UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

|X|         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                       OR

|_|         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 1-14569

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

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

                           333 Clay Street, Suite 2900
                              Houston, Texas 77002
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (713) 646-4100
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No [ ]

At May 9, 2002, there were outstanding 31,915,939 Common Units, 1,307,190 Class
B Common Units and 10,029,619 Subordinated Units.

               PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                     Page
                                                                     ----
PART I. FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets:
     March 31, 2002, and December 31, 2001.........................   3
Consolidated Statements of Operations:
     For the three months ended March 31, 2002 and 2001............   4
Consolidated Statements of Cash Flows:
     For the three months ended March 31, 2002 and 2001............   5
Consolidated Statement of Partners' Capital:
     For the three months ended March 31, 2002.....................   6
Notes to Consolidated Financial Statements.........................   7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS...........................  12

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
     MARKET RISKS..................................................  17

PART II. OTHER INFORMATION.........................................  18

                                       2

                  PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS

                            (in thousands, except unit data)

                                                                          March 31,    December 31,
                                                                            2002           2001
                                                                         -----------   ------------
                                                                         (unaudited)
                          ASSETS

CURRENT ASSETS
Cash and cash equivalents                                               $     3,301    $     3,511
Accounts receivable and other current assets                                488,662        365,697
Inventory                                                                   151,442        188,874
                                                                        -----------    -----------
Total current assets                                                        643,405        558,082
                                                                        -----------    -----------
PROPERTY AND EQUIPMENT                                                      670,770        653,050
Less allowance for depreciation and amortization                            (54,292)       (48,131)
                                                                        -----------    -----------
                                                                            616,478        604,919
                                                                        -----------    -----------
OTHER ASSETS
Pipeline linefill                                                            57,559         57,367
Other                                                                        47,400         40,883
                                                                        -----------    -----------
                                                                            104,959         98,250
                                                                        -----------    -----------
                                                                        $ 1,364,842    $ 1,261,251
                                                                        ===========    ===========
            LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES

Accounts payable and other current liabilities                          $   457,637    $   386,993
Due to affiliates                                                            19,672         13,685
Short-term debt                                                             103,954        104,482
                                                                        -----------    -----------
Total current liabilities                                                   581,263        505,160

LONG-TERM LIABILITIES
Bank debt                                                                   390,995        351,677
Other long-term liabilities                                                   1,617          1,617
                                                                        -----------    -----------
Total liabilities                                                           973,875        858,454
                                                                        -----------    -----------
COMMITMENTS AND CONTINGENCIES (Note 8)

PARTNERS' CAPITAL
Common unitholders (31,915,939 units outstanding at each date)              399,999        408,562
Class B common unitholders (1,307,190 units outstanding at each date)        19,184         19,534
Subordinated unitholders (10,029,619 units outstanding at each date)        (41,583)       (38,891)
General partner                                                              13,367         13,592
                                                                        -----------    -----------
Total partners' capital                                                     390,967        402,797
                                                                        -----------    -----------
                                                                        $ 1,364,842    $ 1,261,251
                                                                        ===========    ===========

                See notes to consolidated financial statements.

                                       3

                  PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                         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 cumulative effect of accounting change                  14,281         12,507
Cumulative effect of accounting change                                  --              508
                                                                 -----------    -----------
NET INCOME                                                       $    14,281    $    13,015
                                                                 ===========    ===========
NET INCOME  - LIMITED PARTNERS                                   $    13,454    $    12,689
                                                                 ===========    ===========
NET INCOME  - GENERAL PARTNER                                    $       827    $       326
                                                                 ===========    ===========
BASIC AND DILUTED NET INCOME
PER LIMITED PARTNER UNIT
  Income  before cumulative effect of accounting change          $      0.31    $      0.36
  Cumulative effect of accounting change                                --             0.01
                                                                 -----------    -----------
  Net income                                                     $      0.31    $      0.37
                                                                 ===========    ===========
WEIGHTED AVERAGE UNITS OUTSTANDING                                    43,253         34,386
                                                                 ===========    ===========

                See notes to consolidated financial statements.

                                       4

                  PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     (in thousands)
                                      (unaudited)

                                                                                   Three Months Ended March 31,
                                                                                   ----------------------------
                                                                                         2002         2001
                                                                                      ---------    ---------
                                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                                                            $  14,281    $  13,015
Items not affecting cash flows from operating activities:
Depreciation and amortization                                                             6,967        4,670
Cumulative effect of accounting change                                                       --         (508)
Change in derivative fair value                                                           2,855          167
Noncash compensation expense                                                                 --          121
Change in assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable and other                                                          (121,581)      22,150
Inventory                                                                                37,412      (27,144)
Accounts payable and other current liabilities                                           63,219       (2,225)
Due to affiliates                                                                         5,987          322
                                                                                      ---------    ---------
Net cash provided by operating activities                                                 9,140       10,568
                                                                                      ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment                                                     (11,398)      (1,466)
Proceeds from sales of assets                                                                26          434
Cash paid in connection with acquisitions                                               (13,160)      (1,215)
                                                                                      ---------    ---------
Net cash used in investing activities                                                   (24,532)      (2,247)
                                                                                      ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from long-term debt                                                            262,479      478,950
Proceeds from short-term debt                                                           200,000       10,500
Principal payments of long-term debt                                                   (223,137)    (482,400)
Principal payments of short-term debt                                                  (200,528)      (1,300)
Costs incurred in connection with financing arrangements                                   (544)          --
Distributions to unitholders                                                            (23,160)     (16,295)
                                                                                      ---------    ---------
Net cash provided by (used in) financing activities                                      15,110      (10,545)
                                                                                      ---------    ---------
Affect of translation adjustment on cash                                                     72           --
Net decrease in cash and cash equivalents                                                  (210)      (2,224)
Cash and cash equivalents, beginning of period                                            3,511        3,426
                                                                                      ---------    ---------
Cash and cash equivalents, end of period                                              $   3,301    $   1,202
                                                                                      =========    =========

                See notes to consolidated financial statements.

                                       5

               PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

                                 (in thousands)
                                   (unaudited)

                                                                                                                     Total
                                                            Class B                                    General     Partners'
                                  Common Units            Common Units       Subordinated Units        Partner      Capital
                                -----------------       -----------------    ------------------        -------     ---------
                                Units      Amount       Units      Amount     Units       Amount       Amount        Amount
                                -----      ------       -----      ------     -----       ------       ------        ------
                                                                                          
Balance at December 31, 2001    31,916   $ 408,562        1,307   $  19,534    10,030   $ (38,891)   $  13,592    $ 402,797
Distributions                     --       (16,357)        --          (670)     --        (5,140)        (993)     (23,160)
Other comprehensive income        --        (2,134)        --           (87)     --          (671)         (59)      (2,951)
Net income                        --         9,928         --           407      --         3,119          827       14,281
                                ------   ---------    ---------   ---------    ------   ---------    ---------    ---------
Balance at March 31, 2002       31,916   $ 399,999        1,307   $  19,184    10,030   $ (41,583)   $  13,367    $ 390,967
                                ======   =========    =========   =========    ======   =========    =========    =========

                See notes to consolidated financial statements.

                                       6

               PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 -- Organization and Accounting Policies

     We are a Delaware limited partnership formed in September of 1998 to
acquire and operate the midstream crude oil business and assets of Plains
Resources Inc. and its wholly owned subsidiaries. On November 23, 1998, we
completed our initial public offering and the transactions whereby we became the
successor to the business of the midstream subsidiaries of Plains Resources. Our
operations are conducted through Plains Marketing, L.P., All American Pipeline,
L.P. and Plains Marketing Canada, L.P. The terms "Plains All American" and the
"Partnership" herein refer to Plains All American Pipeline, L.P. and its
affiliated operating partnerships. We are engaged in interstate and intrastate
transportation, marketing and terminalling of crude oil and liquefied petroleum
gas ("LPG"). Our operations are conducted primarily in Texas, California,
Oklahoma, Louisiana and the Canadian provinces of Alberta and Saskatchewan.

     In May 2001, senior management of our general partner and a group of
financial investors entered into a transaction with Plains Resources to acquire
control of the general partner interest and a majority of the outstanding
subordinated units. The transaction closed in June 2001. As a result of this
transaction, Plains Resources' ownership in the general partner was reduced from
100% to 44%. Additionally, as a result of this transaction and various equity
offerings conducted since the IPO, Plains Resources' overall effective ownership
has been reduced to approximately 29%.

     The accompanying financial statements and related notes present our
consolidated financial position as of March 31, 2002, and December 31, 2001, the
results of our operations for the three months ended March 31, 2002 and 2001,
cash flows for the three months ended March 31, 2002 and 2001, and changes in
partners' capital for the three months ended March 31, 2002. The financial
statements have been prepared in accordance with the instructions to interim
reporting as prescribed by the Securities and Exchange Commission ("SEC"). All
adjustments, consisting only of normal recurring adjustments, that in the
opinion of management were necessary for a fair statement of the results for the
interim periods, have been reflected. All significant intercompany transactions
have been eliminated. When necessary, certain reclassifications are made to
prior period amounts to conform to current period presentation. The results of
operations for the three months ended March 31, 2002, should not be taken as
indicative of the results to be expected for the full year. The interim
financial statements should be read in conjunction with our consolidated
financial statements and notes thereto presented in our 2001 Annual Report on
Form 10-K.

Note 2 -- Derivative Instruments and Hedging Activities

     We utilize various derivative instruments, for purposes other than trading,
to hedge our exposure to price fluctuations on crude oil and liquefied petroleum
gas in storage and expected purchases, sales and transportation of those
commodities. The derivative instruments consist primarily of futures and option
contracts traded on the New York Mercantile Exchange and over-the-counter
transactions, including crude oil swap contracts entered into with financial
institutions. We also utilize interest rate and foreign exchange swaps and
collars to manage the interest rate exposure on our long-term debt and foreign
exchange exposure arising from our Canadian operations.

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
133 "Accounting for Derivative Instruments and Hedging Activities", gains and
losses on hedging instruments are deferred to Other Comprehensive Income
("OCI") and are included in revenues in the period that the related volumes are
delivered. Gains and losses on hedging instruments, which do not qualify for
hedge accounting or which represent hedge ineffectiveness and changes in the
time value component of the fair value, are included in earnings in the period
in which they occur.

     The March 31, 2002, balance sheet includes a $7.7 million unrealized loss
in OCI and related assets and liabilities of $5.9 million and $15.7 million,
respectively. Earnings included a noncash loss of $2.9 million related to the
ineffective portion of our cash flow hedges, and certain derivative contracts
primarily relating to our LPG activities that did not qualify as hedges due to a
low correlation between the futures contract and hedged item ($2.1 million net
of the reversal of the prior period fair value adjustment related to contracts
that settled during the current period). Our hedge-related assets and
liabilities are included in other current assets and other current liabilities
in the consolidated balance sheet.

                                       7

     As of March 31, 2002, the total amount of deferred net losses on derivative
instruments recorded in OCI are expected to be reclassified to earnings during
2002 and 2003. The following table sets forth our open commodity hedge positions
at March 31, 2002. These derivative instruments have offsetting physical
exposures to the extent they are effective.

                                         2002                                   2003
                        ------------------------------------    ----------------------------------
                          2nd Qtr      3rd Qtr     4th Qtr      1st Qtr     2nd Qtr     3rd Qtr
                        ------------ ------------ ----------    --------- ------------ -----------
                                                                     
    Volume (mbbls)
        Short positions       8,187      1,843         83           13         -              -
        Long positions        5,358      1,859        326            -         -            100
    Average price ($/bbl)    $25.63     $23.07     $25.13       $10.10     $   -         $23.90

     Interest rate swaps and collars are used to hedge underlying interest
obligations. These instruments hedge interest rates on specific debt issuances
and qualify for hedge accounting. The interest rate differential is reflected as
an adjustment to interest expense over the life of the instruments. At March 31,
2002, we had interest rate swap and collar arrangements for an aggregate
notional principal amount of $275.0 million. These instruments are based on
LIBOR rates. The collar provides for a floor of 6.1% and a ceiling of 8.0% with
an expiration date of August 2002 for $125.0 million notional principal amount.
The fixed rate swaps provide for a rate of 4.3% for $50.0 million notional
principal amount expiring March 2004, and a rate of 3.6% for $100.0 million
notional principal amount expiring September 2003.

     Since substantially all of our Canadian business is conducted in Canadian
dollars (CAD), we use certain financial instruments to minimize the risks of
changes in the exchange rate. These instruments include forward exchange
contracts, forward extra option contracts and cross currency swaps.
Additionally, at March 31, 2002, $22.9 million ($36.5 million CAD based on a
Canadian-U.S. dollar exchange rate of 1.59) of our long-term debt was
denominated in Canadian dollars. All of the financial instruments utilized are
placed with large creditworthy financial institutions and meet the criteria
under SFAS 133 for hedge accounting treatment.

     At March 31, 2002, we had forward exchange contracts and forward extra
option contracts that allow us to exchange $3.0 million Canadian for at least
$1.9 million U. S. (based on a Canadian-U.S. dollar exchange rate of 1.54)
quarterly during 2002 and 2003. At March 31, 2002, we also had a cross currency
swap contract for an aggregate notional principal amount of $25.0 million,
effectively converting this amount of our $100.0 million senior secured term
loan (25% of the total) from U.S. dollars to $38.7 million of Canadian dollar
debt (based on a Canadian-U.S. dollar exchange rate of 1.55). The terms of this
contract mirror the term loan, matching the amortization schedule and final
maturity in May 2006.

     We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objectives and strategy for
undertaking the hedge. Hedge effectiveness is measured on a quarterly basis.
This process includes specific identification of the hedging instrument and the
hedge transaction, the nature of the risk being hedged and how the hedging
instrument's effectiveness will be assessed. Both at the inception of the hedge
and on an ongoing basis, we assess whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in cash flows of
hedged items.

Note 3 - Comprehensive Income

     Comprehensive income includes net income and certain items recorded
directly to Partners' Capital and classified as OCI. Such amounts are allocated
in proportion to the limited partners' and general partner's interest. The
following table reflects comprehensive income as of March 31, 2002 (in
thousands):

                                                              Balance at      1st Qtr      Balance at
                                                             December 31,       2002       March 31,
                                                                 2001         Activity        2002
                                                             ------------     --------     ----------
                                                                                   
Cumulative effect of change in accounting principle            $  (8,337)      $      -     $ (8,337)
Reclassification adjustment for settled contracts                 (2,526)       (3,271)       (5,797)
Changes in fair value of outstanding hedging positions             6,123           370         6,493
Currency translation adjustment                                   (8,002)          (50)       (8,052)
                                                               ---------      --------      --------
Accumulated Other Comprehensive Income                         $ (12,742)     $ (2,951)     $(15,693)
                                                               ---------      --------      --------
Net Income                                                                      14,281
                                                                              --------
Total Comprehensive Income                                                    $ 11,330
                                                                              ========

                                       8

Note 4 -- Acquisitions

   Coast/Lantern Acquisition

     In March 2002, we completed the acquisition of substantially all of the
domestic crude oil pipeline, gathering, and marketing assets of Coast Energy
Group and Lantern Petroleum, divisions of Cornerstone Propane Partners, L.P.,
for approximately $8.2 million in cash plus transaction costs. The principal
assets acquired, which are located in West Texas, include several gathering
lines, crude oil contracts and a small truck and trailer fleet. This acquisition
did not have a material effect on either our financial position, results of
operations or cash flows.

   Butte Acquisition

     In February 2002, we acquired an approximate 22% equity interest in Butte
Pipe Line Company from Murphy Ventures, a subsidiary of Murphy Oil Corporation.
The total cost of the acquisition, including various transaction and related
expenses, was approximately $8.0 million. Butte Pipe Line Company owns the
373-mile Butte Pipeline System that runs from Baker, Montana, to Guernsey,
Wyoming. The Butte Pipeline System, principally a mainline system, transported
approximately 60,000 barrels per day of crude oil at the time of acquisition.
The remaining 78% interest in the Butte Pipe Line Company is owned by Equilon
Pipeline Company LLC. This acquisition did not have a material effect on either
our financial position, results of operations or cash flows.

Note 5 -- Credit Agreements

     Our credit facilities currently consist of a $200 million senior secured
letter of credit and borrowing facility, and a $780.0 million senior secured
revolving credit and term loan facility, each of which is secured by
substantially all of our assets. The revolving credit and term loan facility
consists of a $450.0 million domestic revolving facility (with a $10.0 million
letter of credit sublimit), a $30.0 million Canadian revolving facility (with a
$5.0 million letter of credit sublimit), a $100.0 million term loan, and a
$200.0 million term B loan. The facilities mature as follows:

     .    as to the $200 million senior secured letter of credit and borrowing
          facility, in April 2004;

     .    as to the aggregate $480.0 million domestic and Canadian revolver
          portions, in April 2005;

     .    as to the $100.0 million term loan, in May 2006; and

     .    as to the $200.0 million term B loan, in September 2007.

     In January 2002, we amended our credit facility to provide the Partnership
with greater structuring flexibility to finance larger acquisitions by amending
the limitation and restrictions on asset sales, including the removal of a
provision that required lender approval before making any acquisition greater
than $50.0 million.

Note 6 -- Distributions

     On February 14, 2002, we paid a cash distribution of $0.5125 per unit on
our outstanding common units, Class B units and subordinated units. The
distribution was paid to unitholders of record on February 4, 2002, for the
period October 1, 2001, through December 31, 2001. The total distribution paid
was approximately $23.2 million, with approximately $17.0 million paid to our
common unitholders, $5.1 million paid to our subordinated unitholders and $1.0
million paid to our general partner for its general partner and incentive
distribution interests. The distribution was in excess of the minimum quarterly
distribution specified in the Partnership Agreement.

     On April 22, 2002, we declared a cash distribution of $0.525 per unit on
our outstanding common units, Class B units and subordinated units. The
distribution is payable on May 15, 2002, to unitholders of record on May 6,
2002, for the period January 1, 2002, through March 31, 2002. The total
distribution to be paid is approximately $23.9 million, with approximately $17.4
million to be paid to our common unitholders, $5.3 million to be paid to our
subordinated unitholders and $1.2 million to be paid to our general partner for
its general partner and incentive distribution interests. The distribution is in
excess of the minimum quarterly distribution specified in the Partnership
Agreement.

                                       9

Note 7 -- Operating Segments

     Our operations consist of two operating segments: (1) Pipeline Operations -
engages in interstate and intrastate crude oil pipeline transportation and
certain related merchant activities; (2) Marketing, Gathering, Terminalling and
Storage Operations - engages in purchases and resales of crude oil at various
points along the distribution chain and the operation of certain terminalling
and storage assets.

                                                                        Marketing,
                                                                        Gathering,
                                                                       Terminalling
 (in thousands) (unaudited)                             Pipeline        & Storage         Total
- ----------------------------------------------------------------------------------------------------
                                                                               
 Three Months Ended March 31, 2002
 Revenues:
   External Customers                                  $   84,894      $1,460,429       $1,545,323
   Intersegment  (a)                                        5,595            --              5,595
   Other revenue                                                9              61               70
                                                       ----------      ----------       ----------
     Total revenues of reportable segments             $   90,498      $1,460,490       $1,550,988
                                                       ==========      ==========       ==========
 Segment gross margin (b)                              $   18,620      $   19,768       $   38,388
 Segment gross profit (c)                                  16,234          11,396           27,630
- ----------------------------------------------------------------------------------------------------
 Three Months Ended March 31, 2001
 Revenues:
   External Customers                                  $   88,038      $1,432,086       $1,520,124
   Intersegment (a)                                         3,309            --              3,309
   Other revenue                                             --                42               42
                                                       ----------      ----------       ----------
     Total revenues of reportable segments             $   91,347      $1,432,128       $1,523,475
                                                       ==========      ==========       ==========
 Segment gross margin (b)                              $   13,892      $   18,838       $   32,730
 Segment gross profit (c)                                  13,431          10,310           23,741
- ----------------------------------------------------------------------------------------------------

a)   Intersegment sales were conducted on an arm's length basis.

b)   Gross margin is calculated as revenues less cost of sales and operations
     expenses.

c)   Gross profit is calculated as revenues less cost of sales and operations
     expenses and general and administrative expenses.

Note 8 -- Contingencies

     During 1997, the All American Pipeline experienced a leak in a segment of
its pipeline in California that resulted in an estimated 12,000 barrels of crude
oil being released into the soil. Immediate action was taken to repair the
pipeline leak, contain the spill and to recover the released crude oil. We have
expended approximately $400,000 to date in connection with this spill and do not
expect any additional expenditure to be material, although we can provide no
assurances in that regard.

     Prior to being acquired by our predecessor in 1996, the Ingleside Terminal
experienced releases of refined petroleum products into the soil and groundwater
underlying the site due to activities on the property. We are undertaking a
voluntary state-administered remediation of the contamination on the property to
determine the extent of the contamination. We have proposed extending the scope
of our study and are awaiting the state's response. We have spent approximately
$140,000 to date in investigating the contamination at this site. We do not
anticipate the total additional costs related to this site to exceed $250,000,
although no assurance can be given that the actual cost could not exceed such
estimate.

   Litigation

     Texas Securities Litigation. On November 29, 1999, a class action lawsuit
was filed in the United States District Court for the Southern District of Texas
entitled Di Giacomo v. Plains All American Pipeline, L.P., et al. The suit
alleged that Plains All American and certain of our former general partner's
officers and directors violated federal securities laws, primarily in connection
with unauthorized trading by a former employee. An additional nineteen cases
were filed in the Southern District of Texas, some of which named our former
general partner and Plains Resources as additional defendants. All of the
federal securities claims were consolidated into two actions. The first
consolidated action is that filed by purchasers of Plains Resources' common
stock and options, and is captioned Koplovitz v. Plains Resources Inc., et al.
The second consolidated action is that filed by purchasers of our common units,
and is captioned Di Giacomo v. Plains All American

                                       10

Pipeline, L.P., et al. Plaintiffs alleged that the defendants were liable for
securities fraud violations under Rule 10b-5 and Section 20(a) of the Securities
Exchange Act of 1934 and for making false registration statements under Sections
11 and 15 of the Securities Act of 1933.

     We and Plains Resources reached an agreement with representatives for the
plaintiffs for the settlement of all of the class actions, and in January 2001,
we deposited approximately $30.0 million under the terms of the settlement
agreement. The total cost of the settlement to us and Plains Resources,
including interest and expenses and after insurance reimbursements, was $14.9
million. Of that amount, $1.0 million was allocated to Plains Resources by
agreement between special independent committees of the board of directors of
our former general partner and the board of directors of Plains Resources. All
such amounts were reflected in our financial statements at December 31, 2000.
The settlement was approved by the court on December 19, 2001, and became final
on January 18, 2002.

     Delaware Derivative Litigation. On December 3, 1999, two derivative
lawsuits were filed in the Delaware Chancery Court, New Castle County, entitled
Susser v. Plains All American Inc., et al and Senderowitz v. Plains All American
Inc., et al. These suits, and three others which were filed in Delaware
subsequently, named our former general partner, its directors and certain of its
officers as defendants, and allege that the defendants breached the fiduciary
duties that they owed to Plains All American Pipeline, L.P. and its unitholders
by failing to monitor properly the activities of its employees.

     We reached an agreement in principle with the plaintiffs to settle the
Delaware litigation for approximately $1.1 million. On March 6, 2002, the
Delaware court approved the settlement. The order became final in April of 2002
and the settlement amount has been paid.

     Texas Derivative Litigation. On July 11, 2000, a derivative lawsuit was
filed in the United States District Court of the Southern District of Texas
entitled Fernandes v. Plains All American Inc., et al, naming our former general
partner, its directors and certain of its officers as defendants. This lawsuit
contains the same claims and seeks the same relief as the Delaware derivative
litigation, described above. We reached an agreement in principle with the
plaintiffs to settle the Texas litigation for approximately $112,500. The court
approved the settlement on March 18, 2002. The order became final in April of
2002 and the settlement amount has been paid.

     Other. We, in the ordinary course of business, are a claimant and/or a
defendant in various other legal proceedings. We do not believe that the outcome
of these other legal proceedings, individually and in the aggregate, will have a
materially adverse effect on our financial condition, results of operations or
cash flows.

Note 9 -- Subsequent Events

     Acquisition of Shell's West Texas Interests. In May 2002, we agreed to
purchase certain assets from Shell Pipeline Company, including its interests in
the Basin Pipeline System, the Rancho Pipeline System and the Permian Basin
Gathering System, for approximately $315 million, excluding financing and
related transaction costs. The acquisition is expected to close early in the
third quarter. Consistent with our financing strategy, we expect to finance this
acquisition on a long-term basis using a balance of equity and long-term debt.
Because it is difficult to predict the timing of accessing capital markets, we
may initially fund the acquisition using proceeds from our revolving credit
facility.

                                       11

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

     We are a Delaware limited partnership formed in September of 1998 to
acquire and operate the midstream crude oil business and assets of Plains
Resources Inc. and its wholly owned subsidiaries. On November 23, 1998, we
completed our initial public offering and the transactions whereby we became the
successor to the business of the midstream subsidiaries of Plains Resources. Our
operations are conducted through Plains Marketing, L.P., All American Pipeline,
L.P. and Plains Marketing Canada, L.P. The terms "Plains All American" and the
"Partnership" herein refer to Plains All American Pipeline, L.P. and its
affiliated operating partnerships. We are engaged in interstate and intrastate
transportation, marketing and terminalling of crude oil and liquefied petroleum
gas ("LPG"). Our operations are conducted primarily in Texas, California,
Oklahoma, Louisiana and the Canadian provinces of Alberta and Saskatchewan.

     Pipeline Operations. Our activities from pipeline operations generally
consist of transporting third-party volumes of crude oil for a fee, third party
leases of pipeline capacity, barrel exchanges and buy/sell arrangements. We also
utilize our pipelines in our merchant activities conducted under our gathering
and marketing business. Utilization of our pipelines in our gathering and
marketing business provides us with a competitive advantage over third party
gatherers that do not have similarly located pipelines, because generally it
costs less to transport crude oil on pipelines than alternative methods of
transportation. Tariffs and other fees on our pipeline systems vary by receipt
point and delivery point. The gross margin generated by our tariff and other
fee-related activities depends on the volumes transported on the pipeline and
the level of the tariff and other fees charged, as well as the fixed and
variable costs of operating the pipeline. Gross margin from our pipeline
capacity leases, barrel exchanges and buy/sell arrangements generally reflect a
negotiated amount.

     Terminalling and Storage Activities and Gathering and Marketing Activities.
Terminals are facilities where crude oil is transferred to or from storage or a
transportation system, such as a pipeline, to another transportation system,
such as trucks or another pipeline. The operation of these facilities is called
"terminalling". Gross margin from terminalling and storage activities is
dependent on the throughput volumes, the volume of crude oil stored and the
level of fees generated from our terminalling and storage services. Gross margin
from our gathering and marketing activities is dependent on our ability to sell
crude oil at a price in excess of our aggregate cost. These operations are
margin businesses, and are not directly affected by the absolute level of crude
oil prices, but are affected by overall levels of supply and demand for crude
oil and fluctuations in market-related indices.

Results of Operations

     For the three months ended March 31, 2002, we reported net income of $14.3
million on total revenue of $1.5 billion compared to net income for the same
period in 2001 of $13.0 million on total revenues of $1.5 billion. The results
for the three months ended March 31, 2002, include $2.9 million in noncash
fair value adjustments related to Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"). The results for the period ended March 31, 2001, include (i) a $0.5
million cumulative effect gain as a result of the adoption of SFAS 133 (ii) a
$0.2 million noncash fair value adjustment related to SFAS 133; and (iii) a $0.1
million charge for noncash compensation expenses. Excluding these items, we
would have reported net income of $17.2 million and $12.8 million for the three
months ended March 31, 2002 and 2001, respectively.

                                       12

     The following table sets forth our operating results for the periods
indicated and includes the impact of the items discussed above:

                                                                Three Months Ended
                                                                     March 31,
                                                           ----------------------------
                                                               2002           2001
                                                           -------------  -------------
                                                                      
Operating Results (in thousands):
Revenues                                                   $ 1,545,323    $ 1,520,124
                                                           ===========    ===========
Gross margin:
Pipeline                                                   $    18,620    $    13,892
Gathering and marketing and terminalling and storage            19,768         18,838
                                                           -----------    -----------
Total                                                           38,388         32,730

General and administrative expense                             (10,758)        (8,989)
                                                           -----------    -----------
Gross profit                                               $    27,630    $    23,741
                                                           ===========    ===========
Net income                                                 $    14,281    $    13,015
                                                           ===========    ===========

Average Daily Volumes (mbbls/day):
Pipeline Activities:
 All American
 Tariff activities                                                  67             70
 Margin activities                                                  71             65
Canada                                                             201           --
Other                                                              154            161
                                                           -----------    -----------
Total                                                              493            296
                                                           ===========    ===========
Lease gathering                                                    399            288
Bulk purchases                                                      71             21
                                                           -----------    -----------
Total                                                              470            309
                                                           ===========    ===========
Terminal throughput                                                 68             97
                                                           ===========    ===========
Storage leased to third parties, monthly average volumes         1,545          1,931
                                                           ===========    ===========

     Revenues. Total revenues were $1.5 billion for the three months ended March
31, 2002 and 2001. Excluding the impact of our Canadian acquisitions, total
revenues for the first quarter of 2002 would have been $1.2 billion. The
decrease is primarily attributable to lower crude oil prices in the 2002
quarter.

     Cost of Sales and Operations. Cost of sales and operations were $1.5
billion in the first quarter of 2002 and 2001 primarily due to the reasons
discussed with respect to revenues.

     General and Administrative. General and administrative expense ("G&A") was
$10.8 million for the quarter ended March 31, 2002, compared to $9.0 million for
the first quarter of 2001. The increase in 2002 is primarily due to $2.3 million
of expenses associated with our Canadian acquisitions, offset by a decrease in
expenses related to outside consultants.

     Depreciation and Amortization. Depreciation and amortization expense was
$7.0 million for the quarter ended March 31, 2002, compared to $4.7 million for
the same period of 2001. Approximately $2.1 million of the increase is
attributable to our Canadian acquisitions.

     Interest Expense. Interest expense decreased to $6.5 million for the
quarter ended March 31, 2002, from $6.6 million for the comparative 2001 period.
The decrease is due to lower interest rates somewhat offset by a higher average
debt balance and increased commitment fees in the first quarter of 2002.

     Cumulative Effect of Accounting Change. During the first quarter of 2001,
we recognized a $0.5 million cumulative effect gain as a result of the adoption
of SFAS 133 effective January 1, 2001.

                                       13

   Segment Results

     Pipeline Operations. Gross margin from pipeline operations increased to
$18.6 million for the quarter ended March 31, 2002, from $13.9 million for the
prior year quarter. The increase resulted primarily from the impact of our
Canadian acquisitions, which added $4.9 million to our pipeline margin. Average
daily volumes on our pipelines during the first quarter of this year were
493,000 barrels per day compared to 296,000 barrels per day last year.
Approximately 201,000 barrels per day of the increase is due to our Canadian
acquisitions.

     Gathering and Marketing Activities and Terminalling and Storage Activities.
Gross margin from gathering, marketing, terminalling and storage activities
excluding the impact of the noncash fair value adjustments related to SFAS 133
of $2.9 million and $0.2 million, respectively, was approximately $22.7 million
for the quarter ended March 31, 2002, compared to $19.0 million in the prior
year quarter. The increase was primarily related to our Canadian acquisitions
which contributed $5.6 million of gross margin partially offset by the weak
market conditions for our gathering and marketing activities during this period
due to the existence of a contango market. Gross margin including the impact of
the noncash adjustments discussed above was approximately $19.8 million for the
quarter ended March 31, 2002, compared to $18.8 million in the prior year
quarter.

     Lease gathering volumes increased from an average of 288,000 barrels per
day for the first quarter of 2001 to approximately 399,000 barrels per day in
2002, mostly due to our Canadian acquisitions. Bulk purchase volumes increased
from approximately 21,000 barrels per day for the first quarter of 2001 to
approximately 71,000 barrels per day in the current period. Lease capacity
decreased to an average of 1.5 million barrels per month from an average of 1.9
million barrels per month in the prior year quarter due to an increase in our
storage volumes at these locations related to the existence of a contango
market. Terminal throughput averaged approximately 68,000 barrels per day and
97,000 barrels per day in the first quarter of 2002 and 2001, respectively.

Liquidity and Capital Resources

   Recent Events

     Acquisition of Shell's West Texas Interests. In May 2002, we agreed to
purchase certain assets from Shell Pipeline Company, including its interests in
the Basin Pipeline System, the Rancho Pipeline System and the Permian Basin
Gathering System, for approximately $315 million, excluding financing and
related transaction costs. The acquisition is expected to close early in the
third quarter. Consistent with our financing strategy, we expect to finance this
acquisition on a long-term basis using a balance of equity and long-term debt.
Because it is difficult to predict the timing of accessing capital markets, we
may initially fund the acquisition using proceeds from our revolving credit
facility.

   Liquidity

     Cash generated from operations and our credit facilities are our primary
sources of liquidity. At March 31, 2002, we had working capital of approximately
$62.1 million and approximately $386.0 million of availability under our
revolving credit facility.

     We believe that we have sufficient liquid assets, cash from operations and
borrowing capacity under our credit agreements to meet our financial
commitments, debt service obligations, contingencies and anticipated capital
expenditures. However, we are subject to business and operational risks that
could adversely effect our cash flow. A material decrease in our cash flows
would likely produce a corollary adverse effect on our borrowing capacity.

   Cash Flows

                                   Quarter Ended March 31,
                                 -------------------------
                                    2002          2001
                                 -----------   -----------
                                       (in millions)
Cash provided by (used in):
Operating activities                   $9.1       $ 10.6
Investing activities                  (24.5)        (2.2)
Financing activities                   15.1        (10.5)

     Operating Activities. Net cash provided by operating activities was $9.1
million and $10.6 million for the three months ended March 31, 2002 and 2001,
respectively. The decrease was primarily related to margin calls on financial
derivatives that hedge future physical contracts, partially offset by cash flows
from our Canadian acquisitions.

     Investing Activities. Net cash used in investing activities in 2002
includes $13.2 million for the Butte and Coast/Lantern acquisitions and $11.4
million of capital expenditures primarily for the Cushing expansion and other
capital projects.

     Financing Activities. Cash provided by financing activities in 2002
consisted primarily of net long-term borrowings of $39.3 million used primarily
to fund capital expenditures. In addition, $23.2 million of distributions were
paid to unitholders during the current quarter.

                                       14

   Universal Shelf

     We have filed with the Securities and Exchange Commission a universal shelf
registration statement that, subject to effectiveness at the time of use, allows
us to issue from time to time up to an aggregate of $700 million of debt or
equity securities. In October 2001, we sold approximately $130 million of common
units under the shelf. Accordingly, as of May 10, 2002, we have the ability to
issue approximately $570 million of additional debt or equity securities under
this registration statement.

   Credit Agreements

     Our credit facilities currently consist of a $200 million senior secured
letter of credit and borrowing facility, and a $780.0 million senior secured
revolving credit and term loan facility, each of which is secured by
substantially all of our assets. The revolving credit and term loan facility
consists of a $450.0 million domestic revolving facility (with a $10.0 million
letter of credit sublimit), a $30.0 million Canadian revolving facility (with a
$5.0 million letter of credit sublimit), a $100.0 million term loan, and a
$200.0 million term B loan. The facilities mature as follows:

...    as to the $200 million senior secured letter of credit and borrowing
     facility, in April 2004;

...    as to the aggregate $480.0 million domestic and Canadian revolver portions,
     in April 2005;

...    as to the $100.0 million term loan, in May 2006; and

...    as to the $200.0 million term B loan, in September 2007.

     In January 2002, we amended our credit facility to provide the Partnership
with greater structuring flexibility to finance larger acquisitions by amending
the limitation and restrictions on asset sales, including the removal of a
provision that required lender approval before making any acquisition greater
than $50.0 million.

   Contingencies

     We may experience future releases of crude oil into the environment from
our pipeline and storage operations, or discover releases that were previously
unidentified. Although we maintain an inspection program designed to prevent
and, as applicable, to detect and address such releases promptly, damages and
liabilities incurred due to any future environmental releases from our assets
may substantially affect our business.

     The events of September 11 and their overall effect on the insurance
industry may have a general adverse impact on availability and cost of coverage.
We currently maintain insurance for acts of terrorism on the majority of our
assets and operations. Many of our current policies expire on June 1, 2002. Due
to the events of September 11, 2001, we believe that many insurers will exclude
acts of terrorism from future insurance policies or make the cost for this
coverage prohibitive.

     Since the September 11 terrorist attacks, the United States Government has
issued warnings that energy assets (including our nation's pipeline
infrastructure) may be a future target of terrorist organizations. These
developments expose our operations and assets to increased risks. Any future
terrorist attacks on our facilities, those of our customers and, in some cases,
those of our competitors, could have a material adverse effect on our business.

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 and those of our general partner 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. The factors include, but are not
limited to:

...    abrupt or severe production declines or production interruptions in outer
     continental shelf 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;

...    the availability (or lack thereof) of acquisition or combination
     opportunities;

...    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;

...    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

                                       15

...    general economic, market or business conditions.

     Other factors described herein, or factors that are unknown or
unpredictable, could also have a material adverse effect on future results.
Except as required by applicable securities laws, we do not intend to update
these forward-looking statements and information.

                                       16

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     We utilize various derivative instruments, for purposes other than trading,
to hedge our exposure to price fluctuations on crude oil and liquefied petroleum
gas in storage and expected purchases, sales and transportation of those
commodities. The derivative instruments consist primarily of futures and option
contracts traded on the New York Mercantile Exchange and over-the-counter
transactions including crude oil swap contracts entered into with financial
institutions. We also utilize interest rate and foreign exchange swaps and
collars to manage the interest rate exposure on our long-term debt and foreign
exchange exposure arising from our Canadian operations.

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
133 "Accounting for Derivative Instruments and Hedging Activities", gains and
losses on hedging instruments are deferred to OCI and are included in revenues
in the period that the related volumes are delivered. Gains and losses on
hedging instruments, which do not qualify for hedge accounting or which
represent hedge ineffectiveness and changes in the time value component of the
fair value, are included in earnings in the period in which they occur.

     The March 31, 2002, balance sheet included a $7.7 million unrealized loss
in OCI and related assets and liabilities of $5.9 million and $15.7 million,
respectively. Earnings included a noncash loss of $2.9 million related to the
ineffective portion of our cash flow hedges, as well as certain derivative
contracts primarily relating to our LPG activities that did not qualify as
hedges due to a low correlation between the futures contract and hedged item
($2.1 million net of the reversal of the prior period fair value adjustment
related to contracts that settled during the current period). Our hedge-related
assets and liabilities are included in other current assets and other current
liabilities in the consolidated balance sheet.

     As of March 31, 2002, the total amount of deferred net losses on derivative
instruments recorded in OCI are expected to be reclassified to earnings during
2002 and 2003. The following table sets forth our open commodity hedge positions
at March 31, 2002. These derivative instruments have offsetting physical
exposures to the extent they are effective.

                                           2002                                   2003
                          ------------------------------------    ----------------------------------
                            2nd Qtr      3rd Qtr     4th Qtr      1st Qtr     2nd Qtr     3rd Qtr
                          ------------ ------------ ----------    --------- ------------ -----------
                                                                        
    Volume (mbbls)
        Short positions       8,187        1,843         83           13          -             -
        Long positions        5,358        1,859        326            -          -           100
    Average price ($/bbl)  $  25.63     $  23.07    $ 25.13      $ 10.10     $    -       $ 23.90

     Interest rate swaps and collars are used to hedge underlying interest
obligations. These instruments hedge interest rates on specific debt issuances
and qualify for hedge accounting. The interest rate differential is reflected as
an adjustment to interest expense over the life of the instruments. At March 31,
2002, we had interest rate swap and collar arrangements for an aggregate
notional principal amount of $275.0 million. These instruments are based on
LIBOR rates. The collar provides for a floor of 6.1% and a ceiling of 8.0% with
an expiration date of August 2002 for $125.0 million notional principal amount.
The fixed rate swaps provide for a rate of 4.3% for $50.0 million notional
principal amount expiring March 2004, and a rate of 3.6% for $100.0 million
notional principal amount expiring September 2003.

     Since substantially all of our Canadian business is conducted in Canadian
dollars (CAD), we use certain financial instruments to minimize the risks of
changes in the exchange rate. These instruments include forward exchange
contracts, forward extra option contracts and cross currency swaps.
Additionally, at March 31, 2002, $22.9 million ($36.5 million CAD based on a
Canadian-U.S. dollar exchange rate of 1.59) of our long-term debt was
denominated in Canadian dollars. All of the financial instruments utilized are
placed with large creditworthy financial institutions and meet the criteria
under SFAS 133 for hedge accounting treatment.

     At March 31, 2002, we had forward exchange contracts and forward extra
option contracts that allow us to exchange $3.0 million Canadian for at least
$1.9 million U. S. (based on a Canadian-U.S. dollar exchange rate of 1.54)
quarterly during 2002 and 2003. At March 31, 2002, we also had a cross currency
swap contract for an aggregate notional principal amount of $25.0 million,
effectively converting this amount of our $100.0 million senior secured term
loan (25% of the total) from U.S. dollars to $38.7 million of Canadian dollar
debt (based on a Canadian-U.S. dollar exchange rate of 1.55). The terms of this
contract mirror the term loan, matching the amortization schedule and final
maturity in May 2006.

     We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objectives and strategy for
undertaking the hedge. Hedge effectiveness is measured on a quarterly basis.
This process includes specific identification of the hedging instrument and the
hedge transaction, the nature of the risk being hedged and how the hedging
instrument's effectiveness will be assessed. Both at the inception of the hedge
and on an ongoing basis, we assess whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in cash flows of
hedged items.

                                       17

                           PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     Texas Securities Litigation. On November 29, 1999, a class action lawsuit
was filed in the United States District Court for the Southern District of Texas
entitled Di Giacomo v. Plains All American Pipeline, L.P., et al. The suit
alleged that Plains All American and certain of our former general partner's
officers and directors violated federal securities laws, primarily in connection
with unauthorized trading by a former employee. An additional nineteen cases
were filed in the Southern District of Texas, some of which named our former
general partner and Plains Resources as additional defendants. All of the
federal securities claims were consolidated into two actions. The first
consolidated action is that filed by purchasers of Plains Resources' common
stock and options, and is captioned Koplovitz v. Plains Resources Inc., et al.
The second consolidated action is that filed by purchasers of our common units,
and is captioned Di Giacomo v. Plains All American Pipeline, L.P., et al.
Plaintiffs alleged that the defendants were liable for securities fraud
violations under Rule 10b-5 and Section 20(a) of the Securities Exchange Act of
1934 and for making false registration statements under Sections 11 and 15 of
the Securities Act of 1933.

     We and Plains Resources reached an agreement with representatives for the
plaintiffs for the settlement of all of the class actions, and in January 2001,
we deposited approximately $30.0 million under the terms of the settlement
agreement. The total cost of the settlement to us and Plains Resources,
including interest and expenses and after insurance reimbursements, was $14.9
million. Of that amount, $1.0 million was allocated to Plains Resources by
agreement between special independent committees of the board of directors of
our former general partner and the board of directors of Plains Resources. All
such amounts were reflected in our financial statements at December 31, 2000.
The settlement was approved by the court on December 19, 2001, and became final
on January 18, 2002.

     Delaware Derivative Litigation. On December 3, 1999, two derivative
lawsuits were filed in the Delaware Chancery Court, New Castle County, entitled
Susser v. Plains All American Inc., et al and Senderowitz v. Plains All American
Inc., et al. These suits, and three others which were filed in Delaware
subsequently, named our former general partner, its directors and certain of its
officers as defendants, and allege that the defendants breached the fiduciary
duties that they owed to Plains All American Pipeline, L.P. and its unitholders
by failing to monitor properly the activities of its employees. We reached an
agreement in principle with the plaintiffs to settle the Delaware litigation for
approximately $1.1 million. On March 6, 2002, the Delaware court approved the
settlement. The order became final in April of 2002 and the settlement amount
has been paid.

     Texas Derivative Litigation. On July 11, 2000, a derivative lawsuit was
filed in the United States District Court of the Southern District of Texas
entitled Fernandes v. Plains All American Inc., et al, naming our former general
partner, its directors and certain of its officers as defendants. This lawsuit
contains the same claims and seeks the same relief as the Delaware derivative
litigation, described above. We reached an agreement in principle with the
plaintiffs to settle the Texas litigation for approximately $112,500. The court
approved the settlement on March 18, 2002. The order became final in April of
2002 and the settlement amount has been paid.

     Other. We, in the ordinary course of business, are a claimant and/or a
defendant in various other legal proceedings. We do not believe that the outcome
of these other legal proceedings, individually and in the aggregate, will have a
materially adverse effect on our financial condition, results of operations or
cash flows.

Items 2, 3, 4 & 5 are not applicable and have been omitted.

                                       18

Item 6 - Exhibits and Reports on Form 8-K

         A. Exhibits

            None

         B. Reports on Form 8-K.

            A current report on Form 8-K was filed and furnished on May 7, 2002,
            in connection with Item 5 and Item 9 disclosure of earnings and
            earnings guidance.

            A current report on Form 8-K was furnished on May 6, 2002, in
            connection with Item 9 disclosure of the execution of a purchase
            and sale agreement and related press release.

            A current report on Form 8-K was furnished on April 19, 2002, in
            connection with Item 9 disclosure of our IPAA presentation.

            A current report on Form 8-K was furnished on April 5, 2002, in
            connection Item 9 disclosure of acquisition negotiations.

                                       19

                                   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 and thereunto duly authorized.

                                PLAINS ALL AMERICAN PIPELINE, L.P.

                                By: PLAINS AAP, L.P.
                                    general partner

                                By: PLAINS ALL AMERICAN GP LLC,
                                    general partner

Date:  May 10, 2002             By: /s/ Phillip D. Kramer
                                    -------------------------------------------
                                    Phillip D. Kramer, Executive Vice President
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       20