AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 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.)

                            333 CLAY ST., SUITE 2900
                              HOUSTON, TEXAS 77002
                                 (713) 646-4100
          (Address of principal executive offices, including zip code)

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

            PLAINS ALL AMERICAN GP LLC 1998 LONG-TERM INCENTIVE PLAN
                PLAINS ALL AMERICAN 2001 PERFORMANCE OPTION PLAN
                          PHANTOM MLP UNIT AGREEMENTS*
                            (Full title of the plans)

                                    TIM MOORE
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           PLAINS ALL AMERICAN GP LLC
                            333 CLAY ST., SUITE 2900
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 646-4100
          (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
          SECURITIES TO BE              AMOUNT TO BE       OFFERING PRICE        AGGREGATE           AMOUNT OF
             REGISTERED                REGISTERED (1)      PER SHARE (2)       OFFERING PRICE    REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
                                                                                     
Common units representing limited
    partner interests............     450,000 units            $26.12             $11,754,000         $2,810
- -------------------------------------------------------------------------------------------------------------------
Subordinated units(3)............     496,117 units            $26.12             $12,958,577         $3,098
- -------------------------------------------------------------------------------------------------------------------
Total............................                                                                     $5,908
===================================================================================================================

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement shall also cover any additional common units or
subordinated units that become issuable 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 or subordinated 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.
(3) There is also registered hereunder an equal number of common units of Plains
All American Pipeline, L.P. as may be issuable upon conversion of the
subordinated units being registered hereby.
* Includes the following Phantom MLP Unit Agreements: Phantom MLP Unit Agreement
for Greg L. Armstrong, Phantom MLP Unit Agreement for A. Patrick Diamond,
Phantom MLP Unit Agreement for Phillip D. Kramer, Phantom MLP Unit Agreement for
Tim Moore, Phantom MLP Unit Agreement for Harry N. Pefanis and Phantom MLP Unit
Agreement for Al Swanson.
================================================================================

    STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SHARES

       In addition to registering 496,117 subordinated units under the Plains
All American 2001 Performance Option Plan and the various Phantom MLP Unit
Agreements, this registration statement is registering an additional 450,000
common units under the Plains All American GP LLC 1998 Long-Term Incentive Plan
pursuant to Instruction E to Form S-8 under the Securities Act of 1933. The
additional common units to be registered by this registration statement are of
the same class as those securities covered by Plains All American Pipeline,
L.P.'s previously filed registration statement on Form S-8 filed on November 17,
1999 (Registration No. 333-91141). The contents of the prior registration
statement, including periodic reports that the partnership filed after the prior
registration statement to maintain current information about the partnership,
are incorporated herein by reference.

                                     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.

                                     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.

     o   the Partnership's Annual Report on Form 10-K for the year ended
         December 31, 2000, filed April 2, 2001;

     o   the Partnership's Quarterly Report on Form 10-Q for the period ended
         March 31, 2001, filed May 15, 2001;

     o   the Partnership's Quarterly Report on Form 10-Q for the period ended
         June 30, 2001, filed August 14, 2001;

     o   the Partnership's Quarterly Report on Form 10-Q for the period ended
         September 30, 2001, filed November 14, 2001;

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

     o   Current Reports on Form 8-K filed with the SEC on April 19, 2001, May
         10, 2001, May 25, 2001, June 11, 2001, June 27, 2001, July 2, 2001,
         July 10, 2001, August 27, 2001, September 27, 2001, October 23, 2001
         and October 26, 2001; and

     o   Amended Current Report on Form 8-K/A filed with the SEC on October 25,
         2001 (this Form 8-K/A amends and supersedes our Current Report on Form
         8-K dated June 22, 2001 and filed with the SEC on June 25, 2001).

     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

                                       2

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 THE SUBORDINATED UNITS.

     The subordinated units are a separate class of interests in the
partnership, and the rights of holders of such interests to participate in
distributions to partners differ from, and are subordinated to, the rights of
the holders of common units. For any given quarter, any available cash will
first be distributed to the general partner and to the holders of common units,
and then will be distributed to the holders of subordinated units depending upon
the amount of available cash for the quarter, the amount of common unit
arrearages, if any, and other factors discussed below.

CONVERSION OF SUBORDINATED UNITS

     The subordination period will generally extend from the closing of the
initial public offering, dated November 23, 1998, until the first day of any
quarter beginning after December 31, 2003 in respect of which (i) distributions
of available cash from operating surplus on the common units and the
subordinated units with respect to each of the three consecutive four-quarter
periods immediately preceding such date equaled or exceeded the sum of the
minimum quarterly distribution on all of the outstanding common units and
subordinated units during such periods, (ii) the adjusted operating surplus
generated during each of the three consecutive four-quarter periods immediately
preceding such date equaled or exceeded the sum of the minimum quarterly
distribution on all of the common units and subordinated units that were
outstanding on a fully diluted basis and the related distribution on the general
partner interests in the partnership and the operating partnership during such
periods, and (iii) there are no outstanding common unit arrearages.

     Prior to the end of the subordination period and to the extent the tests
for conversion described below are satisfied, a portion of the subordinated
units may be eligible to convert into common units prior to December 31, 2003.
Subordinated units will convert into common units on a one-for-one basis on the
first day after the record date established for the distribution in respect of
any quarter ending on or after December 31, 2002 with respect to one-quarter of
the subordinated units outstanding, in respect of which (i) distributions of
available cash from operating surplus on the common units and the subordinated
units with respect to each of the three consecutive four-quarter periods
immediately preceding such date equaled or exceeded the sum of the minimum
quarterly distribution on all of the outstanding common units and subordinated
units during such periods, (ii) the adjusted operating surplus generated during
each of the three consecutive four-quarter periods immediately preceding such
date equaled or exceeded the sum of the minimum quarterly distribution on all of
the common units and subordinated units that were outstanding on a fully diluted
basis and the related distribution on the general partner interests in the
partnership during such periods and (iii) there are no outstanding common unit
arrearages.

     Upon expiration of the subordination period, all remaining subordinated
units will convert into common units on a one-for-one basis and will thereafter
participate, pro rata, with the other common units in distributions of available
cash. In addition, if the general partner of the partnership is removed as
general partner of the partnership under circumstances where cause does not
exist and units held by the general partner and its affiliates are not voted in
favor of such removal, (i) the subordination period will end and all outstanding
subordinated units will immediately convert into common units on a one-for-one
basis, (ii) any existing common unit arrearages will be extinguished and (iii)
the general partner will have the right to convert its general partner interests
(and the right to receive incentive distributions) into common units or to
receive cash in exchange for such interests.

                                       3

LIMITED VOTING RIGHTS

     Holders of subordinated units will generally vote as a class separate from
the holders of common units and will have very limited voting rights. During the
subordination period, common units and subordinated units each vote separately
as a class on the following matters: (i) a sale or exchange of all or
substantially all of the partnership's assets, (ii) the election of a successor
general partner, (iii) a dissolution or reconstitution of the partnership, (iv)
a merger of the partnership, (v) issuance of limited partner interests in
certain circumstances and (vi) certain amendments to the partnership agreement,
including any amendment that would cause the partnership to be treated as an
association taxable as a corporation. The subordinated units are not entitled to
vote on approval of certain actions of the general partner (including the
withdrawal of the general partner or the transfer by the general partner of its
general partner interest or incentive distribution rights under certain
circumstances). Removal of the general partner requires a two-thirds vote of all
outstanding units. Under the partnership agreement, the general partner
generally will be permitted to effect amendments to the partnership agreement
that do not materially adversely affect unitholders.

DISTRIBUTIONS UPON LIQUIDATION

     If the partnership liquidates during the subordination period, under
certain circumstances holders of outstanding common units will be entitled to
receive more per unit in liquidating distributions than holders of outstanding
subordinated units. The per unit difference will be dependent upon the amount of
gain or loss recognized by the partnership in liquidating its assets. Following
conversion of the subordinated units into common units, all units will be
treated the same upon liquidation of the partnership.

     This Description of the Subordinated Units contains terms that are defined
in the partnership agreement. For a more complete understanding of these terms,
please review the partnership agreement attached as Exhibit 3.1 to the Current
Report of Form 8-K filed August 27, 2001 and incorporated herein by reference.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 17-108 of the Delaware Revised 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. The partnership
agreement of Plains All American Pipeline provides that Plains All American
Pipeline will indemnify the general partner, any departing partner, any person
who is or was an affiliate of the general partner or any departing partner, and
any person who is or was an officer, director, partner or trustee of the general
partner or any departing partner or any affiliate of the general partner or any
departing partner, or any person who is or was serving at the request of the
general partner or any departing partner or any affiliate of the general partner
or any departing partner as an officer, director, employee, partner, agent or
trustee of another person (each, an "Indemnitee"), to the fullest extent
permitted by law, from and against any and all losses, claims, damages,
liabilities (joint and several), expenses (including, without limitation, legal
fees and expenses), judgments, fines, penalties, interest, 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 any of the foregoing; provided that in
each case the Indemnitee acted in good faith and in a manner that such
Indemnitee reasonably believed to be in or not opposed to the best interests of
Plains All American Pipeline and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful. Any indemnification
under these provisions will be only out of the assets of Plains All American
Pipeline, and the general partner shall not be personally liable for, or have
any obligation to contribute or loan funds or

                                       4

assets to Plains All American Pipeline to enable it to effectuate, such
indemnification. Plains All American Pipeline is authorized to purchase (or to
reimburse the general partner or its affiliates for the cost of) insurance
against liabilities asserted against and expenses incurred by such persons in
connection with Plains All American Pipeline's activities, regardless of whether
Plains All American Pipeline would have the power to indemnify such person
against such liabilities under the provisions described above.

     The underwriting agreements that the partnership may enter into with
respect to the offer and sale of securities covered by this registration
statement will contain certain provisions for the indemnification of directors
and officers of the partnership and the underwriters or sales agent, as
applicable, against civil liabilities under the Securities Act.

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:

 Exhibit
 Number              Description
 ------              -----------
                  
  5.1            -   Opinion of Vinson & Elkins L.L.P. as to the validity of the securities being registered
 23.1            -   Consent of PricewaterhouseCoopers LLP
 23.2            -   Consent of Vinson & Elkins L.L.P. (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            -   Plains All American GP LLC 1998 Long Term Incentive Plan
 99.2            -   Plains All American 2001 Performance Option Plan
 99.3            -   Phantom MLP Unit Agreement for Greg L. Armstrong
 99.4            -   Phantom MLP Unit Agreement for A. Patrick Diamond
 99.5            -   Phantom MLP Unit Agreement for Phillip D. Kramer
 99.6            -   Phantom MLP Unit Agreement for Tim Moore
 99.7            -   Phantom MLP Unit Agreement for Harry N. Pefanis
 99.8            -   Phantom MLP Unit Agreement for Al Swanson

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

                                       5

         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 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.

                                       6

                                   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 11th day of December,
2001.
                                    PLAINS ALL AMERICAN PIPELINE, L.P.

                                    By:      Plains AAP, L.P.,
                                                 its General Partner

                                    By:      Plains All American GP LLC,
                                                 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 GP LLC 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 the Partnership 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 indicated on the 11th day of December, 2001.

             SIGNATURE                                                               TITLE
             ---------                                                               -----
                                                                                  
     /s/ GREG L. ARMSTRONG
- ----------------------------------------                         Chairman of the Board and Chief Executive Officer
         Greg L. Armstrong                                       (Principal Executive Officer)

     /s/ PHILLIP D. KRAMER
- ----------------------------------------                         Executive Vice President and Chief Financial
         Phillip D. Kramer                                       Officer (Principal Financial and Accounting
                                                                 Officer)

     /s/ EVERARDO GOYANES                                        Director
- ----------------------------------------
         Everardo Goyanes

     /s/ ARTHUR L. SMITH                                         Director
- ----------------------------------------
         Arthur L. Smith

     /s/ ROBERT V. SINNOTT                                       Director
- ----------------------------------------
         Robert V. Sinnott

     /s/ GARY R. PETERSEN                                        Director
- ----------------------------------------
         Gary R. Petersen

     /s/ J. TAFT SYMONDS                                         Director
- ----------------------------------------
         J. Taft Symonds

     /s/ JOHN T. RAYMOND                                         Director
- ----------------------------------------
         John T. Raymond

                                       7

                                INDEX TO EXHIBITS

Exhibit
Number               Description
- -------              -----------
                  
  5.1            -   Opinion of Vinson & Elkins L.L.P. as to the validity of the securities being registered
 23.1            -   Consents of PricewaterhouseCoopers LLP
 23.2            -   Consent of Vinson & Elkins L.L.P. (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            -   Plains All American GP LLC 1998 Long Term Incentive Plan
 99.2            -   Plains All American 2001 Performance Option Plan
 99.3            -   Phantom MLP Unit Agreement for Greg L. Armstrong
 99.4            -   Phantom MLP Unit Agreement for A. Patrick Diamond
 99.5            -   Phantom MLP Unit Agreement for Phillip D. Kramer
 99.6            -   Phantom MLP Unit Agreement for Tim Moore
 99.7            -   Phantom MLP Unit Agreement for Harry N. Pefanis
 99.8            -   Phantom MLP Unit Agreement for Al Swanson

                                       8

                                                                     EXHIBIT 5.1

                       [VINSON & ELKINS L.L.P. LETTERHEAD]

                               December 11, 2001

Plains All American Pipeline, L.P.
333 Clay Street, Suite 2900
Houston, Texas  77002

                       Plains All American Pipeline, L.P.
                       Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Plains All American Pipeline, L.P., a
Delaware limited partnership (the "Partnership"), in connection with the
preparation of the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933 of the offer
and issuance of an aggregate of 450,000 common units (the "Common Units") and
496,117 subordinated units (the "Subordinated Units") of the Partnership, which
includes 496,117 Common Units which may be issuable in exchange for Subordinated
Units following conversion of the Subordinated Units to Common Units, that may
be transferred from time to time pursuant to grants made under the Plains All
American GP LLC 1998 Long-Term Incentive Plan, the Plains All American 2001
Performance Option Plan and the various individual Phantom MLP Unit Agreements
identified in the Registration Statement (collectively, the "Plans").

         In connection with the opinions expressed below, we have examined the
Registration Statement, the Third Amended and Restated Agreement of Limited
Partnership of the Partnership (the "Partnership Agreement"), the Certificate of
Limited Partnership of the Partnership (the "Certificate") filed with the
Secretary of State of Delaware pursuant to the Delaware Revised Uniform Limited
Partnership Act in connection with the formation of the Partnership, and such
other documents as we have deemed necessary or appropriate for purposes of this
opinion.

         Based on the foregoing and subject to the qualifications and
limitations set forth below, we are of the opinion that (i) the Partnership has
been duly formed and is validly existing as a limited partnership under the
Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"); and (ii)
the Common Units and the Subordinated Units to be transferred to participants
under the Plans have been, or when issued in accordance with the provisions of
the Plans or pursuant to other valid Partnership action, will be validly issued
and are, or will be, as the case may be, fully paid and non-assessable, except
as such non-assessability may be limited by Section 17-607 of the Delaware
Revised Uniform Limited Partnership Act.

         We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not admit that this
firm is in the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

         This opinion is rendered on the date hereof and we disclaim any duty to
advise you regarding any changes in the matters addressed herein.

                                       Very truly yours,

                                       /s/ Vinson & Elkins L.L.P.

                                       VINSON & ELKINS L.L.P.

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 22, 2001, except Note 19 which
is as of August 27, 2001, relating to the consolidated financial statements and
the combined financial statements, which appear in the Current Report on Form
8-K of Plains All American Pipeline, L.P. dated August 27, 2001. We also consent
to the incorporation by reference of our report dated August 27, 2001 relating
to the balance sheet of Plains AAP, L.P., which appears in Plains All American
Pipeline L.P.'s Current Report on Form 8-K dated August 27, 2001.

Houston, Texas
December 11, 2001

                                                                    EXHIBIT 99.1

                           PLAINS ALL AMERICAN GP LLC
                          1998 LONG-TERM INCENTIVE PLAN

         SECTION 1. Purpose and History of the Plan.

         (a) Purpose. The Plains All American GP LLC 1998 Long-Term Incentive
Plan (the "Plan") (formerly known as the Plains All American Inc. 1998 Long-Term
Incentive Plan) is intended to promote the interests of Plains All American
Pipeline, L.P., a Delaware limited partnership (the "Partnership"), by providing
to employees and directors of Plains All American GP LLC (the "Company") and its
Affiliates who perform services for the Partnership incentive compensation
awards for superior performance that are based on Units. The Plan is also
contemplated to enhance the ability of the Company and its Affiliates to attract
and retain the services of individuals who are essential for the growth and
profitability of the Partnership and to encourage them to devote their best
efforts to the business of the Partnership, thereby advancing the interests of
the Partnership and its partners.

         (b) History. The Plan was initially established by Plains All American
Inc. On June 8, 2001, the Plan was amended by the Board of Directors of Plains
All American Inc. Effective on June 30, 2001, the Plan, as amended, and all
outstanding Awards thereunder were assumed by the Company. Notwithstanding
anything in the Plan or an Award agreement that provides for the termination of
the Award upon the Participant's termination of employment with Plains All
American Inc. and its Affiliates, the transfer of a Participant's employment to
the Company pursuant to the Pension and Employee Benefits Assumption and
Transition Agreement shall be deemed not to be a termination of the
Participant's employment for purposes of such Award. The Plan is herein set
forth and restated as amended.

         SECTION 2. Definitions.

         As used in the Plan, the following terms shall have the meanings set
forth below:

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.

         "Award" means an Option or Restricted Unit granted under the Plan.

         "Board" means the Board of Directors of the Company.

         "Committee" means the Compensation Committee of the Board or such other
committee of the Board appointed to administer the Plan.

         "DER" means a contingent right, granted in tandem with a specific
Restricted Unit, to receive an amount in cash equal to the cash distributions
made by the Partnership with respect to a Unit during the period such Restricted
Unit is outstanding.

         "Director" means a "non-employee director" of the Company as defined in
Rule 16b-3.

         "Employee" means any employee of the Company or an Affiliate, as
determined by the Committee.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" means the closing sales price of a Unit on the
applicable date (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street
Journal (or other reporting service approved by the Committee). In the event
Units are not publicly traded at the time a determination of fair market value
is required to be made hereunder, the determination of fair market value shall
be made in good faith by the Committee.

         "Option" means an option to purchase Units granted under the Plan.

         "Participant" means any Employee or Director granted an Award under the
Plan.

         "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Plains All American Pipeline, L.P.

         "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.

         "Restricted Period" means the period established by the Committee with
respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant. Notwithstanding anything in the Plan
to the contrary, the Restricted Period with respect to any Award granted to an
Employee may not terminate prior to the end of the Subordination Period (as
defined in the Partnership Agreement).

         "Restricted Unit" means a phantom unit granted under the Plan which
upon or following vesting entitles the Participant to receive a Unit.

         "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.

         "SEC" means the Securities and Exchange Commission, or any successor
thereto.

         "Unit" means a Common Unit of the Partnership.

         SECTION 3.  Administration.

         The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan,

                                      -2-

including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers and
duties as the Committee may impose. Upon any such delegation all references in
the Plan to the "Committee", other than in Section 7, shall be deemed to include
the Chief Executive Officer; provided, however, that such delegation shall not
limit the Chief Executive Officer's right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards
to, or take any action with respect to any Award previously granted to, a person
who is an officer subject to Rule 16b-3 or a member of the Board. Subject to the
foregoing limitation, the Chief Executive Officer is deemed to have been
delegated the power hereunder, at any time on or after June 8, 2001, to grant
(i) Awards of up to 100,000 Units and (ii) Awards to newly hired Employees.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Units to be covered by Awards; (iv) determine the terms
and conditions of any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled, exercised, canceled, or forfeited;
(vi) interpret and administer the Plan and any instrument or agreement relating
to an Award made under the Plan; (vii) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (viii) make any other determination
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations, and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all Persons, including the Company, the Partnership, any Affiliate, any
Participant, and any beneficiary of any Award.

         SECTION 4. Units Available for Awards.

         (a) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Awards may be granted under the Plan
is 1,425,000. If any Award is forfeited or otherwise terminates or is canceled
without the delivery of Units, then the Units covered by such Award, to the
extent of such forfeiture, termination or cancellation, shall again be Units
with respect to which Awards may be granted.

         (b) Sources of Units Deliverable Under Awards. Any Units delivered
pursuant to an Award shall consist, in whole or in part, of Units acquired in
the open market, from any Affiliate, the Partnership or any other Person, or any
combination of the foregoing, as determined by the Committee in its discretion;
provided, however, in no event may the number of Units acquired in an issuance
from the Partnership for delivery pursuant to Awards granted under the Plan
exceed 975,000.

         (c) Adjustments. In the event that the Committee determines that any
distribution (whether in the form of cash, Units, other securities, or other
property), recapitalization, split, reverse split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Units
or other securities of the Partnership, issuance of warrants or other rights to
purchase Units or other securities of the Partnership, or other similar
transaction or event affects the Units such that an adjustment is determined by
the Committee to be appropriate in order to

                                      -3-

prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Units (or
other securities or property) with respect to which Awards may be granted, (ii)
the number and type of Units (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award; provided, that the number of Units subject to any Award
shall always be a whole number.

         SECTION 5. Eligibility.

         Any Employee and Director shall be eligible to be designated a
Participant.

         SECTION 6. Awards.

         (a) Options. The Committee shall have the authority to determine the
Employees and Directors to whom Options shall be granted, the number of Units to
be covered by each Option, the purchase price therefor and the conditions and
limitations applicable to the exercise of the Option, including the following
terms and conditions and such additional terms and conditions, as the Committee
shall determine, that are not inconsistent with the provisions of the Plan.

                  (i) Exercise Price. The purchase price per Unit purchasable
         under an Option shall be determined by the Committee at the time the
         Option is granted but shall not be less than its Fair Market Value as
         of the date of grant.

                  (ii) Time and Method of Exercise. The Committee shall
         determine the Restricted Period, i.e., the time or times at which an
         Option may be exercised in whole or in part, and the method or methods
         by which payment of the exercise price with respect thereto may be made
         or deemed to have been made which may include, without limitation,
         cash, check acceptable to the Company, a "cashless-broker" exercise
         (through procedures approved by the Company), other securities or other
         property, a note from the Participant (in a form acceptable to the
         Company), or any combination thereof, having a Fair Market Value on the
         exercise date equal to the relevant exercise price.

                  (iii) Term. Subject to earlier termination as provided in the
         grant agreement or the Plan, each Option shall expire on the 10th
         anniversary of its date of grant.

                  (iv) Forfeiture. Except as otherwise provided in the terms of
         the Option grant, upon termination of a Participant's employment with
         the Company and its Affiliates or membership on the Board, whichever is
         applicable, for any reason during the applicable Restricted Period, all
         Options shall be forfeited by the Participant. The Committee may, in
         its discretion, waive in whole or in part such forfeiture with respect
         to a Participant's Options.

         (b) Restricted Units. The Committee shall have the authority to
determine the Employees and Directors to whom Restricted Units shall be granted,
the number of Restricted Units to be granted to each such Participant, the
duration of the Restricted Period, the conditions under which the Restricted
Units may become vested or forfeited, and such other terms and

                                      -4-

conditions as the Committee may establish with respect to such Awards, including
whether DERs are granted with respect to such Restricted Units.

                  (i) DERs. To the extent provided by the Committee, in its
         discretion, a grant of Restricted Units may include a tandem DER grant,
         which may provide that such DERs shall be paid directly to the
         Participant, be credited to a bookkeeping account (with or without
         interest in the discretion of the Committee) subject to the same
         restrictions as the tandem Award, or be subject to such other
         provisions or restrictions as determined by the Committee in its
         discretion. Notwithstanding the foregoing however, DERs shall not be
         granted with respect to any Award prior to the end of the Subordination
         Period

                  (ii) Forfeiture. Except as otherwise provided in the terms of
         the Restricted Units grant, upon termination of a Participant's
         employment with the Company and its Affiliates or membership on the
         Board, whichever is applicable, for any reason during the applicable
         Restricted Period, all Restricted Units shall be forfeited by the
         Participant. The Committee may, in its discretion, waive in whole or in
         part such forfeiture with respect to a Participant's Restricted Units.

                  (iii) Lapse of Restrictions. Upon the vesting of each
         Restricted Unit, the Participant shall be entitled to receive from the
         Company one Unit, subject to the provisions of Section 8(b).

         (c) General.

                  (i) Awards May Be Granted Separately or Together. Awards may,
         in the discretion of the Committee, be granted either alone or in
         addition to, in tandem with, or in substitution for any other Award
         granted under the Plan or any award granted under any other plan of the
         Company or any Affiliate, including the Management Incentive Plan.
         Awards granted in addition to or in tandem with other Awards or awards
         granted under any other plan of the Company or any Affiliate may be
         granted either at the same time as or at a different time from the
         grant of such other Awards or awards.

                  (ii) Limits on Transfer of Awards.

                           (A) Except as provided in (C) below, each Option
                  shall be exercisable only by the Participant during the
                  Participant's lifetime, or by the person to whom the
                  Participant's rights shall pass by will or the laws of descent
                  and distribution.

                           (B) Except as provided in (C) below, no Award and no
                  right under any such Award may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or encumbered
                  by a Participant otherwise than by will or by the laws of
                  descent and distribution and any such purported assignment,
                  alienation, pledge, attachment, sale, transfer or encumbrance
                  shall be void and unenforceable against the Company or any
                  Affiliate.

                           (C) To the extent specifically provided by the
                  Committee with respect to an Option grant, an Option may be
                  transferred by a Participant without consideration to
                  immediate family members or related family trusts, limited

                                      -5-

                  partnerships or similar entities or on such terms and
                  conditions as the Committee may from time to time establish.

                  (iii) Term of Awards. The term of each Award shall be for such
         period as may be determined by the Committee.

                  (iv) Unit Certificates. All certificates for Units or other
         securities of the Partnership delivered under the Plan pursuant to any
         Award or the exercise thereof shall be subject to such stop transfer
         orders and other restrictions as the Committee may deem advisable under
         the Plan or the rules, regulations, and other requirements of the SEC,
         any stock exchange upon which such Units or other securities are then
         listed, and any applicable federal or state laws, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  (v) Consideration for Grants. Awards may be granted for no
         cash consideration or for such consideration as the Committee
         determines including, without limitation, such minimal cash
         consideration as may be required by applicable law.

                  (vi) Delivery of Units or other Securities and Payment by
         Participant of Consideration. Notwithstanding anything in the Plan or
         any grant agreement to the contrary, delivery of Units pursuant to the
         exercise or vesting of an Award may be deferred for any period during
         which, in the good faith determination of the Committee, the Company is
         not reasonably able to obtain Units to deliver pursuant to such Award
         without violating the rules or regulations of any applicable law or
         securities exchange. No Units or other securities shall be delivered
         pursuant to any Award until payment in full of any amount required to
         be paid pursuant to the Plan or the applicable Award grant agreement
         (including, without limitation, any exercise price or tax withholding)
         is received by the Company. Such payment may be made by such method or
         methods and in such form or forms as the Committee shall determine,
         including, without limitation, cash, other Awards, withholding of
         Units, cashless-broker exercises with simultaneous sale, or any
         combination thereof; provided that the combined value, as determined by
         the Committee, of all cash and cash equivalents and the Fair Market
         Value of any such Units or other property so tendered to the Company,
         as of the date of such tender, is at least equal to the full amount
         required to be paid to the Company pursuant to the Plan or the
         applicable Award agreement.

         SECTION 7. Amendment and Termination.

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:

                  (i) Amendments to the Plan. Except as required by applicable
         law or the rules of the principal securities exchange on which the
         Units are traded and subject to Section 7(ii) below, the Board or the
         Committee may amend, alter, suspend, discontinue, or terminate the Plan
         in any manner, including increasing the number of Units available for
         Awards under the Plan, without the consent of any partner, Participant,
         other holder or beneficiary of an Award, or other Person; provided,
         however, that no amendment may

                                      -6-

         be made without the approval of a Unit Majority (as defined in the
         Partnership Agreement) that would either accelerate, with respect to an
         Award granted to an Employee, vesting to a date prior to the end of the
         Subordination Period or permit DERs to be granted prior to the end of
         the Subordination Period.

                  (ii) Amendments to Awards. The Committee may waive any
         conditions or rights under, amend any terms of, or alter any Award
         theretofore granted, provided no change, other than pursuant to Section
         7(iii), in any Award shall materially reduce the benefit to Participant
         without the consent of such Participant.

                  (iii) Adjustment of Awards Upon the Occurrence of Certain
         Unusual or Nonrecurring Events. The Committee is hereby authorized to
         make adjustments in the terms and conditions of, and the criteria
         included in, Awards in recognition of unusual or nonrecurring events
         (including, without limitation, the events described in Section 4(c) of
         the Plan) affecting the Partnership or the financial statements of the
         Partnership, or of changes in applicable laws, regulations, or
         accounting principles, whenever the Committee determines that such
         adjustments are appropriate in order to prevent dilution or enlargement
         of the benefits or potential benefits intended to be made available
         under the Plan.

         SECTION 8. General Provisions.

         (a) No Rights to Awards. No Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants. The terms and conditions of Awards need not be the same with
respect to each recipient.

         (b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or from
any compensation or other amount owing to a Participant the amount (in cash,
Units, other securities, Units that would otherwise be issued pursuant to such
Award or other property) of any applicable taxes payable in respect of the grant
of an Award, its exercise, the lapse of restrictions thereon, or any payment or
transfer under an Award or under the Plan and to take such other action as may
be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

         (c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate or to remain on the Board, as applicable. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award agreement.

         (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.

         (e) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it

                                      -7-

cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person or Award and the
remainder of the Plan and any such Award shall remain in full force and effect.

         (f) Other Laws. The Committee may refuse to issue or transfer any Units
or other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer or such Units or such other consideration might
violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Partnership or an
Affiliate to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

         (g) No Trust or Fund Created. Neither the Plan nor the Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any general unsecured creditor of the
Company or any Affiliate.

         (h) No Fractional Units. No fractional Units shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Units or whether such fractional Units or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

         (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

         SECTION 9. Term of the Plan.

         The Plan shall be effective on the date of its approval by the Board
and shall continue until the date terminated by the Board or Units are no longer
available for grants of Awards under the Plan, whichever occurs first. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted prior to such termination, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under such Award,
shall extend beyond such termination date.

                                      -8-

                                                                    EXHIBIT 99.2

                               PLAINS ALL AMERICAN
                          2001 PERFORMANCE OPTION PLAN

         SECTION 1. Purpose of the Plan.

         The Plains All American 2001 Performance Option Plan (the "Plan") is
intended to promote the interests of Plains All American Pipeline, L.P., a
Delaware limited partnership (the "Partnership"), by providing to employees of
Plains All American GP, LLC and Plains AAP, L.P. (together, the "Company") and
their Affiliates who perform services for the Partnership incentive compensation
awards for superior performance that are based on Units.

         SECTION 2. Definitions.

         As used in the Plan, the following terms shall have the meanings set
forth below:

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.

         "Award" means an Option granted under the Plan.

         "Board" means the Board of Directors of Plains All American GP, LLC.

         "Committee" means the Board or such committee of the Board appointed to
administer the Plan.

         "Employee" means any employee of the Company or an Affiliate, as
determined by the Committee.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" means the closing sales price of a Unit on the
applicable date (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street
Journal (or other reporting service approved by the Committee). In the event
Units are not publicly traded at the time a determination of fair market value
is required to be made hereunder, the determination of fair market value shall
be made in good faith by the Company.

         "Option" means an option to purchase Units granted under the Plan.

         "Participant" means any Employee granted an Award under the Plan.

         "Partnership Agreement" means the Third Amended and Restated Agreement
of Limited Partnership of Plains All American Pipeline, L.P., as it may be
amended from time to time.

         "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.

         "Restricted Period" means the period established by the Committee with
respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant.

         "Section 16(b)" means Section 16(b) of the Exchange Act, or any
successor rule or regulation thereto as in effect from time to time.

         "SEC" means the Securities and Exchange Commission, or any successor
thereto.

         "Unit" means a Subordinated Unit of the Partnership (or, to the extent
converted pursuant to the terms of the Partnership Agreement, a Common Unit of
the Partnership).

         SECTION 3. Administration.

         The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers and
duties as the Committee may impose. Upon any such delegation all references in
the Plan to the "Committee", other than in Section 7, shall be deemed to include
the Chief Executive Officer; provided, however, that such delegation shall not
limit the Chief Executive Officer's right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards
to, or take any action with respect to any Award previously granted to, a person
who is an officer subject to Section 16(b) or a member of the Board. Subject to
the foregoing limitation, the Chief Executive Officer is deemed to have been
delegated the power hereunder to grant Options with respect to Employees who are
not subject to Section 16(b). Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the number of Units to be covered by
Awards; (iii) determine the terms and conditions of any Award; (iv) determine
whether, to what extent, and under what circumstances Awards may be settled,
exercised, canceled, or forfeited; (v) interpret and administer the Plan and any
instrument or agreement relating to an Award made under the Plan; (vi)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (vii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant,
and any beneficiary of any Award.

                                      -2-

         SECTION 4. Units Available for Awards.

         (a) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Awards may be granted under the Plan
is 450,000. If any Award is forfeited or otherwise terminates or is canceled
without the delivery of Units, or if Units are withheld for payment of exercise
price or taxes, then the Units covered by such Award, to the extent of such
forfeiture, termination, cancellation or withholding, shall again be Units with
respect to which Awards may be granted.

         (b) Sources of Units Deliverable Under Awards. Any Units delivered
pursuant to an Award shall consist, in whole or in part, of Units owned by
Plains AAP, L.P. or Units acquired in the open market, from any Affiliate, the
Partnership (provided applicable exchange requirements or other laws permit such
primary issuance) or any other Person, or any combination of the foregoing, as
determined by the Committee in its discretion.

         (c) Adjustments. In the event that the Committee determines that any
distribution (whether in the form of cash, Units, other securities, or other
property), recapitalization, split, reverse split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Units
or other securities of the Partnership, issuance of warrants or other rights to
purchase Units or other securities of the Partnership, or other similar
transaction or event affects the Units such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of Units (or other securities or property) with
respect to which Awards may be granted, (ii) the number and type of Units (or
other securities or property) subject to outstanding Awards, and (iii) the grant
or exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided,
that the number of Units subject to any Award shall always be a whole number.

         SECTION 5. Eligibility.

         Any Employee shall be eligible to be designated a Participant.

         SECTION 6. Options.

         The Committee shall have the authority to determine the Employees to
whom Options shall be granted, the number of Units to be covered by each Option,
the purchase price therefor and the conditions and limitations applicable to the
exercise of the Option, including the following terms and conditions and such
additional terms and conditions, as the Committee shall determine, that are not
inconsistent with the provisions of the Plan:

                  (i) Exercise Price. The purchase price per Unit purchasable
         under an Option shall be determined by the Committee, which, in its
         discretion, may provide for adjustment after the date of grant for
         distributions made with respect to Units.

                  (ii) Time and Method of Exercise. The Committee shall
         determine the Restricted Period, i.e., the time or times at which an
         Option may be exercised in whole or

                                      -3-

         in part, and the method or methods by which payment of the exercise
         price with respect thereto may be made or deemed to have been made in
         accordance with clause (vii) below.

                  (iii) Term. Subject to earlier termination as provided in the
         grant agreement or the Plan, each Option shall expire on the 10th
         anniversary of its date of grant.

                  (iv) Forfeiture. Except as otherwise provided in the terms of
         any grant agreement, upon termination of a Participant's employment
         with the Company and its Affiliates for any reason during the
         applicable Restricted Period, all unvested Options shall be forfeited
         by the Participant. The Committee may, in its discretion, waive in
         whole or in part such forfeiture with respect to a Participant's
         Options.

                  (v) Limits on Transfer of Awards.

                           (A) Except as provided in (C) below or otherwise
                  provided in the terms of any grant agreement, each Option
                  shall be exercisable only by the Participant during the
                  Participant's lifetime, or by the person to whom the
                  Participant's rights shall pass by will or the laws of descent
                  and distribution.

                           (B) Except as provided in (C) below or otherwise
                  provided in the terms of any grant agreement, no Award and no
                  right under any such Award may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or encumbered
                  by a Participant otherwise than by will or by the laws of
                  descent and distribution and any such purported assignment,
                  alienation, pledge, attachment, sale, transfer or encumbrance
                  shall be void and unenforceable against the Company or any
                  Affiliate.

                           (C) To the extent specifically provided by the
                  Committee with respect to a grant, an Option may be
                  transferred by a Participant without consideration to
                  immediate family members or related family trusts, limited
                  partnerships or similar entities or on such terms and
                  conditions as the Committee may from time to time establish.

                  (vi) Unit Certificates. All certificates for Units or other
         securities of the Partnership delivered under the Plan pursuant to any
         Award or the exercise thereof shall be subject to such stop transfer
         orders and other restrictions as the Committee may deem advisable under
         the Plan or the rules, regulations, and other requirements of the SEC,
         any stock exchange upon which such Units or other securities are then
         listed, and any applicable federal or state laws, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  (vii) Delivery of Units or other Securities and Payment by
         Participant of Consideration. Notwithstanding anything in the Plan or
         any grant agreement to the contrary, delivery of Units pursuant to the
         exercise of an Award may be deferred for any period during which, in
         the good faith determination of the Committee, the Company is not
         reasonably able to obtain Units to deliver pursuant to such Award
         without violating the rules or regulations of any applicable law or
         securities exchange. No Units or other securities shall be delivered
         pursuant to any Award until payment in full of any amount

                                      -4-

         required to be paid pursuant to the Plan or the applicable Award grant
         agreement (including, without limitation, any exercise price or tax
         withholding) is received by the Company. Such payment may be made by
         such method or methods and in such form or forms as set forth in any
         grant agreement or as the Committee shall determine, including, without
         limitation, cash, other Awards, Units (including withholding of Units
         that would otherwise be issued pursuant to such Award), cashless-broker
         exercises with simultaneous sale, or any combination thereof; provided
         that the combined value, as determined by the Company, of all cash and
         cash equivalents and the Fair Market Value of any such Units or other
         property so tendered to the Company, as of the date of such tender, is
         at least equal to the full amount required to be paid to the Company
         pursuant to the Plan or the applicable Award agreement.

         SECTION 7. Amendment and Termination.

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:

                  (i) Amendments to the Plan. Except as required by applicable
         law or the rules of the principal securities exchange on which the
         Units are traded and subject to Section 7(ii) below, the Board or the
         Committee may amend, alter, suspend, discontinue, or terminate the Plan
         in any manner, including increasing the number of Units available for
         Awards under the Plan, without the consent of any partner, Participant,
         other holder or beneficiary of an Award, or other Person.

                  (ii) Amendments to Awards. The Committee may waive any
         conditions or rights under, amend any terms of, or alter any Award
         theretofore granted, provided no change, other than pursuant to Section
         7(iii), in any Award shall materially reduce the benefit to a
         Participant without the consent of such Participant.

                  (iii) Adjustment of Awards Upon the Occurrence of Certain
         Unusual or Nonrecurring Events. The Committee is hereby authorized to
         make adjustments in the terms and conditions of, and the criteria
         included in, Awards in recognition of unusual or nonrecurring events
         (including, without limitation, the events described in Section 4(c) of
         the Plan) affecting the Partnership or the financial statements of the
         Partnership, or of changes in applicable laws, regulations, or
         accounting principles, whenever the Committee determines that such
         adjustments are appropriate in order to prevent dilution or enlargement
         of the benefits or potential benefits intended to be made available
         under the Plan.

         SECTION 8. General Provisions.

         (a) No Rights to Awards. No Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants. The terms and conditions of Awards need not be the same with
respect to each recipient.

         (b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or from
any compensation or other amount owing to a Participant the amount (in cash,
Units, other securities, Units that would

                                      -5-

otherwise be issued pursuant to such Award or other property) of any applicable
taxes payable in respect of the grant of an Award, its exercise, the lapse of
restrictions thereon, or any payment or transfer under an Award or under the
Plan and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes.

         (c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate or to remain on the Board, as applicable. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award agreement.

         (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.

         (e) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

         (f) Other Laws. The Committee may refuse to issue or transfer any Units
or other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer or such Units or such other consideration might
violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Partnership or an
Affiliate to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

         (g) No Trust or Fund Created. Neither the Plan nor the Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any general unsecured creditor of the
Company or any Affiliate.

         (h) No Fractional Units. No fractional Units shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Units or whether such fractional Units or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

                                      -6-

         (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

         SECTION 9. Term of the Plan.

         The Plan shall be effective as of June 7, 2001 and shall continue until
the date terminated by the Board or Units are no longer available for grants of
Awards under the Plan, whichever occurs first. However, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
granted prior to such termination, and the authority of the Board or the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award or to waive any conditions or rights under such Award, shall extend beyond
such termination date.

                                      -7-

                                                                    EXHIBIT 99.3

                           PHANTOM MLP UNIT AGREEMENT

         This Agreement is made by and between Plains Holdings Inc., formerly
known as Plains All American Inc. (the "Company"), and Greg L. Armstrong (the
"Grantee").

         WHEREAS, the Grantee holds unvested stock options (the "Unvested
Options") with respect to common stock of Plains Resources Inc. granted to him
pursuant to the Plains' 1996 Stock Incentive Plan (the "1996 Plan"); and

         WHEREAS, the Grantee will become an employee of Plains All American GP
LLC (the "GP LLC") and such Unvested Options shall terminate; and

         WHEREAS, the Company desires to grant the Grantee Phantom MLP Units
with tandem DERs to replace the Unvested Option;

         NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. Grant. The Company hereby grants to the Grantee 8,548 Phantom MLP
         Units with an equal number of tandem distribution equivalent rights
         ("DERs"). A Phantom MLP Unit is a right to receive, upon vesting as
         provided below, a subordinated unit of Plains All American Pipeline,
         L.P. (the "MLP") (or, to the extent such subordinated units have been
         converted into common units, in common units of the MLP ("Units")). A
         tandem DER is a right to receive an amount in cash equal to the
         distributions made by the MLP with respect to a Unit during the period
         beginning on June 30, 2001 and ending on the later of the date the
         tandem Phantom MLP Unit becomes vested or paid, as provided below.

         2. Terms of Phantom MLP Units/DERs.

                  (a) Subject to the further provisions below, the Phantom MLP
                  Units will become vested (payable) as follows:

                                    Units                    Vesting Date
                                    -----                    ------------
                                                       
                           (i)      5,438                       3/19/02
                           (ii)     3,110                       4/15/02

                  (b) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates for any reason other than
                  his death or a "disability", as defined in the 1996 Plan
                  ("Disability"), all of his then outstanding Phantom MLP Units
                  granted pursuant to this Agreement and not then vested shall
                  automatically be forfeited unpaid as of the Grantee's date of
                  termination.

                  (c) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates due to his death or
                  Disability, all of his Phantom MLP Units shall immediately
                  vest.

                  (d) Vested Phantom MLP Units will be paid on each vesting
                  date. "Paid" or "payment" refers to transfer of record
                  ownership.

                  (e) Tandem DERs with respect to the Phantom MLP Units will be
                  credited (without interest), as of the record date of any
                  distribution made by the MLP, to a ledger account (the "DER
                  Account") for the benefit of the Grantee and upon payment of
                  any vested Phantom MLP Units (including any vested units
                  withheld pursuant to Section 3 below), the amounts then
                  credited to the DER Account with respect to such vested units
                  will be paid to the Grantee in cash. Any amount credited to
                  the DER Account with respect to unvested MLP Phantom Units
                  will be forfeited if and at the time such tandem MLP Phantom
                  Units are forfeited.

                  (f) The Phantom MLP Units and tandem DERs may not be assigned,
                  pledged, encumbered or alienated in any manner by the Grantee,
                  other than by will or the laws of descent and distribution.

         3. Taxes. Upon the payment of the Phantom MLP Units and DERs, the
         Company will cause all taxes due as required by applicable law to be
         withheld. The Grantee may elect to have such taxes and any additional
         taxes withheld by withholding a number of Units otherwise payable to
         the Grantee.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of June 30, 2001.

                                        PLAINS HOLDINGS INC.

                                        (F/K/A PLAINS ALL AMERICAN INC.)

                                        By
                                           -------------------------------------

                                        GRANTEE

                                        ----------------------------------------
                                        Greg L. Armstrong

                                      -2-

                                                                    EXHIBIT 99.4

                           PHANTOM MLP UNIT AGREEMENT

         This Agreement is made by and between Plains Holdings Inc., formerly
known as Plains All American Inc. (the "Company"), and A. Patrick Diamond (the
"Grantee").

         WHEREAS, the Grantee holds unvested stock options (the "Unvested
Options") with respect to common stock of Plains Resources Inc. granted to him
pursuant to the Plains' 1996 Stock Incentive Plan (the "1996 Plan"); and

         WHEREAS, the Grantee will become an employee of Plains All American GP
LLC (the "GP LLC") and such Unvested Options shall terminate; and

         WHEREAS, the Company desires to grant the Grantee Phantom MLP Units
with tandem DERs to replace the Unvested Option;

         NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. Grant. The Company hereby grants to the Grantee 12,418 Phantom MLP
         Units with an equal number of tandem distribution equivalent rights
         ("DERs"). A Phantom MLP Unit is a right to receive, upon vesting as
         provided below, a subordinated unit of Plains All American Pipeline,
         L.P. (the "MLP") (or, to the extent such subordinated units have been
         converted into common units, in common units of the MLP ("Units")). A
         tandem DER is a right to receive an amount in cash equal to the
         distributions made by the MLP with respect to a Unit during the period
         beginning on June 30, 2001 and ending on the later of the date the
         tandem Phantom MLP Unit becomes vested or paid, as provided below.

         2. Terms of Phantom MLP Units/DERs.

                  (a) Subject to the further provisions below, the Phantom MLP
                  Units will become vested (payable) as follows:

                                   Units                     Vesting Date
                                   -----                     ------------
                                                       
                          (i)      4,139                        8/1/01

                          (ii)     4,139                        8/1/02

                          (iii)    4,140                        8/1/03

                  (b) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates for any reason other than
                  his death or a "disability", as defined in the 1996 Plan
                  ("Disability"), all of his then outstanding Phantom MLP Units

                  granted pursuant to this Agreement and not then vested shall
                  automatically be forfeited unpaid as of the Grantee's date of
                  termination.

                  (c) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates due to his death or
                  Disability, all of his Phantom MLP Units shall immediately
                  vest.

                  (d) Vested Phantom MLP Units will be paid on each vesting
                  date. "Paid" or "payment" refers to transfer of record
                  ownership.

                  (e) Tandem DERs with respect to the Phantom MLP Units will be
                  credited (without interest), as of the record date of any
                  distribution made by the MLP, to a ledger account (the "DER
                  Account") for the benefit of the Grantee and upon payment of
                  any vested Phantom MLP Units (including any vested units
                  withheld pursuant to Section 3 below), the amounts then
                  credited to the DER Account with respect to such vested units
                  will be paid to the Grantee in cash. Any amount credited to
                  the DER Account with respect to unvested MLP Phantom Units
                  will be forfeited if and at the time such tandem MLP Phantom
                  Units are forfeited.

                  (f) The Phantom MLP Units and tandem DERs may not be assigned,
                  pledged, encumbered or alienated in any manner by the Grantee,
                  other than by will or the laws of descent and distribution.

         3. Taxes. Upon the payment of the Phantom MLP Units and DERs, the
         Company will cause all taxes due as required by applicable law to be
         withheld. The Grantee may elect to have such taxes and any additional
         taxes withheld by withholding a number of Units otherwise payable to
         the Grantee.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of June 30, 2001.

                                           PLAINS HOLDINGS INC.

                                           F/K/A PLAINS ALL AMERICAN INC.

                                           By
                                              ----------------------------------

                                           GRANTEE

                                           -------------------------------------
                                           A. Patrick Diamond

                                      -2-

                                                                    EXHIBIT 99.5

                           PHANTOM MLP UNIT AGREEMENT

         This Agreement is made by and between Plains Holdings Inc., formerly
known as Plains All American Inc. (the "Company"), and Phillip D. Kramer (the
"Grantee").

         WHEREAS, the Grantee holds unvested stock options (the "Unvested
Options") with respect to common stock of Plains Resources Inc. granted to him
pursuant to the Plains' 1996 Stock Incentive Plan (the "1996 Plan"); and

         WHEREAS, the Grantee will become an employee of Plains All American GP
LLC (the "GP LLC") and such Unvested Options shall terminate; and

         WHEREAS, the Company desires to grant the Grantee Phantom MLP Units
with tandem DERs to replace the Unvested Option;

         NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. Grant. The Company hereby grants to the Grantee 9,742 Phantom MLP
         Units with an equal number of tandem distribution equivalent rights
         ("DERs"). A Phantom MLP Unit is a right to receive, upon vesting as
         provided below, a subordinated unit of Plains All American Pipeline,
         L.P. (the "MLP") (or, to the extent such subordinated units have been
         converted into common units, in common units of the MLP ("Units")). A
         tandem DER is a right to receive an amount in cash equal to the
         distributions made by the MLP with respect to a Unit during the period
         beginning on June 30, 2001 and ending on the later of the date the
         tandem Phantom MLP Unit becomes vested or paid, as provided below.

         2. Terms of Phantom MLP Units/DERs.

                  (a) Subject to the further provisions below, the Phantom MLP
                  Units will become vested (payable) as follows:

                                                 Units                    Vesting Date
                                                 -----                    ------------
                                                                    
                                        (i)      5,438                       3/19/02
                                        (ii)     4,304                       4/12/02

                  (b) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates for any reason other than
                  his death or a "disability", as defined in the 1996 Plan
                  ("Disability"), all of his then outstanding Phantom MLP Units
                  granted pursuant to this Agreement and not then vested shall
                  automatically be forfeited unpaid as of the Grantee's date of
                  termination.

                  (c) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates due to his death or
                  Disability, all of his Phantom MLP Units shall immediately
                  vest.

                  (d) Vested Phantom MLP Units will be paid on each vesting
                  date. "Paid" or "payment" refers to transfer of record
                  ownership.

                  (e) Tandem DERs with respect to the Phantom MLP Units will be
                  credited (without interest), as of the record date of any
                  distribution made by the MLP, to a ledger account (the "DER
                  Account") for the benefit of the Grantee and upon payment of
                  any vested Phantom MLP Units (including any vested units
                  withheld pursuant to Section 3 below), the amounts then
                  credited to the DER Account with respect to such vested units
                  will be paid to the Grantee in cash. Any amount credited to
                  the DER Account with respect to unvested MLP Phantom Units
                  will be forfeited if and at the time such tandem MLP Phantom
                  Units are forfeited.

                  (f) The Phantom MLP Units and tandem DERs may not be assigned,
                  pledged, encumbered or alienated in any manner by the Grantee,
                  other than by will or the laws of descent and distribution.

         3. Taxes. Upon the payment of the Phantom MLP Units and DERs, the
         Company will cause all taxes due as required by applicable law to be
         withheld. The Grantee may elect to have such taxes and any additional
         taxes withheld by withholding a number of Units otherwise payable to
         the Grantee.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of June 30, 2001.

                                     PLAINS HOLDINGS INC.

                                     F/K/A PLAINS ALL AMERICAN INC.

                                     By
                                        ----------------------------------------

                                     GRANTEE

                                     -------------------------------------------
                                     Phillip D. Kramer

                                      -2-

                                                                    EXHIBIT 99.6

                           PHANTOM MLP UNIT AGREEMENT

         This Agreement is made by and between Plains Holdings Inc., formerly
known as Plains All American Inc. (the "Company"), and Tim Moore (the
"Grantee").

         WHEREAS, the Grantee holds unvested stock options (the "Unvested
Options") with respect to common stock of Plains Resources Inc. granted to him
pursuant to the Plains' 1996 Stock Incentive Plan (the "1996 Plan"); and

         WHEREAS, the Grantee will become an employee of Plains All American GP
LLC (the "GP LLC") and such Unvested Options shall terminate; and

         WHEREAS, the Company desires to grant the Grantee Phantom MLP Units
with tandem DERs to replace the Unvested Option;

         NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. Grant. The Company hereby grants to the Grantee 11,619 Phantom MLP
         Units with an equal number of tandem distribution equivalent rights
         ("DERs"). A Phantom MLP Unit is a right to receive, upon vesting as
         provided below, a subordinated unit of Plains All American Pipeline,
         L.P. (the "MLP") (or, to the extent such subordinated units have been
         converted into common units, in common units of the MLP ("Units")). A
         tandem DER is a right to receive an amount in cash equal to the
         distributions made by the MLP with respect to a Unit during the period
         beginning on June 30, 2001 and ending on the later of the date the
         tandem Phantom MLP Unit becomes vested or paid, as provided below.

         2. Terms of Phantom MLP Units/DERs.

                  (a) Subject to the further provisions below, the Phantom MLP
                  Units will become vested (payable) as follows:

                                                 Units                    Vesting Date
                                                 -----                    ------------
                                                                    
                                        (i)      3,873                       4/17/02

                                        (ii)     3,873                       4/17/03

                                        (iii)    3,873                       4/16/04

                  (b) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates for any reason other than
                  his death or a "disability", as defined in the 1996 Plan
                  ("Disability"), all of his then outstanding Phantom MLP Units

                  granted pursuant to this Agreement and not then vested shall
                  automatically be forfeited unpaid as of the Grantee's date of
                  termination.

                  (c) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates due to his death or
                  Disability, all of his Phantom MLP Units shall immediately
                  vest.

                  (d) Vested Phantom MLP Units will be paid on each vesting
                  date. "Paid" or "payment" refers to transfer of record
                  ownership.

                  (e) Tandem DERs with respect to the Phantom MLP Units will be
                  credited (without interest), as of the record date of any
                  distribution made by the MLP, to a ledger account (the "DER
                  Account") for the benefit of the Grantee and upon payment of
                  any vested Phantom MLP Units (including any vested units
                  withheld pursuant to Section 3 below), the amounts then
                  credited to the DER Account with respect to such vested units
                  will be paid to the Grantee in cash. Any amount credited to
                  the DER Account with respect to unvested MLP Phantom Units
                  will be forfeited if and at the time such tandem MLP Phantom
                  Units are forfeited.

                  (f) The Phantom MLP Units and tandem DERs may not be assigned,
                  pledged, encumbered or alienated in any manner by the Grantee,
                  other than by will or the laws of descent and distribution.

         3. Taxes. Upon the payment of the Phantom MLP Units and DERs, the
         Company will cause all taxes due as required by applicable law to be
         withheld. The Grantee may elect to have such taxes and any additional
         taxes withheld by withholding a number of Units otherwise payable to
         the Grantee.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of June 30, 2001.

                                          PLAINS HOLDINGS INC.

                                          F/K/A PLAINS ALL AMERICAN INC.

                                          By
                                             -----------------------------------

                                          GRANTEE

                                          --------------------------------------
                                          Tim Moore

                                      -2-

                                                                    EXHIBIT 99.7

                           PHANTOM MLP UNIT AGREEMENT

         This Agreement is made by and between Plains Holdings Inc., formerly
known as Plains All American Inc. (the "Company"), and Harry N. Pefanis (the
"Grantee").

         WHEREAS, the Grantee holds unvested stock options (the "Unvested
Options") with respect to common stock of Plains Resources Inc. granted to him
pursuant to the Plains' 1996 Stock Incentive Plan (the "1996 Plan"); and

         WHEREAS, the Grantee will become an employee of Plains All American GP
LLC (the "GP LLC") and such Unvested Options shall terminate; and

         WHEREAS, the Company desires to grant the Grantee Phantom MLP Units
with tandem DERs to replace the Unvested Option;

         NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. Grant. The Company hereby grants to the Grantee 4,602 Phantom MLP
         Units with an equal number of tandem distribution equivalent rights
         ("DERs"). A Phantom MLP Unit is a right to receive, upon vesting as
         provided below, a subordinated unit of Plains All American Pipeline,
         L.P. (the "MLP") (or, to the extent such subordinated units have been
         converted into common units, in common units of the MLP ("Units")). A
         tandem DER is a right to receive an amount in cash equal to the
         distributions made by the MLP with respect to a Unit during the period
         beginning on June 30, 2001 and ending on the later of the date the
         tandem Phantom MLP Unit becomes vested or paid, as provided below.

         2. Terms of Phantom MLP Units/DERs.

                  (a) Subject to the further provisions below, the Phantom MLP
                  Units will become vested (payable) as follows:

                                                 Units                    Vesting Date
                                                 -----                    ------------
                                                                    
                                        (i)      3,372                        3/19/02

                                        (ii)     1,230                        4/12/02

                  (b) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates for any reason other than
                  his death or a "disability", as defined in the 1996 Plan
                  ("Disability"), all of his then outstanding Phantom MLP Units
                  granted pursuant to this Agreement and not then vested shall
                  automatically be forfeited unpaid as of the Grantee's date of
                  termination.

                  (c) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates due to his death or
                  Disability, all of his Phantom MLP Units shall immediately
                  vest.

                  (d) Vested Phantom MLP Units will be paid on each vesting
                  date. "Paid" or "payment" refers to transfer of record
                  ownership.

                  (e) Tandem DERs with respect to the Phantom MLP Units will be
                  credited (without interest), as of the record date of any
                  distribution made by the MLP, to a ledger account (the "DER
                  Account") for the benefit of the Grantee and upon payment of
                  any vested Phantom MLP Units (including any vested units
                  withheld pursuant to Section 3 below), the amounts then
                  credited to the DER Account with respect to such vested units
                  will be paid to the Grantee in cash. Any amount credited to
                  the DER Account with respect to unvested MLP Phantom Units
                  will be forfeited if and at the time such tandem MLP Phantom
                  Units are forfeited.

                  (f) The Phantom MLP Units and tandem DERs may not be assigned,
                  pledged, encumbered or alienated in any manner by the Grantee,
                  other than by will or the laws of descent and distribution.

         3. Taxes. Upon the payment of the Phantom MLP Units and DERs, the
         Company will cause all taxes due as required by applicable law to be
         withheld. The Grantee may elect to have such taxes and any additional
         taxes withheld by withholding a number of Units otherwise payable to
         the Grantee.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of June 30, 2001.

                                            PLAINS HOLDINGS INC.

                                            F/K/A PLAINS ALL AMERICAN INC.

                                            By
                                               ---------------------------------

                                            GRANTEE

                                            ------------------------------------
                                            Harry N. Pefanis

                                      -2-

                                                                    EXHIBIT 99.8

                           PHANTOM MLP UNIT AGREEMENT

         This Agreement is made by and between Plains Holdings Inc., formerly
known as Plains All American Inc. (the "Company"), and Al Swanson (the
"Grantee").

         WHEREAS, the Grantee holds unvested stock options (the "Unvested
Options") with respect to common stock of Plains Resources Inc. granted to him
pursuant to the Plains' 1996 Stock Incentive Plan (the "1996 Plan"); and

         WHEREAS, the Grantee will become an employee of Plains All American GP
LLC (the "GP LLC") and such Unvested Options shall terminate; and

         WHEREAS, the Company desires to grant the Grantee Phantom MLP Units
with tandem DERs to replace the Unvested Option;

         NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1. Grant. The Company hereby grants to the Grantee 4,436 Phantom MLP
         Units with an equal number of tandem distribution equivalent rights
         ("DERs"). A Phantom MLP Unit is a right to receive, upon vesting as
         provided below, a subordinated unit of Plains All American Pipeline,
         L.P. (the "MLP") (or, to the extent such subordinated units have been
         converted into common units, in common units of the MLP ("Units")). A
         tandem DER is a right to receive an amount in cash equal to the
         distributions made by the MLP with respect to a Unit during the period
         beginning on June 30, 2001 and ending on the later of the date the
         tandem Phantom MLP Unit becomes vested or paid, as provided below.

         2. Terms of Phantom MLP Units/DERs.

                  (a) Subject to the further provisions below, the Phantom MLP
                  Units will become vested (payable) as follows:

                                                 Units                    Vesting Date
                                                 -----                    ------------
                                                                    
                                        (i)      1,109                      11/10/01

                                        (ii)     1,109                      11/10/02

                                        (iii)    1,109                      11/10/03

                                        (iv)     1,109                      11/10/04

                  (b) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates for any reason other than
                  his death or a "disability", as defined in the 1996 Plan
                  ("Disability"), all of his then outstanding Phantom MLP Units
                  granted pursuant to this Agreement and not then vested shall
                  automatically be forfeited unpaid as of the Grantee's date of
                  termination.

                  (c) In the event of the Grantee's termination of employment
                  with the GP LLC and its affiliates due to his death or
                  Disability, all of his Phantom MLP Units shall immediately
                  vest.

                  (d) Vested Phantom MLP Units will be paid on each vesting
                  date. "Paid" or "payment" refers to transfer of record
                  ownership.

                  (e) Tandem DERs with respect to the Phantom MLP Units will be
                  credited (without interest), as of the record date of any
                  distribution made by the MLP, to a ledger account (the "DER
                  Account") for the benefit of the Grantee and upon payment of
                  any vested Phantom MLP Units (including any vested units
                  withheld pursuant to Section 3 below), the amounts then
                  credited to the DER Account with respect to such vested units
                  will be paid to the Grantee in cash. Any amount credited to
                  the DER Account with respect to unvested MLP Phantom Units
                  will be forfeited if and at the time such tandem MLP Phantom
                  Units are forfeited.

                  (f) The Phantom MLP Units and tandem DERs may not be assigned,
                  pledged, encumbered or alienated in any manner by the Grantee,
                  other than by will or the laws of descent and distribution.

         3. Taxes. Upon the payment of the Phantom MLP Units and DERs, the
         Company will cause all taxes due as required by applicable law to be
         withheld. The Grantee may elect to have such taxes and any additional
         taxes withheld by withholding a number of Units otherwise payable to
         the Grantee.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of June 30, 2001.

                                        PLAINS HOLDINGS INC.

                                        F/K/A PLAINS ALL AMERICAN INC.

                                        By
                                           -------------------------------------

                                        GRANTEE

                                        ----------------------------------------
                                        Al Swanson

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