statements.

                                       1

                            MURPHY OIL COMPANY LTD.

                        SUPPLY & TRANSPORTATION BUSINESS

                   STATEMENT OF OPERATIONS AND NET INVESTMENT
                      For the year ended December 31, 2000
                    (expressed in thousands of U.S. dollars)

                                                                         2000
                                                                       --------
                                                                    
Revenues
Crude oil and condensate sales........................................ $536,060
Crude oil and condensate sales--related parties.......................  106,479
Pipeline tariffs......................................................    9,756
Trucking..............................................................   13,176
Trucking--related parties.............................................    1,852
                                                                       --------
                                                                        667,323
                                                                       --------
Costs and expenses
Cost of crude oil and condensate sales................................  438,931
Cost of crude oil and condensate sales--related parties...............  179,456
Pipeline tariff expense...............................................    8,668
Operating costs.......................................................   21,279
General and administrative............................................    1,834
Depreciation and amortization.........................................    2,660
                                                                       --------
                                                                        652,828
                                                                       --------
Income before income taxes............................................   14,495
                                                                       --------
Income tax expense (Note 5)
Current...............................................................    6,455
Deferred..............................................................      143
                                                                       --------
                                                                          6,598
                                                                       --------
Net income for the year...............................................    7,897
Owners' net investment--Beginning of year.............................   54,988
                                                                       --------
Owners' net investment--End of year................................... $ 62,885
                                                                       ========

                     See notes to the financial statements.

                                       2

                            MURPHY OIL COMPANY LTD.

                        SUPPLY & TRANSPORTATION BUSINESS

                            STATEMENT OF CASH FLOWS
                      For the year ended December 31, 2000
                    (expressed in thousands of U.S. dollars)

                                                                         2000
                                                                        -------
                                                                     
Cash provided by (used in)
Operating activities
Net income for the year................................................ $ 7,897
Items not affecting cash
  Depreciation and amortization........................................   2,660
  Deferred income tax..................................................     143
                                                                        -------
                                                                         10,700
                                                                        -------
Net change in non-cash working capital items
  Accounts receivable
    Trade.............................................................. (22,994)
    Related party......................................................  (2,771)
  Inventory............................................................     209
  Accounts payable and other accrued liabilities
    Trade..............................................................  14,360
    Related party......................................................  13,524
                                                                        -------
                                                                          2,328
                                                                        -------
                                                                         13,028
                                                                        -------
Investing activities
Capital expenditures................................................... (29,236)
                                                                        -------
Financing activity
Cash contributions by owner............................................  16,208
                                                                        -------
Increase in cash for the year..........................................      --
Cash--Beginning of year................................................      --
                                                                        -------
Cash--End of year...................................................... $    --
                                                                        =======

                     See notes to the financial statements.

                                       3

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2000

Note--1 Organization and basis of presentation

   The Supply and Transportation business is involved in the pipeline transport
of crude oil and condensates, including associated services of trucking and
terminalling, and marketing of crude oil in Western Canada.

   The accompanying financial statements present, in conformity with accounting
principles generally accepted in the United States of America the assets,
liabilities, revenues and expenses related to the historical operations of the
Canadian supply and transportation ("S&T") business of the Murphy Oil Company
Ltd. ("Murphy").

   The accompanying financial statements have been prepared from Murphy's
historical accounting records and are presented on a carve-out basis to include
the historical operations applicable to the S&T business. All assets and
liabilities specifically identified with the S&T business have been presented
in the balance sheet. The owner's net investment ("Owner's net investment") in
the S&T business has been presented in lieu of stockholder's equity in the
financial statements. The financial information included herein includes
certain allocations based on historical activity levels to reflect the
financial statements in accordance with U.S. generally accepted accounting
principles and may not necessarily reflect the financial position, results of
operations of cash flows of the S&T business in the future or had it existed as
a separate, stand-alone business during the period presented. The allocations
consist of general and administrative expenses incurred on behalf of the S&T
business by Murphy. This allocation has been made on a reasonable basis. No
amount in respect of interest has been allocated to this business.

Note--2 Significant accounting policies

Use of estimates

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets, liabilities and the disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reported period. Significant estimates made by
management include depreciation, impairment of long-lived assets, salvage
values and income taxes and related deferred tax valuation allowance. Although
management believes these estimates are reasonable, actual results could differ
from those estimates.

Revenue recognition

   Gathering and marketing revenues are accrued at the time title to the
product sold transfers to the purchaser, which occurs upon receipt of the
product by the purchaser, and purchases are accrued at the time title to the
product purchased transfers to the S&T business, which occurs upon receipt of
the product. Terminalling and storage revenues are recognized at the time
service is performed. Revenues for the transportation of crude are recognized
based upon regulated and non-regulated tariff rates and the related
transportation volumes. Trucking revenue is recognized when the transportation
services have been rendered.

Foreign currency translation

   The functional currency of the S&T business is Canadian dollars. The
translation of these financial statements into United States of America dollars
(U.S. dollars) have been recorded using the exchange rate at the balance sheet
date for assets and liabilities and the exchange rate applicable at the date of
transaction for the revenues, expenses and cash flows. The effect of
translating the S&T business into U.S. dollars is included in owners' net
investment.

                                       4

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS

Pipeline tariff expense

   Pipeline tariff expense represents amounts paid to third parties to
transport crude oil and condensates. These costs are expensed on an accrual
basis.

Property and equipment

   Crude oil pipeline, gathering and terminal assets are carried at cost. Costs
subject to depreciation are net of expected salvage values and depreciation is
calculated on a straight-line basis over the estimated useful lives of the
respective assets as follows:

  .  Crude oil pipelines--10 to 35 years;

  .  Crude oil pipeline operation facilities--10 years;

  .  Crude oil terminal, storage facilities and communication equipment--10
     years;

  .  Trucking equipment--10 years.

   Acquisitions and improvements are capitalized; maintenance and repairs are
expensed as incurred. Pipeline linefill is recorded at cost and consists of oil
linefill used to pack a pipeline such that when an incremental barrel enters a
pipeline it forces a barrel out of another location. Net gains or losses on
property and equipment disposed of are reflected in the statement of operations
and net investment when incurred.

Impairment of long-lived assets

   The carrying values of long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of any asset may not be recoverable. Recoverability of the carrying value of an
asset is assessed by reference to an estimate of the asset's undiscounted
future net cash flows. Measurement of any impairment would include a comparison
of discounted estimated future net cash flows to the net carrying value of the
related assets.

Inventories

   Inventories of crude oil and condensates are valued at the lower of cost,
calculated on a last in first out (LIFO) basis, or market value. At December
31, 2000 the replacement cost of crude oil and condensate inventory was
$9,304,435.

Environmental liabilities

   A provision for environmental obligations is charged to expense when the S&T
business' liability for an environmental assessment and/or clean up is probable
and the cost can be reasonably estimated. Related expenditures are charged
against the reserve. Environmental remediation liabilities have not been
discounted for the time value of future expected payments.

Income taxes

   The S&T business accounts for income taxes using the asset and liability
method in accordance with Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes. Under this method, income taxes are provided for
amounts currently payable, and for amounts deferred as tax assets and
liabilities

                                       5

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS

based on differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities. Deferred income taxes are
measured using enacted tax rates that are assumed to be in effect when the
differences reverse.

   Income taxes have been calculated as if the S&T business had filed a
separate return for the year ended December 31, 2000.

Fair value of financial instruments

   Pursuant to Statement of Financial Accounting Standards No. 107, Disclosure
About Fair Value of Financial Instruments, the S&T business has estimated fair
value of its accounts receivables, due from related party and accounts payable
and accrued liabilities to approximate the carrying values due to the short
term to maturity of these instruments.

Recent accounting pronouncements

   In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"). SFAS 133, as amended by SFAS 138, requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in
the fair value of derivatives are recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is designated as
part of the hedge transaction and, if so, the type of hedge transaction. For
fair value hedge transactions in which the S&T business is hedging changes in
an asset's, liability's, or firm commitment's fair value, changes in the fair
value of the derivative instrument will generally be offset in the income
statement by changes in the hedged item's fair value. For cash flows related to
a variable rate asset, liability, or a forecasted transaction, changes in the
fair value of the derivative instrument will be reported in other comprehensive
income. The gains and losses on the derivative instrument that are reported in
other comprehensive income will be reclassified as earnings in the periods in
which earnings are affected by the variability of the cash flows of the hedged
item. The S&T business is required to adopt this statement beginning in fiscal
2001. Management has determined that there is no effect on the financial
statements of the adoption of SFAS 133.

Note--3 Property and equipment

                                                            Accumulated
                                                     Cost   amortization   Net
                                                   -------- ------------ -------
                                                                
Pipelines......................................... $ 52,090   $(16,760)  $35,330
Pipeline equipment................................   19,408     (3,052)   16,356
Trucking equipment................................    5,721     (3,342)    2,379
Linefill..........................................      985         --       985
                                                   --------   --------   -------
                                                   $ 78,204   $(23,154)  $55,050
                                                   ========   ========   =======

   During the year ended December 31, 2000, the S&T business acquired a
partner's ownership interest in the Manito pipeline for $26.6 million.

                                       6

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS

Note--4 Related party transactions and balances

   During the year ended December 31, 2000, the S&T business has entered into
transactions with other divisions of Murphy and affiliated companies. All
transactions were entered into in the ordinary course of business at market
prices. The aggregate amounts of related party transactions were as follows:

                                                                    
   Revenues
     Crude oil and condensate sales................................... $106,479
     Trucking.........................................................    1,852
   Costs and expenses
     Cost of crude oil and condensate purchases.......................  179,456
     General and administrative.......................................      925

Revenues

   Sales to related parties are derived from the crude oil and condensate sales
and trucking services to Murphy and its affiliates.

Costs and expenses

   The S&T business purchases crude oil and condensate from related parties.
General and administrative costs are allocated to the S&T business and other
divisions of Murphy.

Accounts receivable--related parties

   The accounts receivable from related party represents crude oil and
condensate sales to related parties subject to normal customer trade terms.

Accounts payable and other accrued liabilities--related parties

   The accounts payable to related parties represents crude oil and condensate
purchases from related parties subject to normal customer trade terms and the
S&T business current income tax payable which is paid by Murphy.

   As described above, the S&T business has significant transactions and
balances with related parties. Because of these relationships, it is possible
that the terms of the these transactions are not the same as those that would
result from transactions among wholly unrelated parties.

                                       7

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS

Note--5 Income taxes

   Deferred income taxes are provided for the temporary differences between the
book and tax bases of the S&T business's assets and liabilities. Significant
components of deferred tax assets and liabilities as of December 31, 2000 are
as follows:

                                                                    
   Deferred tax assets
     Inventories...................................................... $ 1,933
                                                                       -------
   Deferred tax liabilities
   Property and equipment.............................................  (3,042)
                                                                       -------
   Financial statements
   Current deferred tax assets........................................   1,933
   Non-current deferred tax liabilities...............................  (3,042)
                                                                       -------
   Net deferred tax liability......................................... $(1,109)
                                                                       =======

   The reconciliation of the differences between the company's tax expense for
income taxes and taxes at the statutory rate is as follows:

                                                                      
   Income tax expense based on the Canadian Statutory rate (44.89%)..... $6,506
   Non-deductible items.................................................     92
                                                                         ------
   Total income tax expense............................................. $6,598
                                                                         ======

Note--6 Financial instruments

   The S&T business is primarily responsible for the transportation and sale of
Murphy owned production in Western Canada, and, accordingly the S&T business
enters into various forward purchase and sale agreements for crude oil and
condensates. The extent of these agreements are disclosed in Note 7.

   The S&T business primary credit risks are associated with trade accounts
receivable, evergreen sales contracts and cash. Trade accounts receivable arise
mainly from the sale of crude oil and condensates, pipeline tariffs charged to
shippers on S&T pipelines, and for trucking services performed. The credit
history and financial condition of potential customers are reviewed before
credit is extended, security is obtained when deemed appropriate based on a
potential customers' financial condition, and routine follow-up evaluations are
made. The combination of these evaluations and the large number of customers
tends to limit the risk of credit concentration to an acceptable level.

Note--7 Commitments and contingencies

Purchase and sales agreements

   The S&T business has entered into evergreen purchase and sales agreements,
cancellable with thirty days notice, for crude oil and condensates. As at
December 31, 2000, the S&T business had evergreen contracts for purchases of
444,000 m3 and sales of 298,000 m3 of crude oil and condensates at market
related prices.

                                       8

                            MURPHY OIL COMPANY LTD.
                        SUPPLY & TRANSPORTATION BUSINESS

                         NOTES TO FINANCIAL STATEMENTS

Environmental matters

   The parent, Murphy, is liable for the reclamation costs associated with a
condensate spill on the Dulwich pipeline. The amount of reclamation costs is
dependent upon the method selected under current environmental laws but has
been estimated by management to be in the range of $67,000 to $1,901,000. An
accrual for these clean up costs has not been provided for in these financial
statements.

Note--8 Employee and retiree benefit plans

   Murphy provides pension plans to its employees, including persons employed
in the S&T business. Murphy has a defined benefit and defined contribution
pension plan covering all the S&T employees.

   The defined benefit pension plan provides a pension based on a formula of
best average earnings and years of credited service. The plan is non-
contributory however, an optional ancillary contribution account to provide
ancillary benefits or enhancements to the defined benefit pension is
contributory. The net pension credit recognized in the S&T business earnings
under the defined benefit pension plan for the year ended December 31, 2000 was
$583,000.

   The defined contribution plan provides benefits based on the accumulated
balance in an employees account. The plan is non-contributory, however,
employees may contribute up to 2% of their earnings as an optional contribution
which is matched by Murphy dollar for dollar. The amount charged to the S&T
business earnings under the defined contribution pension plan for the year
ended December 31, 2000 was $61,000.

Note--9 Segment information

   The S&T division's reportable segments are organized into three major types
of business activities all operating within one geographic area, Western
Canada. The pipeline segment derives tariff revenue primarily from the
transportation of crude oil, the crude oil trading segment derives revenue from
the purchase and sale of crude oil and the trucking segment derives revenue
from the use of tractor trailers in hauling petroleum products and water.
Information about business segments is reported on the following tables.
Corporate and other activities are shown in the tables to reconcile the
business segments to the financial statement totals.

                                         Crude             Corporate
                                          oil                 and
                              Pipelines trading  Trucking eliminations  Total
                              --------- -------- -------- ------------ --------
                                                        
Revenues from external
 customers..................   $16,137  $536,059 $15,443    $(8,646)   $558,992
Revenues from related
 parties (note 4)...........        --   106,479   1,852         --     108,331
Total revenues..............                                            667,323
Income tax expense..........     3,224     3,525     641       (792)      6,598
Significant non-cash charges
 (credits)
  Depreciation and
   abandonment..............     2,151        --     374        135       2,660
  Deferred income taxes.....       143        --      --         --         143
Additions to property and
 equipment..................    29,236        --      --         --      29,236
Property and equipment......    52,672        --   2,378         --      55,050
Net income (loss)...........     3,957     4,329     787     (1,176)      7,897

                                      9

                                                                    EXHIBIT 99.3

     SUMMARY SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA

   The historical financial information below for Plains All American Pipeline
was derived from our audited consolidated financial statements as of December
31, 1999 and 2000 and for the years then ended and from our unaudited financial
statements as of and for the three months ended March 31, 2000 and 2001. The
selected financial data should be read in conjunction with the consolidated and
combined financial statements, including the notes thereto, the unaudited pro
forma consolidated financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," each as included
in our Form 10-K for the year ended December 31, 2000 and our Form 10-Q for the
quarter ended March 31, 2001. The unaudited pro forma as adjusted information
presented below gives effect to: (a) the completion of the notes offering, (b)
our Murphy acquisition in May 2001 and (c) our public offering of 3,966,700
common units for total net proceeds of approximately $100.7 million. The
unaudited pro forma as adjusted information does not reflect our pending CANPET
acquisition. A more complete description of these adjustments is included in
the notes to our unaudited pro forma consolidated financial statements.

                                           Historical                        Pro Forma As Adjusted
                          -----------------------------------------------  -------------------------
                                Year Ended          Three Months Ended                  Three Months
                               December 31,              March 31,          Year Ended     Ended
                          -----------------------  ----------------------  December 31,  March 31,
                             1999         2000        2000        2001         2000         2001
                          -----------  ----------  ----------  ----------  ------------ ------------
                                                        (unaudited)               (unaudited)
                                         (in thousands, except per unit amounts)
                                                                      
Statement of Operations
 Data:
Revenues................  $10,910,423  $6,641,187  $2,002,507  $1,520,124   $7,310,717   $1,681,389
Cost of sales and
 operations.............   10,800,109   6,506,504   1,965,955   1,487,394    7,156,530    1,642,487
Unauthorized trading
 losses and related
 expenses (1)...........      166,440       6,963          --          --        6,963           --
                          -----------  ----------  ----------  ----------   ----------   ----------
Gross margin............      (56,126)    127,720      36,552      32,730      147,224       38,902
                          -----------  ----------  ----------  ----------   ----------   ----------
General and
 administrative expenses
 (2)....................       23,211      40,821       8,626       8,989       43,693        9,233
Depreciation and
 amortization...........       17,344      24,523      10,138       4,670       32,270        6,607
Restructuring expense...        1,410          --          --          --           --           --
                          -----------  ----------  ----------  ----------   ----------   ----------
Total expenses..........       41,965      65,344      18,764      13,659       75,963       15,840
                          -----------  ----------  ----------  ----------   ----------   ----------
Operating income
 (loss).................      (98,091)     62,376      17,788      19,071       71,261       23,062
Interest expense........      (21,139)    (28,691)     (9,158)     (6,606)     (41,571)      (9,826)
Gain on sale of assets
 (3)....................       16,457      48,188      48,188          --       48,188           --
Interest and other
 income (4).............          958      10,776       7,482          42       10,776           42
                          -----------  ----------  ----------  ----------   ----------   ----------
Income (loss) from
 continuing operations
 before extraordinary
 item...................  $  (101,815) $   92,649  $   64,300  $   12,507   $   88,654   $   13,278
                          ===========  ==========  ==========  ==========   ==========   ==========
Basic and diluted income
 (loss) from continuing
 operations per limited
 partner unit before
 extraordinary item
 (5)....................  $     (3.16) $     2.64  $     1.83  $     0.36   $     2.27   $     0.34
                          ===========  ==========  ==========  ==========   ==========   ==========
Weighted average number
 of limited partner
 units outstanding......       31,633      34,386      34,386      34,386       38,353       38,353
                          ===========  ==========  ==========  ==========   ==========   ==========
Cash distributions per
 common unit............  $      1.84  $     1.84  $     0.45  $     0.46
                          ===========  ==========  ==========  ==========

                                       1

                                        Historical                       Pro Forma As Adjusted
                         --------------------------------------------  -------------------------
                              Year Ended         Three Months Ended                 Three Months
                             December 31,            March 31,          Year Ended     Ended
                         ---------------------  ---------------------  December 31,  March 31,
                            1999       2000        2000       2001         2000         2001
                         ----------  ---------  ----------  ---------  ------------ ------------
                                                    (unaudited)               (unaudited)
                                  (in thousands, except ratios and operating data)
                                                                  
Balance Sheet Data (at
 end of period):
 Working capital (6).... $  101,539  $  47,111  $   53,914  $  39,960                $  115,311
 Total assets...........  1,223,037    885,801   1,036,713    889,477                 1,123,666
 Total long-term debt
  (7)...................    373,450    320,000     273,100    316,550                   450,000
 Partners' capital......    192,973    213,999     242,075    208,185                   308,924

Other Data:
 Adjusted EBITDA (8).... $   89,074  $ 103,048  $   28,737  $  23,904    $120,136    $   29,946
 Maintenance capital
  expenditures (9)......      1,741      1,785         668        409
 Net cash provided by
  (used in) operating
  activities............    (71,245)   (33,511)    (42,574)    10,568
 Net cash provided by
  (used in) investing
  activities............   (186,093)   211,001     216,902     (2,247)
 Net cash provided by
  (used in) financing
  activities............    305,603   (227,832)   (220,903)   (10,545)
 Long-term debt to
  adjusted EBITDA
  (10)(18)..............       4.19x      3.11x       2.38x      3.31x                     3.19x
 Ratio of earnings to
  fixed charges (11)....         --       3.78x       7.34x      2.59x       2.90x         2.19x
 Adjusted EBITDA to
  interest expense
  (12)..................       4.21x      3.59x       3.14x      3.62x       3.09x         3.28x
 Long-term debt to
  total capital (18)....         66%        60%         53%        60%                       55%
Operating Data:
 Volumes (barrels per
  day):
   All American Tariff
    (13)................    102,700     73,800      71,000     70,000
   Margin (14)..........     54,100     60,000      44,000     65,000
 Other..................     61,400    106,500     139,000    161,000
                         ----------  ---------  ----------  ---------
   Total pipeline.......    218,200    240,300     254,000    296,000
                         ==========  =========  ==========  =========
 Lease gathering (15)...    264,700    262,600     257,000    288,000
 Bulk purchases (16)....    138,200     27,700      29,000     21,000
                         ----------  ---------  ----------  ---------
   Total................    402,900    290,300     286,000    309,000
                         ==========  =========  ==========  =========
 Terminal throughput
  (17)..................     83,300     67,000      50,000     97,000
                         ==========  =========  ==========  =========
 Storage leased to
  third parties
  (average).............  1,975,000  1,657,000     820,000  1,931,000
                         ==========  =========  ==========  =========

- --------
 (1) In November 1999, we discovered that a former employee had engaged in
     unauthorized trading activity, resulting in losses of approximately $174.0
     million, including estimated associated costs and legal expenses, of which
     $166.4 million and $7.1 million were recognized in 1999 and 1998,
     respectively. In 2000, we recognized an additional $7.0 million charge for
     litigation related to the unauthorized trading losses. See "Management's
     Discussion and Analysis of Financial Condition and Results of Operation--
     Unauthorized Trading Losses" in our Form 10-K for the year ended
     December 31, 2001.
 (2) General and administrative expense for 2000 includes a $5.0 million charge
     to reserve potentially uncollectible accounts receivable and a $3.1
     million charge for non-cash compensation expense. General and
     administrative expense for 1999 includes a $1.0 million charge for non-
     cash compensation expense. See "Management's Discussion and Analysis of
     Financial Condition and Results of Operations--Results of Operations" in
     our Form 10-K for the year ended December 31, 2001.
 (3) In March 2000, we completed the sale of 5.2 million barrels of crude oil
     linefill from the All American Pipeline. We recognized gains of $28.1
     million and $16.5 million in 2000 and 1999, respectively, in connection
     with that sale. We also sold a segment of the All American Pipeline to El
     Paso Corporation and recognized a gain of $20.1 million in the first
     quarter of 2000.

                                       2

 (4) For the year ended December 31, 2000, this amount includes $9.7 million of
     previously deferred gains from terminated interest rate swaps recognized
     as a result of debt extinguishment.
 (5) Basic and diluted income (loss) from continuing operations per unit is
     computed by dividing the limited partners' interest in income (loss) from
     continuing operations by the weighted average number of outstanding common
     and subordinated units.
 (6) At December 31, 1999, working capital included $37.9 million of pipeline
     linefill and $103.6 million for a segment of the All American Pipeline,
     both of which were sold in the first quarter of 2000.
 (7) Excludes short-term borrowings primarily related to hedged inventory and
     margin deposits of $110.2 million and $1.3 million at December 31, 1999
     and 2000, respectively, and $0.0 and $10.5 million at March 31, 2000 and
     2001, respectively. The amount borrowed at December 31, 1999, includes
     $40.0 million attributable to the sale of linefill from the All American
     Pipeline. See note 3.
 (8) EBITDA means earnings (from continuing operations before extraordinary
     items) before interest expense, income taxes, depreciation and
     amortization. Adjusted EBITDA excludes unauthorized trading losses,
     noncash compensation, restructuring expense, gains on the sale of linefill
     and pipeline and allowance for accounts receivable. EBITDA and Adjusted
     EBITDA are not measurements presented in accordance with generally
     accepted accounting principles ("GAAP") and are not intended to be used in
     lieu of GAAP presentations of results of operations and cash provided by
     operating activities. EBITDA is commonly used by debt holders and
     financial statement users as a measurement to determine the ability of an
     entity to meet its interest obligations. These measures may not be
     comparable to measures of other companies.
 (9) Maintenance capital expenditures are capital expenditures made to replace
     partially or fully depreciated assets, to maintain the existing operating
     capacity of existing assets or to extend their useful lives. Capital
     expenditures made to expand our existing capacity, whether through
     construction or acquisition, are not considered maintenance capital
     expenditures. Repair and maintenance expenditures associated with existing
     assets that do not extend the useful life or expand operating capacity are
     charged to expense as incurred.
(10) Based on annualized adjusted EBITDA for the quarter ended periods.
(11) In 1999, available earnings failed to cover fixed charges by $101.8
     million. Included in earnings for 1999 was $166.4 million in unauthorized
     trading losses, a $16.5 million gain on the sale of linefill and
     restructuring expenses of $1.4 million. If these events had not occurred,
     the ratio of earnings to fixed charges would have been 2.91x. Income from
     continuing operations before extraordinary items used to calculate the
     ratio of earnings to fixed charges for the (historical) year ended
     December 31, 2000, the (historical) three months ended March 31, 2000, and
     the (pro forma) year ended December 31, 2000 includes a gain on sale of
     assets of $48.2 million. If this event had not occurred, the ratio of
     earnings to fixed charges would have been 2.34x, 2.59x, and 1.87x,
     respectively.
(12) For purposes of calculating the pro forma as adjusted ratio of adjusted
     EBITDA to interest expense for the year ended December 31, 2000 and the
     three months ended March 31, 2001, interest expense has been reduced to
     reflect the amount of interest income (invested at 4%) assumed to be
     earned by investing the amount of net proceeds from the senior notes
     offering in excess of the amount used to repay indebtedness.
(13) Represents crude oil deliveries on the All American Pipeline for the
     account of third parties.
(14) Represents crude oil deliveries on the All American Pipeline and the San
     Joaquin Valley ("SJV") Gathering System.
(15) Represents barrels of crude oil purchased at the wellhead, including
     volumes which were purchased under our marketing agreement with Plains
     Resources.
(16) Represents barrels of crude oil purchased at collection points, terminals
     and pipelines.
(17) Represents total crude oil barrels delivered from the Cushing Terminal and
     the Ingleside Terminal.
(18) In addition, pro forma as adjusted long-term debt as of March 31, 2001 has
     been calculated as if the total amount of the net proceeds from the senior
     notes offering was used to reduce long-term debt.

                                       3

                                                                    EXHIBIT 99.4

             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

   Plains All American Pipeline is a limited partnership formed in the third
quarter of 1998 to acquire and operate the midstream crude oil business and
assets of Plains Resources and its wholly owned subsidiaries. The following
unaudited pro forma consolidated financial statements are presented to give
effect to the transactions described below:

  (1) The Murphy acquisition for approximately $161.0 million in cash funded
      from the bank credit facility. The acquisition was effective April 1,
      2001 and was accounted for using the purchase method of accounting.

  (2) The public offering of 3,966,700 common units at a price of $26.05 per
      unit, which raised approximately $100.7 million of total net proceeds.

  (3) The application of the proceeds from the offering of common units to
      repay a portion of our borrowings outstanding under the bank credit
      facility.

  (4) The issuance of the notes in aggregate principal amount of $350.0
      million.

  (5) The application of the proceeds from the notes to repay a portion of
      our borrowings outstanding under the bank credit facility.

   The unaudited pro forma consolidated balance sheet as of March 31, 2001 and
the unaudited pro forma statements of income for the three months ended March
31, 2001 and the year ended December 31, 2000 are based upon the following,
respectively:

  (1) The historical balance sheet of Plains All American Pipeline at March
      31, 2001.

  (2) The historical consolidated statement of income of Plains All American
      Pipeline for the three months ended March 31, 2001 and the historical
      statement of income for the assets acquired in the Murphy acquisition
      for the same period.

  (3) The historical consolidated statement of income of Plains All American
      Pipeline for the year ended December 31, 2000 and the historical
      statement of income for the assets acquired in the Murphy acquisition
      for the same period.

   The unaudited pro forma consolidated financial statements are not
necessarily indicative of the results of the actual or future operations or
financial condition that would have been achieved had the transactions occurred
at the dates assumed (as noted below). The unaudited pro forma consolidated
financial statements should be read in conjunction with the notes thereto and
the historical financial statements of Plains All American Pipeline and the
assets acquired in the Murphy acquisition.

   The following unaudited pro forma consolidated statements of income for the
three months ended March 31, 2001 and the year ended December 31, 2000 have
been prepared as if the transactions described above had taken place on January
1, 2000 and the unaudited pro forma consolidated balance sheet at March 31,
2001 assumes the transactions were consummated on March 31, 2001.

                                       1

                       PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                         UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                                                               March 31, 2001
                  ------------------------------------------------------------------------------------------------------------
                                                                                   Plains All
                                                                               American Pro Forma
                                                                                Adjusted for the   Pro Forma       Plains All
                  Plains All  Pro Forma                      Pro Forma         Murphy Acquisition    Notes          American
                   American  Acquisition                  Equity Offering        and the Equity    Offering         Pro Forma
                  Historical Adjustments        Total       Adjustments             Offering      Adjustments      As Adjusted
                  ---------- -----------      ----------  ---------------      ------------------ -----------      -----------
                                                               (in thousands)

                                             ASSETS

Current Assets:
Cash and cash
 equivalents....   $  1,202   $161,000    (1) $    1,202     $100,739     (3)      $    1,202      $345,200   (6)  $   69,591
                              (161,000)   (2)                (100,739)    (4)                      (276,811)  (7)
Accounts
 receivable and
 other..........    328,567         --           328,567           --                 328,567            --           328,567
Inventory.......     73,924      6,962    (2)     80,886           --                  80,886            --            80,886
                   --------   --------        ----------     --------              ----------      --------        ----------
Total current
 assets.........    403,693      6,962           410,655           --                 410,655        68,389           479,044
                   --------   --------        ----------     --------              ----------      --------        ----------
Property and
 Equipment......    468,978    150,448    (2)    619,426           --                 619,426            --           619,426
Less allowance
 for
 depreciation
 and
 amortization...    (30,933)        --           (30,933)          --                 (30,933)           --           (30,933)
                   --------   --------        ----------     --------              ----------      --------        ----------
                    438,045    150,448           588,493           --                 588,493            --           588,493
                   --------   --------        ----------     --------              ----------      --------        ----------
Other Assets:
Pipeline
 linefill.......     33,924      2,337    (2)     36,261           --                  36,261            --            36,261
Other...........     13,815      1,253    (2)     15,068           --                  15,068         4,800   (6)      19,868
                   --------   --------        ----------     --------              ----------      --------        ----------
                   $889,477   $161,000        $1,050,477     $     --              $1,050,477      $ 73,189         1,123,666
                   ========   ========        ==========     ========              ==========      ========        ==========

                                LIABILITIES AND PARTNERS' CAPITAL

Current
 Liabilities:
Accounts payable
 and other
 current
 liabilities....   $342,460   $     --        $  342,460     $     --              $  342,460      $     --        $  342,460
Due to
 affiliates.....     21,273         --            21,273           --                  21,273            --            21,273
                   --------   --------        ----------     --------              ----------      --------        ----------
Total current
 liabilities....    363,733         --           363,733           --                 363,733            --           363,733
Long-Term
 Liabilities:
Bank debt.......    316,550    161,000    (1)    477,550     (100,739)    (4)         376,811      (276,811)  (7)     100,000
Senior notes....         --         --                --           --                      --       350,000   (6)     350,000
Other...........      1,009         --             1,009           --                   1,009            --             1,009
                   --------   --------        ----------     --------              ----------      --------        ----------
Total
 liabilities....    681,292    161,000           842,292     (100,739)                741,553        73,189           814,742
                   --------   --------        ----------     --------              ----------      --------        ----------
Partners'
 Capital:
Partners'
 capital........    210,840         --           210,840      100,739     (3)         311,579            --           311,579
Other
 comprehensive
 income.........     (2,655)        --            (2,655)          --                  (2,655)           --            (2,655)
                   --------   --------        ----------     --------              ----------      --------        ----------
                    208,185         --           208,185      100,739                 308,924            --           308,924
                   --------   --------        ----------     --------              ----------      --------        ----------
                   $889,477   $161,000        $1,050,477     $     --              $1,050,477      $ 73,189        $1,123,666
                   ========   ========        ==========     ========              ==========      ========        ==========

      See notes to unaudited pro forma consolidated financial statements.

                                       2

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                                                 Three Months Ended March 31, 2001
                         -------------------------------------------------------------------------------------
                                                                                                    Plains All
                                                                                 Pro Forma           American
                         Plains All               Pro Forma                   Equity and Notes      Pro Forma
                          American     Murphy    Acquisition                     Offerings              As
                         Historical  Acquisition Adjustments        Total       Adjustments          Adjusted
                         ----------  ----------- -----------      ----------  ----------------      ----------
                                               (in thousands, except per unit data)

Revenues................ $1,520,124   $161,265     $    --        $1,681,389       $   --           $1,681,389
Cost of sales and
 operations.............  1,487,394    154,787         306   (8)   1,642,487           --            1,642,487
                         ----------   --------     -------        ----------       ------           ----------
Gross Margin............     32,730      6,478        (306)           38,902           --               38,902
                         ----------   --------     -------        ----------       ------      ---  ----------
Expenses:
General and
 administrative.........      8,989        493        (363)  (9)       9,233           --                9,233
                                                       114   (10)
Depreciation and
 amortization...........      4,670        700        (700)  (12)      6,607           --                6,607
                                                     1,937   (11)
                         ----------   --------     -------        ----------       ------           ----------
  Total expenses........     13,659      1,193         988            15,840           --               15,840
                         ----------   --------     -------        ----------       ------           ----------
Operating income........     19,071      5,285      (1,294)           23,062           --               23,062
Interest expense........     (6,606)        --      (3,017)  (13)     (9,623)        (203)     (5)      (9,826)
Interest and other
 income.................         42         --          --                42           --                   42
                         ----------   --------     -------        ----------       ------           ----------
Income from continuing
 operations before
 income taxes and
 cumulative effect of
 accounting change......     12,507      5,285      (4,311)           13,481         (203)              13,278
Income tax expense......         --      2,327      (2,327)  (14)         --           --                   --
                         ----------   --------     -------        ----------       ------           ----------
Income from continuing
 operations before
 cumulative effect of
 accounting change...... $   12,507   $  2,958     $(1,984)       $   13,481       $ (203)          $   13,278
                         ==========   ========     =======        ==========       ======           ==========
Basic and diluted
 earnings per limited
 partner unit........... $     0.36                               $     0.38       $ 0.05           $     0.34
                         ==========                               ==========       ======           ==========
Weighted average number
 of units outstanding...     34,386                                   34,386        3,967               38,353
                         ==========                               ==========       ======           ==========

      See notes to unaudited pro forma consolidated financial statements.

                                       3

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                                                    Year Ended December 31, 2000
                          -------------------------------------------------------------------------------------
                                                                                                     Plains All
                                                                                  Pro Forma           American
                          Plains All               Pro Forma                   Equity and Notes      Pro Forma
                           American     Murphy    Acquisition                     Offerings              As
                          Historical  Acquisition Adjustments        Total       Adjustments          Adjusted
                          ----------  ----------- -----------      ----------  ----------------      ----------
                                                (in thousands, except per unit data)

Revenues................  $6,641,187   $667,323    $  2,207   (15) $7,310,717       $  --            $7,310,717
Cost of sales and
 operations.............   6,506,504    648,334         821   (15)  7,156,530          --             7,156,530
                                                        871   (8)
Unauthorized trading
 losses and related
 expenses...............       6,963         --          --             6,963          --                 6,963
                          ----------   --------    --------        ----------       -----            ----------
Gross margin............     127,720     18,989         515           147,224          --               147,224
                          ----------   --------    --------        ----------       -----            ----------
Expenses:
General and
 administrative.........      40,821      1,834         583   (9)      43,693          --                43,693
                                                        455   (10)
Depreciation and
 amortization...........      24,523      2,660      (2,660)  (12)     32,270          --                32,270
                                                      7,747   (11)
                          ----------   --------    --------        ----------       -----            ----------
  Total expenses........      65,344      4,494       6,125            75,963          --                75,963
                          ----------   --------    --------        ----------       -----            ----------
Operating income........      62,376     14,495      (5,610)           71,261          --                71,261
Interest expense........     (28,691)        --     (12,069)  (13)    (40,760)       (811)      (5)     (41,571)
Gain on sale of assets..      48,188         --          --            48,188          --                48,188
Interest and other
 income.................      10,776         --          --            10,776          --                10,776
                          ----------   --------    --------        ----------       -----            ----------
Income from continuing
 operations before
 income taxes and
 extraordinary item.....      92,649     14,495     (17,679)           89,465         811                88,654
Income tax expense......          --      6,598      (6,598)  (14)         --          --                    --
                          ----------   --------    --------        ----------       -----            ----------
Income from continuing
 operations before
 extraordinary item.....  $   92,649   $  7,897    $(11,081)       $   89,465       $ 811            $   88,654
                          ==========   ========    ========        ==========       =====            ==========
Basic and diluted
 earnings per limited
 partner unit...........  $     2.64                               $     2.55       $0.20            $     2.27
                          ==========                               ==========       =====            ==========
Weighted average number
 of units outstanding...      34,386                                   34,386       3,967                38,353
                          ==========                               ==========       =====            ==========

      See notes to unaudited pro forma consolidated financial statements.

                                       4

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

        NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Adjustments

   1. Reflects the net proceeds of borrowings under the bank credit facility
to fund the Murphy acquisition.

   2. Records the assets purchased from Murphy based on the purchase method of
accounting.

   3. Reflects the estimated net proceeds to Plains All American Pipeline of
$100.7 million from the second quarter of 2001 issuance of 3,966,700 common
units at an offering price of $26.05 per common unit, net of underwriters'
discounts and commissions and offering expenses of approximately $4.7 million
and the general partner's capital contribution of approximately $2.1 million
to maintain its aggregate 2% general partner interest.

   4. Reflects the repayment of approximately $100.7 million of debt
outstanding under our bank credit facility with the total net proceeds from
our second quarter of 2001 equity offering.

   5. Reflects adjustments to interest expense to account for (i) the
repayment of approximately $100.7 million of debt outstanding under our bank
credit facility with the total net proceeds from our second quarter of 2001
equity offering, (ii) the repayment of outstanding borrowings under our bank
credit facility with net proceeds raised in the notes offering and (iii) the
increase in total long term debt of $350.0 million from proceeds raised in the
notes offering.

   6. Reflects the estimated net proceeds to Plains All American Pipeline of
$345.2 million from the issuance of $350.0 million aggregate principal amount
of notes, net of initial purchasers' discounts and estimated issuance expenses
of approximately $4.8 million.

   7. Reflects the repayment of outstanding borrowings under the bank credit
facility at March 31, 2001 from net proceeds raised in the notes offering.

   8. Reflects the adjustment of the historical market valuation charge/credit
reflected in Murphy's historical financial statements to reflect such amounts
based on the average cost inventory method utilized by Plains All American
Pipeline. Murphy utilized the last-in, first-out method to determine inventory
cost.

   9. Reflects the elimination of expenses associated with Murphy's pension
plan in which Murphy's employees are no longer entitled to participate so that
general and administrative expenses reflect the ongoing cost of employee
benefits to Plains All American Pipeline.

   10. Reflects Canadian withholding tax (at the rate of 10%) on interest
expense paid on an intercompany loan used to complete the Murphy acquisition.

   11. Reflects pro forma depreciation and amortization expense based on the
purchase price of the Murphy acquisition. The pro forma composite useful
depreciable life of the Murphy assets acquired is 20 years. Debt issue costs
incurred in connection with the acquisition, which totaled $1.3 million, are
amortized using the straight-line method over the term of the related debt.
These costs are not materially different from the amortization of debt issue
costs computed under the interest method.

   12. Reflects the elimination of historical Murphy depreciation and
amortization expense.

                                      5

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

         NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

   13. Reflects pro forma interest expense on (i) borrowings of approximately
$100 million under the Term Loan and (ii) borrowings of $61 million under the
U.S. Revolver. Pro forma interest expense was calculated based on a composite
annual interest rate of 7.5%. The effect of a 1/8% change in the pro forma
interest rate would be approximately $200,000 for the year ended December 31,
2000 and $50,000 for the three month period ended March 31, 2001.

   14. Reflects the elimination of the historical income tax provision as
income taxes will be borne by the partners and not Plains All American
Pipeline.

   15. Reflects revenues and costs of sales related to the Manito pipeline
system for January through June 2000 due to the fact that Murphy purchased the
remaining 47.5% interest in the system effective July, 2000.

Pro Forma As Adjusted Earnings Per Limited Partner Unit

   Pro forma as adjusted earnings per limited partner unit is determined by
dividing the pro forma income from continuing operations that would have been
allocated to the common and subordinated unitholders, which is 98% of pro forma
income from continuing operations, by the number of common and subordinated
units expected to be outstanding at the closing of the offering. For purposes
of this calculation the minimum quarterly distribution was assumed to have been
paid to both common and subordinated unitholders and the number of common and
subordinated units outstanding was assumed to have been outstanding the entire
period. Pursuant to the partnership agreement, to the extent that the minimum
quarterly distribution is exceeded, the general partner is entitled to certain
incentive distributions which will result in less income proportionately being
allocated to the common and subordinated unitholders. Basic and diluted pro
forma earnings per limited partner common and subordinated unit are equal as
there are no dilutive units.

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