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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

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

       Date of Report (Date of earliest event reported) - June 27, 2001

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

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

                          333 Clay Street, Suite 2900
                             Houston, Texas 77002
                                (713) 646-4100
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

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

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Item 5.  Other Events

  Effective as of June 27, 2001, Plains All American Pipeline, L.P. (the
"Partnership") and the Partnership's two principal operating subsidiary
partnerships amended their respective partnership agreements to reflect the
transactions contemplated by the Contribution, Assignment and Amendment
Agreement, dated as of the same date, among Plains All American Pipeline, L.P.,
Plains Marketing, L.P., All American Pipeline, L.P., Plains AAP, L.P., Plains
All American GP LLC and Plains Marketing GP Inc.

Item 7.  Financial Statements and Exhibits

         (c)  Exhibits

              3.1  Amendment No. 4 to the Second Amended and Restated Agreement
                   of Limited Partnership of Plains All American Pipeline, L.P.,
                   dated as of June 27, 2001.

              3.2  Amendment No. 2 to the Amended and Restated Agreement of
                   Limited Partnership of Plains Marketing, L.P., dated as of
                   June 27, 2001.

              3.3. Amendment No. 2 to the Amended and Restated Agreement of
                   Limited Partnership of All American Pipeline, L.P., dated as
                   of June 27, 2001.

                                  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:  July 10, 2001                    By:  Plains AAP, L.P., its general
                                             partner

                                        By:  Plains All American GP LLC, its
                                             general partner

                                              /s/ TIM MOORE
                                        By:  ________________________________
                                        Name:  Tim Moore
                                        Title: Vice President

                               Index to Exhibits

      3.1      Amendment No. 4 to the Second Amended and Restated Agreement of
               Limited Partnership of Plains All American Pipeline, L.P., dated
               as of June 27, 2001.

      3.2      Amendment No. 2 to the Amended and Restated Agreement of Limited
               Partnership of Plains Marketing, L.P., dated as of June 27, 2001.

      3.3.     Amendment No. 2 to the Amended and Restated Agreement of Limited
               Partnership of All American Pipeline, L.P., dated as of June 27,
               2001.

                                                                     EXHIBIT 3.1

              AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP OF
                      PLAINS ALL AMERICAN PIPELINE, L.P.

     THIS AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P. (this "Amendment"),
dated as of June 27, 2001, is entered into and effectuated by Plains AAP, L.P.,
a Delaware limited partnership, as the General Partner, pursuant to the
authority granted to it in Section 13.1(d) of the Second Amended and Restated
Agreement of Limited Partnership of Plains All American Pipeline, L.P., dated as
of November 23, 1998, as amended (the "Partnership Agreement"). Capitalized
terms used but not defined herein are used as defined in the Partnership
Agreement.

    WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the
General Partner may amend any provision of the Partnership Agreement and
execute, swear to, acknowledge, deliver, file and record whatever documents may
be required in connection therewith, to reflect a change that, in the discretion
of the General Partner, does not adversely affect the Limited Partners in any
material respect; and

     WHEREAS, pursuant to a Contribution, Assignment and Amendment Agreement
(the "Contribution Agreement") dated as of the date hereof by and among the
Partnership, Plains Marketing, L.P., All American Pipeline, L.P., the General
Partner, Plains All American GP LLC and Plains Marketing GP Inc., the general
partner interests held by the General Partner in Plains Marketing, L.P. and All
American Pipeline, L.P. were transferred to Plains Marketing GP Inc.; and

     WHEREAS, the Contribution Agreement amended the Partnership Agreement to
permit and reflect the transactions contemplated by the Contribution Agreement,
and provided that the General Partner could further amend the Partnership
Agreement to the extent necessary to carry out the purposes and intent of the
Contribution Agreement; and

     WHEREAS, the General Partner deems it in the best interest of the
Partnership to adopt this Amendment in order to provide that the Partnership
Agreement be amended in all respects to the extent necessary, but only to the
extent necessary, to carry out the purposes and intent of the Contribution
Agreement; and

     NOW, THEREFORE, the Partnership Agreement is hereby amended to add a new
Section 16.11, which reads in its entirety as follows:

     SECTION 16.11  Amendments to Reflect Contribution, Assignment and Amendment
                    Agreement.

          In addition to the amendments to this Agreement contained in that
     certain Contribution, Assignment and Amendment Agreement, dated as of
     June 27, 2001, by and among the Partnership, the Operating Partnerships,
     the General Partner, Plains All American GP LLC and Plains Marketing GP
     Inc., and notwithstanding any other provision of this Agreement to the
     contrary, this Agreement shall be deemed to be further amended and modified
     to the extent necessary, but only to the extent necessary, to carry out the
     purposes and intent of the Contribution, Assignment and Amendment
     Agreement.

     This Amendment will be governed by and construed in accordance with the
laws of the State of Delaware.

     IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.

                                        PLAINS AAP, L.P.
                                        General Partner

                                        By:   Plains All American GP LLC,
                                              its general partner

                                               /s/ TIM MOORE
                                        By:   _______________________________
                                        Name:  Tim Moore
                                        Title: Vice President

                                                                     EXHIBIT 3.2
                  AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP OF
                            PLAINS MARKETING, L.P.

     THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PLAINS MARKETING, L.P. (this "Amendment"), dated as of June 27,
2001, is entered into and effectuated by Plains Marketing GP Inc., a Delaware
corporation, as the General Partner, pursuant to the authority granted to it in
Section 13.1(d) of the Amended and Restated Agreement of Limited Partnership of
Plains Marketing, L.P., dated as of November 17, 1998, as amended (the
"Partnership Agreement").  Capitalized terms used but not defined herein are
used as defined in the Partnership Agreement.

     WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the
General Partner may amend any provision of the Partnership Agreement and
execute, swear to, acknowledge, deliver, file and record whatever documents may
be required in connection therewith, to reflect a change that, in the discretion
of the General Partner, does not adversely affect the Limited Partners in any
material respect; and

     WHEREAS, pursuant to a Contribution, Assignment and Amendment Agreement
(the "Contribution Agreement") dated as of the date hereof by and among the
Partnership, the MLP, All American Pipeline, L.P., Plains AAP, L.P., Plains All
American GP LLC and the General Partner, the general partner interests held by
Plains AAP, L.P. in the Partnership and All American Pipeline, L.P. were
transferred to the General Partner; and

     WHEREAS, the Contribution Agreement amended the Partnership Agreement to
permit and reflect the transactions contemplated by the Contribution Agreement,
and provided that the General Partner could further amend the Partnership
Agreement to the extent necessary to carry out the purposes and intent of the
Contribution Agreement; and

     WHEREAS, the General Partner deems it in the best interest of the
Partnership to adopt this Amendment in order to provide that the Partnership
Agreement be amended in all respects to the extent necessary, but only to the
extent necessary, to carry out the purposes and intent of the Contribution
Agreement; and

     NOW, THEREFORE, the Partnership Agreement is hereby amended to add a new
Section 15.11, which reads in its entirety as follows:

     SECTION 15.11  Amendments to Reflect Contribution, Assignment and Amendment
                    Agreement.

          In addition to the amendments to this Agreement contained in that
     certain Contribution, Assignment and Amendment Agreement, dated as of
     June 27, 2001, by and among the Partnership, the MLP, All American
     Pipeline, L.P., Plains AAP, L.P., Plains All American GP LLC and the
     General Partner, and notwithstanding any other provision of this Agreement
     to the contrary, this Agreement shall be deemed to be further amended and
     modified to the extent necessary, but only to the extent necessary, to
     carry out the purposes and intent of the Contribution, Assignment and
     Amendment Agreement.

     This Amendment will be governed by and construed in accordance with the
laws of the State of Delaware.

     IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.

                                       PLAINS MARKETING GP INC.
                                       General Partner

                                          /s/ TIM MOORE
                                       By:_______________________________
                                       Name:  Tim Moore
                                       Title: Vice President

                                                                     EXHIBIT 3.3

                  AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP OF
                          ALL AMERICAN PIPELINE, L.P.

     THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ALL AMERICAN PIPELINE, L.P. (this "Amendment"), dated as of June
27, 2001, is entered into and effectuated by Plains Marketing GP Inc., a
Delaware corporation, as the General Partner, pursuant to the authority granted
to it in Section 13.1(d) of the Amended and Restated Agreement of Limited
Partnership of All American Pipeline, L.P., dated as of November 17, 1998, as
amended (the "Partnership Agreement").  Capitalized terms used but not defined
herein are used as defined in the Partnership Agreement.

     WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the
General Partner may amend any provision of the Partnership Agreement and
execute, swear to, acknowledge, deliver, file and record whatever documents may
be required in connection therewith, to reflect a change that, in the discretion
of the General Partner, does not adversely affect the Limited Partners in any
material respect; and

     WHEREAS, pursuant to a Contribution, Assignment and Amendment Agreement
(the "Contribution Agreement") dated as of the date hereof by and among the
Partnership, the MLP, Plains Marketing, L.P., Plains AAP, L.P., Plains All
American GP LLC and the General Partner, the general partner interests held by
Plains AAP, L.P. in the Partnership and Plains Marketing, L.P. were transferred
to the General Partner; and

     WHEREAS, the Contribution Agreement amended the Partnership Agreement to
permit and reflect the transactions contemplated by the Contribution Agreement,
and provided that the General Partner could further amend the Partnership
Agreement to the extent necessary to carry out the purposes and intent of the
Contribution Agreement; and

     WHEREAS, the General Partner deems it in the best interest of the
Partnership to adopt this Amendment in order to provide that the Partnership
Agreement be amended in all respects to the extent necessary, but only to the
extent necessary, to carry out the purposes and intent of the Contribution
Agreement; and

     NOW, THEREFORE, the Partnership Agreement is hereby amended to add a new
Section 15.11, which reads in its entirety as follows:

     SECTION 15.11  Amendments to Reflect Contribution, Assignment and Amendment
                    Agreement.

          In addition to the amendments to this Agreement contained in that
     certain Contribution, Assignment and Amendment Agreement, dated as of
     June 27, 2001, by and among the Partnership, the MLP, Plains Marketing,
     L.P., Plains AAP, L.P., Plains All American GP LLC and the General Partner,
     and notwithstanding any other provision of this Agreement to the contrary,
     this Agreement shall be deemed to be further amended and modified to the
     extent necessary, but only to the extent necessary, to carry out the
     purposes and intent of the Contribution, Assignment and Amendment
     Agreement.

     This Amendment will be governed by and construed in accordance with the
laws of the State of Texas.

     IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.

                                             PLAINS MARKETING GP INC.
                                             General Partner

                                                /s/ TIM MOORE
                                             By:____________________________
                                             Name:  Tim Moore
                                             Title: Vice President