SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-A

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

                       PLAINS ALL AMERICAN PIPELINE, L.P.
             (Exact name of registrant as specified in its charter)

                                                                        

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

         500 Dallas, Suite 700
         Houston, Texas                                                           77002
(address of principal executive offices)                                       (Zip Code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS                          NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED:                         EACH CLASS IS TO BE REGISTERED:

Common Units representing
limited partner interests                    New York Stock Exchange

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                   None

                                       -1-

ITEM 1.        DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

               A description of the common units  representing  limited  partner
interests  in Plains  All  American  Pipeline,  L.P.  (the  "Registrant")  to be
registered hereunder is set forth under the captions "Prospectus Summary," "Cash
Distribution  Policy,"  "Description  of the  Common  Units,"  "The  Partnership
Agreement"  and  "Tax   Considerations"  in  the  prospectus   included  in  the
Registrant's  Registration Statement on Form S-1 (No. 333-64107),  as filed with
the  Securities  and  Exchange  Commission  on  September  23,  1998  under  the
Securities  Act of 1933,  as  amended,  and will be set forth in any  prospectus
filed  in  accordance  with  Rule  424(b)   thereunder,   which  description  is
incorporated herein by reference.

ITEM 2.        EXHIBITS

        The following  exhibits to this  Registration  Statement on Form 8-A are
either  filed  herewith or are  incorporated  by  reference  from the  documents
specified, which have been filed with the Securities and Exchange Commission.

               1.   Registrant's   Registration   Statement  on  Form  S-1  (No.
                    333-64107),  as  filed  with  the  Securities  and  Exchange
                    Commission   on  September   23,  1998  (the   "Registration
                    Statement"). 

               2.   Certificate of Limited Partnership of the Registrant.

               3.   Amended and Restated Agreement of Limited Partnership of the
                    Registrant,   which  is   included  as  Appendix  A  to  the
                    prospectus  included in the  Registration  Statement on Form
                    S-1.

               4.   Form  of  Certificate  Evidencing  Common  Units,  which  is
                    included  as  Exhibit  A to  Appendix  A to  the  prospectus
                    included in the Registration Statement on Form S-1.

                                       -2-

                                    SIGNATURE

               Pursuant  to the  requirements  of Section  12 of the  Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 23, 1998

                                        PLAINS ALL AMERICAN PIPELINE, L.P.

                                        BY:   PLAINS ALL AMERICAN INC.
                                              ITS GENERAL PARTNER

                                              By:   /s/ Michael R. Patterson
                                                   ____________________________
                                                   Name: Michael R. Patterson
                                                   Title: Senior Vice President

                                       -3-

                                                                   Exhibit 2

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                       PLAINS ALL AMERICAN PIPELINE, L.P.

         The  undersigned  represents  that it has formed a limited  partnership
pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Act") and
that the  undersigned  has executed  this  Certificate  in  compliance  with the
requirements of the Act. The undersigned further states:

          1.        The name of the limited  partnership  is Plains All American
                    Pipeline, L.P. (the "Partnership").

          2.        The address of the registered  office of the  Partnership in
                    the  State  of  Delaware  and the name  and  address  of the
                    registered   agent  of  the   Partnership   required  to  be
                    maintained by Section  17-104 of the Act at such address are
                    as follows:

                    Name and Address
                    of Registered Agent                               Address of Registered Office
                    -------------------                               ----------------------------

                    Corporation Service Company                       1013 Centre Road
                    1013 Centre Road                                  Wilmington, Delaware 19805-1297
                    Wilmington, Delaware 19805-1297

          3.        The name and business  address of the General  Partner is as
                    follows:

                    General Partner                                   Address
                    ---------------                                   -------

                    Plains All American Inc.                          500 Dallas, Suite 700
                                                                      Houston, Texas 77002

         WHEREFORE, the undersigned has executed this Certificate as of the 16th
day of September, 1998.

                                                PLAINS ALL AMERICAN, INC.,
                                                   as General Partner

                                                By:    /s/ Michael R. Patterson
                                                       -----------------------
                                                Name:  Michael R. Patterson
                                                       -----------------------
                                                Title: Vice President
                                                       -----------------------