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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) - April 25, 2003

                       Plains All American Pipeline, L.P.
                (Name of Registrant as specified in its charter)

           DELAWARE                       0-9808                76-0582150
  (State or other jurisdiction     (Commission File Number)   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                           333 Clay Street, Suite 1600
                              Houston, Texas 77002
                                 (713) 646-4100
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                                       N/A
         (Former name or former address, if changed since last report.)

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

Item 7.   Financial Statements and Exhibits

           (c) Exhibit 99.1 - Press Release dated April 25, 2003

Item 9 and 12.  Regulation FD Disclosure; Results of Operations and Financial
Condition

     Plains All American Pipeline, L.P. (the "Partnership") today issued a press
release reporting its first quarter results. The Partnership is furnishing the
press release, attached as Exhibit 99.1, pursuant to Item 9 and Item 12 of Form
8-K. The Partnership is also furnishing pursuant to Item 9 its estimates of
certain operating and financial results for the second quarter of 2003. In
accordance with General Instruction B.2. of Form 8-K, the information presented
under this Item 9, including Exhibit 99.1, shall not be deemed "filed" for
purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such a
filing.

Full Year 2003 Estimates

     The Partnership provided its estimates for the full year 2003 on Form 8-K
on February 26, 2003. Management believes that the assumptions and overall
estimates for EBITDA and Net Income contained within that filing remain
reasonable based on information known to us as of April 24, 2003. In March 2003,
we issued 2.6 million common units as part of an equity offering in order to
optimize our capital structure. This issuance increases the number of units
outstanding from 49.6 million units to 52.2 million units. Such equity offering
was not included in the assumptions contained in the February 26, 2003 8-K.
Accordingly, the increase in the number of units will have a dilutive effect on
per-unit measures.

Disclosure of Second Quarter 2003 Estimates

     The following table reflects the Partnership's range of current estimates
of certain results for the second quarter of 2003. These estimates are based on
assumptions and estimates that management believes are reasonable based on
currently available information; however, management's assumptions and our
future performance are both subject to a wide range of business risks and
uncertainties, so we cannot assure you that these goals and estimates can or
will be met. Please refer to the information under the caption "Forward-Looking
Statements and Associated Risks" below. These risks and uncertainties could
cause our actual results to differ materially from those in the following table.
The estimates set forth below are given as of the date hereof, based on
information known to us as of April 24, 2003. EBIT and EBITDA are non-GAAP
financial measures, and are reconciled in the table below to Net Income, the
most directly comparable GAAP measure. EBIT and EBITDA are presented because
management believes they provide additional information with respect to both the
performance of our fundamental business activities, as well as our ability to
meet our future debt service, capital expenditures, and working capital
requirements. Management also believes that debt holders commonly use EBITDA to
analyze company performance.

                        Operating and Financial Guidance
                      (in thousands, except per unit data)

                                                                       Quarter Ended
                                                                       June 30, 2003
                                                                 ------------------------
                                                                    Low            High
                                                                 --------        --------
                                                                           
Gross Margin (excluding depreciation):
Pipeline Operations                                              $24,300         $25,600
Gathering, Marketing,
     Terminalling & Storage Operations                            28,300          29,600
                                                                 -------         -------
Total Gross Margin (excluding depreciation)                       52,600          55,200

G&A / Other Expenses                                              12,600          12,200
                                                                 -------         -------

EBITDA                                                           $40,000         $43,000

Depreciation & Amortization - operations                           9,700           9,600
Depreciation & Amortization - general & administrative             1,600           1,500
                                                                 -------         -------
EBIT                                                              28,700          31,900

Interest Expense                                                   9,000           8,800
                                                                 -------         -------

Net Income                                                       $19,700         $23,100

Net Income to Limited Partners                                   $18,065         $21,397
Weighted Average Units Outstanding                                52,223          52,223
Earnings Per Unit                                                $  0.35         $  0.41

Notes and Assumptions:

1.   EBITDA means Earnings Before Interest, Taxes, Depreciation, and
     Amortization. EBIT means EBITDA less Depreciation and Amortization. The
     forecast presented above does not include assumptions or projections with
     respect to potential gains or losses related to SFAS 133, as there is no
     accurate way to forecast these potential gains or losses. The potential
     gains or losses related to SFAS 133 could materially change reported net
     income (related primarily to non-cash, mark-to-market gains or losses).
     Gross margin excludes depreciation.

2.   Pipeline Gross Margin. Pipeline volume and tariff estimates are based on
     historical operating performance and our outlook for future performance.
     Actual results could vary materially depending on volumes that are shipped.
     Average pipeline volumes are estimated to be approximately 845,000 barrels
     per day for the second quarter of 2003, with Outer Continental Shelf (OCS)
     volumes estimated to make up approximately 7% of these volumes, or
     approximately 60,000 barrels per day (compared to 1Q03 volumes of 59,000
     barrels per day). Volumes on Basin Pipeline for the second quarter are
     forecast at approximately 260,000 barrels per day (compared to 1Q03 volumes
     of 210,000 barrels per day). Revenues are forecast using these volume
     assumptions, current tariffs and estimates of operating expenses, each of
     which management believes are reasonable. A 5,000 barrel per day variance
     in OCS volumes would have an approximate $0.8 million effect on tariff
     revenue for the quarter and an approximate $3.1 million effect on an
     annualized basis. An average 25,000 barrel per day variance in the Basin
     Pipeline System, which is equivalent to an approximate 10% volume variance
     on that pipeline system, would have an approximate $0.9 million effect on
     tariff revenue for the quarter and an approximate $3.8 million effect on an
     annualized basis.

3.   Gathering, Marketing, Terminalling and Storage Gross Margin. Forecast
     volumes for Gathering & Marketing are approximately 505,000 barrels per day
     (approximately 440,000 barrels per day of lease gathering) for the second
     quarter of 2003 (compared to 1Q03 volumes of 503,000 barrels per day
     including 434,000 barrels per day of lease gathering). Gross margin
     excluding depreciation is forecast using these volume assumptions and
     estimates of unit margins and operating expenses, each of which management
     believes are reasonable. A 5,000 barrel per day variance in lease gathering
     volumes would have an approximate $0.2 million effect on gross margin and
     an approximate $0.9 million effect on an annualized basis. A variance in
     bulk purchases would have a substantially lower effect on gross margin as
     these volumes carry lower margins than our lease gathering business.

4.   General and Administrative Expense. G&A expense is forecast to be between
     $12.2 million and $12.6 million for the second quarter of 2003. This is
     based on current and forecast staffing levels and administrative
     requirements.

5.   Interest Expense. Second quarter interest expense is forecast to be between
     $8.8 million and $9.0 million assuming an average debt balance of
     approximately $550 million and an average interest rate of approximately
     6.4%, including our fixed rate debt, current interest rate hedges on
     floating rate debt and commitment fees. The forecast is based on estimated
     cash flow, current distribution rates, planned capital projects, planned
     sales of surplus equipment, forecast timing of collections and payments,
     and forecast levels of inventory and other working capital sources and
     uses, each of which management believes is reasonable.

6.   Depreciation & Amortization. Depreciation and amortization is forecast
     based on our existing depreciable assets and forecast capital expenditures.
     Depreciation is computed using the straight-line method over estimated
     useful lives which range from 5 years for office property and equipment to
     40 years for certain crude oil terminals and facilities. Crude oil
     pipelines are depreciated over 30 years.

7.   Units Outstanding. Our forecast is based on the 52,222,748 units currently
     outstanding. There are no dilutive securities or options issued or
     outstanding.

8.   Net Income per Unit. Net income per limited partner unit (basic and
     diluted) is calculated by dividing the net income allocated to limited
     partners by the weighted average units outstanding during the period. As
     noted below, the net income allocated to limited partners is impacted by
     the income allocated to the general partner and the amount of the incentive
     distribution paid to the general partner.

9.   Potential Effect of Changes in Capital Structure. Interest expense, net
     income and net income per unit estimates are based on our capital structure
     as of April 24, 2003. In keeping with our established financial growth
     strategy of financing acquisitions using a balance of equity and debt, we
     anticipate that we will issue equity in order to reduce a portion of any
     debt associated with any future acquisitions. Depending on the terms, any
     such equity issuance may dilute the net income per unit forecasts included
     in the foregoing table. In addition, we intend to monitor debt capital
     market conditions and may in the future issue additional senior unsecured
     notes, which may bear interest costs greater than the amount included in
     the foregoing guidance. Accordingly,

     the foregoing financial results and per unit estimates will change,
     depending on the timing and the terms of any debt or equity we actually
     issue. Additionally, financing transactions may result in our retiring some
     of our outstanding debt, which could result in a charge to earnings of any
     unamortized debt issuance costs. We have not included any such potential
     charge in our forecast.

10.  Net Income to Limited Partners. The amount of income allocated to our
     limited partnership interests is 98% of the total partnership income after
     deducting the amount of the general partner's incentive distribution. Based
     on a $2.20 annual distribution level and the current units outstanding, our
     general partner's distribution is forecast to be approximately $7.4 million
     annually, of which $5.1 million is attributed to the incentive distribution
     rights. The amount of the incentive distribution changes based on the
     number of units outstanding and the level of the distribution on the units.

11.  Capital Expenditures. Expansion capital expenditures are forecast to be
     approximately $26 million for the second quarter. Maintenance capital
     expenditures are forecast to be approximately $2.5 million for the second
     quarter of 2003.

12.  Although acquisitions comprise a key element of our growth strategy, these
     results and estimates do not include any assumptions or forecasts for any
     material acquisitions that may be made after the date hereof.

Forward-Looking Statements And Associated Risks

All statements, other than statements of historical fact, included in this
report are forward-looking statements, including, but not limited to, statements
identified by the words "anticipate," "believe," "estimate," "expect," "plan,"
"intend" and "forecast" and similar expressions and statements regarding our
business strategy, plans and objectives of our management for future operations.
These statements reflect our current views with respect to future events, based
on what we believe are reasonable assumptions. Certain factors could cause
actual results to differ materially from results anticipated in the
forward-looking statements. These factors include, but are not limited to:

o    abrupt or severe production declines or production interruptions in outer
     continental shelf crude oil production located offshore California and
     transported on the All American Pipeline;
o    declines in volumes shipped on the Basin Pipeline and our other pipelines
     by third party shippers;
o    the availability of adequate supplies of and demand for crude oil in the
     areas in which we operate;
o    the effects of competition;
o    the success of our risk management activities;
o    the impact of crude oil price fluctuations;
o    the availability (or lack thereof) of acquisition or combination
     opportunities;
o    successful integration and future performance of acquired assets;
o    continued creditworthiness of, and performance by, our counterparties;
o    successful third-party drilling efforts in areas in which we operate
     pipelines or gather crude oil;
o    our levels of indebtedness and our ability to receive credit on
     satisfactory terms;
o    shortages or cost increases of power supplies, materials or labor;
o    weather interference with business operations or project construction;

o    the impact of current and future laws and governmental regulations;
o    the currency exchange rate of the Canadian dollar;
o    environmental liabilities that are not covered by an indemnity or
     insurance;
o    fluctuations in the debt and equity markets; and
o    general economic, market or business conditions.

We undertake no obligation to publicly update or revise any forward-looking
statements. Further information on risks and uncertainties is available in our
filings with the Securities and Exchange Commission, which information is
incorporated by reference herein.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          PLAINS ALL AMERICAN PIPELINE, L.P.

Date:  April 25, 2003     By: Plains AAP, L. P., its general partner

                                By:  Plains All American GP LLC, its general
                                     partner

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

                                  EXHIBIT INDEX

 Exhibit
 Number                                               Description
 -------                                              -----------
 99.1                                        Press Release dated April 25, 2003

                                                                    EXHIBIT 99.1

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

FOR IMMEDIATE RELEASE

                   Plains All American Pipeline, L.P. Reports
                    Financial Results for First Quarter 2003

     (Houston - April 25, 2003) Plains All American Pipeline, L.P. (NYSE: PAA)
today reported net income of $24.4 million, or $0.46 per limited partner unit,
for the first quarter of 2003, an increase of 71 percent and 48 percent,
respectively, as compared to net income of $14.3 million, or $0.31 per limited
partner unit, for the first quarter of 2002. Earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the first quarter of 2003 were
$44.4 million, an increase of 60% as compared with EBITDA of $27.7 million for
the first quarter of 2002.

     "Our business strategy, our organization and the counter-cyclical balance
of our assets performed very well in the first quarter, a period marked by
significant crude oil market volatility," said Greg L. Armstrong, Chairman and
CEO of Plains All American. "The Venezuelan oil workers strike, cold weather,
low inventory levels and concerns over war combined to create a volatile crude
oil market throughout the first quarter, marked by periods of steep
backwardation. Generally speaking, our margins are more robust in a backwardated
market as opposed to a contango market as the premium we receive for prompt
crude oil deliveries more than offsets the reduced storage opportunities. In
addition, the cold weather experienced in the U.S. and Canada also contributed
to higher seasonal demand for the wholesale LPGs that we market, resulting in
higher margins for that portion of our business."

     Net income for the first quarter of 2003 includes a noncash, mark-to-market
gain of $0.9 million due to the impact of Statement of Financial Accounting
Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging
Activities." Net income for the first quarter of 2002 includes a noncash,
mark-to-market loss of $2.9 million due to the impact of SFAS 133. Historically,
the Partnership has excluded the impact of SFAS 133 from financial measures such
as EBITDA because the Partnership believes such treatment more accurately
measures performance. New rules applicable to filings with the Securities and
Exchange Commission, however, prohibit the exclusion of SFAS 133 impacts from
non-GAAP performance measures. To ensure consistency with the Partnership's
future SEC filings and to comply with the new rules, the noncash, mark-to-market
impacts of SFAS 133 have not been excluded from the calculation of EBITDA for
either period.

                                   -- MORE --

     The following table details certain items that the Partnership believes
affect the comparability of financial results between reporting periods:

                                               For the Period Ended
                                                    March 31,
                                             -------------------------
                                               2003             2002
                                             --------        ---------
                                               (Dollars in millions)
Impact of SFAS 133 noncash mark-to-market
 adjustment on net income                      $0.9           $(2.9)

     The following table presents certain selected financial information by
segment:

                                                                 Gathering,
                                                                 Marketing,
                                                              Terminalling &
                                                 Pipeline         Storage
                                                Operations      Operations       Total
                                                ----------    --------------   ----------
                                                         (Dollars in millions)
                                                                        
Three Months Ended March 31, 2003(1)
Revenues                                          $169.0          $3,123.1       $3,292.1
Cost of sales and operations (excluding
 depreciation)                                     144.2           3,090.3        3,234.5
                                                  ------          --------       --------
Gross margin excluding depreciation                 24.8              32.8           57.6
General and administrative expenses(2)               4.6               8.5           13.1
                                                  ------          --------       --------
Gross profit excluding depreciation               $ 20.2          $   24.3       $   44.5
                                                  ======          ========       ========
Three Months Ended March 31, 2002(1)
Revenues                                          $ 88.5          $1,460.0       $1,548.5
Costs of sales and operations (excluding
 depreciation)                                      70.0           1,440.1        1,510.1
                                                  ------          --------       --------
Gross margin excluding depreciation                 18.5              19.9           38.4
General and administrative expenses(2)               3.3               7.5           10.8
                                                  ------          --------       --------
Gross profit excluding depreciation               $ 15.2          $   12.4       $   27.6
                                                  ======          ========       ========

- -------------------
(1)  Revenues and costs of sales and operations include inter-segment amounts.

(2)  General and administrative (G&A) expenses reflect direct costs attributable
     to each segment and an allocation of other expenses to the segments based
     on the business activities that existed at that time. For comparison
     purposes, we have reclassified G&A by segment for the first quarter of 2002
     to conform to the refined presentation used beginning in the third quarter
     of 2002. The proportional allocations by segment require judgment by
     management and will continue to be based on the business activities that
     exist during each period.

     Total gross margin excluding depreciation for the first quarter of 2003 was
$57.6 million as compared to $38.4 million for the first quarter of 2002. Gross
margin excluding depreciation from pipeline activities was $24.8 million during
the first quarter of 2003 as compared to $18.5 million in the comparable 2002
quarter. Gross margin excluding depreciation from gathering, marketing,
terminalling and storage activities was $32.8 million during the 2003 quarter as
compared to $19.9 million during the 2002 quarter. Gross margin excluding
depreciation for both periods includes the items that affect comparability of
financial results that are detailed in the above table.

     Total gross profit excluding depreciation (gross margin excluding
depreciation less G&A expenses) for the first quarter of 2003 was $44.5 million
as compared to $27.6 million for the first quarter of 2002. Gross profit
excluding depreciation from pipeline activities was $20.2 million during the
first quarter of 2003 as compared to $15.2 million in the comparable 2002
quarter. Gross profit excluding depreciation from gathering, marketing,
terminalling and storage activities was $24.3 million during the 2003 quarter as
compared to $12.4 million during the 2002 quarter. Gross profit excluding
depreciation for both periods includes the items that affect comparability of
financial results that are detailed in the above table.

     The Partnership's weighted average units outstanding for the first quarter
of 2003 totaled 50.2 million as compared to 43.3 million in last year's first
quarter. At March 31, 2003, the Partnership had 52.2 million units outstanding,
which includes approximately 2.6 million units issued in an equity offering in
early March.

     The Partnership's long-term debt at March 31, 2003, totaled $523.2 million
as compared to $509.7 million at December 31, 2002. At March 31, 2003, the
Partnership's long-term debt-to-total capitalization ratio was approximately
47%.

     On April 24, 2003, the Partnership declared a cash distribution of $0.55
per unit on its outstanding Common Units, Class B Common Units and Subordinated
Units. The distribution will be payable on May 15, 2003, to holders of record of
such units at the close of business on May 5, 2003. The distribution represents
a $0.0125 increase over the previous quarter's distribution and effectively
increases the annualized distribution rate by $0.05 per unit to $2.20 per unit.

     The Partnership today furnished a current report on Form 8-K, which
included material in this press release as well as financial and operational
guidance for the second quarter of 2003.

Disclosure of Non-GAAP Financial Measures

     On March 28, 2003, Regulation G and related amendments to SEC disclosure
rules became effective. The new rules cover press releases, conference calls,
investor presentations and one-on-one meetings with members of the financial
community.

     As a result of these new rules, the Partnership has modified the way in
which it presents certain financial measures, such as EBITDA, in its SEC filings
and other communications with the financial community. The Partnership believes
that this presentation complies with both the letter and spirit of the new
regulations and augments its efforts to continue to provide full and fair
disclosure to the financial community. In addition, the Partnership will
maintain on its website (www.paalp.com) a reconciliation of all non-GAAP
financial information that it discloses to the most comparable GAAP measures. To
access the information, investors should click on the "Non-GAAP Reconciliations"
link on the Partnership's home page.

     With regard to EBITDA, which is used in this release, the Partnership
calculates EBITDA by adding depreciation, amortization and interest expense to
net income. EBITDA is not presented in accordance with generally accepted
accounting principles and is not intended to be used in lieu of GAAP
presentations of results of operations or cash provided by operating activities.
EBITDA is presented because management believes it provides additional
information with respect to both the performance of our fundamental business
activities as well as our ability to meet our future debt service, capital
expenditures and working capital requirements. Management also believes that
debt holders commonly use EBITDA to analyze company performance. A
reconciliation of EBITDA to net income for the periods presented is included in
the tables attached to this release.

     Conference Call:

The Partnership will host a conference call to discuss the results and other
forward-looking items on Friday, April 25, 2003. Specific items to be addressed
in this call include:

     1.   A review of the Partnership's first quarter results;

     2.   First quarter crude oil market conditions, acquisition integration
          activities and activity update;

     3.   Capitalization and liquidity update and review of financial and
          operating guidance for the second quarter of 2003; and

     4.   Summary of goals for 2003 and factors affecting operating performance.

     The call will begin at 10:00 AM (Central). To participate in the call,
please call 877-780-2271 or, for international callers, 973-582-2737 at
approximately 9:55 AM (Central). No password or reservation number is required.

Webcast Instructions:

     To access the Internet webcast, please go to the Partnership's website at
www.paalp.com, choose "investor relations", and then choose "conference calls".
Following the live webcast, the call will be archived for a period of sixty (60)
days on the Partnership's website.

Telephonic Replay Instructions:
Call 877-519-4471 or international call 973-341-3080 and enter PIN # 3868279

     The replay will be available beginning Friday, April 25, 2003, at
approximately 1:00 PM (Central) and continue until midnight Wednesday, April 30,
2003.

     Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements that involve
certain risks and uncertainties. These risks and uncertainties include, among
other things, abrupt or severe production declines or production interruptions
in outer continental shelf production located offshore California and
transported on the All American Pipeline, declines in volumes shipped on the
Basin Pipeline and our other pipelines by third party shippers, the availability
of adequate supplies of and demand for crude oil in the areas in which we
operate, the effects of competition, the success of our risk management
activities, the impact of crude oil price fluctuations, the availability (or
lack thereof) of acquisition opportunities on terms favorable to the
Partnership, successful integration and future performance of assets acquired,
continued credit worthiness of, and performance by, our counterparties,
successful third party drilling efforts in areas in which we operate pipelines
or gather crude oil, our levels of indebtedness and ability to receive credit on
satisfactory terms, regulatory changes, unanticipated shortages or cost
increases in power supplies, materials and skilled labor, weather interference
with business operations or project construction, the currency exchange rate of
the Canadian dollar, environmental liabilities that are not covered by an
indemnity or insurance, fluctuation in the debt and equity capital markets, and
other factors and uncertainties inherent in the marketing, transportation,
terminalling, gathering and storage of crude oil and liquefied petroleum gas
("LPG") discussed in the Partnership's filings with the Securities and Exchange
Commission.

     Plains All American Pipeline, L.P. is engaged in interstate and intrastate
crude oil transportation, terminalling and storage, as well as crude oil and LPG
gathering and marketing activities, primarily in Texas, California, Oklahoma and
Louisiana and the Canadian Provinces of Alberta and Saskatchewan. The
Partnership's common units are traded on the New York Stock Exchange under the
symbol "PAA." The Partnership is headquartered in Houston, Texas.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
- -------------------------------------
(in thousands, except per unit data) (unaudited)

                                                               Three Months Ended
                                                                    March 31,
                                                        ----------------------------------
                                                              2003             2002
                                                        ----------------------------------
                                                                     
REVENUES                                                  $3,281,908       $1,545,323

COST OF SALES AND OPERATIONS
  (EXCLUDING DEPRECIATION)                                 3,224,356        1,506,935
                                                          ----------       ----------

Gross Margin excluding depreciation                           57,552           38,388
                                                          ----------       ----------

EXPENSES
General and administrative                                    13,072           10,758
Depreciation and amortization-operations                       9,328            5,908
Depreciation and amortization-general & administrative         1,543            1,059
                                                          ----------       ----------

Total expenses                                                23,943           17,725
                                                          ----------       ----------

OPERATING INCOME                                              33,609           20,663

Interest expense                                              (9,154)          (6,453)
Interest and other income (expense)                             (104)              71
                                                          ----------       ----------
NET INCOME                                                $   24,351       $   14,281
                                                          ==========       ==========

BASIC AND DILUTED NET INCOME PER
  LIMITED PARTNER UNIT                                    $     0.46       $     0.31
                                                          ==========       ==========

WEIGHTED AVERAGE NUMBER OF UNITS
  OUTSTANDING                                                 50,166           43,253
                                                          ==========       ==========

OPERATING DATA (in thousands of barrels per day) (1) (2)

  Pipeline activities:
     Tariff activities
           All American                                           59               67
           Basin                                                 210              n/a
           Other domestic                                        269              152
           Canada                                                194              174
     Margin activities                                            86               71
                                                          ----------       ----------
     Total                                                       818              464
                                                          ==========       ==========
  Crude oil lease gathering                                      434              399
  Crude oil bulk purchases                                        69               71
                                                          ----------       ----------
     Total crude oil                                             503              470
                                                          ==========       ==========
  LPG purchases                                                   67               59
                                                          ==========       ==========
  Cushing terminal throughput                                    175               64
                                                          ==========       ==========

- -----------
(1)  Volumes associated with acquisitions represent weighted average daily
     amounts during the period of acquisition.

(2)  2002 volume information has been adjusted for consistency of comparison
     with 2003 presentation.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (continued)
- --------------------------------------------------------------------------------

FINANCIAL DATA
- --------------
(in thousands) (unaudited)

                                                                           Three Months Ended
                                                                               March 31,
                                                                  -----------------------------------
                                                                       2003                2002
                                                                  --------------      ---------------
                                                                                  
Net Income                                                         $   24,351           $   14,281
Interest expense                                                        9,154                6,453
Depreciation and amortization-operations                                9,328                5,908
Depreciation and amortization-general and administrative                1,543                1,059
                                                                   ----------           ----------
Earnings before interest, taxes, depreciation
   and amortization ("EBITDA")                                     $   44,376           $   27,701
                                                                   ==========           ==========

Net Income                                                         $   24,351           $   14,281
Depreciation and amortization-operations                                9,328                5,908
Depreciation and amortization-general and administrative                1,543                1,059
                                                                   ----------           ----------
Funds flow from operations                                             35,222               21,248
Maintenance capital expenditures                                       (1,590)              (1,873)
                                                                   ----------           ----------
Funds flow from operations after maintenance capital expenditures  $   33,632           $   19,375
                                                                   ==========           ==========

CONDENSED CONSOLIDATED BALANCE SHEET DATA
- -----------------------------------------
(in thousands)
                                                                    March 31,           December 31,
                                                                      2003                  2002
                                                                   ----------          -------------
ASSETS
Current assets                                                     $  583,114           $  602,935
Property and equipment, net                                         1,013,034              952,753
Pipeline linefill                                                      77,316               62,558
Other long-term assets, net                                            43,071               48,329
                                                                   ----------           ----------
                                                                   $1,716,535           $1,666,575
                                                                   ==========           ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities                                                $  587,692           $  637,249
Long-term debt under credit facilities                                323,531              310,126
Senior notes, net of unamortized discount                             199,620              199,610
Other long-term liabilities and deferred credits                       14,112                7,980
                                                                   ----------           ----------
                                                                    1,124,955            1,154,965
Partners' capital                                                     591,580              511,610
                                                                   ----------           ----------
                                                                   $1,716,535           $1,666,575
                                                                   ==========           ==========