================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported) - June 22, 2001

                       PLAINS ALL AMERICAN PIPELINE, L.P.
                (Name of Registrant as specified in its charter)

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

                           333 CLAY STREET, SUITE 2900
                              HOUSTON, TEXAS 77002
                                 (713) 646-4100
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

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

================================================================================

ITEM 5.    OTHER EVENTS

           This Form 8-K/A amends the Form 8-K dated June 22, 2001 and filed on
June 25, 2001 by Plains All American Pipeline, L.P. (the "Partnership") that
included (i) audited historical financial statements related to the acquisition
of certain assets from Murphy Oil Company, Ltd. ("Murphy") and (ii) unaudited
pro forma financial statements for the Partnership that reflected a number of
adjustments, including the proposed private placement of $350 million in senior
notes. This Form 8-K/A is being filed to include the audit report and consent of
PricewaterhouseCoopers, L.L.P. with respect to the audited historical financial
statements for Murphy. The pro forma financial statements have been deleted as a
result of the Partnership's election to defer the private placement of senior
notes. The financial statements filed with this Form 8-K/A supercede the
financial statements filed with the initial Form 8-K on June 25, 2001.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

           (c)    Exhibits

         99.1     Murphy Oil Company Ltd. Supply and Transportation Business
                  Unaudited Interim Financial Statements.

         99.2     Murphy Oil Company Ltd. Supply and Transportation Business
                  Financial Statements.

         99.3     Consent of PricewaterhouseCoopers LLP.

                                   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:  October 25, 2001                By: Plains AAP, L.P., its general partner

                                       By: Plains All American GP LLC, its
                                           general partner

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

                                INDEX TO EXHIBITS

         99.1     Murphy Oil Company Ltd. Supply and Transportation Business
                  Unaudited Interim Financial Statements.

         99.2     Murphy Oil Company Ltd. Supply and Transportation Business
                  Financial Statements.

         99.3     Consent of PricewaterhouseCoopers LLP.

                                                                    EXHIBIT 99.1

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Balance Sheet
AS AT MARCH 31, 2001
--------------------------------------------------------------------------------
(expressed in thousands of U.S. dollars)

                                                                          2001
                                                                     
ASSETS

CURRENT ASSETS
 Cash                                                                   $  3,782
Accounts receivable
      Trade                                                               58,173
      Related parties                                                      2,861
Inventory                                                                  3,751
Deferred income tax                                                        1,660
                                                                        --------
                                                                          70,227

PROPERTY AND EQUIPMENT - net                                              52,298
                                                                        --------
                                                                        $122,525
                                                                        ========
LIABILITIES AND OWNERS' NET INVESTMENT

CURRENT LIABILITIES
Accounts payable and other accrued liabilities
      Trade                                                             $ 40,125
      Related parties                                                     16,116
                                                                        --------
                                                                          56,241

DEFERRED INCOME TAXES                                                      2,872
                                                                        --------
                                                                          59,113

OWNERS' NET INVESTMENT                                                    63,412
                                                                        --------

                                                                        $122,525
                                                                        ========

COMMITMENTS AND CONTINGENCIES (Note 2)

                     See notes to the financial statements.

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Statement of Operations and Net Investment
FOR THE PERIOD ENDED MARCH 31, 2001
--------------------------------------------------------------------------------
(expressed in thousands of U.S. dollars)

                                                                          2001
                                                                     
REVENUES
Crude oil and condensate sales                                          $129,937
Crude oil and condensate sales - related parties                          24,768
Pipeline tariffs                                                           2,227
Trucking                                                                   3,799
Trucking - related parties                                                   534
                                                                        --------
                                                                         161,265
                                                                        --------
COSTS AND EXPENSES
Cost of crude oil and condensate sales                                   104,468
Cost of crude oil and condensate sales - related parties                  42,711
Pipeline tariff expense                                                      801
Operating costs                                                            6,807
General and administrative                                                   493
Depreciation and amortization                                                700
                                                                        --------
                                                                         155,980
                                                                        --------
INCOME BEFORE INCOME TAXES                                                 5,285
                                                                        --------
INCOME TAX EXPENSE
Current                                                                    2,180
Deferred                                                                     147
                                                                        --------
                                                                           2,327
                                                                        --------

NET INCOME FOR THE YEAR                                                    2,958

OWNERS' NET INVESTMENT - BEGINNING OF PERIOD                              60,454
                                                                        --------
OWNERS' NET INVESTMENT - END OF PERIOD                                  $ 63,412
                                                                        ========

                     See notes to the financial statements.

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Statement of Cash Flows
FOR THE PERIOD ENDED MARCH 31, 2001
--------------------------------------------------------------------------------
(expressed in thousands of U.S. dollars)

                                                                          2001
                                                                     
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
Net income for the year                                                $  2,958
Items not affecting cash
      Depreciation and amortization                                         700
      Deferred income tax                                                   147
                                                                       --------
                                                                          3,805
                                                                       --------
Net change in non-cash working capital items
      Accounts receivable
           Trade                                                          5,217
           Related party                                                 11,675
      Inventory                                                           1,148
      Accounts payable and other accrued liabilities
           Trade                                                        (10,282)
           Related party                                                 (7,767)
                                                                       --------
                                                                             (9)
                                                                       --------
                                                                          3,796
                                                                       --------
INVESTING ACTIVITIES
Capital expenditures                                                        (14)
                                                                       --------
INCREASE IN CASH FOR THE PERIOD                                            --

CASH - BEGINNING OF PERIOD                                                 --
                                                                       --------
CASH - END OF PERIOD                                                   $  3,782
                                                                       --------

                     See notes to the financial statements.

1     ORGANIZATION AND BASIS OF PRESENTATION

      The Supply and Transportation business is involved in the pipeline
      transport of crude oil and condensates, including associated services of
      trucking and terminalling, and marketing of crude oil in Western Canada.

      The accompanying financial statements present, in conformity with
      accounting principles generally accepted in the United States of America
      the assets, liabilities, revenues and expenses related to the historical
      operations of the Canadian supply and transportation ("S&T") business of
      the Murphy Oil Company Ltd. ("Murphy"). These financial statements should
      be read in conjunction with the Murphy S&T financial statements for the
      year ended December 31, 2000. The interim financial statements as of March
      31, 2001 and for the three months ended March 31, 2001 is unaudited;
      however, in the opinion of the S&T Business, the interim statements
      includes all adjustments, consisting only of normal recurring adjustments,
      necessary for a fair statement of the results for the interim period.

      The accompanying financial statements have been prepared from Murphy's
      historical accounting records and are presented on a carve-out basis to
      include the historical operations applicable to the S&T business. All
      assets and liabilities specifically identified with the S&T business have
      been presented in the balance sheet. The owner's net investment ("Owner's
      net investment") in the S&T business has been presented in lieu of
      stockholder's equity in the financial statements. The financial
      information included herein includes certain allocations based on
      historical activity levels to reflect the financial statements in
      accordance with U.S. generally accepted accounting principles and may not
      necessarily reflect the financial position or results of operations of the
      S&T business in the future or had it existed as a separate, stand-alone
      business during the period presented. The allocations consist of general
      and administrative expenses incurred on behalf of the S&T business by
      Murphy. This allocation has been made on a reasonable basis. No amount in
      respect of interest has been allocated to this business.

2     COMMITMENTS AND CONTINGENCIES

      PURCHASE AND SALES AGREEMENTS

      The S&T business has entered into evergreen purchase and sales agreements,
      cancellable with thirty days notice, for crude oil and condensates. At
      March 31, 2001, the S&T business had evergreen contracts for purchases of
      427,000 m3 and sales of 304,000 m3 of crude oil and condensates at market
      related prices.

      ENVIRONMENTAL MATTERS

      The parent, Murphy is liable for the reclamation costs associated with a
      condensate spill on the Dulwich pipeline. The amount of reclamation costs
      is dependent upon the method selected under current environmental laws but
      has been estimated by management to be in the range of $67,000 to
      $1,901,000. An accrual for these clean up costs has not been provided for
      in these financial statements.

3     SEGMENT INFORMATION

      The S&T division's reportable segments are organized into three major
      types of business activities all operating within one geographic area,
      Western Canada. The pipeline segment derives tariff revenue primarily from
      the transportation of crude oil, the crude oil trading segment derives
      revenue from the purchase and sale of crude oil and the trucking segment
      derives revenue from the use of tractor trailers in hauling petroleum
      products and water. Information about business segments is reported on the
      following tables. Corporate and other activities are shown in the tables
      to reconcile the business segments to the financial statement totals.

                                                                             CORPORATE
                                                   CRUDE OIL                    AND
                                     PIPELINES      TRADING     TRUCKING     ELIMINATIONS     TOTAL

Revenues from external customers     $ 4,902       $129,930      $5,072        $(3,941)     $ 135,963
Revenues from related parties             --         24,768         534             --         25,302
                                                                                            ---------

Total revenues                                                                                161,265

Income tax expense                      (132)         2,952        (284)          (209)         2,327
Significant non-cash charges (credits)
     Depreciation and amortization       609             --          91             --            700
     Deferred income taxes               147             --          --             --            147
Additions to property and equipment       14             --          --             --             14
Property and equipment                50,011             --       2,287             --         52,298
Net income (loss)                       (169)         3,773        (363)          (283)         2,958

4     SUBSEQUENT EVENT

      In May 2001, substantially all of the crude oil pipeline, gathering,
      storage and terminalling assets of Murphy were acquired by Plains All
      American Pipelines, L.P. ("PAA") for approximately $161.0 million in cash.
      The purchase price included $6.5 million for excess inventory in the
      systems. The principle assets acquired include four pipeline systems
      covering 275 miles, approximately 1.1 million barrels of crude oil storage
      and terminalling capacity located primarily in Kerrobert, Saskatchewan,
      approximately 200,000 barrels of linefill and 121 trailers used primarily
      for crude oil transportation.

      PAA has entered into a new long-term contract with Murphy to continue
      transporting its production from fields currently delivering crude oil to
      these pipelines systems. The current volume transported for Murphy under
      the contract is approximately 11,000 barrels per day. In aggregrate, the
      pipeline systems transport approximately 200,000 barrels per day of light,
      medium and heavy crudes, as well as condensate.

                                                                    EXHIBIT 99.2

[PRICEWATERHOUSECOOPERS LOGO]

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

                          INDEPENDENT AUDITORS' REPORT

TO THE DIRECTORS OF
PLAINS ALL AMERICAN PIPELINE L.P.

      We have audited the balance sheet of MURPHY OIL COMPANY LTD.'S Canadian
Supply and Transportation ("S&T") business as at December 31, 2000 and the
statements of operations and owners' net investment and cash flows for the year
ended December 31, 2000. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

      We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

      In our opinion, these financial statements present fairly, in all material
respects, the financial position of Murphy Oil Company Ltd.'s S&T business as at
December 31, 2000 and the results of its operations and its cash flows for the
year ended December 31, 2000 in accordance with accounting principles generally
accepted in the United States of America.

PriceWaterhouseCoopers L.L.P.

March 30, 2001
Calgary, Alberta

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Balance Sheet
AS AT DECEMBER 31, 2000
--------------------------------------------------------------------------------
(expressed in thousands of U.S. dollars)

                                                                         2000

ASSETS

CURRENT ASSETS
Accounts receivable
      Trade                                                            $ 65,775
      Related parties (Note 4)                                           14,877
Inventory                                                                 5,069
Deferred income tax (Note 5)                                              1,933
                                                                       --------
                                                                         87,654
PROPERTY AND EQUIPMENT - net (Note 3)                                    55,050
                                                                       --------
                                                                       $142,704
                                                                       ========

LIABILITIES AND OWNERS' NET INVESTMENT

CURRENT LIABILITIES
Accounts payable and other accrued liabilities
      Trade                                                            $ 50,986
      Related parties (Note 4)                                           25,791
                                                                       --------
                                                                         76,777
DEFERRED INCOME TAXES (Note 5)                                            3,042
                                                                       --------
                                                                         79,819
COMMITMENTS AND CONTINGENCIES (Note 7)

OWNERS' NET INVESTMENT                                                   62,885
                                                                       --------
                                                                       $142,704
                                                                       ========

                     See notes to the financial statements.

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Statement of Operations and Net Investment
FOR THE YEAR ENDED DECEMBER 31, 2000

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

(expressed in thousands of U.S. dollars)

                                                                         2000

REVENUES
Crude oil and condensate sales                                         $536,060
Crude oil and condensate sales - related parties                        106,479
Pipeline tariffs                                                          9,756
Trucking                                                                 13,176
Trucking - related parties                                                1,852
                                                                       --------
                                                                        667,323
                                                                       --------

COSTS AND EXPENSES
Cost of crude oil and condensate sales                                  438,931
Cost of crude oil and condensate sales - related parties                179,456
Pipeline tariff expense                                                   8,668
Operating costs                                                          21,279
General and administrative                                                1,834
Depreciation and amortization                                             2,660
                                                                       --------
                                                                        652,828
                                                                       --------
INCOME BEFORE INCOME TAXES                                               14,495
                                                                       --------
INCOME TAX EXPENSE (Note 5)
Current                                                                   6,455
Deferred                                                                    143
                                                                       --------
                                                                          6,598
                                                                       --------
NET INCOME FOR THE YEAR                                                   7,897

OWNERS' NET INVESTMENT - BEGINNING OF YEAR                               54,988
                                                                       --------
OWNERS' NET INVESTMENT - END OF YEAR                                   $ 62,885
                                                                       ========

                     See notes to the financial statements.

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Statement of Cash Flows
FOR THE YEAR ENDED DECEMBER 31, 2000

-----------------------------------------------------------------------------
(expressed in thousands of U.S. dollars)

CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
                                                                  
Net income for the year                                              $  7,897
Items not affecting cash
      Depreciation and amortization                                     2,660
      Deferred income tax                                                 143
                                                                     --------
                                                                       10,700
                                                                     --------

Net change in non-cash working capital items
      Accounts receivable
           Trade                                                      (22,994)
           Related party                                               (2,771)
      Inventory                                                           209
      Accounts payable and other accrued liabilities
           Trade                                                       14,360
           Related party                                               13,524
                                                                     --------
                                                                        2,328
                                                                     --------
                                                                       13,028
                                                                     --------

INVESTING ACTIVITIES
Capital expenditures                                                  (29,236)
                                                                     --------

FINANCING ACTIVITY
Cash contributions by owner                                            16,208
                                                                     --------
INCREASE IN CASH FOR THE YEAR                                              --

CASH - BEGINNING OF YEAR                                                   --
                                                                     --------

CASH - END OF YEAR                                                   $     --
                                                                     --------

                     See notes to the financial statements.

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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

1     ORGANIZATION AND BASIS OF PRESENTATION

      The Supply and Transportation business is involved in the pipeline
      transport of crude oil and condensates, including associated services of
      trucking and terminalling, and marketing of crude oil in Western Canada.

      The accompanying financial statements present, in conformity with
      accounting principles generally accepted in the United States of America
      the assets, liabilities, revenues and expenses related to the historical
      operations of the Canadian supply and transportation ("S&T") business of
      the Murphy Oil Company Ltd. ("Murphy").

      The accompanying financial statements have been prepared from Murphy's
      historical accounting records and are presented on a carve-out basis to
      include the historical operations applicable to the S&T business. All
      assets and liabilities specifically identified with the S&T business have
      been presented in the balance sheet. The owner's net investment ("Owner's
      net investment") in the S&T business has been presented in lieu of
      stockholder's equity in the financial statements. The financial
      information included herein includes certain allocations based on
      historical activity levels to reflect the financial statements in
      accordance with U.S. generally accepted accounting principles and may not
      necessarily reflect the financial position, results of operations of cash
      flows of the S&T business in the future or had it existed as a separate,
      stand-alone business during the period presented. The allocations consist
      of general and administrative expenses incurred on behalf of the S&T
      business by Murphy. This allocation has been made on a reasonable basis.
      No amount in respect of interest has been allocated to this business.

2     SIGNIFICANT ACCOUNTING POLICIES

      USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets, liabilities and the disclosures of contingent assets
      and liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reported period. Significant
      estimates made by management include depreciation, impairment of
      long-lived assets, salvage values and income taxes and related deferred
      tax valuation allowance. Although management believes these estimates are
      reasonable, actual results could differ from those estimates.

      REVENUE RECOGNITION

      Gathering and marketing revenues are accrued at the time title to the
      product sold transfers to the purchaser, which occurs upon receipt of the
      product by the purchaser, and purchases are accrued at the time title to
      the product purchased transfers to the S&T business, which occurs upon
      receipt of the product. Terminalling and storage revenues are recognized
      at the time service is performed. Revenues for the transportation of crude
      are recognized based upon regulated and non-regulated tariff rates and the
      related transportation volumes. Trucking revenue is recognized when the
      transportation services have been rendered.

                                                                             (1)

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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

      FOREIGN CURRENCY TRANSLATION

      The functional currency of the S&T business is Canadian dollars. The
      translation of these financial statements into United States of America
      dollars (U.S. dollars) have been recorded using the exchange rate at the
      balance sheet date for assets and liabilities and the exchange rate
      applicable at the date of transaction for the revenues, expenses and cash
      flows. The effect of translating the S&T business into U.S. dollars is
      included in owners' net investment.

      PIPELINE TARIFF EXPENSE

      Pipeline tariff expense represents amounts paid to third parties to
      transport crude oil and condensates. These costs are expensed on an
      accrual basis.

      PROPERTY AND EQUIPMENT

      Crude oil pipeline, gathering and terminal assets are carried at cost.
      Costs subject to depreciation are net of expected salvage values and
      deprecation is calculated on a straight-line basis over the estimated
      useful lives of the respective assets as follows:

         o     Crude oil pipelines - 10 to 35 years;
         o     Crude oil pipeline operation facilities - 10 years;
         o     Crude oil terminal, storage facilities and communication
               equipment - 10 years;
         o     Trucking equipment - 10 years.

      Acquisitions and improvements are capitalized; maintenance and repairs are
      expensed as incurred. Pipeline linefill is recorded at cost and consists
      of oil linefill used to pack a pipeline such that when an incremental
      barrel enters a pipeline it forces a barrel out of another location. Net
      gains or losses on property and equipment disposed of are reflected in the
      statement of operations and net investment when incurred.

      IMPAIRMENT OF LONG-LIVED ASSETS

      The carrying values of long-lived assets are reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying
      amount of any asset may not be recoverable. Recoverability of the carrying
      value of an asset is assessed by reference to an estimate of the asset's
      undiscounted future net cash flows. Measurement of any impairment would
      include a comparison of discounted estimated future net cash flows to the
      net carrying value of the related assets.

                                                                             (2)

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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

      INVENTORIES

      Inventories of crude oil and condensates are valued at the lower of cost,
      calculated on a last in first out (LIFO) basis, or market value. At
      December 31, 2000 the replacement cost of crude oil and condensate
      inventory was $9,304,435.

      ENVIRONMENTAL LIABILITIES

      A provision for environmental obligations is charged to expense when the
      S&T business' liability for an environmental assessment and/or clean up is
      probable and the cost can be reasonably estimated. Related expenditures
      are charged against the reserve. Environmental remediation liabilities
      have not been discounted for the time value of future expected payments.

      INCOME TAXES

      The S&T business accounts for income taxes using the asset and liability
      method in accordance with Statement of Financial Accounting Standards No.
      109, Accounting for Income Taxes. Under this method, income taxes are
      provided for amounts currently payable, and for amounts deferred as tax
      assets and liabilities based on differences between the financial
      statement carrying amounts and the tax bases of existing assets and
      liabilities. Deferred income taxes are measured using enacted tax rates
      that are assumed to be in effect when the differences reverse.

      Income taxes have been calculated as if the S&T business had filed a
      separate return for the year ended December 31, 2000.

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      Pursuant to Statement of Financial Accounting Standards No. 107,
      Disclosure About Fair Value of Financial Instruments, the S&T business has
      estimated fair value of its accounts receivables, due from related party
      and accounts payable and accrued liabilities to approximate the carrying
      values due to the short term to maturity of these instruments.

                                                                             (3)

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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

      RECENT ACCOUNTING PRONOUNCEMENTS

      In June 1998, the FASB issued Statement of Financial Accounting Standards
      No. 133, Accounting for Derivative Instruments and Hedging Activities
      ("SFAS 133"). SFAS 133, as amended by SFAS 138, requires that all
      derivative instruments be recorded on the balance sheet at their fair
      value. Changes in the fair value of derivatives are recorded each period
      in current earnings or other comprehensive income, depending on whether a
      derivative is designated as part of the hedge transaction and, if so, the
      type of hedge transaction. For fair value hedge transactions in which the
      S&T business is hedging changes in an asset's, liability's, or firm
      commitment's fair value, changes in the fair value of the derivative
      instrument will generally be offset in the income statement by changes in
      the hedged item's fair value. For cash flows related to a variable rate
      asset, liability, or a forecasted transaction, changes in the fair value
      of the derivative instrument will be reported in other comprehensive
      income. The gains and losses on the derivative instrument that are
      reported in other comprehensive income will be reclassified as earnings in
      the periods in which earnings are affected by the variability of the cash
      flows of the hedged item. The S&T business is required to adopt this
      statement beginning in fiscal 2001. Management has determined that there
      is no effect on the financial statements of the adoption of SFAS 133.

3     PROPERTY AND EQUIPMENT

                                                       ACCUMULATED
                                         COST          AMORTIZATION        NET
                                                                
Pipelines                              $ 52,090         $(16,760)        $35,330
Pipeline equipment                       19,408           (3,052)         16,356
Trucking equipment                        5,721           (3,342)          2,379
Linefill                                    985               --             985
                                       -----------------------------------------
                                       $ 78,204         $(23,154)        $55,050
                                       =========================================

      During the year ended December 31, 2000, the S&T business acquired a
      partner's ownership interest in the Manito pipeline for $26.6 million.

                                                                             (4)

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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

4     RELATED PARTY TRANSACTIONS AND BALANCES

      During the year ended December 31, 2000, the S&T business has entered into
      transactions with other divisions of Murphy and affiliated companies. All
      transactions were entered into in the ordinary course of business at
      market prices. The aggregate amounts of related party transactions were as
      follows:

                                                                     
           Revenues
                      Crude oil and condensate sales                    $106,479
                      Trucking                                             1,852

           Costs and expenses

                      Cost of crude oil and condensate purchases         179,456
                      General and administrative                             925

      REVENUES

      Sales to related parties are derived from the crude oil and condensate
      sales and trucking services to Murphy and its affiliates.

      COSTS AND EXPENSES

      The S&T business purchases crude oil and condensate from related parties.
      General and administrative costs are allocated to the S&T business and
      other divisions of Murphy.

      ACCOUNTS RECEIVABLE - RELATED PARTIES

      The accounts receivable from related party represents crude oil and
      condensate sales to related parties subject to normal customer trade
      terms.

      ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES - RELATED PARTIES

      The accounts payable to related parties represents crude oil and
      condensate purchases from related parties subject to normal customer trade
      terms and the S&T business current income tax payable which is paid by
      Murphy.

      As described above, the S&T business has significant transactions and
      balances with related parties. Because of these relationships, it is
      possible that the terms of these transactions are not the same as
      those that would result from transactions among wholly unrelated parties.

                                                                             (5)

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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

5     INCOME TAXES

      Deferred income taxes are provided for the temporary differences between
      the book and tax bases of the S&T business's assets and liabilities.
      Significant components of deferred tax assets and liabilities as of
      December 31, 2000 are as follows:

                                                                    
           Deferred tax assets
                  Inventories                                           $ 1,933
                                                                        -------
           Deferred tax liabilities
                  Property and equipment                                 (3,042)
                                                                        -------
           Financial statements
                  Current deferred tax assets                             1,933
                  Non-current deferred tax liabilities                   (3,042)
                                                                        -------
           Net deferred tax liability                                   $(1,109)
                                                                        =======

      The reconciliation of the differences between the company's tax expense
      for income taxes and taxes at the statutory rate is as follows:

                                                                       
       Income tax expense based on the Canadian Statutory rate (44.89%)
       Adjustments                                                        $6,506
            Non-deductible items                                              92
                                                                          ------
       Total income tax expense                                           $6,598
                                                                          ======

6     FINANCIAL INSTRUMENTS

      The S&T business is primarily responsible for the transportation and sale
      of Murphy owned production in Western Canada, and, accordingly the S&T
      business enters into various forward purchase and sale agreements for
      crude oil and condensates. The extent of these agreements are disclosed in
      Note 7.

      The S&T business primary credit risks are associated with trade accounts
      receivable, evergreen sales contracts and cash. Trade accounts receivable
      arise mainly from the sale of crude oil and condensates, pipeline tariffs
      charged to shippers on S&T pipelines, and for trucking services performed.
      The credit history and financial condition of potential customers are
      reviewed before credit is extended, security is obtained when deemed
      appropriate based on a potential customers' financial condition, and
      routine follow-up evaluations are made. The combination of these
      evaluations and the large number of customers tends to limit the risk of
      credit concentration to an acceptable level.

                                                                             (6)

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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7     COMMITMENTS AND CONTINGENCIES

      PURCHASE AND SALES AGREEMENTS

      The S&T business has entered into evergreen purchase and sales agreements,
      cancellable with thirty days notice, for crude oil and condensates. As at
      December 31, 2000, the S&T business had evergreen contracts for purchases
      of 444,000 m3 and sales of 298,000 m3 of crude oil and condensates at
      market related prices.

      ENVIRONMENTAL MATTERS

      The parent, Murphy is liable for the reclamation costs associated with a
      condensate spill on the Dulwich pipeline. The amount of reclamation costs
      is dependent upon the method selected under current environmental laws but
      has been estimated by management to be in the range of $67,000 to
      $1,901,000. An accrual for these clean up costs has not been provided for
      in these financial statements.

8     EMPLOYEE AND RETIREE BENEFIT PLANS

      Murphy provides pension plans to its employees, including persons employed
      in the S&T business. Murphy has a defined benefit and defined contribution
      pension plan covering all the S&T employees.

      The defined benefit pension plan provides a pension based on a formula of
      best average earnings and years of credited service. The plan is
      non-contributory however, an optional ancillary contribution account to
      provide ancillary benefits or enhancements to the defined benefit pension
      is contributory. The net pension credit recognized in the S&T business
      earnings under the defined benefit pension plan for the year ended
      December 31, 2000 was $583,000.

      The defined contribution plan provides benefits based on the accumulated
      balance in an employees account. The plan is non-contributory, however,
      employees may contribute up to 2% of their earnings as an optional
      contribution which is matched by Murphy dollar for dollar. The amount
      charged to the S&T business earnings under the defined contribution
      pension plan for the year ended December 31, 2000 was $61,000.

                                                                             (7)

MURPHY OIL COMPANY LTD.
SUPPLY & TRANSPORTATION BUSINESS
Notes to Financial Statements
DECEMBER 31, 2000

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9     SEGMENT INFORMATION

      The S&T division's reportable segments are organized into three major
      types of business activities all operating within one geographic area,
      Western Canada. The pipeline segment derives tariff revenue primarily from
      the transportation of crude oil, the crude oil trading segment derives
      revenue from the purchase and sale of crude oil and the trucking segment
      derives revenue from the use of tractor trailers in hauling petroleum
      products and water. Information about business segments is reported on the
      following tables. Corporate and other activities are shown in the tables
      to reconcile the business segments to the financial statement totals.

                                                                                CORPORATE
                                                        CRUDE OIL                  AND
                                          PIPELINES      TRADING    TRUCKING   ELIMINATIONS    TOTAL

Revenues from external customers           $ 16,137     $536,059     $15,443     $(8,646)     $558,992
Revenues from related parties (note 4)           --      106,479       1,852          --       108,331
                                                                                              --------
Total revenues                                                                                 667,323

Income tax expense                            3,224        3,525         641        (792)        6,598
Significant non-cash charges (credits)
     Depreciation and abandonment             2,151           --         374         135         2,660
     Deferred income taxes                      143           --          --          --           143
Additions to property and equipment          29,236           --          --          --        29,236
Property and equipment                       52,672           --       2,378          --        55,050
Net income (loss)                             3,957        4,329         787      (1,176)        7,897

                                                                             (8)

                                                                    EXHIBIT 99.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (No. 333-68446) and on Form S-8 (File Nos. 333-91141 and
333-54118) of Plains All American Pipeline, L.P of our report dated March 30,
2001, relating to the financial statements of Murphy Oil Ltd. Supply and
Transportation Business, which appears in the Current Report on Form 8-K/A of
Plains All American Pipeline, L.P. dated October 25, 2001. We also consent to
the references to us under the headings "Experts" in such Registration
Statements.

PricewaterhouseCoopers L.L.P.

October 25, 2001
Calgary, Alberta