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                                 UNITED STATES
                       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):     SEPTEMBER 14, 2000

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

         DELAWARE                      0-9808               13-2898764
      (State or other           (Commission File No.)    (I.R.S. Employer
jurisdiction of Organization)                           Identification No.)

500 DALLAS STREET, SUITE 700
      HOUSTON, TEXAS                                          77002
(Address of Principal Executive                             (Zip Code)
          Offices)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (713) 654-1414

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ITEM 5.  OTHER EVENTS

     On September 14, 2000, the Registrant announced that it and Plains
Resources Inc. had agreed in principle with the plaintiffs in two actions to
settle such actions.  The Registrant's announcement is attached as an exhibit to
this report.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits

     99.1  --  Press Release of Plains All American Pipeline, L.P., announcing
               an agreement in principle to settle legal actions.

                                   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.

Dated: September 15, 2000

                              PLAINS ALL AMERICAN PIPELINE, L.P.
                              By: Plains All American Inc., its general partner

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

                                     PAA-1

                                 EXHIBIT INDEX

Exhibit No.         Description
- ------------        -----------

99.1                Press Release of Plains All American Pipeline, L.P.,
                    announcing an agreement in principle to settle legal
                    actions.

5543721.1

                                     PAA-2

                                                                    EXHIBIT 99.1

[PLAINS RESOURCES LOGO]                               [PLAINS ALL AMERICAN LOGO]

                                 NEWS RELEASE

Contacts: PHILLIP D. KRAMER                 TIM MOORE
- --------  -----------------                 ---------
          Executive Vice President and      Vice President and
          Chief Financial Officer           General Counsel
          713/654-1414 OR 800/934-6083      713/654-1414 OR 800/934-6083

FOR IMMEDIATE RELEASE
- ---------------------

PLAINS ALL AMERICAN PIPELINE, L.P. AND PLAINS RESOURCES INC. ANNOUNCE AGREEMENT
          IN PRINCIPLE WITH PLAINTIFFS TO SETTLE CLASS ACTION LAWSUITS

     (Houston - September 14, 2000) Plains All American Pipeline, L.P.
(NYSE:PAA) and Plains Resources Inc. (AMEX:PLX) announced today they had reached
an agreement in principle for the settlement of class action securities suits
related to the unauthorized trading loss disclosed in November 1999. For
purposes of the settlement, the two classes include all persons who purchased
the common limited partnership units of Plains All American Pipeline, L.P. from
November 17, 1998, through November 26, 1999, and all persons who purchased the
common stock and call options of Plains Resources Inc. from October 29, 1998,
through November 26, 1999, in both cases excluding defendants and their
affiliates.

     Aggregate amounts to be paid under the agreement in principle total
approximately $29.5 million plus interest through the date actual proceeds are
remitted to representatives for the plaintiffs. Taking into account applicable
insurance proceeds and existing reserves, it is estimated that the settlement
and associated expenses will reduce current quarter net income by up to $0.14
per unit for the Partnership and $0.06 to $0.17 per share for the Company,
depending on the final allocation between the Partnership and the Company of the
settlement amount and related costs.

          Plains All American and Plains Resources denied the claims in the
lawsuits and stated they are entering into this settlement arrangement to
eliminate the significant burden and expense of further litigation. The
settlement is subject to a number of conditions, including negotiation and
finalization of a stipulation and agreement of settlement and related
documentation, and approval of the United States District Court.

Page two

          "After taking into account the estimated insurance proceeds, we
believe that the settlement arrangement is in the best interests of Plains All
American and Plains Resources, as it enables us to avoid a protracted and
expensive litigation process," said Greg L. Armstrong, Chief Executive Officer.
"Moreover, upon satisfying the conditions of the settlement, we can devote 100%
of our attention to continuing the profitable operation and growth of our base
businesses."

     Armstrong noted that upon satisfaction of the conditions of the agreement
in principle, the settlement arrangement would dispose of all class action
securities claims made following the announcement of the unauthorized trading
loss in November 1999. The settlement arrangement does not resolve two
outstanding derivative lawsuits filed in Delaware Chancery Court and in Texas
which named Plains All American's General Partner, its directors and certain of
its officers as defendants alleging they breached their fiduciary duties owed to
Plains All American and its unitholders. Plains All American is a nominal
defendant in these derivative complaints.

     All statements, other than statements of historical fact, included in this
press release are forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements reflect the current
views of the Partnership and the Company with respect to future events, based on
what the Partnership and Company believe to be reasonable assumptions. These
statements, however, are subject to certain risks and uncertainties and
assumptions, including but not limited to, those set forth in the Partnership's
and the Company's Forms 10-K for the year ended December 31, 1999 (at pages 2
and 21 and pages 2 and 33, respectively), as well as final negotiation of
settlement documents relating to the securities litigations described above,
satisfaction of all conditions to the settlement, and court approval of the
settlement.

  Plains Resources is an independent energy company engaged in the exploration,
acquisition, development and exploitation of crude oil and natural gas. Plains
All American Pipeline, L.P. is engaged in interstate and intrastate crude oil
transportation, terminalling and storage, as well as crude oil gathering and
marketing activities, primarily in California, Texas, Oklahoma, Louisiana and
the Gulf of Mexico. Plains All American Inc., a wholly owned subsidiary of
Plains Resources Inc., holds an effective 54% interest in the Partnership and
serves as its General Partner. The Partnership's common units are traded on the
New York Stock Exchange under the symbol "PAA." Plains Resources Inc.'s common
shares are traded on the American Stock Exchange under the symbol "PLX." Both
the Partnership and the Company are headquartered in Houston, Texas.

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