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) - May 7, 2002

                       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
                              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 5.   Other Events and Regulation FD Disclosure

          First Quarter Earnings

     Plains All American Pipeline, L.P. today reported net income before unusual
or nonrecurring items and the impact of SFAS 133 of $17.2 million, or $0.38 per
limited partner unit, for the first quarter of 2002 as compared to net income
before unusual or nonrecurring items and the impact of SFAS 133 of $12.8
million, or $0.36 per limited partner unit, for the first quarter of 2001.

     Earnings before interest, taxes, depreciation, amortization and other
noncash items ("EBITDA") for the first quarter of 2002 was $30.6 million, and
cash flow from operations (net income plus noncash items) totaled $24.1 million.
These amounts represent increases of 27% and 38%, respectively, over EBITDA of
$24.1 million and cash flow of $17.5 million recorded for the first quarter of
2001. These EBITDA and cash flow comparisons exclude the impact of the unusual
or nonrecurring items and the impact of SFAS 133.

     The following table reconciles the Partnership's reported net income to the
Partnership's net income before unusual or nonrecurring items and the impact of
SFAS 133:

Dollars in millions, except per unit amounts                               For the Period Ended
                                                                                 March 31,
                                                                          ----------------------
                                                                          2002            2001
                                                                          ----            ----

Reported net income                                                      $ 14.3          $ 13.0
  Per unit                                                               $ 0.31          $ 0.37
Noncash compensation expense                                                  -             0.1
Noncash cumulative effect of accounting change (1)                            -            (0.5)
Noncash SFAS 133 adjustment                                                 2.9             0.2
                                                                         ------          ------
Net income before unusual or nonrecurring items
  and the impact of SFAS 133                                             $ 17.2          $ 12.8
  Per unit                                                               $ 0.38          $ 0.36

- --------------
     Notes:

     (1) Related to the adoption of SFAS 133 on January 1, 2001.

     Total gross margin for the first quarter of 2002 was $38.4 million as
compared to $32.7 million for the first quarter of 2001. Gross margin from
gathering, marketing, terminalling and storage was $19.8 million during the 2002
quarter as compared to $18.8 million during the 2001 quarter. Gross margin for
both periods includes the impacts of the noncash SFAS 133 adjustments that are
listed in the above table. Gross margin from pipeline activities was $18.6
million during the first quarter of 2002 as compared to $13.9 million in the
comparable 2001 quarter.

     The Partnership's long-term debt at March 31, 2002, totaled $391.0 million
as compared to $351.7 million at December 31, 2001. At March 31, 2002,
the Partnership's long-term debt-to-total capitalization ratio was approximately
50%.

     The Partnership's weighted average units outstanding for the first quarter
of 2002 totaled 43.3 million as compared to 34.4 million in last year's first
quarter. At March 31, 2002, the Partnership had 43.3 million units outstanding.

     The Partnership is including in this report as Exhibit 99.1 a press release
dated May 7, 2002. The financial summary tables attached to such press release
are filed herewith. All other portions of the press release are furnished under
Item 9 below.

Item 7. Financial Statements and Exhibits

     (c) Exhibit 99.1 - Press Release dated May 7, 2002.

Item 9. Regulation FD Disclosure

     In accordance with General Instruction B.2. of Form 8K, the information
presented under this Item 9 and the press release attached to this report as
Exhibit 99.1 (other than the financial summary tables attached thereto) 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 shall be expressly set forth
by specific reference in such a filing.

     Year 2002 Estimates

     The Partnership provided its estimates for the year 2002 on Form 8-K on
March 6, 2002. 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 May 6, 2002, excluding the effect of a pending
acquisition with respect to which an 8-K was filed on May 6, 2002. Management
intends to provide estimates for the remainder of the year that incorporate this
acquisition within a reasonable time period following completion of this
acquisition.

     Disclosure of Second Quarter 2002 Estimates

     The following table reflects the Partnership's current estimates of certain
results for the second quarter of 2002. These estimates are based on assumptions
and estimates that management believes are reasonable based on currently
available information; however, management's assumptions and the Partnership's
future performance are both subject to a wide range of business risks and
uncertainties and there is no assurance that these goals and estimates can or
will be met. Any number of factors could cause actual results to differ
materially from those in the following table. The estimates set forth below are
given as of the date hereof only based on information known to us as of May 6,
2002.

                        Operating And Financial Guidance
                       (in thousands except per unit data)

                                                          Quarter Ended
                                                          June 30, 2002
                                                      ---------------------
                                                         Low         High
                                                      --------     --------
                                                              
Gross Margin:
Pipeline                                              $ 17,400     $ 17,800
Marketing, Gathering, Terminalling & Storage            22,300       23,200
                                                      --------     --------
Total Gross Margin                                      39,700       41,000
General & Administrative/Other Exp                      11,200       11,000
                                                        ------       ------
EBITDA*                                               $ 28,500     $ 30,000
Interest Exp                                             6,700        6,500
                                                      --------     --------
Cash Flow from Operations                               21,800       23,500
Depreciation & Amortization                              7,000        7,000
                                                      --------     --------
Net Income (Loss)                                     $ 14,800     $ 16,500
                                                      --------     --------
Net Income (Loss) to LP                               $ 13,793     $ 15,459
Units Outstanding                                       43,253       43,253
Earnings per Unit                                       $ 0.32       $ 0.36
                                                      --------     --------

- --------------------
*    EBITDA means Earnings Before Interest, Taxes, Depreciation, Amortization
     and other non-cash items

Notes and Assumptions:

1.   The results provided do not include any assumptions or forecasts with
     respect to any potential gains or losses related to SFAS 133, "Accounting
     for Derivative Instruments and Hedging Activities".

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 produced by the
     operator of properties from which volumes are shipped. Average pipeline
     volumes are estimated to be approximately 485,000 barrels per day for the
     second quarter of 2002 with Outer Continental Shelf (OCS) volumes estimated
     to make up approximately 13% of these volumes or approximately 62,000
     barrels per day. Revenues are forecast using these volume assumptions,
     current tariffs, and estimates of operating expenses, which management
     believes are reasonable. A 5,000 barrel per day variance in OCS volumes for
     the second quarter would have an approximate $800,000 effect on EBITDA.

3.   Marketing and Transportation, Terminalling and Storage Gross Margin.
     Forecast volumes for Gathering & Marketing are approximately 480,000
     barrels per day for the second quarter of

     2002, consistent with our current business. Revenues are forecast using
     these volume assumptions, estimated per barrel margins that assume a
     modest improvement over current crude oil market conditions, primarily
     beginning in June, and estimates of operating expenses, which management
     believes are reasonable.

4.   General and Administrative Expense. G&A expense is forecast to be between
     $11.0 million and $11.2 million for the second quarter of 2002. This is
     based on current and projected staffing levels and office space
     requirements.

5.   Interest Expense. Second quarter interest expense is forecast to be $6.5 to
     $6.7 million assuming an average debt balance of approximately $385 million
     and an average interest rate of approximately 6.9%, including our current
     interest rate hedges and commitment fees. The forecast is based on
     estimated cash flow, current distribution rates, planned capital projects,
     planned sales of surplus equipment, and forecast levels of inventory and
     other working capital sources and uses, all of which management believes
     are reasonable.

6.   Depreciation & Amortization. Depreciation and Amortization is forecast
     based on recent historical amounts with forecast capital spending
     depreciated using a 10-year average useful life for maintenance capital and
     a 30-year average useful life for other capital expenditures.

7.   Units Outstanding. Our forecast is based on current units outstanding.

8.   Net Income to limited partners (LP). The forecast is based on the current
     annual distribution rate of $2.10 per unit. The amount of net income
     allocated to our limited partnership interests is 98% of the total
     partnership net income less the amount of the general partner's incentive
     distribution. Based on a $2.10 annual distribution level and the current
     units outstanding, the general partner's incentive distribution is forecast
     to be approximately $2.9 million annually.

9.   Capital Expenditures. Total capital expenditures are assumed to be $9.7
     million for the second quarter of 2002. Of these amounts, expansion capital
     is estimated to be $8.5 million during the quarter. Expansion capital
     estimates include approximately $6.3 million for Cushing Expansion Projects
     (Phases II & III). Maintenance capital is estimated to be $1.25 million.

10.  Although acquisitions comprise a key element of our growth strategy, these
     results and estimates do not include any assumptions or forecasts with
     respect to the interests to be acquired from Shell as disclosed in our
     report on Form 8-K filed on May 6, 2002, nor any other 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:

...    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;

...    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;

...    successful integration and future performance of acquired assets;

...    our ability to receive credit on satisfactory terms;

...    shortages or cost increases of power supplies, materials or labor;

...    weather interference with business operations or project construction

...    the impact of current and future laws and governmental regulations;

...    environmental liabilities that are not covered by an indemnity or
     insurance;

...    fluctuations in the debt and equity markets; and

...    general economic, market or business conditions.

     The Partnership undertakes no obligation to publicly update or revise any
forward-looking statements. Further information on risks and uncertainties is
available in the Partnership's filings with the Securities and Exchange
Commission ("SEC"), which are 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: May 7, 2002           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 May 7, 2002

                                                                   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. Announces
               2002 First Quarter Results - EBITDA Increases 27%;
                    Cash Flow from Operations Increases 38%

     (Houston - May 7, 2002) Plains All American Pipeline, L.P. (NYSE: PAA)
today reported net income before unusual or nonrecurring items and the impact of
SFAS 133 of $17.2 million, or $0.38 per limited partner unit, for the first
quarter of 2002 as compared to net income before unusual or nonrecurring items
and the impact of SFAS 133 of $12.8 million, or $0.36 per limited partner unit,
for the first quarter of 2001.

     Earnings before interest, taxes, depreciation, amortization and other
noncash items ("EBITDA") for the first quarter of 2002 was $30.6 million, and
cash flow from operations (net income plus noncash items) totaled $24.1 million.
These amounts represent increases of 27% and 38%, respectively, over EBITDA of
$24.1 million and cash flow of $17.5 million recorded for the first quarter of
2001. These EBITDA and cash flow comparisons exclude the impact of the unusual
or nonrecurring items and the impact of SFAS 133.

     "We are pleased to deliver another quarter of solid financial results to
our unitholders," said Greg L. Armstrong, Chairman and CEO of Plains All
American. "Our overall business continued to perform very well during a
relatively weak crude oil market for gathering and marketing margins. These
results once again reinforce the counter-cyclical balance of our assets and
business strategy. In addition, we continue to experience an attractive
acquisition environment and are moving aggressively to identify, evaluate,
negotiate and close on strategic opportunities such as the Shell transaction
that we announced yesterday. Based on the Shell transaction and continued solid
performance from our base business, we are on track to achieve our stated target
to grow the distribution to unitholders by 10% in 2002."

     The following table reconciles the Partnership's reported net income to the
Partnership's net income before unusual or nonrecurring items and the impact of
SFAS 133:

Dollars in millions, except per unit amounts                                    For the Period Ended
                                                                                      March 31,
                                                                                --------------------
                                                                                  2002       2001
                                                                                 ------    --------
                                                                                      
Reported net income                                                              $ 14.3     $ 13.0
  Per unit                                                                       $ 0.31     $ 0.37
Noncash compensation expense                                                          -        0.1
Noncash cumulative effect of accounting change (1)                                    -      (0.5)
Noncash SFAS 133 adjustment                                                         2.9        0.2
                                                                                 ------     ------
Net income before unusual or nonrecurring items
  and the impact of SFAS 133                                                     $ 17.2     $ 12.8
  Per unit                                                                       $ 0.38     $ 0.36

- ------------
   Notes:
       (1) Related to the adoption of SFAS 133 on January 1, 2001.

     Total gross margin for the first quarter of 2002 was $38.4 million as
compared to $32.7 million for the first quarter of 2001. Gross margin from
gathering, marketing, terminalling and storage was $19.8 million during the 2002
quarter as compared to $18.8 million during the 2001 quarter. Gross margin for
both periods includes the impacts of the noncash SFAS 133 adjustments that are
listed in the above table. Gross margin from pipeline activities was $18.6
million during the first quarter of 2002 as compared to $13.9 million in the
comparable 2001 quarter.

     The Partnership's long-term debt at March 31, 2002, totaled $391.0 million
as compared to $351.7 million at December 31, 2001. At March 31, 2002, the
Partnership's long-term debt-to-total capitalization ratio was approximately
50%.

     The Partnership's weighted average units outstanding for the first quarter
of 2002 totaled 43.3 million as compared to 34.4 million in last year's first
quarter. At March 31, 2002, the Partnership had 43.3 million units outstanding.

     In April, the Partnership declared a cash distribution of $0.525 per unit
on its outstanding Common Units, Class B Common Units, and Subordinated Units.
The distribution will be payable on May 15, 2002, to holders of record of such
units at the close of business on May 6, 2002. 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 $2.10 per unit.

     The Partnership today filed a current report on Form 8-K, which includes
material in this press release as well as guidance for the second quarter of
2002.

Conference Call:

     The Partnership will host a conference call to discuss the results, the
Shell transaction and other forward-looking items on Tuesday, May 7, 2002. The
call will begin at 10:00 AM (Central). To participate in the call, please call
1-800-360-9865 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 1-800-428-6051 and enter PIN # 239736

     The replay will be available beginning Tuesday, May 7, 2002, at
approximately 1:00 PM (Central) and continue until midnight Friday, May 10,
2002.

     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 declines or production interruptions in outer
continental shelf crude oil production located offshore California and
transported on the All American Pipeline, successful consummation of anticipated
acquisitions, availability of third party production volumes for transportation
and marketing, the availability of acquisition opportunities on terms favorable
to the Partnership, successful integration and future performance of assets
acquired, demand for various grades of crude oil and resulting changes in
pricing conditions, successful third party drilling efforts and completion of
announced oil-sands projects, fluctuations in the capital markets and the
availability to Plains All American of credit on satisfactory terms, regulatory
changes, unanticipated shortages or cost increases in materials and skilled
labor, weather interference, 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, Saskatchewan and Manitoba. 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,
                                                                             ------------------------------
                                                                                  2002             2001
                                                                             -----------       ------------
                                                                                         
REVENUES                                                                     $ 1,545,323       $ 1,520,124
COST OF SALES AND OPERATIONS                                                   1,506,935         1,487,394
                                                                             -----------       -----------
Gross Margin                                                                      38,388            32,730
                                                                             -----------       -----------
EXPENSES

General and administrative                                                        10,758             8,989
Depreciation and amortization                                                      6,967             4,670
                                                                             -----------       -----------
Total expenses                                                                    17,725            13,659
                                                                             -----------       -----------
OPERATING INCOME                                                                  20,663            19,071
Interest expense                                                                 (6,453)           (6,606)
Interest and other income (expense)                                                   71                42
                                                                             -----------       -----------
                                                                                      --                --
Income before extraordinary item and
   cumulative effect of accounting change                                         14,281            12,507
Extraordinary item                                                                     -                 -
Cumulative effect of accounting change                                                 -               508
                                                                                       -               ---
                                                                             -----------       -----------
NET INCOME (1)                                                               $    14,281       $    13,015
                                                                             -----------       -----------
BASIC AND DILUTED NET INCOME (LOSS)
PER LIMITED PARTNER UNIT:
     Income before extraordinary item and
        cumulative effect of accounting change                               $      0.31       $      0.36
                                                                             ===========       ===========
     Net income                                                              $      0.31       $      0.37
                                                                             ===========       ===========
WEIGHTED AVERAGE NUMBER OF UNITS
     OUTSTANDING                                                                  43,253            34,386
                                                                             ===========       ===========
OPERATING DATA (in thousands)

Average Daily Volumes (barrels)
     Pipeline activities:
          All American
             Tariff and fee activities                                                67                70
             Margin activities                                                        71                65
          Canadian activities                                                        201                 -
          Other                                                                      154               161
                                                                             -----------       -----------
          Total                                                                      493               296
                                                                             ===========       ===========
     Lease gathering                                                                 399               288
     Bulk purchases                                                                   71                21
                                                                             -----------       -----------
                                                                                      --                --
          Total                                                                      470               309
                                                                             ===========       ===========
                                                                                     ---               ---
     Terminal throughput                                                              68                97
                                                                             ===========       ===========
                                                                                      --                --
Estimated maintenance capital                                                $     1,381       $       409
                                                                             ===========       ===========

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

(1)  Includes a $2.9 million noncash charge attributable to SFAS 133 in the 2002
     period. The 2001 period includes a $0.5 million noncash gain attributable
     to the cumulative effect of accounting change for the adoption of SFAS 133,
     a $0.2 million noncash SFAS 133 mark-to-market charge for the quarter, and
     a $0.1 million charge for noncash compensation expense.
     Excluding the special items, earnings for the 2002 period would have been
     $0.38 per limited partner unit and earnings for the 2001 period would have
     been $0.36 per limited partner unit.

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

                                                            Three Months Ended
                                                                March 31,
                                                          ------------------------
                                                            2002            2001
                                                          --------      ----------
                                                                  
Earnings before interest, taxes, depreciation
     and amortization ("EBITDA") (1)                      $ 30,561        $ 24,071
                                                          ========        ========
Cash flow from operations (net income plus
     noncash items) (1)                                   $ 24,106        $ 17,465
                                                          ========        ========
Cash flow from operations after maintenance
     capital expenditures (1)                             $ 22,725        $ 17,056
                                                          ========        ========

CONDENSED CONSOLIDATED BALANCE SHEET DATA
- ------------------------------------------
(in thousands)
                                                          March 31,    December 31,
                                                            2002           2001
                                                         ----------    ------------
ASSETS                                                   (unaudited)
Current assets                                           $  643,405     $  558,082
Property and equipment, net                                 616,478        604,919
Pipeline linefill                                            57,559         57,367
Other long-term assets, net                                  47,400         40,883
                                                         ----------     ----------
                                                         $1,364,842     $1,261,251
                                                         ==========     ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities                                      $  581,263     $  505,160
Long-term bank debt                                         390,995        351,677
Other long-term liabilities and deferred credits              1,617          1,617
                                                         ----------     ----------
                                                            973,875        858,454
Partners' capital                                           390,967        402,797
                                                         ----------     ----------
                                                         $1,364,842     $1,261,251
                                                         ==========     ==========

- ---------------
(1)  Excludes a $2.9 million noncash charge attributable to SFAS 133 in the 2002
     period. The 2001 period excludes a $0.5 million noncash gain attributable
     to the cumulative effect of accounting change for the adoption of SFAS 133,
     a $0.2 million noncash SFAS 133 mark-to-market charge for the quarter, and
     a $0.1 million charge for noncash compensation expense.